Fill and Sign the Agreement Proxy Form

AGREEMENT AND IRREVOCABLE PROXY THIS AGREEMENT AND IRREVOCABLE PROXY (this "Agreement") dated as of --------- December 13, 1999, is by and between ("Stockholder"), and Wiser ----------- Investment Company, LLC, a Delaware limited liability company ("WIC"). --- RECITALS A. Concurrently with the execution of this Agreement, The Wiser Oil Company, a Delaware corporation ("Wiser"), and WIC are entering into a Stock ----- Purchase Agreement (the "Stock Purchase Agreement"). Pursuant to the Stock ------------------------ Purchase Agreement and subject to the terms and conditions therein, (i) Wiser has agreed to sell and WIC has agreed to purchase 1,000,000 shares of Wiser's Series C Cumulative Convertible Preferred Stock (the "Preferred Share Issuance"), (ii) Wiser and WIC have agreed to enter into a Stockholder Agreement (the "Stockholder Agreement") and a Management Agreement (the "Management --------------------- ---------- Agreement") and (iii) Wiser and WIC have agreed to enter into a Warrant - --------- Agreement (the "Warrant Agreement") providing for the issuance (the "Warrant ----------------- ------- Issuance") by Wiser to WIC of warrants to purchase shares of Wiser's common - -------- stock, par value $0.01 per share (the "Common Stock"). The Stock Purchase ------------ Agreement, the Stockholder Agreement, the Management Agreement and the Warrant Agreement are collectively referred to in this Agreement as the "Transaction ----------- Documents," and the transactions contemplated by the Transaction Documents are - --------- referred to in this Agreement as the "Transactions." ------------ B. As of the date hereof, Stockholder (i) owns shares of Common Stock or (ii) has the right to vote or direct the vote of an additional shares of Common Stock. In addition, the spouse and/or children of Stockholder own certain other shares of Common Stock, as to which Stockholder disclaims beneficial ownership. The shares of Common Stock referred to in clauses (i) and (ii) of the first sentence of this paragraph B (but excluding any shares of Common Stock hereafter disposed of in accordance with clauses (ii) and (iii) of Section 6.1(a)) are referred to herein as the "Shares". ------ C. In consideration of WIC's agreement to enter into the Stock Purchase Agreement, Stockholder has agreed to (i) vote the Shares in favor of the Transactions (subject to the irrevocable proxy provided for in Section 2 hereof --------- (the "Proxy")), and (ii) grant to WIC the Proxy covering the Shares to vote in ----- favor of the Transactions, all in accordance with the terms set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained in this Agreement, the parties hereto agree as follows: 1. Agreement. --------- 1.1 Revocation of Previous Proxies. The Proxy granted under this ------------------------------ Agreement shall revoke any other proxy granted by Stockholder at any time with respect to the Shares and no subsequent proxies will be given by Stockholder with respect to the Shares while the Proxy is in effect. 1.2 Agreement to Support the Transactions. At the Stockholders' ------------------------------------- Meeting (as defined in the Stock Purchase Agreement), and any other meeting of Wiser's stockholders held in connection with the Transactions, Stockholder agrees to vote the Shares: (a) in favor of the Preferred Share Issuance, the Warrant Issuance, the Restated Certificate (as defined in the Stock Purchase Agreement), and any other matter that could reasonably be expected to facilitate the Transactions; (b) against approval of any proposal made in opposition to the consummation of the Transactions; and (c) against any merger, consolidation, sale of assets, reorganization, or recapitalization of Wiser with any party other than WIC; provided, however, that the covenants and agreements contained in this Section 1.2 and in Sections 2 and 6.2 hereof are subject to the exercise of any fiduciary duty imposed upon the Stockholder by applicable law in his capacity as a director of Wiser. 1.3 Applicability of Voting Agreement. The voting agreement --------------------------------- contained in Section 1.2 shall apply to the Shares whether or not owned by ----------- Stockholder. 2. Proxy with Respect to Shares. Stockholder hereby irrevocably appoints ---------------------------- WIC as its attorney-in-fact and proxy, with full power of substitution, to attend any and all meetings of the stockholders of Wiser and any adjournments thereof, to execute any and all written consents of stockholders of Wiser, to vote in such manner as such attorney and proxy or its substitute shall, in its sole discretion, deem proper, and otherwise act with respect to all of the Shares that it is entitled to vote at any meeting of stockholders (whether annual or special and whether or not an adjourned meeting) of Wiser; provided, -------- however, that Stockholder grants a proxy hereunder only with respect to the - ------- following matters that may be presented to the stockholders of Wiser (the "Designated Matters"): - ------------------- -2- (a) votes in favor and approval of the matters Stockholder has agreed to vote in favor of in Section 1.2 hereof; ----------- (b) votes with respect to the Transactions; (c) votes with respect to any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Wiser under the Transaction Documents; (d) votes with respect to any action or agreement that would impede, interfere with, delay, postpone or attempt to discourage the Transactions, including, but not limited to: (i) any reorganization or liquidation involving Wiser; (ii) any change in the board of directors of Wiser, except as otherwise agreed to in writing by WIC; or (iii) any material change in the present capitalization of Wiser; and (e) votes relating to any other material change in the corporate structure or business of Wiser. The Stockholder agrees that this Proxy is irrevocable, is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of and as an inducement to cause WIC to enter into the Stock Purchase Agreement. If subsequent to the date hereof Stockholder is entitled to vote the Shares on any of the Designated Matters, he shall take all actions necessary to vote the Shares pursuant to instructions received from WIC on any of the Designated Matters. This Proxy shall apply to the Shares whether or not owned by Stockholder. 3. Representations and Warranties of Stockholder. Stockholder represents --------------------------------------------- and warrants to WIC as follows: 3.1 Ownership of Shares. On the date hereof, the Shares described in ------------------- clauses (i) and (ii) of paragraph B of the recitals to this Agreement are all of the shares of Wiser's Common Stock currently beneficially owned by Stockholder (other than any shares of Common Stock the Stockholder has the right to acquire pursuant to the exercise of stock options granted to him by Wiser). Stockholder has good, valid and marketable title to the Shares (other than those Shares not owned by Stockholder but which he has the right to vote or direct the vote of), free and clear of all liens, encumbrances, restrictions, options, warrants, rights to purchase and claims of every kind (other than the encumbrances created by this Agreement, bona fide loan transactions and restrictions on transfer under applicable Federal and state securities laws). -3- 3.2 Power; Binding Agreement. Stockholder has the full legal right, ------------------------ power and authority to enter into and perform all of Stockholder's obligations under this Agreement. The execution and delivery of this Agreement by Stockholder has been authorized by Stockholder and will not violate any other agreement to which Stockholder is a party, including without limitation, any voting agreement, stockholders agreement, voting trust or proxy. This Agreement has been duly executed and delivered by Stockholder and constitutes a legal, valid and binding agreement of Stockholder, enforceable in accordance with its terms. Neither the execution nor delivery of this Agreement nor the consummation by Stockholder of the transactions contemplated hereby will (i) require any consent or approval of or filing with any governmental or other regulatory body, except for any necessary filings under the Securities Exchange Act of 1934, as amended, or (ii) constitute a violation of, conflict with or constitute a default under, any contract, commitment, agreement, understanding, arrangement or other restriction of any kind to which Stockholder is a party or by which Stockholder is bound. 3.3 Absence of Certain Agreements. Stockholder is not a party to or ----------------------------- bound by any agreement, letter of intent or similar agreement (whether written or oral) with any party other than WIC whereby Stockholder has agreed to support, directly or indirectly, any proposal or offer (whether or not in writing and whether or not delivered to the stockholders of Wiser generally) for a merger or other business combination involving Wiser or to acquire in any manner, directly or indirectly, a material equity interest in, any voting securities of, or a substantial portion of the assets of Wiser, other than the Transactions. 4. Termination. This Agreement (other than Section 5) shall terminate on ----------- --------- the earliest of: (a) the date on which WIC and Stockholder mutually consent to terminate this Agreement in writing; (b) upon the consummation of the Preferred Share Issuance; or (c) prior to the consummation of the Preferred Share Issuance, upon the termination of the Stock Purchase Agreement in accordance with its terms. 5. Expenses. Each party hereto will pay all of its expenses in -------- connection with the preparation, execution and performance of this Agreement, except that Wiser will pay any legal fees incurred by Stockholder in connection with the negotiation, preparation and execution of this Agreement. 6. Certain Covenants of Stockholder. -------------------------------- 6.1 No Sale. Except in accordance with the provisions of this ------- Agreement, Stockholder agrees, while this Agreement is in effect, not to directly or indirectly: -4- (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares owned by him, except that nothing herein shall prevent (i) the pledge of any Shares in connection with a bona fide loan transaction, (ii) the disposition of any Shares in accordance with the terms of any pledge or similar agreement entered into by Stockholder in connection with a bona fide loan transaction, (iii) the sale of any Shares from time to time in open market transactions in accordance with Rule 144 under the Securities Act of 1933 (which sales are made for personal financial reasons and not in connection with any transaction described in Section 3.3) or (iv) the transfer of any Shares to members of Stockholder's family who agree to be bound by the provisions of this Agreement pursuant to a written assumption agreement satisfactory to WIC; or (b) grant any proxies with respect to the Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to the Shares. 6.2 No Action Without Written Consent of WIC. Stockholder agrees, ---------------------------------------- while this Agreement is in effect, that he will not vote at a meeting of stockholders of Wiser or take any action by written consent of stockholders in lieu of such a meeting on any matter that is subject to the Proxy without the prior written consent of WIC, except in accordance with this Agreement. 6.3 Notice re Additional Shares. Stockholder agrees, while this --------------------------- Agreement is in effect, to notify WIC promptly of the number of any shares of Common Stock acquired by Stockholder after the date hereof. 6.4 Notices. All notices or other communications required or ------- permitted hereunder shall be in writing (except as otherwise provided herein) and shall be deemed duly given when received by delivery in person, by telecopy or by certified mail, postage prepaid, or by an overnight courier service, addressed as follows: If to WIC: Wiser Investment Company, LLC 910 Travis, Suite 2130 Houston, Texas 77002 Attention: George Hickox Telecopy: (713) 659-1799 -5- with copies to: Andrews & Kurth L.L.P. 600 Travis, Suite 4200 Houston, Texas 77002 Attention: Thomas M. Hart III Telecopy: (713) 238-7128 If to Stockholder: c/o The Wiser Oil Company 8115 Preston Road, Suite 400 Dallas, Texas 75225 Attention: President Telecopy: (214) 373-3610 with copies to: Thompson & Knight L.L.P. 1700 Pacific Avenue, Suite 3300 Dallas, Texas 75201 Attention: Steven K. Cochran Telecopy: (214) 969-1751 7. Entire Agreement; Amendment. This Agreement constitutes the entire --------------------------- agreement between the parties hereto with respect to the subject matter contained herein and supersedes all prior agreements and understandings between the parties with respect to such subject matter. This Agreement may not be modified, amended, altered or supplemented except by an agreement in writing executed by the party against whom such modification, amendment, alteration or supplement is sought to be enforced. 8. Assigns. This Agreement shall be binding upon, and inure to the ------- benefit of, the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party. 9. Governing Law. This Agreement, and all matters relating hereto, shall ------------- be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of laws thereof. 10. Specific Performance; Injunctive Relief. The parties agree that in --------------------------------------- the event of a breach of any provision of this Agreement, the aggrieved party may be without an adequate remedy at law. The parties therefore agree that in the event of a breach of any provision of this Agreement, -6- the aggrieved party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach of such provision, as well as to obtain damages for breach of this Agreement and such aggrieved party may take any such actions without the necessity of posting a bond. By seeking or obtaining such relief, the aggrieved party will not be precluded from seeking or obtaining any other relief to which it may be entitled. 11. Counterparts. This Agreement may be executed in any number of ------------ counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same document. 12. Severability. Any term or provision of this Agreement which is ------------ invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable such provision shall be interpreted to be only so broad as is enforceable. 13. Further Assurances. Each party hereto shall execute and deliver such ------------------ additional documents as may be reasonably necessary or desirable to carry out the provisions of this Agreement. 14. Third Party Beneficiaries. Nothing in this Agreement, expressed or ------------------------- implied, shall be construed to give any person other than the parties hereto any legal or equitable right, remedy or claim under or by reason of this Agreement or any provision contained herein. [The remainder of this page is intentionally left blank.] -7- IN WITNESS WHEREOF, WIC and Stockholder have each executed or caused this Agreement to be executed by its duly authorized officer as of the date and year first above written. WISER INVESTMENT COMPANY, LLC By:__________________________ Name:________________________ Title:_______________________ STOCKHOLDER _____________________________ Name: -8-