Ameralia Inc Sample Contracts

RECITALS:
Pledge Agreement • March 7th, 2003 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
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WITNESSETH:
Asset Purchase Agreement • February 21st, 2003 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Illinois
EXECUTION COPY ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 21st, 2003 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
RECITALS
Guaranty Agreement • December 26th, 2001 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
FORM OF SECURED SERIES A 10% DEBENTURE DUE SEPTEMBER 30, 2005
Ameralia Inc • March 22nd, 2004 • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
DEBENTURE
Debenture Purchase Agreement • March 22nd, 2004 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
RECITALS
Fourth Amended And • April 5th, 2002 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
FORM OF SECURED SUBORDINATED SERIES B2 CONVERTIBLE DEBENTURE DUE FEBRUARY 19, 2008
Ameralia Inc • March 22nd, 2004 • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
RECITALS:
Management and Cost Reimbursement Agreement • March 22nd, 2004 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
ACCOUNT PURCHASE AGREEMENT
Account Purchase Agreement • January 24th, 2007 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado

This Agreement is dated as of Nov. 3, 2005 between Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division ("WFBC"), and Natural Soda, Inc. ("Customer"). The Customer and WFBC agree as follows:

RECITALS:
Securityholder Agreement • March 22nd, 2004 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
RECITALS
Additional Guaranty Agreement • April 5th, 2002 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
WATER PURCHASE CONTRACT
Water Purchase Contract • January 31st, 2007 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado

This Water Purchase Contract (“Agreement”) is entered into as of the 1st day of January, 2007, (the “Effective Date”) between SHELL FRONTIER OIL & GAS, INC., a Delaware corporation (hereinafter referred to as the “Purchaser”), and NATURAL SODA, INC., a Colorado corporation (hereinafter referred to as the ''Seller'').

RECITALS:
Eighth Extension Agreement • November 3rd, 2003 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
Interest Purchase Agreement
Interest Purchase Agreement • June 6th, 2008 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado

This Interest Purchase Agreement is entered into on May 27, 2008, to be effective as of March 31, 2008 (the “Effective Date”), and is by and among Sentient USA Resources Fund, L.P., a Delaware limited partnership (“Sentient LP”), Sentient Global Resources Fund III, LP (“Fund III”), AmerAlia, Inc., a Utah corporation (“AmerAlia”), Natural Soda, Inc., a Colorado corporation (“Soda”) and Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”).

RECITALS
Ameralia Inc • March 22nd, 2004 • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
TRANSPARENT EXECUTION DESIGN/BUILD AGREEMENT
Design/Build Agreement • November 23rd, 2010 • Natural Resources USA Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado

THIS DESIGN/BUILD AGREEMENT (this “Agreement”) is entered into as of the 18th day of November, 2010, by and between Natural Soda Inc, a Colorado corporation, with its principal place of business at 3200 RBC Road 31, Rifle, CO, 81560 (hereinafter referred to as “NSI”), and HPD, LLC, a Delaware limited liability company, with its principal place of business at 23563 W. Main Street Plainfield, Illinois 60544 (hereinafter referred to as “HPD”), the two of which shall hereinafter be referred to individually as a “Party” or collectively as the “Parties”.

SHAREHOLDERS AGREEMENT
Shareholders Agreement • November 7th, 2008 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado

This Agreement is made and entered into to be effective as of the 31st day of October, 2008 by and between Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”), AmerAlia, Inc., a Utah corporation (AmerAlia”), Sentient USA Resources Fund, L.P., a Delaware limited partnership (“Sentient”), and any persons who hereafter own shares of Holdings which are subject to this Agreement, all of whom shall be referred to collectively as the “Shareholders” and individually as a “Share­holder.”

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Debenture Purchase Agreement
Debenture Purchase Agreement • June 6th, 2008 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado

This Debenture Purchase Agreement is entered into on May 27, 2008, to be effective as of October 31, 2007 (the “Effective Date”), and is by and among Sentient USA Resources Fund, L.P., a Delaware limited partnership (“Sentient LP”), AmerAlia, Inc., a Utah corporation (“AmerAlia”), Natural Soda, Inc., a Colorado corporation (“Soda”) and Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”).

AMENDMENT TO ACCOUNT PURCHASE AGREEMENT
Account Purchase Agreement • January 24th, 2007 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)

This Amendment shall modify that certain Account Purchase Agreement dated November 3, 2005, as amended (the "Agreement"), by and between Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division ("WFBC"), and Natural Soda, Inc. ("Customer").

TERMINATION OF CONSULTING AGREEMENT
Termination of Consulting Agreement • March 25th, 2011 • Natural Resources USA Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado

This Termination of Consulting Agreement (this “Termination Agreement”) is executed as of this 21st day of March, 2011 by Toveloa Pty Limited ABN 67 003 629 212, a company registered under the Corporations Act in Australia (“Toveloa”) and Natural Soda Holdings, Inc., a corporation formed under Colorado law (“NSHI”) to be effective as of the close of business December 31, 2010 (the “Effective Date”).

REIMBURSEMENT AGREEMENT
Reimbursement Agreement • July 7th, 2010 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)

THIS AGREEMENT (this "Agreement") is executed and delivered on the 29th day of June, 2010, by and between The Sentient Group ("TSG") and Natural Soda Holdings, Inc., a Colorado corporation ("NSHI").

CONTRIBUTION AGREEMENT
Contribution Agreement • February 12th, 2010 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)

This CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into December 17, 2009, by and between Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”), Sentient USA Resources Fund, LP, a Delaware limited partnership (“Sentient”), and AmerAlia, Inc., a Utah corporation (“AmerAlia”).

AMENDMENT TO THE RESTRUCTURING AGREEMENT
Restructuring Agreement • November 7th, 2008 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)

This Amendment to the Restructuring Agreement (the “Amendment”) is made and entered into this 31st day of October, 2008 and is by and among by and among AMERALIA, INC., a Utah corporation (“AmerAlia”), NATURAL SODA HOLDINGS, INC., a Colorado corporation (“Holdings”), NATURAL SODA, INC., a Colorado corporation (“Soda”), BILL H. GUNN (“Gunn”), ROBERT VAN MOURIK (“van Mourik”), SENTIENT USA RESOURCES FUND, L.P., a Delaware limited partnership (“Sentient I”), SENTIENT USA RESOURCES FUND II, L.P., a Delaware limited partnership (“Sentient II”) and SENTIENT GLOBAL RESOURCES FUND III, L.P., a Cayman Islands limited partnership (“Sentient III”).

RECITALS:
Ninth Extension Agreement • December 24th, 2003 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
RECITALS:
Third Extension Agreement • June 2nd, 2003 • Ameralia Inc • Mining & quarrying of nonmetallic minerals (no fuels)
FORM OF SECURED SUBORDINATED SERIES B1 DEBENTURE DUE FEBRUARY 19, 2008
Ameralia Inc • March 22nd, 2004 • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
MEMORANDUM OF AGREEMENT made effective as of the 11th day of May, 2011,
Memorandum of Agreement • May 13th, 2011 • Natural Resources USA Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

WHEREAS GSR owns 94.8% of the issued and outstanding shares of common stock in the capital of NRUC, having acquired same on March 15, 2011;

Contract
Ameralia Inc • January 24th, 2007 • Mining & quarrying of nonmetallic minerals (no fuels)
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