Exhibit 10.23


 


THIRD AMENDING AGREEMENT


 


THIS AGREEMENT made as of
the 15th day of May, 2020


 


BETWEEN:


 


JERRY ZARCONE


 


(hereinafter referred to as “Jerry”)


 


- and –


 


TARGET GROUP INC. 


 


(hereinafter referred to as “TGI”)


 


- and –


 


CANARY RX INC. 


 


(hereinafter referred to as “Canary”)


 


- and –


 


VISAVA INC. 


 


(hereinafter referred to as “Visava”)


 


- and –


 


CANNAKORP INC.


 


(hereinafter referred to as “CannaKorp”)


 


(Canary, Visava
and CannaKorp collectively referred to as the “Subsidiaries”)


 


WHEREAS:


 


		A.	Jerry and TGI entered into a Loan Agreement made as of the 20th day of December, 2019
(the “Loan Agreement”).



 


		B.	All capitalized terms shall have the meanings ascribed to them in the Loan Agreement unless otherwise
defined herein.



 


		C.	By First Amending Agreement made as of the 11th day of March, 2020 and Second Amending
Agreement made as of the 30th day of April, 2020, the Parties hereto did amend the Loan Agreement.



 






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		D.	The Parties are desirous of amending the Loan Agreement upon the terms and provisions of this Agreement.



 


NOW THEREFORE THIS AGREEMENT WITNESSETH
that in consideration of the respective covenants and agreements hereinafter contained and the sum of One Dollar ($1.00) now paid
by the parties hereto each to the other (the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto),
the parties hereto agree as follows:


 


		1.	The Parties hereby declare and confirm that the Recitals are true and accurate and form integral
terms and provisions of this Agreement.



 


		2.	The Loan be and same is hereby increased by a principal amount not to exceed a further Six Hundred
Thousand ($600,000.00) Dollars (CDN) (the “Third Additional Loan”) upon the following terms and provisions:



 


		(a)	The Third Additional Loan shall be repayable upon demand;



 


		(b)	The Second Additional Loan shall be subject to a Lender’s Fee in the amount of Sixty Thousand
($60,000.00) Dollars (CDN), which shall be deducted and paid for from the second advance thereunder;



 


		(c)	The Third Additional Loan shall be subject to an interest rate equal to 3.0416% per month (being
43.26% per annum), calculated monthly, not in advance;



 


		(d)	Prior to demand, the Borrower and Subsidiaries shall make monthly payments of interest only, as
calculated pursuant to Section 2(c) hereof on the 1st day of each and every month; and



 


		(e)	All monies owing under the Third Additional Loan be and same shall be guaranteed by the Subsidiaries
and secured under the Security.



 


		3.	TGI and the Subsidiaries shall execute, deliver, and register within a reasonable time following
presentation thereof by Jerry or his counsel (but in no event more than five (5) business days following such presentation) in
order to give full effect to the terms and provisions of the Third Additional Loan, as aforesaid, and shall also promptly do or
cause to be done all other acts and things, execute and deliver or cause to be executed and delivered all agreements and documents
and provide any further assurances, undertakings and information in order to give full effect to this Agreement.



 


		4.	Except as modified by this Agreement, the Loan Agreement shall be unamended and shall be and shall
remain in full force and effect. Also, to the extent that any term or provision of this Agreement conflicts with any term or provision
of the Loan Agreement, the terms and provision of this Agreement shall prevail.



 


		5.	This Agreement may be executed by the Parties in separate counterparts each of which when so executed
and delivered to each other shall be deemed to be and shall be read as a single agreement among the parties.



 






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		6.	Execution of this Agreement by either of the Parties may be evidenced by delivery of a faxed or
electronically mailed transmission of such party’s signature and such faxed or electronically mailed signature shall be deemed
to constitute the original signature of such party.



 


		7.	This Agreement is governed by and is to be construed and interpreted in accordance with, the laws
of the Province of Ontario and the laws of Canada applicable in that Province.



 


		8.	This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter
of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of
the Parties, and there are no representations, warranties or other agreements between the Parties in connection with the subject
matter of this Agreement except as specifically set out in this Agreement.



 


Each of the Parties has
executed and delivered this Agreement as of the date first above written.


 


	SIGNED IN THE PRESENCE OF	 )
	 	)
	 	)




	 	 	)	/s/ Jerry Zarcone




	Witness	)	JERRY ZARCONE




 


	 	TARGET GROUP INC.
	 	Per:
	 	 
	 	/s/ Rubin Schindermann
	 	Name: Rubin Schindermann
	 	Position: Director
	 	 
	 	/s/ Saul Niddam
	 	Name: Saul Niddam
	 	Position: Director
	 	 
	 	/s/ Frank Monte
	 	Name: Frank Monte
	 	Position: Director
	 	 
	 	/s/ Anthony Zarcone
	 	Name: Anthony Zarcone
	 	Position: Director




 



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	 	/s/ Barry Katzman
	 	Name: Barry Katzman
	 	Position: Director
	 	 
	 	We have authority to bind the Corporation
	 	 
	 	CANARY RX INC.
	 	Per:
	 	 
	 	/s/ Anthony Zarcone
	 	Name: Anthony Zarcone
	 	Position: President & CEO
	 	 
	 	VISAVA INC.
	 	Per:
	 	 
	 	/s/ Anthony Zarcone
	 	Name: Anthony Zarcone
	 	Position: President & CEO
	 	 
	 	CANNAKORP INC.
	 	Per:
	 	 
	 	//s/ Saul Niddam
	 	Name: Saul Niddam
	 	Position: CEO




 



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