INTEROIL CORPORATION UNDERWRITING AGREEMENTUnderwriting 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
2,434,785 Shares INTEROIL CORPORATION COMMON SHARES UNDERWRITING AGREEMENTUnderwriting 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”) 2,434,785 common shares (the “Firm Shares”) in the capital of the Company (the “Offering”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 365,215 common shares in the capital of the Company (the “Additional Shares”), if and to the extent that you, as representatives of the Underwriters (the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such common shares granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The common shares in the capital of the Company to be outstanding after giving effect to the sales co
