0001354488-13-001031 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG ARTEMIS ACQUISITION CORP. TRAVEL CENTER PARTNERS, INC. SHAREWELL CAPITAL GROUP, INC. AND ENERGY PARTNERS SC, INC. Dated as of February 22, 2012

Merger Agreement • March 7th, 2013 • Artemis Acquisition Corp. • Retail-convenience stores • South Carolina

• Contract Type
  Merger Agreement
• Filed
  March 7th, 2013
• Company
  Artemis Acquisition Corp.
• Industry
  Retail-convenience stores
• Jurisdiction
  South Carolina

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) made this 22nd day of February, 2012, is entered into by and among Artemis Acquisition Corp, a Delaware corporation (“Artemis”), Travel Center Partners, Inc. a South Carolina corporation and wholly-owned subsidiary of Artemis (“Travel Center Partners”), Sharewell Capital Group, Inc., a Nevada corporation (“Sharewell”) and Energy Partners SC, Inc. (“Mergerco”), a South Carolina corporation and wholly-owned subsidiary of Sharewell. Artemis, Travel Center Partners, Sharewell and Mergerco are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

OPTION AGREEMENT (43,000,000 Sharewell Shares)

Option Agreement • March 7th, 2013 • Artemis Acquisition Corp. • Retail-convenience stores • Nevada

• Contract Type
  Option Agreement
• Filed
  March 7th, 2013
• Company
  Artemis Acquisition Corp.
• Industry
  Retail-convenience stores
• Jurisdiction
  Nevada

WHEREAS the Optionor wishes to grant and Artemis wishes to acquire an option to purchase 43,000,000 shares of free-trading common stock ($0.001 par value) (the “Option Shares”) of Sharewell Capital Group, Inc. , a Nevada corporation (“Sharewell”) pursuant to the terms and conditions contained herein;