Exhibit 10.1
SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT (the “ Agreement ”) is made and entered into as of July 14, 2009
(the “ Effective Date ”) by and among AMALPHIS GROUP INC. , a British Virgin Islands corporation (“
Amalphis ” or the “ Company ”), RINEON GROUP, INC. , a Nevada corporation (“ Rineon ”), and
NATPROV HOLDINGS INC. , a British Virgin Islands corporation (“ NatProv ”), and any other person(s) or
entity(ies) which becomes a party to this Agreement. Rineon and NatProv are hereinafter sometimes individually
referred to as a “ Shareholder ” and collectively referred to as the “ Shareholders ”.
RECITALS:
WHEREAS , NatProv is the current owner of an aggregate of 451,666 ordinary shares, $0.01 par value per
share, of the Company (the “ Ordinary Shares ”), representing 100% of the issued and outstanding Ordinary
Shares of the Company; and
WHEREAS, pursuant to a stock purchase agreement between NatProv and Rineon, dated as of May 14, 2009
(the “ Stock Purchase Agreement ”), NatProv agreed to sell and Rineon agreed to purchase for $36,000,000 in
cash, an aggregate of 1,985,834 Ordinary Shares of the Company, representing approximately 81.5% of the
2,437,500 issued and outstanding Ordinary Shares of the Company owned by NatProv; and,
WHEREAS , Rineon has paid to NatProv the $36,000,000 purchase price contemplated by the Stock
Purchase Agreement; and
WHEREAS , with the approval of Rineon and in order to enable Amalphis’ Subsidiary, Allied Provident
Insurance, Inc, to continue to comply with applicable insurance regulations in Barbados, immediately prior to the
Effective Date of this Agreement, NatProv has:
WHEREAS , the Company and the Shareholders also wish to enter into this Agreement to document their
agreement and understanding regarding certain restrictions and controls on the Company and the Shares; and
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements
contained herein, and fo