EXHIBIT 10.1

EXCHANGE AGREEMENT

Series C Preferred Stock

This Exchange Agreement (this “Agreement”) is entered into as of September 30, 2026 (the “Effective Date”), by and between American Fusion Inc., a Texas corporation (formerly known as Renewal Fuels, Inc.) (the “Company”) and the individual identified on Exhibit A attached hereto (the “Holder”).

The Company and the Holder are each referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, in December 2025, the Company completed the acquisition of Kepler Fusion Technologies, Inc. through a series of related agreements, including a Master Sales Agreement, Stock Purchase Agreement, Share Exchange Agreement, and related settlement and exchange agreements (collectively, the “Kepler Transaction”);

WHEREAS, in connection with the Kepler Transaction and the Company’s ongoing operations, the Holder has a contractual right to stock-based compensation from the Company in the amount of $240,000, payable in shares of the Company’s common stock (the “Existing Compensation Right”);

WHEREAS, the Company is undertaking an equity restructuring involving the creation and issuance of three new series of preferred stock designated as Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock;

WHEREAS, in connection with such restructuring, the Company desires to issue shares of Series C Preferred Stock (“Series C Preferred”) to the Holder in exchange for the Holder’s surrender, cancellation, and release of the Existing Compensation Right; and

WHEREAS, the Parties desire to enter into this Agreement to effect such exchange on the terms set forth herein.

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

1.       Exchange

(a)       the Holder hereby irrevocably surrenders, assigns, transfers, and delivers to the Company all of the Holder’s right, title, and interest in and to the Existing Compensation Right; and

(b)       in exchange therefor, the Company hereby issues to the Holder 24,000 shares of Series C Preferred (the “Exchange Shares”), as set forth on Exhibit A, and subject to the terms and conditions of the Certificate of Designation (defined below).

2.       Representations and Warranties of the Holder

The Holder represents and warrants to the Company as of the Effective Date as follows:

3.       Representations and Warranties of the Company

The Company represents and warrants to the Holder as of the Effective Date as follows:

4.       Mutual Release

5.       Certificate of Designation

6.       Securities Law Matters

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (C) IN A TRANSACTION NOT REQUIRING REGISTRATION UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE CERTIFICATE OF DESIGNATION.”

7.       Miscellaneous

IN WITNESS WHEREOF, the Parties have executed this Exchange Agreement as of the date first written above. 

COMPANY:

AMERICAN FUSION INC.

By: ________________________________________

Name: Richard Hawkins

Title: Chief Executive Officer

HOLDER:

By: ________________________________________

Name: ________________________________________

Title/Capacity: ________________________________________

EXHIBIT A

Holder Information