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THIS AGREEMENT is entered into on August —4'4� , 2009 by and between <br />GERARD M. VITALE, (hereafter referred to herein as "seller"), and TGSV <br />ENTERPRISES INC., a Florida Corporation (hereafter referred to herein as "buyer"). <br />RECITALS <br />A. GERARD M. VITALE is a shareholder in good standing and holder of <br />fifteen (15) shares of outstanding common capital stock. <br />B. The seller desires to sell and the buyer desires to buy fifteen (15) shares of <br />stock under the terms and conditions set forth herein. <br />THEREFORE, in consideration of the promises mutually exchanged in this <br />agreement and other good and valuable consideration, the receipt and sufficiency of <br />which is acknowledged, the parties agree as follows: <br />AGREEMENT <br />1. Sale of Shares. Subject to the provisions of this agreement, the seller <br />agrees to sell the stock to the buyer. The seller agrees to deliver the stock to the buyer at <br />closing, with all certificates duly endorsed to the buyer and ready for transfer. The seller <br />further agrees to execute such additional documents as the buyer deems necessary to <br />perfect the buyer's title to the stock. <br />2. Purchase Price. The purchase price shall be three hundred and ninety six <br />thousand dollars and no cents ($396,000.00) The effective date of this sale shall be <br />January 1, 2009. <br />3. Payment of Purchase Price. The purchase price shall be paid as follows: <br />Buyer shall purchase (15) shares of stock effective as of January 1, 2009. Buyer shall <br />pay in a lump sum the purchase price of $396,000.00, on or before August 10, 2009. <br />4. Representations and Warranties of Buyer. The buyer makes the following <br />representations and warranties to the seller: <br />4.1 Purpose of Purchase. The buyer is not purchasing corporate stock <br />under this agreement for resale. <br />4.2 Origination of Transaction. The transaction contemplated by this <br />contract was initiated by the seller rather than by any inquiry of the buyer. <br />4.3 Broker. No broker has been involved in the procuring of the buyer <br />or in the negotiation of this contract. <br />1 <br />