Interoil Corp Sample Contracts

Interoil Corp – Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o (September 23rd, 2010)
Interoil Corp – AMENDING AGREEMENT TO THE SHAREHOLDER RIGHTS PLAN AGREEMENT (July 9th, 2010)

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

Interoil Corp – InterOil Corporation U.S. GAAP reconciliation (March 2nd, 2009)

The un-audited consolidated financial statements of the Company for the six month periods ended June 30, 2008 and 2007, and the audited consolidated financial statements for the year ended December 31, 2007 have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”) which, in most respects, conforms to generally accepted accounting principles in the United States (“U.S. GAAP”). The reconciliations and other information presented in this Exhibit are solely in relation to the consolidated financial statements. The significant differences between Canadian GAAP and U.S. GAAP as they relate to the Company are presented throughout this Exhibit. Additionally, where there is no significant conflict with Canadian GAAP requirements some of the additional U.S. GAAP disclosure requirements have been incorporated throughout the Canadian GAAP financial statements.

Interoil Corp – INTEROIL CORPORATION, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of August 6, 2008 (August 7th, 2008)

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”).

Interoil Corp – FORM T-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (July 22nd, 2008)
Interoil Corp – INTEROIL CORPORATION, as Issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of , 2008 (July 22nd, 2008)

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 Trust Company, N.A., a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”).

Interoil Corp – Appendix — U.S. GAAP reconciliation Reconciliation to accounting principles generally accepted in the United States (January 31st, 2008)

The un-audited consolidated financial statements of the Company for the nine month periods ended September 30, 2007 and 2006, and the audited consolidated financial statements for the years ended December 31, 2006 have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”) which, in most respects, conforms to generally accepted accounting principles in the United States (“U.S. GAAP”). The reconciliations and other information presented in this note are solely in relation to the consolidated financial statements. The significant differences between Canadian GAAP and U.S. GAAP as they relate to the Company are presented throughout this note. Additionally, where there is no significant conflict with Canadian GAAP requirements some of the additional U.S. GAAP disclosure requirements have been incorporated throughout the Canadian GAAP financial statements.

Interoil Corp – FORM51-I02F3 material change report InterOil Corporation (“InterOil”) 60-92 Cook Street Portsmith, Queensland 4870 Australia August 24, 2007 (January 31st, 2008)

Press release disclosing in detail (he material sumrnarized in this Material Change Report was disseminated through the facilities of Martketwire on Compex on August 28, 2007.

Interoil Corp – FORM 51-102F3 MATERIAL CHANGE REPORT (January 31st, 2008)