Maritime Launch Services : Unsecured Convertible Debentures - Amending Agreement

THIS AMENDING AGREEMENT is made as of the 29th day of March, 2022

BETWEEN:

MARITIME LAUNCH SERVICES LTD., a corporation incorporated under the laws of Nova Scotia ("MLS")

AND:

	ITF MMCAP INTERNATIONAL INC. SPC A/C		(the
Personal	Personal
"Holder")

AND:

JAGUAR FINANCIAL CORPORATION, a corporation incorporated under the laws of Ontario (to be re-named MARITIME LAUNCH SERVICES INC.) ("Jaguar")

WHEREAS:

1. MLS executed a debenture certificate dated as of May 7, 2021 in favour of the Holder, under which MLS acknowledged itself indebted to and promised to pay to or to the order of the Holder the principal amount of $5,250,000 (the "Debenture Certificate")
2. MLS and Jaguar have entered into a binding letter agreement dated November 5, 2021, as amended January 22, 2022 and as may be amended further from time to time (collectively, the "Letter Agreement"), pursuant to which Jaguar will acquire all of the issued and outstanding common shares of MLS ("MLS Shares") by way of a "three-cornered amalgamation" (the "Amalgamation");
3. in connection with the Amalgamation, shareholders of MLS will receive 4.5 common shares of Jaguar ("Jaguar Shares") for each MLS Share held;
4. Jaguar has agreed to execute and deliver this amending agreement (this "Amending Agreement") to, among other things, evidence its agreement to deliver Jaguar Shares in lieu of any MLS Shares that are required to be delivered pursuant to the Debenture Certificate upon conversion of any Debentures;
5. subsequent to the effective time of the Amalgamation (the "Effective Time"), Jaguar will seek a listing of the Jaguar Shares on the NEO Stock Exchange;
6. Jaguar has requested the term of the Debenture Certificate to be extended in order to satisfy certain listing requirements; and
7. the foregoing recitals are made as a statement of fact by MLS and Jaguar and not by the Holder.

NOW THEREFORE, THIS AMENDING AGREEMENT WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which is hereby acknowledged, and the parties hereto agree as follows:

ARTICLE 1

AMENDMENTS TO THE DEBENTURE CERTIFICATE

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1.1 Exchange Basis

Each of MLS, Jaguar and the Holder acknowledge and agree that, as and from the date hereof, in accordance with the Debenture Certificate, a Holder who becomes entitled to MLS Shares pursuant to the Debenture(s) will be entitled to receive, and will accept in lieu of each MLS Share to which such Holder was theretofore entitled, 4.5 Jaguar Shares, subject to further adjustment as provided herein, and the Debenture Certificate.

1. Obligation of Jaguar to issue Jaguar Shares
2. 1. Jaguar hereby agrees that it will issue and deliver Jaguar Shares on behalf of MLS, in lieu of MLS Shares to which the Holder was theretofore entitled, on the basis set out in Section 1.1 of this Amending Agreement, with the intent and to the extent that any and all such obligations of MLS in respect of the issuance and delivery of MLS Shares under the Debenture Certificate will be satisfied by the issuance or delivery by Jaguar of Jaguar Shares on behalf of MLS rather than by the issuance or delivery by MLS of MLS Shares.
   2. Where the Debenture Certificate refers to Common Shares or an obligation of the Corporation to issue or deliver Common Shares, the provisions of the Debenture Certificate will be read mutatis mutandis to reflect that Jaguar will issue or deliver Jaguar Shares and not MLS Shares and that references in the Debenture Certificate to the Common Shares will mean the Jaguar Shares, references to the holders of Common Shares will refer to the holders of Jaguar Shares, and references to the Corporation having an obligation to issue or deliver Common Shares will refer to Jaguar having an obligation to issue or deliver Jaguar Shares, as applicable.
   3. Any issuance or delivery of Jaguar Shares by Jaguar pursuant to this Section 1.2 will be treated, for the purposes of the Debenture Certificate, as if issued or delivered by MLS and will have the same effect under the Debenture Certificate as if made by MLS.
3. Specific Amendments

In addition to, and notwithstanding the generality of Sections 1.1 and 1.2 hereof, the following specific amendments are made to the following provisions of the Debenture Certificate on and from the Effective Time:

1. Section 1.1(a) of the Debenture Certificate is hereby deleted in its entirety and replaced with:
   "Common Shares" means common shares in the capital of Jaguar;
2. Section 1.1(d) of the Debenture Certificate is hereby deleted in its entirety and replaced with:
   "Conversion Price" means $ 0.1475 per Common Share subject to adjustment as provided for herein;
3. Section 1.1(h) of the Debenture Certificate is hereby deleted in its entirety and replaced with:

"Maturity Date" means May 7, 2023, or such later date as may be agreed to by the Company, the Holder and Jaguar;

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1. The definition of "Jaguar" set forth below is hereby added to Section 1.1(k) of the Debenture Certificate and provides as follows:
2. 
   "Jaguar" means Jaguar Financial Corporation and includes any successor to or of Jaguar Financial Corporation;
3. Section 9 of the Debenture Certificate is hereby deleted in its entirety and replaced with:
4. 1. 
      Certain Covenants by the Company and Jaguar: The Company and Jaguar hereby covenant and agree:
   2. To Pay Principal and Interest: That the Company will duly and punctually pay or cause to be paid to the Holder the principal of and interest accrued on this Debenture and others amounts payable hereunder at the times, at the places, in the moneys, and in the manner mentioned herein.
   3. To Carry on Business: That the Company and Jaguar will carry on and conduct its business in a proper and efficient manner and, subject to the express provisions hereof, it will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and rights.
   4. No Dividends: The Company and Jaguar will not make any payments of dividends or retract or redeem any of its outstanding shares without the consent of the Holder.
   5. Notice of Event of Default: The Company and Jaguar shall forthwith notify the Holder of the occurrence of any Event of Default or any event of which it is aware which with notice or lapse of time or both would constitute an Event of Default together with full details and any action proposed to be taken.
5. Section 10(b) of the Debenture Certificate is hereby deleted in its entirety and replaced with:
6. 
   Procedure for Conversion: If the Holder desires to convert this Debenture into Common Shares, then the Holder shall provide written notice to Jaguar and MLS exercising its right to convert this Debenture by completing and delivering the prescribed conversion form attached hereto as Appendix A. The Holder shall notify Jaguar of the number of Common Shares specified in such notice to which the Holder has become entitled, and the identifying number of this Debenture. Upon the delivery of the said notice, the Holder in whose name the Common Shares are to be issued as designated in the said notice shall be deemed, for all purposes, to be the holder of record of such number of fully paid and non-assessable Common Shares into which this Debenture may be converted on the basis herein set out, and such person or persons shall be entitled to delivery by Jaguar of a certificate or certificates representing (or other evidence of ownership if such securities are available in uncertificated form) such Common Shares promptly after the exercise of such right of conversion. Jaguar shall thereupon cancel this Debenture and replace this Debenture with a debenture representing the unconverted amount of principal, if any.
7. Section 10(c) of the Debenture Certificate is hereby deleted in its entirety and replaced with:

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Conversion at Jaguar Election: The principal amount and accrued interest of outstanding Debentures will convert at the election of Jaguar into Common Shares at the Conversion Price if (i) a Qualified Transaction has occurred; and (ii) either (X) Jaguar has raised not less than $10 million in equity at a price not less than $0.2222 per Common Share, or (Y) the Common Shares trade at over $0.2222 for 10 consecutive trading days on a recognized exchange.

1. Section 10(d) of the Debenture Certificate is hereby deleted in its entirety.
2. Section 10(f) is hereby deleted in its entirety and replaced with:
   If the Company does not complete a Qualified Transaction on or prior to April 30, 2022, then, at that date and at the end of each month thereafter, if the Company does not complete a Qualified Transaction, the Conversion Price shall be adjusted such that upon conversion Jaguar shall issue an additional 1% of the number of Common Shares.
3. Section 12 is hereby deleted in its entirety and replaced with:
   Actions on Conversion. Upon conversion of this Debenture into Common Shares, Jaguar will issue and deliver to the Holder a certificate or certificates (or other evidence of ownership if such securities are available in uncertificated form) for the number of Common Shares to which the Holder is entitled upon such conversion together with a cheque payable to the Holder for any cash amounts payable for fractional shares.
4. Section 13 is hereby deleted in its entirety and replaced with:
   Anti-DilutionProvisions: So long as this Debenture is outstanding, if and whenever Jaguar shall (i) subdivide or re-divide the outstanding Common Shares into a greater number of shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares, (iii) issue Common Shares or securities convertible into or exercisable for Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or distribution, or (iv) issue, sell, grant any option or rights to purchase, or otherwise dispose of any equity security of Jaguar (other than the issue of Common Shares or securities convertible into Common Shares to holders of convertible or exercisable securities in accordance with their terms outstanding as of the date hereof) or any security convertible or exercisable into an equity security or any equity- linked or related security (or such securities of Jaguar's successor) (an "Additional Issuance"), for consideration on a share basis that is less than the Conversion Price or makes an Additional Issuance of convertible securities with a conversion price or exercise price per share that is less than the Conversion Price, then the Conversion Price in effect on (A) the effective date of such subdivision, re-division, reduction, combination or consolidation or on the record date for such issue of Common Shares or securities convertible into Common Shares by way of a stock dividend, as the case may be, shall, in the case of the events referred to in (i) and (iii) above, be decreased in proportion to the increase in the number of outstanding Common Shares resulting from such subdivision, re-division or dividend, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the decrease in the number of Common Shares resulting from such reduction, combination or consolidation, or (B) the date immediately preceding such Additional Issuance, shall in the events referred to in (iv) above, be reduced to such lower price. Such adjustment shall be made whenever any event referred to in this section shall occur.

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1. Section 16(b) of the Debenture Certificate is hereby deleted in its entirety and replaced with:

Default in Other Indebtedness: If the Company or Jaguar default in the payment of any indebtedness for moneys borrowed which has become due and payable, or which has been declared by reason of any default to be due and payable prior to the Maturity Date, and such default continues for a period of thirty (30) days; or

1. Section 16(c) of the Debenture Certificate is hereby deleted in its entirety and replaced with:

Insolvency and seizure of assets: If the Company or Jaguar makes an assignment for the benefit of its creditors, files a proposal or assignment in bankruptcy, is adjudicated insolvent or bankrupt under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous laws of another jurisdiction or petitions or applies to any tribunal for appointment of a receiver of all or any substantial part of its property, or, except as permitted by Section 25, commences any proceedings relating to it under any reorganization, arrangement, readjustment of debts, dissolution or liquidation law or statute of any relevant jurisdiction, whether now or hereafter in effect, or there is commenced against the Company or Jaguar any such proceeding which remains undismissed for a period of thirty (30) days, or the Company or Jaguar, by any act, indicates its consent to, approval of, or acquiescence in any such proceeding, or the Company or Jaguar suffers any judgement, writ of attachment or execution or any similar process to be issued or levied against any substantial part of its properties which is not released, stayed or adjudicated in favour of the Company or Jaguar within thirty (30) days after issue or levy thereof unless such process of execution is in good faith disputed by the Company or Jaguar; or

1. Section 16(e) of the Debenture Certificate is hereby deleted in its entirety and replaced with:

Covenants: If the Company or Jaguar shall neglect to carry out or observe any other covenant or condition herein contained and on its part to be observed and performed for a period of thirty (30) days after notice in writing has been given by the Holder to the Company and Jaguar specifying such default and requiring the Company and Jaguar to put an end to the same; or

1. Section 26 of the Debenture Certificate is hereby deleted in its entirety and replaced with:

Permitted Corporate Reorganizations: Other than (a) a Qualified Transaction or (b) the sale of all or substantially all of the assets in the capital of the Company or Jaguar for cash where all amounts due and payable under this Debenture to the Maturity Date are paid to the Holder, the Company and Jaguar shall not, directly or indirectly, sell, lease, transfer or otherwise dispose of all or substantially all of its property and assets as an entirety to any other company, and shall not amalgamate or merge with or into any other company unless approved in writing by the Holder.

1. The reference to "if to the Company at:" in Section 27 of the Debenture Certificate is hereby deleted and replaced with "if to the Company and Jaguar at:".
2. Section 28 of the Debenture Certificate is hereby deleted in its entirety and replaced with: -5-