ex10_57.htm



    
      

    

    EXHIBIT
10.57

    
      


      


      CONTRIBUTION
AGREEMENT

      


      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”).

      


      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 $3,000,000 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 $540,000 to the capital of Holdings and Sentient hereby
contributes $2,460,000 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 contribution referred to
herein.  Sentient and AmerAlia each represent 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. Sentient and AmerAlia acknowledge that no new shares will be issued
to it and each understands that with respect to the shares of common stock of
Holdings currently owned:

      


      (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;


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (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/ Peter Cassidy

              	 
      	
                By:

              	
                /s/ Bill H Gunn

              
	
                Name:

              	
                Peter
      Cassidy

              	 
      	
                Name:

              	
                Bill
      H Gunn

              
	
                Title:

              	
                President

              	 
      	
                Title:

              	
                Chairman
      & CEO

              
	 
      	 
      	 
      	 
      
	
                SENTIENT
      USA RESOURCES FUND, L.P.

              	 
      	 
      	 
      
	 
      	
                By:
      Sentient Executive MLP 1, Limited, General Partner

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/ Johanna Druez

              	 
      	 
      	 
      
	
                Name:

              	
                Johanna
      Druez

              	 
      	 
      	 
      
	
                Title:

              	
                Director