ex10_55.htm


    
      

    

    EXHIBIT 10.55

    


    SHAREHOLDERS
AGREEMENT

    


    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.”

    


    R
E C I T A L S

    


    WHEREAS, the Shareholders are
the owners of all the issued and outstanding shares of capital stock of Holdings
with each Shareholder (as of the date set forth in the introductory paragraph of
this Agreement), owning the number and percentage shown below:

    


    
      
        
          
            	
                     

                     

                    Shareholder

                  	 	
                    Number
      of Shares Owned

                  	 	 	
                    Percentage
      of Total Shares Owned

                  	 
	
                    AmerAlia

                  	 	 	180,000	 	 	 	18	%
	
                    Sentient

                  	 	 	820,000	 	 	 	82	%
	 
      	 	 	1,000,000	 	 	 	100	%


          

        

      

    

    


    WHEREAS, the Shareholders
believe it to be in their best interests and in the best interests of Holdings
to document their arrangements and understandings with respect to the
disposi­tion of shares of Holdings, now owned or hereafter acquired by the
Shareholders (collectively referred to as the “Shares”).

    


    NOW, THEREFORE, in
consideration of the foregoing premises and the mutual representations,
warranties, covenants and conditions contained herein, the parties hereto agree
as follows:

     

    ARTICLE
1

    Restriction
on Transfer of Shares By AmerAlia

    


    1.1           Restriction on Transfer
.  A Shareholder shall not transfer any right, title or
interest in all or any part of its Shares, whether now owned or hereafter
acquired, except in compliance with the terms, covenants, and conditions of this
Agreement.  For purposes of this Agreement, the term “transfer” shall
include any sale, assignment, transfer, pledge, conveyance, encumbrance, gift,
hypothecation or any other disposition of any Share or Shares of
Holdings.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1.2           Certificates.  The
certificates representing shares that are issued and outstanding as of the date
of this Agreement shall be surrendered to Holdings for the purpose of endorsing,
and any certificates representing shares newly issued by Holdings shall be
endorsed, with a legend as follows:

    


    “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO
SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.”

     

    


    In
addition, the shares represented by this certificate are transferable only upon
compli­ance with the provisions of a Shareholder Agreement dated 31 October,
2008, a copy of which is on file with the Secretary of Holdings.

    


    After
endorsement, the certificates shall be returned or delivered to the registered
owner, which shall be entitled to exercise all rights of ownership therein,
except as limited by this Agreement.  All certificates issued after
the date of this Agreement, which represent Shares subject to this Agreement
(including any shares that are permitted to be transferred after compliance with
the terms of this Agreement), shall be endorsed as set forth above.

    


    


    1.3           Capital
Adjustments.  In the event that during the term of this
Agreement any share dividend or other distribution is made with respect to all
or any of the Shares (payable in securi­ties of Holdings), or any
reclassification, readjustment, split, reverse split or other change is declared
or made in the capital structure of Holdings, all new, substitute or additional
shares or other securities issued by reason of such change shall be held by the
registered owner and any permitted successor or assign of the registered owner
under and restricted by the terms of this Agreement and certificates
representing such shares shall bear the foregoing legend.

    


    ARTICLE
2

    Transfers

    


    2.1            Right of First
Refusal.  Upon receipt by AmerAlia (including any successor or
assign of AmerAlia) of a bona fide offer for the purchase of any or all its
Shares of Holdings which such Shareholder desires to accept, AmerAlia (including
any successor or assign of AmerAlia) (“Offering Shareholder”) shall offer to
sell such Shares (the “Offered Shares”) to Holdings and Sentient, as
follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.1.1         Notice.  The
Offering Shareholder shall deliver a written notice to Holdings and Sentient
(the “Notice”).  The Notice shall state that the Offering Shareholder
offers to sell the Offered Shares to Holdings and/or Sentient for the same price
and upon the same terms and condi­tions offered by the bona fide prospective
purchaser. Such prospective purchaser’s offer shall include a cash earnest money
deposit of at least 10% of the proposed purchase price to be held in trust by
Holdings pursuant to the terms of this Section. The earnest money deposit must
be delivered to the Treasurer of Holdings contemporaneous with the transmission
of the Notice to Sentient. Included in the Notice shall be a statement of the
Offering Shareholder’s agreement to transfer to the prospective purchaser if the
Notice is not accepted, the name and address of the prospective transferee, the
number of Shares involved in the proposed transfer, and the price, terms and
conditions of the proposed transfer.  The Offering Shareholder shall
transmit the Notice to the Secretary of Holdings and Sentient by certified mail
or personal delivery, furnishing a copy of the aforesaid written offer to
purchase from the prospective purchaser together with proof the earnest money
deposit has been made.  If the proposed purchase is to be on terms
other than cash and/or deferred payments, and the parties cannot agree on a
“cash equivalent” value, the certified public accountant of Holdings will
determine the “cash equivalent” value of the offer, which determination shall be
controlling for the purposes of this Agreement.

    


    2.1.2         Exercise of Right of First
Refusal.  Within twenty (20) days after the Secretary of
Holdings receives the Notice together with the cash deposit, Holdings may elect
to purchase all or part of the Offered Shares by delivering to the Shareholders
a written notice of its election to purchase all or part of the Offered
Shares.  If Holdings does not purchase all or part of the Offered
Shares, within thirty (30) days thereafter (50 days after receipt by the
Secretary of Holdings of the Notice), Sentient may elect to purchase the
remaining Offered Shares by providing the Offering Sharehold­er a written
notice of its election to purchase.  Neither Holdings nor Sentient
exercising the right of first refusal shall be bound to perform any non-monetary
terms contained in the prospective purchaser’s offer which cannot reasonably be
performed by it.

    


    2.1.3         Closing.  Closing
of the sale of any Shares for the prices and under the terms and conditions
described in this Section shall be held in the principal office of Holdings at
10:00 A.M., Mountain Time on the later of the closing date described in the bona
fide offer, or the date following receipt by Holdings of the Notice by sixty
(60) days.

    


    2.1.4         Sale to Third
Party.  If neither Sentient nor Holdings exercises its right of
first refusal within the prescribed time, the Offering Shareholder shall make a
bona fide transfer in strict accordance with the terms and conditions stated in
the Notice; and the person acquiring such Shares shall be a “Share­holder”
subject to all the terms and covenants of this Agreement.  In such
case, the Offering Shareholder shall not be obligated to transfer any of the
Offered Shares to Holdings or any of the Shareholders, since their right to
purchase is dependent upon the Offering Sharehold­er receiving notice of
intent to purchase all of the Offered Shares.  However, if the
Offering Shareholder shall fail to make such transfer within thirty (30) days
following the expiration of the time period given to Holdings and Sentient to
exercise their respective rights of first refusal, the Offering Shareholder
shall repeat the procedure in the foregoing paragraphs before transferring any
Shares in Holdings.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.2           Optional Right to Purchase
Shares by Corporation.  Holdings may purchase all Shares of
AmerAlia (also herein referred to as the “Sale Shares”) for the Purchase Price
(established pursuant to Section 2.5) and under the terms and conditions set
forth in this Section if:

    


    2.2.1         Unauthorized
Transfer.  AmerAlia (including any successor or assign of
AmerAlia) transfers or attempts to transfer any of his, her or its shares
without compliance with the terms of this Agreement, after ten (10) days’
written notice of such noncompliance is given by Holdings or AmerAlia (including
any successor or assign of AmerAlia) and such noncompliance is not remedied
within such ten (10) day period;

    


    2.2.2         Levy or
Execution.  Any levy or execution is made on any Shares of
AmerAlia (including any successor or assign of AmerAlia),

    


    2.2.3         Bankruptcy.  AmerAlia
(including any successor or assign of AmerAlia) makes an assignment for the
benefit of creditors, files for protection from creditors pursuant to the United
States Bankruptcy Code or any similar state or federal law, or fails to obtain
the discharge of any involuntary filing under any bankruptcy or similar law
within 30 days after such filing; or

    


    2.2.4         Breach of Contract.
AmerAlia (including any successor or assign of AmerAlia) materially breaches any
written agreement among Shareholders, including but not limited to this
Agree­ment, and fails to remedy such breach within the remedy period
provided by such agreement.  Holdings may exercise its right to
purchase Sale Shares under this Section by delivery to AmerAlia (including any
successor or assign of AmerAlia), and any other appropri­ate party, of a
notice of election to purchase within thirty (30) days after it first is
entitled to exercise its rights under this Section, and Holdings shall become
obligated to purchase such Shares upon delivery of the notice of
election.  The purchase price and other terms of the sale shall be
established by the provisions of Section 2.5 of this
Agree­ment.

    


    2.3           Drag-Along
Right.  Subject to the receipt of any required approval by the
shareholders of AmerAlia, Inc., if Sentient receives an offer to purchase all of
its shares and it elects to accept the offer as to all of its Shares, then
Sentient have the right to require AmerAlia and any successor or assign of
AmerAlia (a “Dragged Seller”) sell all of its Shares on the same terms and
conditions (on a per share basis) as the third party is purchasing the shares of
Sentient.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.4           Tag-Along
Right.  If Sentient desire to sell or otherwise dispose of all
of its Shares pursuant to an offer from a third party, then Sentient shall
provide AmerAlia with a notice of the proposed sale, describing in detail the
terms and conditions of the proposed sale.  AmerAlia shall have the
right, exercisable for a period of fifteen (15) days after receipt of the notice
of proposed sale, to require the third party purchaser to purchase all of the
Shares owned by AmerAlia on the same terms and conditions as the Shares being
purchased from Sentient. If the third party purchaser refuses to purchase all of
the Shares of AmerAlia on the same terms and conditions, then Sentient may not
sell any of its shares to such purchaser. If AmerAlia fails to exercise the
rights described in this Section within fifteen days after receipt of the notice
from Sentient, then Sentient may transfer its Shares to the purchaser on the
same terms and conditions as set forth in the notice of proposed sale and the
Tag-Along rights described in this section shall terminate and shall no longer
be enforceable. If the shareholders of AmerAlia have not approved of the
Drag-Along rights described in Section 2.3 on or before December 31, 2008, then
this Tag-Along right shall terminate and shall not be enforceable.

    


    2.5           Valuation.  The
purchase price of any Share sold pursuant to this Agreement, except as provided
with respect to the right of first refusal or drag along rights shall be
determined in the following manner:

    


    2.5.1         By
Agreement.  The fair market value of the Shares will be that
price that is mutually agreed upon by the seller and the purchaser. If seller
and the purchaser are unable to agree mutually on the fair market value of the
Shares within ten (10) days from the date of the deemed offer, the fair market
value of the Shares will be determined by one (1) or more Qualified Appraisers,
selected under the procedures in this Section.

    


    2.5.2         By
Appraisal.  If the fair market value of the Shares is to be
determined by Qualified Appraisers, the seller and purchaser will each have the
opportunity to appoint, at his, her, or its own expense, a Qualified Appraiser,
within five (5) days following the expiration of the ten (10)-day period within
which the Seller and purchaser could not mutually agree on the fair market
value. If either party shall fail to appoint a Qualified Appraiser within this
five (5)-day period, the other Qualified Appraiser shall unilaterally establish
the fair market value of the Shares by a written opinion.  If both
parties appoint Qualified Appraisers within this five (5)-day period, these two
(2) Qualified Appraisers shall establish the fair market value of the Shares in
a single written opinion agreed to by both of them.  If these two (2)
Qualified Appraisers cannot agree on the fair market value of the Shares within
ten (10) days of the appointment of the latter of them, these two (2) appointed
Qualified Appraisers shall together appoint a third Qualified Appraiser whose
sole written opinion shall establish the fair market value of the
Shares.  Any action to be taken by Holdings under this section shall
be taken by Holdings’ Board of Directors, except that the Seller shall not vote,
either as a director or Stockholder, and either directly or through an agent or
subordinate, with respect to such actions. The fees and reimbursed expenses
charged by the Qualified Appraisers in the valuation under this section shall be
borne solely equally by the purchaser and seller. Holdings will provide such
data as any Qualified Appraiser deems necessary or useful to make such
determination of the fair market value of the Shares. The parties agree that the
Shares owned by AmerAlia (or any of its successors or assigns) shall be subject
to any minority interest discount as may be deemed appropriate by the
Appraiser.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.5.3         Definition of a Qualified
Appraiser.  A “Qualified Appraiser” is a professional appraiser
or independent certified public accountant who is qualified by experience and
ability to appraise the Shares. The appointment of a Qualified Appraiser shall
be made by a written instrument delivered to each of the other parties to the
purchase and Holdings.

    


    2.6           Closing.  Except
as expressly provided to the contrary herein, a closing of the purchase and sale
of any Shares subject to transfer pursuant to the provisions of this Article
shall be held within thirty (30) days after notice of exercise has been given
(the “Closing”).  If the parties cannot mutually agree on a Closing
date, time and place, the Closing shall be held on the thirtieth (30th) day
following notice of exercise or on the next business day that is not a bank
holiday in Denver, Colorado immediately following the thirtieth (30th)
day.  Absent an agreement to the contrary, the Closing shall occur at
10:00 o’clock A.M., Mountain Time, at the principal offices of
Holdings.

    


    2.7           Payment
Provisions.  The purchase price under this Agreement shall be
paid in cash, except as may otherwise be provided in the provisions of the offer
subject to the right of first refusal.

    


    2.8           Cooperation.  If
Holdings does not have sufficient surplus or other authority to permit it to
lawfully purchase all of the Shares it has the right to purchase pursuant to
this Article, all the Shareholders hereby agree to promptly take such measures
to vote their respective Shares to reduce the capital of Holdings or to take
such other steps as may be appropri­ate or necessary to enable Holdings to
purchase and pay for all of the Shares to be purchased.  If Holdings
shall, nevertheless, be unable to or refuse to purchase all of the Shares it has
agreed to purchase, then, with respect to the Shares which Holdings shall be
unable to or shall refuse to purchase, the remaining Shareholder(s) may purchase
such Shares ratably in accordance with their then respective holdings in
Holdings in accordance with the provisions of this Article as though such
Shareholders were named instead of Holdings.

    


    2.9           Duty to
Sell.  In the event either Holdings or a Shareholder becomes
obligated to purchase shares pursuant to this Agreement, AmerAlia (including any
successor or assign of AmerAlia), or any heir, assign, transferee,
successor-in-interest, trustee or personal representative of AmerAlia (including
any successor or assign of AmerAlia), shall sell the Shares for the purchase
price under the terms and conditions set forth in this
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
3

    Other
Terms

    


    3.1           Additional Funding
Requirements.  The Shareholders have discussed the potential
capital requirements of Holdings and its wholly owned subsidiary, Natural Soda,
Inc. If the Board of Directors of Holdings determines that additional capital is
appropriate for Holdings (including capital needed to fund its subsidiary,
Natural Soda, Inc.), each of the Shareholders shall have the right for a period
of no less than thirty days to contribute its pro rata share of any additional
such additional capital.  AmerAlia agrees that Sentient shall have no
obligations to make any capital contributions to AmerAlia, whether to fund such
capital needs or otherwise. If AmerAlia is unable to or elects not to timely
fund its pro rata share of any such additional capital, Sentient may fund more
than its pro rata share with the result being that AmerAlia’s percentage
interest in Holdings will be reduced as a result. AmerAlia for itself and its
shareholders waives any claims against Sentient (including any of its successors
and assigns) resulting from (i) any inability of AmerAlia to raise additional
capital or to be able to make any contributions to the capital of Holdings, or
(ii) any contributions to Holdings made by Sentient which result in a reduction
in AmerAlia’s percentage ownership of Holdings because AmerAlia was unable to or
elects not to make its pro rata share of the contribution within thirty days
after receiving the notice described above.

    


    


    ARTICLE
4

    Termination
of Agreement

    


    4.1           Termination of
Agreement.  This Agreement shall terminate upon the occurrence
of any of the following events:

    


    4.1.1         By
Agreement.  By written agreement to terminate this Agreement
signed by all the Share­holders of Holdings;

    


    4.1.2         Ownership
by a Sole
Shareholder.  If any one shareholder acquires all of the shares
of capital stock of Holdings;  or

    


    4.1.3         Liquidation or
Dissolution.  The liquidation or dissolution of
Holdings.

    


    ARTICLE
5

    Miscellaneous

    


    5.1           Notices.  Any
and all offers, notices, designations, consents, acceptances, or other
communications provided for in this Agreement (collectively the “Notices”),
shall be given in writing by registered or certified mail.  Notices to
Holdings shall be addressed to the Secretary of Holdings at its principal
business office, with a copy to the other shareholders.  Notices to
any Shareholder shall be addressed to his, her or its address appearing on the
books of Holdings.  Each such notice shall be deemed given and
delivered at the time it is personally delivered or properly addressed and
mailed with sufficient postage prepaid in any post office or branch post office
regularly maintained by the United States Government.  If not provided
in accordance with the provisions of this Section, a notice shall be ineffective
for all purposes under this Agreement, even if actually
received.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.2           Execution of
Documents.  Each Shareholder hereby agrees for himself, herself
or itself, and his, her or its successors and assigns, to execute and deliver
any and all documents or legal instruments which may be necessary or proper to
carry out the provisions of this Agreement.

    


    5.3           Damages.  The
Shareholders hereby declare that it is impossible to measure in money the
damages which will accrue to any Shareholder by reason of Holdings’ or any
Shareholder’s failure to perform any of the obligations under this
Agreement.  Therefore, if any Shareholder shall institute any action
or proceeding to enforce the provisions herein, any person (including Holdings)
against whom such action or proceeding is brought hereby waives the claim or
defense therein that such Shareholder has an adequate remedy at law, and such
person shall not urge in any such action or proceeding the claim or defense that
such remedy at law exists.  Each of the parties hereto expressly
agrees that the equitable remedy of specific performance is the appropriate
remedy in addition to any monetary damages or other remedies that may be
awarded.

    


    5.4           Invalidity.  The
invalidity or inability to enforce of any provision or provisions of this
Agreement shall not affect the other provisions of this Agreement, and this
Agreement shall be construed in all respects as if any invalid or unenforceable
provisions were omitted.

    


    5.5           Amendment of
Agreement.  No change, termination, or modification of this
Agreement shall be valid unless the same be in writing and executed by all the
parties hereto.

    


    5.6           Parties Bound by
Agreement.  This Agreement shall be binding upon Holdings and
the Shareholders and their respective heirs, personal representatives,
successors and assigns.  This Agreement shall be construed in
accordance with Colorado law.

    


    5.7           Execution.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which shall constitute one and the same
agreement.

    


    5.8           Integration.  This
Agreement contains the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior or contemporane­ous
discussions, negotiations and agreements, whether written or oral.

    


    5.9           Attorneys’ Fees and
Costs.  In the event of any litiga­tion to enforce any
provision of this Agreement, the prevailing party shall be entitled to recovery
attorneys’ fees and costs incurred in such litigation in addition to any other
damages awarded or other determinations made.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.10          Independent
Covenants.  Each of the agreements or covenants contained in
this Agreement shall be deemed to be independent of each of the others and to be
supported by good and adequate consideration.

    


    5.11          Time of the
Essence.  Time shall be of the essence in performing the
obligations contained in this Agreement.

    


    5.12          Dispute
Resolution.  Any dispute, claim or controversy arising out of
or relating to this Agreement or the breach, termination, enforcement,
interpretation or validity thereof, including the determination of the scope or
applicability of this agreement to arbitrate, shall be determined by arbitration
in Douglas County, Colorado, before three arbitrators. The arbitration shall be
administered by JAMS pursuant to its Comprehensive Arbitration Rules and
Procedures. Judgment on the Award may be entered in any court having
jurisdiction. This clause shall not preclude parties from seeking provisional
remedies in aid of arbitration from a court of appropriate
jurisdiction.  The arbitrator shall, in the Award, allocate all or
part of the costs of the arbitration, including the fees of the arbitrator and
the reasonable attorneys’ fees of the prevailing party.

    


    The
parties agree that any and all ­disputes, claims or controversies arising
out of or relating to this Agreement shall be submitted to JAMS, or its
successor, for mediation, and if the matter is not resolved through mediation,
then it shall be submitted to JAMS, or its successor, for final and binding
arbitration pursuant to the arbitration clause set forth above. Either party may
commence mediation by providing to JAMS and the other party a written request
for mediation, setting forth the subject of the dispute and the relief
requested. The parties will cooperate with JAMS and with one another in
selecting a mediator from JAMS panel of neutrals, and in scheduling the
mediation proceedings. The parties covenant that they will participate in the
mediation in good faith, and that they will share equally in its costs. All
offers, promises, conduct and statements, whether oral or written, made in the
course of the mediation by any of the parties, their agents, employees, experts
and attorneys, and by the mediator or any JAMS employees, are confidential,
privileged and inadmissible for any purpose, including impeachment, in any
arbitration or other proceeding involving the parties, provided that evidence
that is otherwise admissible or discoverable shall not be rendered inadmissible
or non-discoverable as a result of its use in the mediation. Either party may
initiate arbitration with respect to the matters submitted to mediation by
filing a written demand for arbitration at any time following the initial
mediation session or 45 days after the date of filing the written request for
mediation, whichever occurs first. The mediation may continue after the
commencement of arbitration if the parties so desire. ­Unless otherwise
agreed by the parties, the mediator shall be disqualified from serving as
arbitrator in the case. The provisions of this Clause may be enforced by any
Court of competent jurisdiction, and the party seeking enforcement shall be
entitled to an award of all costs, fees and expenses, including attorneys’ fees,
to be paid by the party against whom enforcement is ordered.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement to be effective as of the date set
forth in the initial paragraph hereof, notwithstanding the actual date of
execution.

    


    
      
        	
                NATURAL
      SODA HOLDINGS, INC.

              	
                AMERALIA,
      INC.

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/ Bill H. Gunn

              	 
      	
                By:

              	
                /s/ Bill H. Gunn

              
	
                Name:

              	
                Bill H. Gunn

              	 
      	
                Name:

              	
                Bill H. Gunn

              
	
                Title:

              	
                President

              	 
      	
                Title:

              	
                President

              
	 
      	 
      	 
      	 
      	 
      
	
                SENTIENT
      USA  RESOURCES FUND, L.P.

              	 
      	 
      	 
      
	
                By:

              	
                Sentient
      Executive MLP 1, Limited,

              	 
      	 
      	 
      
	 
      	
                General
      Partner

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/
      Gregory Link

              	 
      	 
      	 
      
	
                Name:

              	
                Gregory
      Link

              	 
      	 
      	 
      
	
                Title:

              	Director