EXHIBIT 10.56
CONTRIBUTION
AGREEMENT
This CONTRIBUTION AGREEMENT (the
“Agreement”) is made and entered into July 15, 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”).
RECITALS
WHEREAS , AmerAlia owns 18 % of the capital stock of
Holdings;
WHEREAS , Sentient owns 82% of the capital stock of
Holdings;
WHEREAS, Sentient and AmerAlia have agreed to provide
$2,500,000 of additional capital to Holdings 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 contributes
$450,000 to the capital of Holdings and Sentient hereby contributes
$2,050,000 to the capital of Holdings. Holdings hereby accepts the
forgoing contributions. 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,
Sentient and AmerAlia each represent and warrant that such
contributions are for investment purposes. Sentient and AmerAlia
each represent 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 contribut
