0001140361-08-014501 Sample Contracts

Interest Purchase Agreement
Interest Purchase Agreement • June 6th, 2008 • Ameralia Inc • 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”).

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Debenture Purchase Agreement
Debenture Purchase Agreement • June 6th, 2008 • Ameralia Inc • 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”).

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