CONTRIBUTION AGREEMENT (NSHI)
EXHIBIT AA
CONTRIBUTION AGREEMENT
(NSHI)
(NSHI)
This CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into May 27, 2008, by and
between Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”) and AmerAlia, Inc., a Utah
corporation (“AmerAlia”).
RECITALS
WHEREAS, AmerAlia owns capital stock of Holdings, which owns 46.5% of the capital stock of
Natural Soda, Inc. (“Natural Soda”);
WHEREAS, Natural Soda needs additional capital for its operations, including, but not limited
to paying the cost of drilling an additional well; and
WHEREAS, the shareholders of Natural Soda have contributed $1,000,000 to Natural Soda as a
capital contribution, and the funds used by Holdings for its share (i.e., $465,000) are being
provided to it by AmerAlia upon and subject to the terms and conditions set forth in this
Agreement; and
NOW, THEREFORE, in consideration of the representations, warranties and covenants set forth
herein and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Contribution. AmerAlia hereby agrees to contribute $465,000 to the capital of Holdings
(which will be used by Holdings to make a capital contribution to Natural Soda). Holdings hereby
accepts the forgoing contribution. The parties intend that this contribution qualify for
non-recognition pursuant to the terms of the United States Internal Revenue Code of 1986, as
amended (the “Code”) and applicable regulations thereunder.
2. Investment Intent. In connection with this transaction, AmerAlia represents and warrants
that such contribution is for investment purposes. AmerAlia represents that prior to making its
contribution, it has made an investigation into Holdings and its business and that Holdings has
made available to it all information with respect thereto which it needed to make an informed
decision to make the capital contribution referred to herein. AmerAlia represents that it
possesses experience and sophistication as an investor which are adequate for the evaluation of the
merits and risks of making the additional capital contribution to Holdings. AmerAlia acknowledges
that no new shares will be issued to it and it understands that with respect to the shares of
common stock of Holdings currently owned by AmerAlia:
(a) That such shares have not been registered under the Securities Act of 1933 or any state
securities law;
(b) That the shares cannot be transferred unless registered under the Securities Act of
1933 and applicable state securities laws or pursuant to an exemption from such registration
requirements;
(c) That it must bear the economic risk of its investment for an indefinite period of time
because the shares have not been registered under the Securities Act of 1933 or any state
securities laws, and, therefore, cannot be sold unless they are subsequently registered or
unless exemptions from such registration requirements are available;
Contribution Agreement (NSHI) — AmerAlia
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(d) That any certificate representing such shares may bear a legend in substantially the
following form:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE
SECURITIES PROVISIONS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE
ISSUER OF EVIDENCE SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT REGISTRATION IS NOT
REQUIRED FOR SUCH TRANSFER AND THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULES OR
REGULATIONS PROMULGATED THEREUNDER.
3. Further Assurances. From time to time, at the request of either party to this Agreement and
without further consideration, the other party will execute and deliver to the other such documents
and take such other action as the other may reasonably request in order to consummate more
effectively the transactions described herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized officers or representatives as of the date and year first written above, notwithstanding
the actual date of execution.
| NATURAL SODA HOLDINGS, INC. | AMERALIA, INC. | |||||||
By:
|
/s/ Xxxx X. Xxxx
|
By: | /s/ Xxxx X. Xxxx
|
|||||
Name:
|
Xxxx X. Xxxx | Name: | Xxxx X. Xxxx | |||||
Title:
|
President | Title: | President |
Contribution Agreement (NSHI) — AmerAlia
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