On December 21, 2012, Gas Natural Inc. (the "Company") entered into a purchase agreement (the "Purchase Agreement") with McKay Real Estate Corporation, Matchworks, LLC, and Nathan Properties, LLC (collectively, the "Sellers") by and through Mark E. Dottore, duly appointed Receiver in the United States District Court, Northern District of Ohio, Eastern Division, Case Number 1:11-CV-023464, to purchase the Matchworks Building in Mentor, Ohio. The Company's Ohio headquarters are located in the Matchworks Building. The Purchase Agreement specifies a purchase price (the "Purchase Price") of $1,500,000. The Purchase Price is to be paid as follows:

• $250,000 as earnest money will be deposited with an escrow agent within five days of executing the Purchase Agreement and returned to the Company in full if certain contingencies contained in the Purchase Agreement are not satisfied;

• The balance of the Purchase Price shall be deposited in cash with an escrow agent on or prior to the closing date; and

• The Company is also responsible for paying all current and delinquent real estate taxes and assessments relating to the real property and certain other costs related to the transaction.

The Sellers are entities owned or controlled by Richard M. Osborne, the Company's Chairman of the Board and Chief Executive Officer. The proposed acquisition of the Matchworks Building was approved by the independent members of the Company's board of directors. The acquisition is contingent upon court approval and there can be no guaranty that the transaction will be completed.

The Purchase Agreement is attached to this Form 8-K as an exhibit. The description of the Purchase Agreement above is a summary and is qualified by the full text of the attached document.

(d) Exhibits.

Exhibit No.       Description

10.1              Purchase Agreement dated December 21, 2012, by and between McKay
                  Real Estate Corporation, Matchworks, LLC and Nathan Properties,
                  LLC by and through Mark E. Dottore, duly appointed Receiver in
                  the United States District Court, Northern District of Ohio,
                  Eastern Division, Case Number 1:11-CV-023464 and Gas Natural Inc.