Item 1.01. Entry into a Material Definitive Agreement.
On October 28, 2008, GreenHunter Energy Inc., a Delaware corporation ("GreenHunter"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with Aspire Oil Services Limited, a company organized under the laws of Scotland ("Aspire"). Pursuant to the Purchase Agreement, GreenHunter will acquire 100% of the outstanding membership interests of L&L Holdings (Louisiana), L.L.C., a Delaware limited liability company (the "Company"), for a total purchase price of approximately $27.5 million, subject to customary adjustments. The transaction is expected to close in December 2008. GreenHunter and Aspire each have made customary representations, warranties and covenants in the Purchase Agreement. Completion of the transaction contemplated by the Purchase Agreement is also subject to customary closing conditions, including a closing condition that there has not been a material adverse effect with respect to the Company or any of its subsidiaries since the date of the Purchase Agreement. "Material adverse effect" is defined generally in the Purchase Agreement as an event or circumstance that has had or is expected to have a material and adverse effect on the business, assets, operations or financial condition of the Company or its subsidiaries taken as a whole. The acquisition of the Company, together with its wholly-owned subsidiary L&L Oil and Gas Services, L.L.C. based out of Metairie, Louisiana (collectively referred to as "L&L"), includes seventeen strategically-located facilities along the coast of the Gulf of Mexico in Louisiana and Texas, including deepwater terminaling assets in three different locations, which primarily service the offshore oil and gas industry. The acquisition of L&L also includes a 25% interest in Highland Marine, LLC, a dedicated tug and barge operator to L&L which owns ten tug boats and fourteen barges. L&L is one of the leading marine-based diesel fuel, methanol and lubricant suppliers located along the Gulf of Mexico.
GreenHunter intends to file the Purchase Agreement as an exhibit to a later filing with the Securities and Exchange Commission.

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