EXHIBIT 10.1


 


AGREEMENT
AND MUTUAL RELEASE


This AGREEMENT AND MUTUAL RELEASE (the
"Agreement") is made as of March 19, 2013 by and among Equal Energy Ltd. ("Equal Energy" or the
"Company"), on the one hand, and Nawar Alsaadi and Adam Arthur Goldstein (each a "Stockholder"
and together, the "Stockholders"), on the other. Equal Energy and the Stockholders are collectively the "Parties"
and individually a "Party".


WHEREAS, Alsaadi is currently the beneficial
owner of 1,650,000 shares of common stock of the Company ("Common Stock"), which represents 4.7% of the issued
and outstanding shares of Common Stock;


WHEREAS, Goldstein is currently the beneficial
owner of 124,700 shares of Common Stock, which represents 0.4% of the issued and outstanding shares of Common Stock;


WHEREAS, the Stockholders currently collectively
own 1,774,700 shares of Common Stock (the "Shares"), which represents 5% of the issued and outstanding shares
of Common Stock;


WHEREAS, the Stockholders filed a Schedule
13D disclosure with the Securities and Exchange Commission (the "SEC") on December 14, 2012 (the "Initial
Schedule 13D");


WHEREAS, the Company filed a complaint
in the United States District Court for the Southern District of New York on January 24, 2013, alleging that the Stockholders violated
Sections 13(d) and 14(a) of the Securities Exchange Act of 1934 (the "Exchange Act") by failing to make required
disclosures and by making materially false and misleading statements, including in the Initial Schedule 13D, and seeking declaratory
and injunctive relief, in a case captioned Equal Energy Ltd., v. Nawar Alsaadi, Adam Arthur Goldstein, and John Does 1-250,
No. 13 CV 0541 (the "Action");


WHEREAS, the Stockholders filed a Schedule
13D disclosure with the SEC on February 1, 2013 that amended and supplemented the Initial Schedule 13D (the "Amended Schedule
13D");


WHEREAS, the Company filed an amended complaint
in the Action on February 8, 2013, discontinuing the Section 14(a) claims and alleging that the Stockholders violated Section 13(d)
of the Exchange Act by failing to make required disclosures and by making materially false and misleading statements, including
in the Initial Schedule 13D and Amended Schedule 13D, and seeking declaratory and injunctive relief;


WHEREAS, without admitting or conceding
liability or wrongdoing, the Parties wish to resolve the Action and all matters specified herein in order to avoid the risk, delay,
and cost of further litigation on those matters, and to release claims and potential claims against the other as set forth below
and undertake the actions and agreements contained herein effective on the date of this Agreement,



     

     

    

NOW, THEREFORE, the Parties to this Agreement,
in consideration of the resolution of the Action, the mutual promises, representations, warranties, covenants, and agreements contained
herein, and other good and valuable consideration, the sufficiency of which is acknowledged by each of the Parties, intending to
be legally bound hereby, agree as follows:


1.                 
Effective Date: This Agreement is conditioned upon the delivery of validly executed copies of this Agreement
by the Parties to each other, and this Agreement shall be the effective on the first day upon that condition is fulfilled (the
"Effective Date").


2.                 
Covenants of the Stockholders:


		(a)	Each Stockholder agrees with the Company that it shall abstain from voting any of the shares of Common Stock beneficially owned
by such Stockholder at the Company's 2013 annual meeting of the stockholders (the "2013 Annual Meeting"); provided,
however, that the Stockholders shall each be permitted to vote, in their sole discretion:



		(i)	for each of the Company’s nominees for election to the Company's board of directors (the "Board"); and



		(ii)	in favor of proposals supported by the Board as described in the Company’s Proxy Statement on Schedule 14A that will
be filed with the SEC in connection with the 2013 Annual Meeting.



		(b)	Each Stockholder agrees with the Company that, during the period commencing on the Effective Date and ending on the day that
is the 15-month anniversary of the Effective Date (the “Standstill Period”), he shall not, and shall cause each
of his respective partners, associates, representatives, family members and agents (collectively, “Representatives”)
not to, in any manner, directly or indirectly, alone or in concert with others:



		(i)	effect or seek to effect, whether alone or in concert with others, any tender or exchange offer, merger, consolidation, acquisition,
scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation,
dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their
respective securities (each, an “Extraordinary Transaction”); provided, however, that this clause shall not
preclude the tender by a Stockholder of any securities of the Company into any tender or exchange offer or vote by a Stockholder
of any voting securities of the Company with respect to any Extraordinary Transaction;



		(ii)	form, join, encourage, influence, advise or in any way participate in a “partnership, limited partnership, syndicate
or other group”




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			(within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any securities of the Company or otherwise in
any manner agree, attempt, seek or propose to deposit any securities of the Company or any securities convertible or exchangeable
into or exercisable for any such securities in any voting trust or similar arrangement, or subject any securities of the Company
to any arrangement or agreement with respect to the voting thereof;



		(iii)	make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms
are used in the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv)) or consents to vote,
or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company for the election
of individuals to the Board or to approve stockholder proposals, or become a “participant” in any contested “solicitation”
for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act), other than
a “solicitation” or acting as a “participant” in support of the nominees recommended by the Board at any
stockholder meeting;



		(iv)	make or be the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act, Section 136 of the Alberta
Business Corporations Act, or otherwise);



		(v)	(A) call or seek to call any meeting or special meeting of stockholders, including by written consent, (B) seek representation
on the Board, (C) seek the removal of any member of the Board, (D) solicit consents from stockholders, (E) conduct a referendum
of stockholders or (F) make a request for any stockholder list or other similar Company records;



		(vi)	initiate contact with or communicate in any manner, whether publicly or privately, with the Company, its Board, directors,
officers, advisors or employees, provided that the Stockholders shall be permitted, in a private manner only, to initiate
contact or communicate with the Company's Chief Executive Officer and the Chairman of the Board, so long as such contact or communication
is not intended to or reasonably expected to require public disclosure of such contact or communication;



		(vii)	sell, offer or agree to sell, any shares of the Company's Common Stock other than on a recognized exchange on which the Company's
Common Shares are listed without the express written consent of the Company, such consent not to be unreasonably withheld;





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		(viii)	sell, offer or agree to sell, all or substantially all, directly or indirectly, through swap or hedging transactions or otherwise,
voting rights decoupled from the underlying Common Stock held by the Stockholders to any Third Party (as defined below);



		(ix)	take any action, alone or in concert with others, in support of or make any proposal or request that constitutes: (A) advising,
controlling, seeking to control, changing or influencing the Board, the management or the policies of the Company, (B) any material
change in the capitalization or dividend policy of the Company, (C) any other material change in the Company’s management,
business or corporate structure, (D) seeking to have the Company waive, or make amendments or modifications to, the Company’s
Articles of Incorporation or Bylaws, or other actions which may impede the acquisition of control of the Company by any person,
(E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities
exchange, or (F) causing a class of equity securities of the Company to become eligible for termination of registration pursuant
to Section 12(g)(4) of the Exchange Act;



		(x)	enter into any discussions, negotiations, agreements or understandings with any Third Party with respect to the foregoing,
or advise, assist, intentionally encourage or seek to persuade any Third Party to take any action with respect to any of the foregoing,
or otherwise take or cause any action inconsistent with any of the foregoing; or



		(xi)	request, directly or indirectly, any amendment or waiver of the foregoing matters.



For purposes of this Agreement, the
term “affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act, and
the term "Third Party" shall mean any person or entity that is not a party to this Agreement or an affiliate thereof,
a member of the Board, a director or officer of the Company, or legal counsel to any party to this Agreement.


 


		(c)	The Stockholders shall, and shall cause their applicable affiliates, if any, to promptly file an amendment to their Schedule
13D filings with the SEC, in the form attached hereto as Exhibit B, reporting entry into this Agreement, amending applicable items
to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto.



		(d)	The Stockholders hereby represent that they:




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		(i)	have shut down the website www.saveequalenergy.com;



		(ii)	have removed the videos titled "Equal Energy Don Klapko's Final Days in Office," "Equal Energy CEO Don Klapko
Interview," and "Equal Energy & the Shareholders' 5 Point Plan," posted to www.saveequalenergy.com and/or
YouTube; and



		(iii)	shall not republish or otherwise disseminate any of those materials during the Standstill Period.



		(e)	The Stockholders hereby agree to:



		(i)	remove any and all media or online publications authored or created by one or both of the Shareholders characterizing the management
and policies of the Company, including those posted to www.saveequalenergy.com, www.seekingalpha.com, www.investorvillage.com,
Twitter, YouTube, or any other website or online platform, as soon as practicable on or after the date hereof, provided
that if the Stockholders are not permitted to remove such media or online publications directly, they shall use their reasonable
best efforts to cause such items to be removed no later than fourteen (14) days after the Effective Date;



		(ii)	shut down the Equal Energy Yahoo Group previously linked from the website www.saveequalenergy.com (currently on Yahoo!
Finance), as soon as practicable on or after the date hereof, but in no event later than 5:00 p.m. Eastern Standard Time on the
second business day after the Effective Date; and



		(iii)	refrain from republishing or otherwise disseminating any of the materials identified in this Section 2(e) or publishing or
otherwise disseminating any other similar material during the Standstill Period.



3.                 
Covenants of the Company: The Company shall promptly file a Form 8-K with the SEC, in the form attached hereto
as Exhibit C, reporting entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit thereto.


4.                 
Equal Energy's Releases: Effective on the Effective Date, Equal Energy, on behalf of itself and each of its
current and former affiliates, subsidiaries, parents, officers, directors, members, shareholders, managers, partners, employees,
agents, attorneys, successors, assigns and predecessors and each of their current and former respective officers, directors, members,
shareholders, managers, partners, employees, agents, and attorneys (collectively, the "Equal Energy Releasors")
release and discharge the Stockholders and each of their employees, agents, and attorneys, and each of their heirs, executors,
administrators, successors and assigns (collectively, the "Stockholder Releasees"), from all known or unknown,
suspected or unsuspected, contingent or non-contingent claims, actions, causes of action, suits, debts, dues, sums of money, accounts,



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 reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, and demands whatsoever, in law or equity, which each of the Equal Energy Releasors and their successors and
assigns ever had, now have or hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever
from the beginning of the world to the date of this Agreement (the "Equal Energy Released Claims").


5.                 
Stockholders' Releases: Effective on the Effective Date, the Stockholders, on behalf of themselves, each company
any Stockholder controls, each partnership in which any Stockholder is a general partner, and each of their respective current
and former affiliates, subsidiaries, parents, officers, directors, members, shareholders, managers, partners, employees, agents,
attorneys, predecessors, heirs, executors, administrators, successors and assigns (collectively, the "Stockholder Releasors")
release and discharge Equal Energy and each of its current and former affiliates, subsidiaries, parents, officers, directors, members,
shareholders, managers, partners, employees, agents, attorneys, successors, assigns, and predecessors, and each of their heirs,
executors, administrators, successors and assigns (collectively, the "Equal Energy Releasees"), from all from
all known or unknown, suspected or unsuspected, contingent or non-contingent claims, actions, causes of action, suits, debts, dues,
sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, and demands whatsoever, in law or equity, which the Stockholder Releasors
and their successors and assigns ever had, now have or hereafter can, shall or may have for, upon or by reason of any matter, cause
or thing whatsoever from the beginning of the world to the date of this Agreement (the "Stockholder Released Claims").


6.                 
The Parties' Release of Unknown Claims: The Equal Energy Releasors and the Stockholder Releasors hereby expressly
waive any and all provisions, rights and benefits conferred by § 1542 of the California Civil Code, which reads:


SECTION 1542. A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME
OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


The Equal Energy Releasors and the Stockholder
Releasors hereby expressly waive any and all provisions, rights and benefits conferred by any law of any state or territory of
the United States, by federal law or regulation or principle of common law, which is similar, comparable or equivalent to §
1542 of the California Civil Code. The Equal Energy Releasors and the Stockholder Releasors may hereafter discover facts other
than or different from those which they know or believe to be true with respect to the claims which are the subject of this Agreement,
but each of the Equal Energy Releasors and the Stockholder Releasors hereby expressly waives and fully, finally and forever settles
and releases any known or unknown, suspected or unsuspected, contingent or non-contingent claims with regard to the Equal Energy
Released Claims and the Stockholder Released Claims, without regard to the subsequent discovery or existence of such different
or additional facts.



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The Parties acknowledge that the foregoing
waivers were separately bargained for and are a key element of this Agreement.


7.                 
Mutual Covenant Not to Sue. The Equal Energy Releasors and the Stockholder Releasors will not file any new
action, suit or proceeding against each other arising from or relating to the Action, any allegation that could have been made
in the Action and/or to any other action or inaction of the Equal Energy Releasees and/or the Stockholder Releasees through the
date of this Agreement. The Equal Energy Releasors and the Stockholder Releasors further agree that this Agreement shall act as
a complete bar to their entitlement to any legal, equitable or administrative relief based upon any action that the Equal Energy
Releasees and/or the Stockholders Releasees took, may have taken, or failed to take through the date of this Agreement. Notwithstanding
the foregoing, the Parties retain the right to sue to enforce the terms of this Agreement.


8.                 
Termination of the Action: Promptly upon the Effective Date, and in no event more than five (5) business days
after the Effective Date, Equal Energy shall file a Notice of Voluntary Dismissal in the United States District Court for the Southern
District of New York, in the form attached hereto as Exhibit A, dismissing all claims in the Action with prejudice.


9.             
Non-Admission of Liability. This Agreement compromises allegations that are contested and shall not be deemed
an admission by the Parties as to the merits or veracity of any claim, allegation, or defense. Nothing in this Agreement shall
be deemed a presumption, concession, estoppel, or admission by or of any of the Stockholders regarding any fault, liability or
wrongdoing as to any facts, claims or defenses that were or could have been alleged or asserted, or of any weakness or infirmity
of any claim or defense by or on behalf of any of the Parties, with respect to any of the claims in the Action, and shall not be
interpreted, construed, deemed, invoked, offered, or received in evidence or otherwise used by any person or entity in any other
action or proceeding, whether civil, criminal or administrative, for any purpose other than as provided expressly herein.


10.             
Termination: This Agreement shall remain in full force and effect until the earliest of (a) the expiration
of the Standstill Period, or (b) such other date established by mutual written agreement of the Company and the Stockholders.


11.             
Effect of Termination: Sections 4-7, 9 and 12-27 shall survive the termination of this Agreement. No termination
pursuant to Section 10 shall relieve any Party hereto from liability for any breach of this Agreement prior to such termination.


12.             
Notices: All notices, requests, claims, demands and other communications hereunder shall be in writing and
shall be deemed to have been duly given to a Party if delivered in person or sent by overnight delivery (providing proof of delivery)
to the Party at the following addresses (or at such other address for a Party as shall be specified by like notice) on the date
of delivery, or if by facsimile, upon confirmation of receipt:


 



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	If to the Company:	
        Equal Energy Ltd.

        2600, 500 - 4th Avenue S.W.

        Calgary, Alberta, T2P 2V6

        Canada
	 
	 	
        Attention: Don Klapko

        Telephone:403-263-0262

        Facsimile: 403-294-1197

         

         
	 
	with a copy (which shall not constitute notice) to	
        Schulte Roth & Zabel LLP

        919 Third Avenue

        New York, New York 10022
	 
	 	
        Attention:David E. Rosewater, Esq.

        Michael E. Swartz, Esq.

        Telephone:212-756-2000

        Facsimile:212-593-5955

         

         
	 
	If to the Stockholders:	
        Nawar Alsaadi

        2203 – 788 Richards Street

        Vancouver, British Columbia, V6B 0C7

        Canada

        Telephone604-564-2406

        Facsimile:604-564-2406

	 	
         

        -and-

         

        Adam Arthur Goldstein

        550 Warren Street, Apartment 16C

        Fayetteville, New York 13066

        Telephone: 315-632-4726

        

        

	with a copy (which shall not constitute notice) to	
        Kleinberg, Kaplan, Wolff & Cohen, P.C.

        551 Fifth Avenue

        New York, New York 10176

        Attention: David M. Levy, Esq.

        Telephone: 212-986-6000

        Facsimile: 212-986-8866

        

        



  


13.             
Third-Party Beneficiaries: The Parties acknowledge that the Equal Energy Releasees and Stockholder Releasees
are third-party beneficiaries under this Agreement. Nothing in this Agreement, whether express or implied, is intended to or shall
confer any rights, benefits or remedies under or by reason of this Agreement on any persons other than the Parties, the Equal Energy
Releasees, and the Stockholder Releasees, nor is anything in this Agreement intended to relieve or discharge any obligation or
liability of any third person to any Party.



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14.             
Rule of Ambiguities. It is agreed and understood that the general rule that ambiguities are to be construed
against the drafter shall not apply to this Agreement.


15.             
Communications:


		(a)	The Company and the Stockholders shall announce this Agreement and the material terms hereof by means of a press release in
the form attached hereto as Exhibit D as soon as practicable on the date hereof.



		(b)	During the Standstill Period, each Stockholder and the Company shall refrain from making, causing to be made, or allowing any
of its Representatives from making, any public statement or announcement that disparages the other, as well as the business or
any current or former officers, employees, or directors of the other. The foregoing shall not prevent the making of any factual
statement as required by applicable law, regulation, legal process, subpoena, or legal requirement or as part of a response to
a request for information from any governmental authority with jurisdiction over the party from whom information is sought.



16.             
Confidentiality: The Parties agree not to voluntarily disclose any communications or other information shared
between the Company, its Board, directors, officers, advisors, or employees, on the one hand, and the Stockholders or their Representatives,
other than that which already has been publicly disclosed as of the Effective Date of this Agreement or must be publicly disclosed
pursuant to this Agreement ("Confidential Information"), to any person or entity, other than as necessary to their
respective counsel, insurance carriers, and accountants, except as set forth herein. The Agreement shall not prohibit the release
of Confidential Information that is required to be disclosed by law, regulation or pursuant to any valid subpoena issued by or
pursuant to the rules of a court or other authority.  In the event of a valid subpoena or other judicial process seeking disclosure
of Confidential Information, the Party receiving the subpoena or process will promptly provide notice to the other Parties and
will cooperate with the other Parties to allow them, if possible, to have a reasonable opportunity to challenge the production
or disclosure before made.


17.             
Governing Law: This Agreement shall be governed by, construed and enforced in accordance with the laws of
the State of New York, without regard to New York's choice of law rules. The exclusive venue concerning any dispute arising out
of or relating to this Agreement is the Southern District of the State of New York, or, in the event that court declines to exercise
jurisdiction, the Supreme Court of the State of New York, New York County. Each Party hereto (i) consents to personal jurisdiction
in any such action (but in no other action) brought in the designated courts; (ii) consents to service of process by registered
mail upon such Party and/or such Party's agent; (iii) waives any objection to venue in the designated courts and any claim that
the designated courts are inconvenient forums; and (iv) waives any right to demand a jury trial as to any such action. Any Party
initiating an action, suit or proceeding relating to this Agreement shall seek to file it under seal and the Parties shall otherwise
seek to maintain the confidentiality of this Agreement and its terms to the fullest extent permitted by law.



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18.             
Assignment: This Agreement shall be binding upon and inure to the benefit of and be enforceable only by the
Parties hereto. No Party to this Agreement may assign its rights or delegate its obligations under this Agreement.


19.             
Amendments; Waivers: This Agreement may only be amended pursuant to a written agreement executed by all the
Parties, and no waiver of compliance with any provision or condition of this Agreement and no consent provided for in this Agreement
shall be effective unless evidenced by a written instrument executed by the Party against whom such waiver or consent is to be
effective. No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power
or privilege hereunder.


20.             
Entire Agreement: This Agreement constitutes the entire agreement of all the Parties and supersedes any and
all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the Parties,
or any of them, with respect to the subject matter hereof. No representation, warranty, promise, inducement or statement of intention
has been made by any Party which is not contained in this Agreement and no Party shall be bound by, or be liable for, any alleged
representation, promise, inducement or statement of intention not contained herein. The Parties expressly disclaim reliance on
any information, statements, representations or warranties regarding the subject matter of this Agreement other than the terms
of this Agreement.


21.             
Severability. If for any reason any provision of this Agreement is determined to be invalid or unenforceable
by any court of competent jurisdiction, the remaining provisions of this Agreement nevertheless shall be construed, performed,
and enforced as if the invalidated or unenforceable provision had not been included in the text of the Agreement, provided that
the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any
Party.


22.             
Counterparts: This Agreement may be executed in any number of counterparts (including by facsimile or .pdf
transmission), each of which shall be deemed to be an original, but all of which together shall constitute one binding agreement
on the Parties, notwithstanding that not all Parties are signatories to the same counterpart.


23.             
Fees and Expenses: All attorneys’ fees, costs and expenses incurred in connection with this Agreement
and all matters related hereto will be paid by the Party incurring such fees, costs or expenses. Notwithstanding the foregoing,
in the event that any Party brings a suit to enforce the terms of this Agreement or for breach of this Agreement and obtains substantially
the relief sought, whether by compromise, settlement, or judgment ("Prevailing Party"), the Prevailing Party shall
be entitled to recover from the non-Prevailing Party all reasonable attorney's fees, costs and expenses incurred in connection
with such suit.


24.             
Warranties: The Stockholders represent and warrant that (a) they are the only holders and owners of the Stockholder
Released Claims, (b) that none of the Stockholder Released Claims have been assigned, encumbered, or in any manner transferred
in whole or part, (c) that Alsaadi is the owner of 1,650,000 shares of Common Stock, (d) that Goldstein is the owner of 124,700 shares of Common
Stock, and (e)



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 that neither Alsaadi nor Goldstein own any shares of the Company's stock other than the Shares identified herein.


25.             
Signatures. The Parties hereto hereby signify their agreement to the above terms by their signatures below.
Each of the Parties hereto executes this Agreement on its own behalf and represents it has had an opportunity to consult with an
attorney prior to signing this Agreement, that it understands the foregoing Agreement, and that it has affixed its signature hereto
voluntarily and without coercion.


26.             
Captions: The captions contained in this Agreement are for convenience only and shall not affect the construction
or interpretation of any provisions of this Agreement.


27.             
Specific Performance: The Parties agree that irreparable injury would occur in the event any of the provisions
of this Agreement were not performed in accordance with the terms hereof and that such injury would not be adequately compensable
in damages. It is accordingly agreed that the Parties are entitled to seek an injunction or specific performance of the terms hereof
in addition to any other remedies at law or in equity, and a Party will not take any action, directly or indirectly, in opposition
to another Party seeking relief on the grounds that any other remedy or relief is available at law or in equity, and the Parties
further agree to waive any requirement for the security or posting of any bond in connection with such remedy or relief.


[Remainder of Page Intentionally
Left Blank; Signature Page Follows]



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IN WITNESS WHEREOF, the Parties have duly
executed this Agreement as of the date first above written.


 


	 	EQUAL ENERGY LTD.


 





 


	 	By:	/s/ Don Klapko	 
	 	Name:	Don Klapko	 
	 	Title:	President and CEO	 
	 	 	 	 	 


 


 


	 	NAWAR ALSAADI	 
	 	 	 
	 	/s/ Nawar Alsaadi	 


 


 


	 	ADAM ARTHUR GOLDSTEIN	 
	 	 	 
	 	/s/ Adam Arthur Goldstein	 


 


 



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EXHIBIT A


 


UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK


-------------------------------------------------------------x





	
        EQUAL ENERGY LTD.,

         

        Plaintiff,

         

        -against-

         

        NAWAR ALSAADI, ADAM ARTHUR GOLDSTEIN, and JOHN DOES 1-250,

         

        Defendants.

         
	
        :

        :

        :

        :

        :

        :

        :

        :

        :

        :

        :
	
         

        Civil Action No.: 13 CV 0541 (DLC)

         

        notice of VOLUNTARY
        DISMISSAL








 -------------------------------------------------------------x


 


Pursuant to Rule 41(a)(1)(i) of the Federal
Rules of Civil Procedure, Plaintiff Equal Energy, Ltd. and its counsel hereby gives notice that the above-captioned action is hereby
dismissed with prejudice.


 


DATED:March __, 2013








 


	SCHULTE ROTH & ZABEL LLP	 
	 	 
	 	 
	By: 	 	 
	 	Michael E. Swartz	 
	 	Jason Mitchell	 
	 	 
	919 Third Avenue	 
	New York, New York  10022	 
	(212) 756-2000	 
	 	 
	Attorneys for Plaintiff Equal Energy, Ltd.	 


 







 



    	 



    	 



    

EXHIBIT B


UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


 


SCHEDULE 13D


 


UNDER THE SECURITIES EXCHANGE ACT OF 1934


 


(Amendment No.2)


 


EQUAL ENERGY LTD.


(Name of Issuer)


 


Common Shares


(Title of Class of Securities)


 


29390Q109


(CUSIP Number)


 


Nawar Alsaadi


2203 – 788 Richards Street


Vancouver, British Columbia, Canada V6B 0C7


(604) 564-2406


(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


 


March 19, 2013


(Date of Event which Requires Filing of this
Statement)


 


If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. £ £


 


Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to
whom copies are to be sent.


 


* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.


 


The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of
1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act. (However, see the Notes).


 


 


 


 



 



     

     

    

 


 


 


CUSIP No. 29390Q109


 





 


	(1)	Name of Reporting Persons: Nawar Alsaadi


 


 


	(2)	Check the Appropriate Box if a Member of a Group:


 


 


	 	(a) S


 


	 	(b) £


 


 


	(3)	SEC Use Only


 


 


	(4)	Source of Funds: PF


 


 


	(5)	Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): £


 


 


	(6)	Citizenship or Place of Organization: France


 


Number of Shares Beneficially Owned by Each Reporting
Person with:


 


	 	(7)        Sole Voting Power: 1,650,000


 


 


	 	(8)        Shared Voting Power: 0


 


 


	 	(9)        Sole Dispositive Power: 1,650,000


 


 


	 	(10)      Shared Dispositive Power: 0


 


 


	(11) 	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,650,000


 


	(12) 	Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares: £


 


 


	(13)	Percent of Class Represented by Amount in Row (11): 4.7%


 


 


	(14)	Type of Reporting Person: IN


 


 



     

     

    

CUSIP No. 29390Q109


 





 


	(1)	Name of Reporting Persons: Adam Arthur Goldstein


 


 


	(2)	Check the Appropriate Box if a Member of a Group:


 


 


	 	(a) S


 


	 	(b) £


 


 


	(3)	SEC Use Only


 


 


	(4)	Source of Funds: PF


 


 


	(5)	Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): £


 


 


	(6)	Citizenship or Place of Organization: United States


 


Number of Shares Beneficially Owned by Each Reporting
Person with:


 


	 	(7)        Sole Voting Power: 124,700


 


 


	 	(8)        Shared Voting Power: 0


 


 


	 	(9)        Sole Dispositive Power: 124,700


 


 


	 	(10)      Shared Dispositive Power: 0


 


	(11) 	Aggregate Amount Beneficially Owned by Each Reporting Person: 124,700


 


	(12) 	Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:  £


 


 


	(13) 	Percent of Class Represented by Amount in Row (11): 0.4%


 


 


	(14) 	Type of Reporting Person: IN


 


 








     

     

    



  


 


This statement is filed with respect to the common shares of Equal
Energy Ltd. (the "Issuer"), beneficially owned by Nawar Alsaadi and Adam Arthur Goldstein (collectively, the “Investors”)
as of March 19, 2013 and amends and supplements the Schedule 13D filed on December 14, 2012, as amended on February 1, 2013 (collectively,
the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified.


 


The Investors are the beneficial owners of 1,774,700 shares or approximately
5.0% of the Issuer’s common shares. Mr. Alsaadi has the sole power to vote and sole power to dispose of 1,650,000 common
shares of the Issuer. Dr. Goldstein has the sole power to vote and sole power to dispose of 124,700 common shares of the Issuer.


 


Item 4. Purpose of Transaction


 


Item 4 of this Schedule 13D is supplemented by the following:


 


On March 19, 2013, the Investors entered into an agreement with
the Issuer, pursuant to which the Investors and Issuer settled the action recently filed in the United States District Court for
the Southern District of New York styled Equal Energy Ltd v. Nawar Alsaadi, et al., 13 CV 0541 (DC) (the “Settlement Agreement”).
Without admitting or conceding liability or wrongdoing, the Investors sought to resolve such action in order to avoid the risk,
delay, and cost of further litigation on such matters.


 


The Settlement Agreement was filed as an attachment to the Form
8-K filed by the Issuer on March 19, 2013 with the Securities and Exchange Commission (“SEC”), and is incorporated
herein by reference. Such agreement is publicly available on EDGAR at www.sec.gov.


 


Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer


 


Item 6 of this Schedule 13D is supplemented by the following:


 


On March 19, 2013, the Investors and Issuer entered into the Settlement
Agreement. A copy of the Settlement Agreement is attached hereto as Exhibit C and is incorporated herein by reference.


 


Item 7. Materials to be Filed as Exhibits


 


Exhibit A – Letter to the Issuer from
the Investors dated December 13, 2012 (previously filed)


 


Exhibit B – Joint Filing Agreement (previously
filed)


 


Exhibit C – Settlement Agreement dated
as of March 19, 2013 by and among the Investors and the Issuer. The Settlement Agreement, which was publicly filed by the Issuer
on March 19, 2013 with the SEC on a Form 8-K, is publicly available on EDGAR at www.sec.gov and is incorporated herein by reference.


 


 


 


 


 



     

     

    

 


 


SIGNATURES


 


After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.


 


	Date:	March 19, 2013	 
	 	 	 
	Signature:	 	 
	 	 	 
	Name/Title:	Nawar Alsaadi	 
	 	 	 
	Date:	March 19, 2013	 
	 	 	 
	Signature:	 	 
	 	 	 
	Name/Title:	Adam Arthur Goldstein	 


 


 



     

     

    

 


EXHIBIT C


 


 


[See the Current Report on Form 8-K filed with
the SEC on March 19, 2013]



     

     

    

EXHIBIT D


 


[See the Press Release dated March 19, 2013,
attached as Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on March 19, 2013]