Exhibit 10.1

MASTER SALES AGREEMENT

This Master Sales Agreement (this “Agreement”) is entered into as of December 16, 2025 (the “Effective Date”), by and among:

This Agreement sets forth the terms and conditions governing the transfer of control of Renewal Fuels, Inc. through the sale of the Special 2020 Series A Preferred Share, the simultaneous share exchange transaction involving Kepler Fusion Technologies Inc., and the engagement of RH2 to provide transitional and compliance-related services in connection with the Transaction and post-closing integration.

RECITALS

WHEREAS, Seller is the sole record and beneficial owner of one (1) share of the Special 2020 Series A Preferred Stock of Renewal Fuels, Inc., a Delaware corporation traded on OTC Markets under symbol RNWF (“RNWF”), which one (1) share (the “Control Share”) carries voting rights equal to sixty percent (60%) of the total voting power of all outstanding voting securities of RNWF, voting together with the common stock as a single class on all matters submitted to shareholders;

WHEREAS, Buyer desires to acquire from Seller, and Seller desires to transfer to Buyer, all of Seller’s right, title, and interest in and to the Control Share, free and clear of all liens, claims, pledges, encumbrances, and restrictions other than those arising under applicable securities laws, pursuant to the terms of this Agreement and the related Stock Transfer Agreement;

WHEREAS, immediately upon the transfer of the Control Share to Buyer, RNWF, as the surviving public corporation under Buyer’s voting control, shall enter into a Share Exchange Agreement with Kepler Fusion Technologies Inc. (“Kepler”), pursuant to which RNWF shall acquire all of the issued and outstanding shares or other equity interests of Kepler in a reverse-merger share exchange transaction (the “Share Exchange”);

WHEREAS, the Parties acknowledge and agree that the transfer of the Control Share to Buyer and the consummation of the Share Exchange with Kepler are interdependent, shall occur simultaneously, and neither transaction shall close unless both transactions close at the same time;

WHEREAS, Consultant shall provide transitional administrative, compliance, disclosure, and capital-markets support to RNWF in connection with the Transaction and post-closing integration pursuant to a separate Consulting Agreement to be executed concurrently herewith;

WHEREAS, the Parties desire to set forth in this Agreement the terms, conditions, covenants, obligations, and closing deliverables pertaining to the transfer of control of RNWF, the simultaneous Share Exchange with Kepler, and the execution and delivery of all related definitive agreements and supporting instruments; and

WHEREAS, the Parties enter into this Agreement in reliance upon the representations, warranties, disclosures, and covenants contained herein and intend for this Agreement to govern the overall structure, coordination, and closing mechanics of the Transaction.

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Transaction Agreements, as applicable.

The obligations of the Parties to consummate the Transaction shall be subject to the satisfaction, at or prior to the Closing (as defined below), of each of the following conditions, any of which may be waived in whole or in part by mutual written agreement of the Parties:

At the closing of the Transaction (the “Closing”), the following documents and instruments shall be executed, delivered, and exchanged by the respective Parties, unless waived by mutual written agreement:

Each Party represents and warrants to the other Parties as of the Effective Date and as of the Closing Date as follows, and acknowledges that the other Parties are relying on such representations and warranties in entering into this Agreement and the Transaction Agreements:

a) RNWF is duly organized, validly existing, and in good standing under the laws of the State of Delaware

b) RNWF has full power and authority to execute, deliver, and perform this Agreement and each Transaction Agreement to which it is a party including the Share Exchange Agreement

c) the execution and delivery of this Agreement do not violate any agreement, contract, order, or law applicable to RNWF

d) RNWF’s authorized and outstanding capital stock is accurately reflected in the capitalization table delivered at Closing

e) no consent or approval of any third party is required for RNWF to consummate the Transaction except as expressly stated in this Agreement

f) RNWF has obtained all corporate approvals required to consummate the Transaction including board and controlling shareholder approvals

g) RNWF has disclosed to Buyer the status of the Costello Share litigation as of the Effective Date

a) Consultant has full authority to execute, deliver, and perform this Agreement and the Consulting Agreement

b) the execution and delivery of this Agreement do not violate any agreement, contract, order, or law applicable to Consultant

c) Consultant acknowledges that it is acting solely as an independent contractor and shall not be deemed an officer, director, employee, or control person of RNWF unless separately agreed in writing

a) Kepler is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation

b) Kepler has full authority to execute, deliver, and perform the Share Exchange Agreement

c) Kepler owns all equity interests to be transferred free and clear of all liens, claims, or encumbrances except as disclosed in the Share Exchange Agreement

d) Kepler has delivered its organizational documents, contracts, and intellectual property materials required under the Transaction

e) the execution and delivery of the Share Exchange Agreement do not violate any agreement, contract, order, or law applicable to Kepler

Each Party acknowledges and agrees that, as an essential component of the transactions contemplated by this Agreement, the allocation of risk set forth in this Section is fundamental to the Parties’ decision to enter into and consummate the Transaction. Accordingly, the indemnification obligations described in this Section shall apply following the Closing and, where expressly stated, prior to the Closing, and shall govern the rights and responsibilities of the Parties with respect to any losses, liabilities, claims, damages, costs, or expenses arising out of or relating to the matters specified herein. The indemnification obligations in this Section shall operate in addition to, and not in limitation of, any rights or remedies available at law, in equity, or under any other Transaction Agreement, except to the extent expressly limited herein.

a) any breach by Seller of any representation, warranty, covenant, or obligation under this Agreement or any other Transaction Agreement

b) any claim or liability relating to Seller’s ownership or transfer of the Control Share prior to the Closing

c) any claim asserted by a third party alleging an adverse interest, lien, pledge, or encumbrance on the Control Share arising prior to the Closing

a) any breach by Buyer of any representation, warranty, covenant, or obligation under this Agreement or any other Transaction Agreement

b) Buyer’s failure to deliver the purchase price for the Control Share in accordance with the Stock Transfer Agreement

c) any claim asserted by a third-party alleging Buyer lacks authority to enter into or consummate the Transaction

a) any breach by RNWF of any representation, warranty, covenant, or obligation under this Agreement or any other Transaction Agreement

b) any liability of RNWF arising from events occurring prior to the Closing other than liabilities expressly disclosed or assumed in the Transaction Agreements

c) any claim that RNWF failed to obtain the corporate approvals required to consummate the Transaction

a) any breach by Consultant of any representation, warranty, covenant, or obligation under this Agreement or the Consulting Agreement

b) Consultant’s acts or omissions in performing transitional or extended services except to the extent such losses result from the instructions or actions of RNWF

c) any claim asserted by a third-party alleging Consultant’s violation of a confidentiality or non-disclosure obligation

a) any breach by Kepler of any representation, warranty, covenant, or obligation under the Share Exchange Agreement or any other Transaction Agreement

b) any liability of Kepler arising from events occurring prior to the Closing other than liabilities disclosed in the Share Exchange Agreement

c) any claim that Kepler lacks proper title to the equity interests to be exchanged or that such equity interests are subject to an undisclosed lien, claim, or encumbrance

a) when delivered personally

b) on the date sent if sent by electronic mail with confirmation of transmission

c) one business day after being deposited for overnight delivery with a nationally recognized courier service

Notices shall be sent to the addresses set forth in the signature pages or to such other address as a Party may designate by written notice to the other Parties.

{Signature Page Follows}

IN WITNESS WHEREOF, the Parties have executed this Master Sales Agreement as of the Effective Date first written above.

SELLER

Manufacturing 360, LLC

By: /s/ Richard Hawkins    

Richard Hawkins, Sole Member

BUYER

Earth Sciences Fund I LLC

By: /s/ Brent Nelson     

Brent Nelson, CEO

RNWF

Renewal Fuels, Inc.

By: /s/ Richard Hawkins      

Richard Hawkins, CEO & Chairman

CONSULTANT

RH2 Equity Partners, LP

By: /s/ Richard Hawkins    

Richard Hawkins, Managing Partner

The following exhibits and schedules are attached to this Agreement and incorporated herein:

Exhibit A – Stock Transfer Agreement

Agreement between Seller and Buyer relating to the transfer of the Control Share.

Exhibit B – Share Exchange Agreement

Agreement between RNWF and Kepler relating to the exchange of all issued and outstanding equity of Kepler.

Exhibit C – Consulting and Advisory Services Agreement

Agreement between RNWF and Consultant relating to transitional and extended advisory services.

Exhibit D – Pinnacle Note Settlement, Exchange and Assignment Agreement

Agreement governing the settlement, exchange, and assignment of the Pinnacle Notes held by Consultant, including issuance of shares and assignment of remaining value to Buyer’s designated assignees.

Exhibit E – CMB Note Settlement, Exchange and Assignment Agreement

Agreement governing the settlement, exchange, and assignment of the CMB Notes held by Consultant, including issuance of shares and assignment of remaining value to Buyer’s designated assignees.

Exhibit F – Settlement and Exchange Designated Agreement

Agreement governing the settlement, exchange, and assignment of the Pinnacle and CMB Notes held by Consultants, including issuance of shares and assignment of remaining value to Buyer’s designated assignees.

Schedule 2 – RNWF Capitalization Table

Delivered by RNWF at Closing and updated as of the Closing Date.

Schedule 3 – Kepler Organizational Documents

Including formation documents, good standing, contracts, IP lists, and corporate records.

Schedule 4 – Seller Transfer Documents

Including the endorsed stock power and any instruments required for transfer of the Control Share.

Schedule 5 – Buyer Corporate Approvals

Buyer’s resolutions and consents authorizing entry into the Transaction.

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