Mezey Howarth Racing Stables, Inc. Sample Contracts

Forterus, Inc. – CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES B PREFERRED STOCK OF FORTERUS, INC. (November 25th, 2008)

Forterus, Inc., a corporation organized and existing under the laws of the State of Nevada (the “CORPORATION"), hereby certifies that the Board of Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant to authority of the Board of Directors, and in accordance with the provisions of its Certificate of Incorporation  and Bylaws,  has and hereby authorizes a series of the Corporation's  previously  authorized  Preferred Stock, par value $0.001 per share (the "PREFERRED  STOCK"),  and hereby states the designation and number of shares, and fixes the rights, preferences,  privileges,  powers and restrictions thereof, as follows:

Forterus, Inc. – CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES C CONVERTIBLE PREFERRED STOCK OF FORTERUS, INC. (November 25th, 2008)

Forterus, Inc., a corporation organized and existing under the laws of the State of Nevada (the “CORPORATION"), hereby certifies that the Board of Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant to authority of the Board of Directors, and in accordance with the provisions of its Certificate of Incorporation  and Bylaws,  has and hereby authorizes a series of the Corporation's  previously  authorized  Preferred Stock, par value $0.001 per share (the "PREFERRED  STOCK"),  and hereby states the designation and number of shares, and fixes the rights, preferences,  privileges,  powers and restrictions thereof, as follows:

Forterus, Inc. – CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES C CONVERTIBLE PREFERRED STOCK OF FORTERUS, INC. (August 19th, 2008)

Forterus, Inc., a corporation organized and existing under the laws of the State of Nevada (the “CORPORATION"), hereby certifies that the Board of Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant to authority of the Board of Directors, and in accordance with the provisions of its Certificate of Incorporation  and Bylaws,  has and hereby authorizes a series of the Corporation's  previously  authorized  Preferred Stock, par value $0.001 per share (the "PREFERRED  STOCK"),  and hereby states the designation and number of shares, and fixes the rights, preferences,  privileges,  powers and restrictions thereof, as follows:

Forterus, Inc. – CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES B PREFERRED STOCK OF FORTERUS, INC. (August 19th, 2008)

Forterus, Inc., a corporation organized and existing under the laws of the State of Nevada (the “CORPORATION"), hereby certifies that the Board of Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant to authority of the Board of Directors, and in accordance with the provisions of its Certificate of Incorporation  and Bylaws,  has and hereby authorizes a series of the Corporation's  previously  authorized  Preferred Stock, par value $0.001 per share (the "PREFERRED  STOCK"),  and hereby states the designation and number of shares, and fixes the rights, preferences,  privileges,  powers and restrictions thereof, as follows:

Forterus, Inc. – STOCK EXCHANGE AGREEMENT (August 19th, 2008)

THIS STOCK EXCHANGE AGREEMENT (the "Agreement") is made as of this 7th day of August, 2008, by and between Forterus, Inc, a Nevada corporation ("FTER"), and the persons whose signatures appear as "Shareholders" on the signature pages of this Agreement (collectively, the "Shareholders" and each may be referred to hereinafter as a "Shareholder").

Mezey Howarth Racing Stables, Inc. – REGISTRATION RIGHTS AGREEMENT (May 13th, 2008)

Registration Rights Agreement (the “Agreement”), dated as of January 22, 2008, by and between Mezey Howarth Racing Stables, Inc. a corporation organized under the laws of State of Nevada, with its principal executive office at 405A Arenoso, San Clemente, CA 92672 (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

Mezey Howarth Racing Stables, Inc. – REGISTRATION RIGHTS AGREEMENT (May 13th, 2008)

Registration Rights Agreement (the “Agreement”), dated as of January 22, 2008, by and between Mezey Howarth Racing Stables, Inc. a corporation organized under the laws of State of Nevada, with its principal executive office at 405A Arenoso, San Clemente, CA 92672 (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

Mezey Howarth Racing Stables, Inc. – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MEZEY HOWARTH RACING STABLES, INC. (May 13th, 2008)

The undersigned, being the President and Secretary of Mezey Howarth Racing Stables, Inc., hereby declare that the original Articles of the corporation were filed with the Secretary of State of the State of Nevada on February 27, 2007. Pursuant to the provisions of NRS 78.385-390, at a duly noticed and convened meeting on December 24, 2007, the sole Shareholder of the corporation, representing 100% of the of the voting power of the company's common stock, unanimously voted for the following amendment to the Articles of Incorporation.

Mezey Howarth Racing Stables, Inc. – INVESTMENT AGREEMENT (May 13th, 2008)

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of January 22, 2008 by and between Mezey Howarth Racing Stables, Inc.,a Nevada corporation (the "Company"), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company (the "Investor").

Mezey Howarth Racing Stables, Inc. – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MEZEY HOWARTH RACING STABLES, INC. (May 13th, 2008)

The undersigned, being the President and Secretary of Mezey Howarth Racing Stables, Inc., hereby declare that the original Articles of the corporation were filed with the Secretary of State of the State of Nevada on February 27, 2007. Pursuant to the provisions of NRS 78.385-390, at a duly noticed and convened meeting on December 24, 2007, the sole Shareholder of the corporation, representing 100% of the of the voting power of the company's common stock, unanimously voted for the following amendment to the Articles of Incorporation.

Mezey Howarth Racing Stables, Inc. – INVESTMENT AGREEMENT (May 13th, 2008)

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of January 22, 2008 by and between Mezey Howarth Racing Stables, Inc.,a Nevada corporation (the "Company"), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company (the "Investor").

Mezey Howarth Racing Stables, Inc. – WADE MEZEY, ATTORNEY AND COUNSELOR AT LAW (May 13th, 2008)

You have requested my opinion as to the legality of the issuance of common stock by Mezey Howarth Racing Stables, Inc.., (the "Corporation") of up to 10,000,000 shares of Common Stock (the "Shares") pursuant to a Registration Statement on Form S-1 (the "Registration Statement") to be filed with the U.S. Securities and Exchange Commission.

Mezey Howarth Racing Stables, Inc. – INVESTMENT AGREEMENT (May 13th, 2008)

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of January 22, 2008 by and between Mezey Howarth Racing Stables, Inc.,a Nevada corporation (the "Company"), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company (the "Investor").

Mezey Howarth Racing Stables, Inc. – REGISTRATION RIGHTS AGREEMENT (May 13th, 2008)

Registration Rights Agreement (the “Agreement”), dated as of January 22, 2008, by and between Mezey Howarth Racing Stables, Inc. a corporation organized under the laws of State of Nevada, with its principal executive office at 405A Arenoso, San Clemente, CA 92672 (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

Mezey Howarth Racing Stables, Inc. – WADE MEZEY, ATTORNEY AND COUNSELOR AT LAW (May 13th, 2008)

You have requested my opinion as to the legality of the issuance of common stock by Mezey Howarth Racing Stables, Inc ., (the "Corporation") of up to 10,000,000 shares of Common Stock (the "Shares") pursuant to a Registration Statement on Form S-1 (333-150524) (the "Registration Statement") filed with the U.S. Securities and Exchange Commission.

Mezey Howarth Racing Stables, Inc. – WADE MEZEY, ATTORNEY AND COUNSELOR AT LAW (May 13th, 2008)

You have requested my opinion as to the legality of the issuance of common stock by Mezey Howarth Racing Stables, Inc.., (the "Corporation") of up to 10,000,000 shares of Common Stock (the "Shares") pursuant to a Registration Statement on Form S-1 (the "Registration Statement") to be filed with the U.S. Securities and Exchange Commission.

Mezey Howarth Racing Stables, Inc. – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MEZEY HOWARTH RACING STABLES, INC. (May 13th, 2008)

The undersigned, being the President and Secretary of Mezey Howarth Racing Stables, Inc., hereby declare that the original Articles of the corporation were filed with the Secretary of State of the State of Nevada on February 27, 2007. Pursuant to the provisions of NRS 78.385-390, at a duly noticed and convened meeting on December 24, 2007, the sole Shareholder of the corporation, representing 100% of the of the voting power of the company's common stock, unanimously voted for the following amendment to the Articles of Incorporation.

Mezey Howarth Racing Stables, Inc. – CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO (May 9th, 2008)
Mezey Howarth Racing Stables, Inc. – REGISTRATION RIGHTS AGREEMENT (May 9th, 2008)

Registration Rights Agreement (the “Agreement”), dated as of January 22, 2008, by and between Mezey Howarth Racing Stables, Inc. a corporation organized under the laws of State of Nevada, with its principal executive office at 405A Arenoso, San Clemente, CA 92672 (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

Mezey Howarth Racing Stables, Inc. – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MEZEY HOWARTH RACING STABLES, INC. (May 9th, 2008)

The undersigned, being the President and Secretary of Mezey Howarth Racing Stables, Inc., hereby declare that the original Articles of the corporation were filed with the Secretary of State of the State of Nevada on February 27, 2007. Pursuant to the provisions of NRS 78.385-390, at a duly noticed and convened meeting on December 24, 2007, the sole Shareholder of the corporation, representing 100% of the of the voting power of the company's common stock, unanimously voted for the following amendment to the Articles of Incorporation.

Mezey Howarth Racing Stables, Inc. – INVESTMENT AGREEMENT (May 9th, 2008)

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of January 22, 2008 by and between Mezey Howarth Racing Stables, Inc.,a Nevada corporation (the "Company"), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company (the "Investor").

Mezey Howarth Racing Stables, Inc. – CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Wade Mezey, certify that: (May 9th, 2008)
Mezey Howarth Racing Stables, Inc. – CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO (May 9th, 2008)
Mezey Howarth Racing Stables, Inc. – CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, J. Wade Mezey, certify that: (May 9th, 2008)
Mezey Howarth Racing Stables, Inc. – CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Wade Mezey, certify that: (April 30th, 2008)
Mezey Howarth Racing Stables, Inc. – REGISTRATION RIGHTS AGREEMENT (April 30th, 2008)

Registration Rights Agreement (the “Agreement”), dated as of January 22, 2008, by and between Mezey Howarth Racing Stables, Inc. a corporation organized under the laws of State of Nevada, with its principal executive office at 405A Arenoso, San Clemente, CA 92672 (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

Mezey Howarth Racing Stables, Inc. – CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, J. Wade Mezey, certify that: (April 30th, 2008)
Mezey Howarth Racing Stables, Inc. – INVESTMENT AGREEMENT (April 30th, 2008)

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of January 22, 2008 by and between Mezey Howarth Racing Stables, Inc.,a Nevada corporation (the "Company"), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company (the "Investor").

Mezey Howarth Racing Stables, Inc. – CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO (April 30th, 2008)
Mezey Howarth Racing Stables, Inc. – CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO (April 30th, 2008)
Mezey Howarth Racing Stables, Inc. – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MEZEY HOWARTH RACING STABLES, INC. (April 30th, 2008)

The undersigned, being the President and Secretary of Mezey Howarth Racing Stables, Inc., hereby declare that the original Articles of the corporation were filed with the Secretary of State of the State of Nevada on February 27, 2007. Pursuant to the provisions of NRS 78.385-390, at a duly noticed and convened meeting on December 24, 2007, the sole Shareholder of the corporation, representing 100% of the of the voting power of the company's common stock, unanimously voted for the following amendment to the Articles of Incorporation.

Mezey Howarth Racing Stables, Inc. – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MEZEY HOWARTH RACING STABLES, INC. (February 22nd, 2008)

The undersigned, being the President and Secretary of Mezey Howarth Racing Stables, Inc., hereby declare that the original Articles of the corporation were filed with the Secretary of State of the State of Nevada on February 27, 2007. Pursuant to the provisions of NRS 78.385-390, at a duly noticed and convened meeting on December 24, 2007, the sole Shareholder of the corporation, representing 100% of the of the voting power of the company's common stock, unanimously voted for the following amendment to the Articles of Incorporation.

Mezey Howarth Racing Stables, Inc. – CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO (February 22nd, 2008)
Mezey Howarth Racing Stables, Inc. – REGISTRATION RIGHTS AGREEMENT (February 22nd, 2008)

Registration Rights Agreement (the “Agreement”), dated as of January 22, 2008, by and between Mezey Howarth Racing Stables, Inc. a corporation organized under the laws of State of Nevada, with its principal executive office at 405A Arenoso, San Clemente, CA 92672 (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

Mezey Howarth Racing Stables, Inc. – INVESTMENT AGREEMENT (February 22nd, 2008)

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of January 22, 2008 by and between Mezey Howarth Racing Stables, Inc.,a Nevada corporation (the "Company"), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company (the "Investor").