Exhibit 10.2

Share Exchange Agreement

This Share Exchange Agreement (this “Agreement”) is entered into as of December 16, 2025 (the “Effective Date”), by and between Renewal Fuels, Inc., a Delaware corporation (“RNWF” or the “Company”), and Brent Nelson, an individual and the sole controler of Kepler Fusion Technologies Inc., a Texas corporation (“KEPLER” or the “Target”) (the “Seller”). RNWF and Seller may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, pursuant to that certain Stock Purchase Agreement dated as of December 16, 2025 (the “Stock Purchase Agreement”), by and between Manufacturing 360, LLC, as seller, and Earth Sciences Fund I LLC, as buyer, ESF acquired control of RNWF by purchasing one (1) share of RNWF’s 2020 Series A Special Preferred Stock (the “Control Share”), which carries two times the total voting power of all other outstanding securities of RNWF and therefore confers full shareholder-level voting control;

WHEREAS, following the consummation of the Stock Purchase Agreement pursuant to which Earth Sciences Fund I LLC (“ESF”) acquired the Control Share of RNWF, the Parties intend to effect a business combination through a share exchange under which RNWF will acquire one hundred percent (100%) of the issued and outstanding equity interests of KEPLER;

WHEREAS, Seller owns or controls all of the issued and outstanding equity interests of KEPLER, which he desires to exchange with RNWF for newly issued shares of RNWF capital stock (the “Exchange Shares”), subject to the terms and conditions set forth herein;

WHEREAS, concurrently with the exchange, KEPLER shall become a wholly owned subsidiary of RNWF, and RNWF shall be the surviving publicly traded parent company of the combined enterprise (the “Reverse Merger”); and

WHEREAS, the Parties desire to enter into this Agreement to effect the exchange of equity interests and to set forth certain representations, warranties, covenants, and agreements with respect thereto.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person.

"Agreement" has the meaning set forth in the Preamble.

"Business Day" means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are authorized or required by Law to be closed for business.

"Closing" has the meaning set forth in Section 4.1.

"Closing Date" has the meaning set forth in Section 4.1.

"RNWF" means Renewal Fuels, Inc., a Delaware corporation.

“Exchange Shares” means the shares of RNWF capital stock issued to Seller in exchange for all of Seller’s equity interests in KEPLER pursuant to this Agreement.

"Governmental Authority" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

"Law" means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, order, constitution, treaty, common law, judgment, decree or other requirement or rule of law of any Governmental Authority.

"Order" means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Authority.

"Parties" Parties means RNWF and Seller, and “Party” means either of them individually.

"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

“Reverse Merger” has the meaning set forth in the recitals to this Agreement.

"Seller" means Brent Nelson, the sole controller of all outstanding equity interests of KEPLER.

As consideration for the transfer and assignment of all issued and outstanding equity interests of Kepler Fusion Technologies Inc. (“KEPLER”) to Renewal Fuels, Inc. (“RNWF”), and in accordance with the overall transaction structure contemplated by the Master Sales Agreement dated December 16, 2025 (the “MSA”), the Parties acknowledge and agree as follows:

Seller hereby represents and warrants to RNWF as of the date hereof and as of the Closing Date as follows:

RNWF hereby represents and warrants to Seller as of the Effective Date and as of the Closing Date, as follows:

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IN WITNESS WHEREOF, the Parties have executed this Share Exchange Agreement as of the Effective Date.

RNWF:

Renewal Fuels, Inc.

By: /s/ Richard Hawkins

Name: Richard Hawkins

Title: Chief Executive Officer

SELLER:

Brent Nelson

By: /s/ Brent Nelson  

Name: Brent Nelson

Title: CEO of Kepler Fusion Technologies Inc.