Exhibit 10.2


 


AGREEMENT OF MERGER


 


This Agreement (the "Agreement") made as of the
 6tj day of July, 2020 by and among, RCK DEVELOPMENT LLC., a Florida entity ("RCK"), and COMMUNITY REDEVELOPMENT
INC., an Oklahoma Corporation publicly listed on the US exchange (the "Company"), formerly known as "Crosswind
Renewable Energy Corp".


 


PRELIMINARY STATEMENT


 


RCK DEVELOPMENT
LLC is a Real Estate development company specializing in community redevelopment with an emphasis on veteran services and job creation.
COMMUNITY REDEVELOPMENT INC. is a US public company, currently trading as "CWNR", and is fully current in its OTC filings.


 


Whereas
COMMUNITY REDEVELOPMENT INC. is desirous of acquiring RCK Development LLC's Assets, and RCK DEVELOPMENT LLC is desirous to have
said assets be obtained by COMMUNITY REDEVELOPMENT INC.; therefore, the two parties have come together hereby to enter into this
binding Merger Agreement.


 


Article 1— Merger of the Assets & Liabilities


 


1.1.           a)
Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this
Agreement (the "Closing"), RCK DEVELOPMENT LLC shall be merged with and into the Company in accordance with this
Merger Agreement. Following the Merger, the Company will continue as the surviving corporation (the "Surviving
Corporation"), and the separate existence of RCK Development LLC shall cease ten days following execution
Thereof


 


b) The
Merger shall have the effects set forth in §18-381.61 of the Oklahoma Statutes and §607.1101 of the Florida Business
Corporation Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Date all the property,
rights, privileges, powers and franchise of RCK Development LLC and the Company will vest in the Surviving Corporation without
further act or deed, and all debts, liabilities and duties of RCK Development LLC and the Company will become the debts, liabilities
and duties of the Surviving Corporation. Community Redevelopment Inc.


 


c)
Upon and subject to the terms and conditions of this Agreement, at the Closing, RCK Development LLC shall transfer, convey,
assign and deliver to the Company, and the Company shall acquire and accept from RCK Development LLC, all of RCK Development
LLC's right, title and interest in and to all assets, properties and associated rights (whether tangible or intangible) that
are used or held for use by RCK Development LLC as the same shall exist at and as of the Closing (collectively, the
"Acquired Assets"), free and clear of any and all Liens.


 


d) As soon as reasonably
possible, but within 2 months, the Company shall file a "Form 10" with the US Securities and Exchange Commission and
apply to again become an SEC filer. Should additional time be necessary, both parties commit to providing extensions by one month
increments, as needed. At the same time, the Company shall apply to FINRA for an official name change as well as stock split,.
at 100:1.


 


1.2                    SCOPE OF THE MERGER


The Merger of all assets and liabilities to COMMUNITY REDEVELOPMENT
INC. from RCK DEVELOPMENT LLC shall be global and complete.


 


 


 






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1.3                    CONSIDERATION FOR THE RCK DEVELOPMENT
LLC ASSETS.


In consideration for obtaining said assets,
COMMUNITY REDEVELOPMENT INC. shall hereby issue restricted Treasury stock representing 2,250,000,000 (Two Billion Two Hundred
Fifty Million) common shares. It is fully understood by RCK Development LLC that said shares shall be "Restricted" as
"Affiliate Shares" and shall remain so as long as the holder is affiliated with the Company. For said share issuance,
Crosswinds Renewable Energy Inc. Shall acquire full control of both the company and 100% of its shares.


 


Additionally, Crosswinds
Renewable Energy Inc. Shall issue 125,000,000 common shares, converting 100% of the outstanding debt of the company, namely $734,923,
as last shown in public filings, as well as any other debts, known or unknown, in full accord and satisfaction.


 


1.4                    CLOSING.


The Closing shall take place at the offices
of the Corporation on July 3rd, 2020, by close of business. The Merger of said assets shall be complete upon the signing of this
Agreement.


 


Article 6 - Warranties/Indemnification


 


6.1            Representations
and Warranties. Each party represents and warrants to the other that (a) it has the full right, power and authority to
execute, deliver and perform this Agreement, and (b) the terms of this Agreement do not conflict with any other agreement,
order or judgment to which such party is a party or by which it is bound.


 


6.2.           Disclaimer.
RCK Development LLC makes no representation or warranties regarding the potential success of its business or business model.


 


6.3            Indemnification.
Each party shall indemnify, defend and hold harmless the other party, its directors, officers, employees and agents and their
respective successors, heirs and assigns (the "Indemnitees") against any liability, damage, loss or expense (including
reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon the Indemnitees, or any one of them, in connection
with any claims, suits, actions, demands or judgments relating to, or arising out of (a) any breach of the indemnifying party's
representations, warranties, agreements or covenants in this Agreement, including without limitation the confidentiality obligations
set forth above, and (b) any other activities to be carried out by the indemnifying party, its Affiliate(s) or agents.


 


Article 7 - Assignability


 


Except as expressly set forth in this Agreement,
this Agreement shall not be assignable by COMMUNITY REDEVELOPMENT INC. and any attempt to assign (directly or indirectly) this
Agreement shall be void ad abnitio.


 


Article 8 - Term and Teiiiiination


 


8.1            Term. This
Agreement will become effective on the Effective Date, unless terminated under another specific provision of this Agreement
or extended by mutual consent of the parties.


 


8.2            Survival.
Termination of this Agreement for whatever reason shall be without prejudice to the settlement of the rights and obligations
of the parties arising out of this Agreement prior to the date of termination, including, without limitation: (a) obligations
of indemnity, (b) any cause of action or claim accrued or to accrue because of any breach or default by the other party
hereunder, (c) obligations of confidentiality and (d) all of the terms, provisions, representations, rights and obligations
contained in this Agreement that by their sense and context are intended to survive until performance thereof by either or
both parties.


 


 


 






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Article 9 — Representations & Warranties


 


9.1            REPRESENTATIONS
AND WARRANTIES OF COMMUNITY REDEVELOPMENT INC. hereby represents and warrants as follows:


 


a)              CORPORATE
ORGANIZATION AND GOOD STANDING. COMMUNITY REDEVELOPMENT INC. is duly organized, validly existing, and in good standing under the
laws of the State of Oklahoma and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which
its property or business requires such qualification.


 


b)              CORPORATE
AUTHORITY. COMMUNITY REDEVELOPMENT INC. has all requisite corporate power and authority to own, operate and lease its properties,
to carry on its business as it is now being conducted and to execute, deliver, perform and conclude the transactions contemplated
by this Agreement and all other agreements and instruments related to this Agreement. COMMUNITY REDEVELOPMENT INC. agrees to provide
any' and all assistance necessary to provide documentation as needed for this merger, including any documents necessary for the
contemplated name change and stock split.


 


c)             AUTHORIZATION.
Execution of this Agreement has been duly authorized and approved by COMMUNITY REDEVELOPMENT INC. via its Board Resolution to
that effect.


 


d)             CAPITALIZATION.
The authorized capital stock of COMMUNITY REDEVELOPMENT INC. consists of 3,000,000,000 shares of Common Stock $0.001 par
value. At current, there are 125,048,768 shares issued and outstanding, all of which are duly authorized, validly issued,
fully paid and non-assessable and none of which were issued in violation of any preemptive rights; (ii) no shares of
COMMUNITY REDEVELOPMENT INC. were reserved for issuance upon the exercise of outstanding options, warrants or other rights to
purchase shares; and (iii) no shares of COMMUNITY REDEVELOPMENT INC. stock were held in the treasury of COMMUNITY
REDEVELOPMENT INC. Except as set forth above, as of the date hereof, no shares or other voting securities of COMMUNITY
REDEVELOPMENT INC. are issued, reserved for issuance or outstanding and no shares or other voting securities of COMMUNITY
REDEVELOPMENT INC. shall be issued or become outstanding after the date hereof. There are no bonds, debentures, notes or
other indebtedness or securities of COMMUNITY REDEVELOPMENT INC. that have the right to vote (or that are convertible into,
or exchangeable for, securities having the right to vote) on any matters on which stockholders of COMMUNITY REDEVELOPMENT
INC. may vote. Further, COMMUNITY REDEVELOPMENT INC. has no contract or other obligation to repurchase, redeem or otherwise
acquire any shares of COMMUNITY REDEVELOPMENT INC. stock, or make any investment (in the faun of a loan, capital contribution
or otherwise) in any other Person. There are no outstanding subscriptions, options, warrants, puts, calls, rights,
exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued
shares or other securities of COMMUNITY REDEVELOPMENT INC. None of the outstanding equity securities or other securities of
COMMUNITY REDEVELOPMENT INC. was issued in violation of the Securities Act of 1933 or any other legal requirement.


 


e)              LITIGATION.
To the knowledge of COMMUNITY REDEVELOPMENT INC., there are no pending, threatened, or existing litigation, bankruptcy, criminal,
civil, or regulatory proceeding or investigation, threatened or contemplated against Company.


 


f)              FINANCIAL
STATEMENTS.


 


(i) RCK
DEVELOPMENT LLC has had the ability to review the Company's filings on the OTC website showing true and complete copies of
the financial statements of COMMUNITY REDEVELOPMENT INC. for its past two fiscal years.


 


(ii) The
COMMUNITY REDEVELOPMENT INC. Financial Statements were prepared in accordance with GAAP or the equivalent applied on a basis
consistent throughout the periods indicated (except as otherwise stated in such financial statements, including the related
notes, and except that, in the case of unaudited statements for the subsequent quarterly periods referenced above, such
unaudited statements fairly present in all material respects the consolidated financial condition and the results of
operations of The Company as at the respective dates thereof and for the periods indicated therein (subject, in the case of
unaudited statements, to year-end audit adjustments).


 


 


 


 






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g)             ABSENCE
OF CERTAIN CHANGES OR EVENTS. Since the end of its most recent fiscal year and to the date of this Agreement, (i) COMMUNITY REDEVELOPMENT
INC. has, in all material respects, conducted its business in the ordinary course consistent with past practice; (ii) there has
not occurred any change, event or condition that is or would reasonably be expected to result in a material adverse effect; and
(iii) COMMUNITY REDEVELOPMENT INC. has not taken and will not take any of the actions that COMMUNITY REDEVELOPMENT INC. has agreed
not to take from the date hereof through the Closing.


 


h)             UNDISCLOSED
LIABILITIES. COMMUNITY REDEVELOPMENT INC. has no material obligations or liabilities of any nature (whether accrued, matured or
unmatured, fixed or contingent or otherwise) other than (i) those set forth or adequately provided for in the consolidated balance
sheet (and the related notes thereto) of COMMUNITY REDEVELOPMENT INC. as of the end of the most recent fiscal year included in
the COMMUNITY REDEVELOPMENT INC. Financial Statements, (ii) those incurred in the ordinary course of business consistent with
past practice since the end of the most recent fiscal year and (iii) those incurred in connection with the execution of this Agreement.


 


i)               LEGAL
PROCEEDINGS. COMMUNITY REDEVELOPMENT INC. is not a party to any, and there is no pending or, to the knowledge of COMMUNITY
REDEVELOPMENT INC., threatened, legal, administrative, arbitral or other proceeding, claim, action or governmental or
regulatory investigation of any nature against COMMUNITY REDEVELOPMENT INC., or any of its officers or directors which, if
decided adversely to COMMUNITY REDEVELOPMENT INC., would, individually or in the aggregate, be material to COMMUNITY
REDEVELOPMENT INC. There is no injunction, order, judgment or decree imposed upon COMMUNITY REDEVELOPMENT INC., or any of its
officers or directors, or the assets of COMMUNITY REDEVELOPMENT INC.


 


9.2            REPRESENTATIONS
AND WARRANTIES OF RCK DEVELOPMENT LLC as follows:


 


a)              CORPORATE
ORGANIZATION AND GOOD STANDING. RCK DEVELOPMENT LLC is duly organized, validly existing, and in good standing under the laws of
the State of Florida and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property
or business requires such qualification.


 


b)              CORPORATE
AUTHORITY. RCK DEVELOPMENT LLC has all requisite corporate power and authority to own, operate and lease its properties, to carry
on its business as it is now being conducted and to execute, deliver, perform and conclude the transactions contemplated by this
Agreement and all other agreements and instruments related to this Agreement.


 


c)              AUTHORIZATION.
Execution of this Agreement has been duly authorized and approved by RCK DEVELOPMENT LLC via its Board Resolution to that effect.


 





d)              LITIGATION.
To the knowledge of COMMUNITY REDEVELOPMENT INC., there are no pending, threatened, or existing litigation, bankruptcy, criminal,
civil, or regulatory proceeding or investigation, threatened or contemplated against Company.


 


e)              ABSENCE
OF CERTAIN CHANGES OR EVENTS. Since the end of its most recent fiscal year and to the date of this Agreement, (i) COMMUNITY REDEVELOPMENT
INC. has, in all material respects, conducted its business in the ordinary course consistent with past practice; (ii) there has
not occurred any change, event or condition that is or would reasonably be expected to result in a material adverse effect; and
(iii) RCK DEVELOPMENT LLC has not taken and will not take any of the actions that RCK. DEVELOPMENT LLC has agreed not to take
from the date hereof through the Closing.


 


f)               UNDISCLOSED
LIABILITIES. RCK DEVELOPMENT LLC has no material obligations or liabilities of any nature (whether accrued, matured or unmatured,
fixed or contingent or otherwise) other than (i) those set forth or adequately provided for in the consolidated balance sheet
(and the related notes thereto) of RCK DEVELOPMENT LLC as of the end of the most recent fiscal year included in the RCK DEVELOPMENT
LLC Financial Statements, (ii) those incurred in the ordinary course of business consistent with past practice since the end of
the most recent fiscal year and (iii) those incurred in connection with the execution of this Agreement.


 


 


 


 






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g)              LEGAL
PROCEEDINGS. RCK DEVELOPMENT LLC is not a party to any, and there is no pending or, to the knowledge of RCK DEVELOPMENT LLC, threatened,
legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature against
RCK DEVELOPMENT LLC, or any of its officers or directors which, if decided adversely to RCK. DEVELOPMENT LLC, would, individually
or in the aggregate, be material to RCK DEVELOPMENT LLC There is no injunction, order, judgment or decree imposed upon RCK DEVELOPMENT
LLC, or any of its officers or directors. or the assets of RCK DEVELOPMENT LLC


 


Article 10 - Miscellaneous


 


10.1          Notices.
Any notice or other communication to be given under this Agreement shall be in writing and shall be deemed to have been duly given
when delivered personally or deposited in the United States mail, certified or registered with return receipt, or sent by courier
requiring proof of receipt, addressed as follows:


 


To RCK Development LLC


Attn: Mr. Charles Arnold


20295 NE 29th Place #200


Aventura, Florida 33180


 


To Community Redevelopment Inc.


2430 Vanderbilt Beach Rd #373


Naples, Florida 34109


 


or to such other address as either party
shall designate by written notice, similarly given, to the other party. If sent by telex, facsimile or other electronic media,
an original confirmation copy must be sent within thirty days by means listed above.


 


10.2          Governing
Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of Oklahoma (without regard to conflict
of law provisions. In the event of any controversy among the parties hereto arising out of, or relating to, this Agreement, which
cannot be settled amicably by the parties, such controversy shall be settled by Arbitration. Both sides shall choose a mutually
agreed upon competent jurist from a short list and informal Arbitration shall commence as expeditiously as possible. Either party
may institute such arbitration proceeding by giving written notice to the other party: A hearing shall be held by the Arbitrator
within the District of Columbia, and a decision of the matter submitted to the Arbitrator shall be biding and enforceable against
all parties in any Court of competent jurisdiction. The prevailing party shall be entitled to all costs and expenses with
respect to such arbitration, including reasonable attorneys' fees. The decision of the Arbitrator shall be final, binding upon
all parties hereto and enforceable in any Court of competent jurisdiction. Each party hereto irrevocably waives any objection
to the laying of venue of any such Arbitration action or proceeding brought and irrevocably waives any claim that any such action
brought has been brought in an inconvenient forum. Each of the parties hereto waives any right to request a trial by jury in any
litigation with respect to this agreement and represents that counsel has been consulted specifically as to this waiver.


 


10.3          Waiver.
Except as specifically provided for herein, the waiver from time to time by either party of any of its rights or a party's
failure to exercise any remedy shall not operate or be construed as a continuing waiver of same or of any other of such party's
rights or remedies provided in this Agreement.


 


 


 


 






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10.4           Enforceability.
If any term, covenant or condition of this Agreement or the application thereof to any party or circumstance shall, to any
extent, be held to be invalid or unenforceable, then (a) the remainder of this Agreement, or the application of such term, covenant
or condition to the parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected
thereby and each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted
by law; and (b) the parties covenant and agree to renegotiate any such term, covenant or application thereof in good faith in
order to provide a reasonably acceptable alternative to the term, covenant or condition of this Agreement or the application thereof
that is invalid or unenforceable, and in the event that the parties are unable to agree upon a reasonable acceptable alternative,
then the parties agree that a submission to arbitration shall be made to establish an alternative to such invalid or unenforceable
term, covenant or condition of this Agreement or the application thereof, it being the intent that the basic purposes of this
Agreement are to be effectuated.


 


10.5          Entire
Agreement and Amendment. This Agreement contains the entire understandings of the parties with respect to the matters
contained herein, and superkdes all prior agreements, oral or written, and all other communication between them relating to
the subject matter hereof. The parties hereto may, from time to time during the continuance of this Agreement, modify, vary
or alter any of the provisions of this Agreement, but only by an instrument duly executed by authorized officers of the
parties hereto.


 


10.6           Headings. The
headings of the several Articles and sections of this Agreement are intended for convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this Agreement.


 


10.7           Further
Instruments. Each party agrees to execute, acknowledge and deliver such further instruments and to do all such further acts
as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.


 


10.8          Force Majeure.
Performance of a party's obligations hereunder may be delayed if (a) such performance is delayed by causes beyond that
party's reasonable control, including, but not limited to, acts of G-d, war, riot, epidemics, fire, flood, insurrection, or
acts of civil or military authorities, and (b) such delaying party is at all times working diligently to correct the matter
causing the delay and otherwise performing as required under the Agreement. Notwithstanding the foregoing, the parties shall
remain liable for all obligations incurred by them prior to any termination of this Agreement.


 


10.9          Counterparts. This
Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. One or
more counterparts may be delivered via telecopier and any such telecopied counterpart shall have the same force and effect as
an original counterpart hereto.


 


IN WITNESS WHEREOF
the parties have executed this Agreement as an instrument under seal as of the date and year first written above.


 


	COMMUNITY DEVELOPMENT INC.	RCK DEVELOPMENT LLC
	 	 
	By: /s/ Robert Rakow	By: /s/ Charles Arnold
	       Robert
    Rakow, Director	       Charles
    Arnold, Director




 


 


 


 


 






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