Exhibit 10.2.1


 


FIRST AMENDMENT TO THE BACKSTOP AGREEMENT


 


This First Amendment (this “First
Amendment”) dated as of December 3, 2013, among (a) Jaguar Mining Inc. (“Jaguar” or the
“Company”), (b) its subsidiaries, MCT Mineração Ltda., Mineração Turmalina
Ltda. and Mineração Serras do Oeste Ltda. (collectively, the “Subsidiaries”), and (c) each
of the other signatories hereto (each a “Backstopper” and collectively the “Backstoppers
”), amends the Backstop Agreement dated as of November 13, 2013, among the Company, the Subsidiaries and the
Backstoppers party thereto (the “Backstop Agreement”) to the extent, and on the terms and
conditions, set forth herein. The Backstoppers, the Company and the Subsidiaries are collectively referred to in this
First Amendment as the “Parties” and each (including each Backstopper, individually) is a
“Party”.


 


WHEREAS the Company, the Subsidiaries
and certain holders of the Company’s 4.5% Senior Unsecured Convertible Notes due November 1, 2014 and/or 5.5% Senior
Unsecured Convertible Notes due March 31, 2016 (collectively the “Consenting Noteholders”) entered into a Support Agreement
dated as of November 13, 2013 (the “Support Agreement”), pursuant to which the Consenting Noteholders agreed
to support a series of transactions, including a share offering (collectively, the “Transaction”) that is to
be implemented pursuant to a recapitalization and restructuring plan to be filed in respect of the Company in proceedings under
the Canada Business Corporations Act or the Companies’ Creditors Arrangement Act, as applicable;


 


WHEREAS in connection with the Support
Agreement and the Transaction, the Company, the Subsidiaries and the Backstoppers entered into the Backstop Agreement, pursuant
to which the Backstoppers agreed to purchase from the Company their pro rata share of the Offering Shares (as defined in
the Backstop Agreement) that are not validly subscribed for and taken up pursuant to the Subscription Privilege (as defined in
the Backstop Agreement) on the terms and conditions under the Backstop Agreement;


 


AND WHEREAS the Parties wish to
make certain amendments to the Backstop Agreement in accordance with the terms thereof;


 


AND WHEREAS capitalized terms used
but not otherwise defined in this First Amendment shall have the meanings ascribed to them in the Backstop Agreement;


 


AND WHEREAS all sections and paragraphs
referenced herein are to the Backstop Agreement unless stated otherwise.


 


NOW THEREFORE, for good and valuable
consideration, the receipt of which are hereby acknowledged, the Parties hereby amend the Backstop Agreement as follows:


 


1.Amendments


 


(a) Section 2(a)(i)
of the Backstop Agreement is hereby amended by deleting the words “Total Offering Size” and replacing such words with
the words “aggregate Backstop Commitments (as may have been reduced in accordance with and subject to Section 1(c)(ii))”.


 




    	 



    	 



    

 


2. Mutual Representations
and Warranties. Each of the Parties hereby represents and warrants severally and not jointly to each other Party (and acknowledges
that each of the other Parties is relying upon such representations and warranties) that:


 


(a) This First Amendment
has been duly executed and delivered by it, and, assuming the due authorization, execution and delivery by each of the other parties
hereto, this First Amendment constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with
its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’
rights generally and general principles of equity.


 


(b) It is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority
to execute and deliver this First Amendment and to perform its obligations hereunder and consummate the transactions contemplated
hereby.


 


3. Full Force and
Effect. The Backstop Agreement shall not be amended or otherwise modified by this First Amendment except as set forth in Section
1 of this First Amendment. Except as amended by this First Amendment, the Backstop Agreement shall continue to be and shall remain
in full force and effect in accordance with its terms, and the Parties hereto hereby ratify and confirm the Backstop Agreement
in all respects, as amended hereby. All references to the “Agreement”, “herein”, “hereof”,
“hereunder” or words of similar import in the Backstop Agreement shall be deemed to include the Backstop Agreement
as amended by this First Amendment.


 


4.
Reservation of Rights. Nothing contained in this First Amendment constitutes a waiver of any default that may heretofore
or hereafter occur or have occurred and be continuing under the Backstop Agreement. Except as expressly provided herein, the execution
and delivery of this First Amendment does not: (i) extend the terms of the Backstop Agreement; (ii) give rise to any obligation
on the part of any Party to extend, modify, alter, amend or waive any term or condition of Backstop Agreement or otherwise prejudice
any rights or remedies which any Party now has or may have in the future; or (iii) give rise to any defences, setoffs, reductions
or counterclaims to any Party right to enforce, exercise and enjoy the benefits of their respective rights and remedies under the
Backstop Agreement.


 


 5. Miscellaneous 




 


(a) The headings of the
Sections of this First Amendment have been inserted for convenience of reference only, are not to be considered a part hereof,
and shall in no way modify or restrict any of the terms or provisions hereof.


 


(b) Unless the context
otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include
all genders.


 


(c) This First Amendment
shall be governed by the laws of the State of New York and the federal laws of the United States applicable therein.


 


(d) This First Amendment may be signed
in counterparts, each of which, when taken together, shall be deemed an original. Execution of this First Amendment is
effective if a signature is delivered by facsimile transmission or electronic (e.g., pdf) transmission.


 


[Remainder of this page intentionally left blank;
signature pages follow]


 




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Signature Page to First Amendment to the
Backstop Agreement


 


This First Amendment has been agreed and accepted on the date
first written above.


 


	 	JAGUAR MINING INC.
	 	 	 
	 	By:	“T. Douglas Willock”
	 	 	Name: T. Douglas Willock
	 	 	Title: Chief Financial Officer
	 	 	 
	 	MCT MINERAÇÃO LTDA.
	 	 	 
	 	By:	“T. Douglas Willock”
	 	 	Name: T. Douglas Willock
	 	 	Title: Director
	 	 	 
	 	MINERAÇÃO TURMALINA LTDA.
	 	 	 
	 	By:	“T. Douglas Willock”
	 	 	Name: T. Douglas Willock
	 	 	Title: Director
	 	 	 
	 	MINERAÇÃO SERRAS DO OESTE LTDA.
	 	 	 
	 	By:	“T. Douglas Willock”
	 	 	Name: T. Douglas Willock
	 	 	Title: Director


 




    	 



    	 



    

 


STRICTLY CONFIDENTIAL


 


	Name of Backstopper:	 	[Redacted]
	 	 	 
	 	Per:	[Redacted]
	 	 	Name: [Redacted]
	 	 	Title: [Redacted]


  


		*	The Signature, Name and Title of each of the Backstoppers has been redacted pursuant to Section
13 of the Backstop Agreement. 



 


STRICTLY CONFIDENTIAL