Debenture Purchase AgreementDebenture Purchase Agreement • June 6th, 2008 • Sentient Global Resources Fund I, L.P. • 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”).
FILING AGREEMENT DATED TO BE EFFECTIVE MAY 27, 2008 REGARDING JOINT FILING OF SCHEDULE 13DFiling Agreement • June 6th, 2008 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels)
CONTRIBUTION AGREEMENT (NSHI)Contribution Agreement • June 6th, 2008 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels)
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”).
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • June 6th, 2008 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels)
This Promissory Note Extension Agreement is entered into this 27th day of May, 2008, to be effective as of December 31, 2007 and is by and between Sentient USA Resources Fund II, L.P., a Delaware limited partnership (“Sentient II LP”) and AmerAlia, Inc., a Utah corporation (“AmerAlia”).
CONTRIBUTION AGREEMENT (NSI)Contribution Agreement • June 6th, 2008 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels)
This CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into May 27, 2008, by and among Sentient USA Resources Fund, L.P., a Delaware limited Sentient LP (“Sentient LP”), Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”), and Natural Soda, Inc., a Colorado corporation (“Natural Soda”).
Interest Purchase AgreementInterest Purchase Agreement • June 6th, 2008 • Sentient Global Resources Fund I, L.P. • 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”).
GENERAL RELEASEGeneral Release • June 6th, 2008 • Sentient Global Resources Fund I, L.P. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This General Release (“General Release”) is being executed and delivered on May 27, 2008 to be effective as of December 31, 2007, by and among AmerAlia, Inc., a Utah corporation (“AmerAlia”), Natural Soda Holdings, Inc., a Colorado corporation (“NSHI”), Natural Soda, Inc., a Colorado corporation (“NSI”), Robert van Mourik (“van Mourik”), and Bill H. Gunn (“Gunn”)(AmerAlia, NSHI, NSI, van Mourik and Gunn are referred to herein as the “AmerAlia Parties”) and is for the benefit of Sentient Global Resources Fund I, LP (“Fund I”), Sentient Global Resource Trust No. I (“Trust I”), Sentient USA Resources Fund, L.P. (“Sentient LP ”), Sentient USA Resources Fund II, L.P. (“Sentient II LP”) (Sentient LP, Trust I, Fund I, and Sentient II LP are referred to herein as the “Sentient Parties”).
