Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. As soon as reasonably practicable after the Effective Time (and in any case within five (5) Business Days after the Effective Time), First Majestic shall cause the Exchange Agent to mail to each holder of record of a valid certificate previously representing any shares of Gatos Common Stock outstanding immediately prior to the Effective Time (a “Gatos Stock Certificate”) or shares of Gatos Common Stock outstanding immediately prior to the Effective Time represented by book entry (“Book Entry Shares”) whose shares of Gatos Common Stock were converted into the right to receive the applicable Merger Consideration: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Gatos Stock Certificates shall pass, only upon proper delivery of the Gatos Stock Certificates to the Exchange Agent and which shall otherwise be in customary form (including customary provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)); and (ii) instructions for use in effecting the surrender of the Gatos Stock Certificates, or in the case of Book Entry Shares, the surrender of such shares, in exchange for payment of the applicable Merger Consideration. Each holder of record of a Gatos Stock Certificate or Book Entry Share shall, upon surrender to the Exchange Agent of such Gatos Stock Certificate or Book Entry Share, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent pursuant to such instructions, be entitled to receive in exchange therefor the Merger Consideration which the number of shares of Gatos Common Stock previously represented by such Gatos Stock Certificate or Book Entry Share shall have been converted into the right to receive pursuant to Section 2.01, and the Gatos Stock Certificate or Book Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of Gatos Common Stock which is not registered in the transfer records of Gatos, payment of the applicable Merger Consideration may be made to a Person other than the Person in whose name the Gatos Stock Certificate so surrendered is registered if such Gatos Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of such Gatos Stock Certificate or establish to the reasonable satisfaction of First Majestic that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Gatos Stock Certificate and each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. No interest shall be paid or will accrue on any cash payable to holders of Gatos Stock Certificates or Book Entry Shares pursuant to the provisions of this Article II or otherwise.

Procedures for Surrender. As soon promptly as reasonably practicable after the Effective Time (and in any case within five (5) Business Days after the Effective Time), First Majestic shall Parent will cause the Exchange Paying Agent to mail to each holder of record of a valid certificate previously representing any shares of Gatos Common Stock outstanding immediately prior to or certificates that represented Shares (the Effective Time (a “Gatos Stock CertificateCertificates”) or shares of Gatos Common Stock outstanding immediately prior to the Effective Time non-certificated Shares represented by book entry (“Book Book-Entry Shares”) whose shares of Gatos Common Stock ), in each case, which Shares were converted into the right to receive the applicable Merger ConsiderationConsideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal (transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Gatos Stock Certificates shall will pass, only upon proper delivery of the Gatos Stock Certificates to the Exchange Agent Paying Agent, and which shall will otherwise be in customary such form (including customary and have such other provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)); as Parent or the Paying Agent may reasonably specify and (ii) instructions for use in effecting the surrender of the Gatos Stock Certificates, Certificates or in the case of Book Book-Entry Shares, the surrender of such shares, Shares in exchange for payment of the applicable Merger Consideration. Each holder Upon surrender of record Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a Gatos Stock Certificate or Book Entry Share shall, upon surrender to the Exchange Agent of such Gatos Stock Certificate or Book Entry Share, together with such letter of transmittal, duly executedexecuted and in proper form, and such other documents as may reasonably be required by the Exchange Agent pursuant with respect to such instructionsCertificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares will be entitled to receive in exchange therefor the Merger Consideration which the number of shares of Gatos Common Stock previously for each Share formerly represented by such Gatos Stock Certificate or Book Certificates and for each Book-Entry Share shall Share. Any Certificates and Book-Entry Shares so surrendered will forthwith be cancelled. All cash paid upon the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been converted into the right paid in full satisfaction of all rights pertaining to receive pursuant to Section 2.01, and the Gatos Stock Certificate Shares formerly represented by such Certificates or Book Book-Entry Share so surrendered shall be canceledShares. In the event of a transfer of ownership of Gatos Common Stock which is not registered in the transfer records of Gatos, If payment of the applicable Merger Consideration may is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of payment that the Gatos Stock Certificate so surrendered is registered if such Gatos Stock Certificate shall will be properly endorsed or will be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay will have paid any transfer or other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of such Gatos Stock the Certificate so surrendered or establish will have established to the reasonable satisfaction of First Majestic the Paying Agent that such Tax has Taxes either have been paid or is are not applicablepayable. Any other transfer or similar Taxes incurred in connection with the transactions contemplated by this Agreement will be paid by the Person required to make such payment by applicable Law. Payment of the Merger Consideration with respect to Book-Entry Shares will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.02(b)hereby, each Gatos Stock Certificate and each Book or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. No Consideration in cash as contemplated by this Agreement, without any interest shall be paid or will accrue on any cash payable to holders of Gatos Stock Certificates or Book Entry Shares pursuant to the provisions of this Article II or otherwiseaccruing thereon.

Procedures for Surrender. As soon promptly as reasonably practicable after the Effective Time (and in any case event, within five three (53) Business Days after the Effective Timethereafter), First Majestic shall Parent will cause the Exchange Paying Agent to mail to each holder of record of a valid certificate previously representing any shares of Gatos Common Stock outstanding immediately prior to or certificates that represented Shares (the Effective Time (a “Gatos Stock CertificateCertificates”) or shares of Gatos Common Stock outstanding immediately prior to the Effective Time represented by book entry (“Book Entry Shares”) whose shares of Gatos Common Stock ), which Shares were converted into the right to receive the applicable Merger ConsiderationConsideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal (transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Gatos Stock Certificates shall (if any) will pass, only upon proper delivery of the Gatos Stock such Certificates to the Exchange Agent Paying Agent, and which shall will otherwise be in customary such form (including customary and have such other provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)); as Parent or the Paying Agent may reasonably specify and (ii) instructions for use in effecting the surrender of the Gatos Stock Certificates, or in the case of Book Entry Shares, the surrender of such shares, Certificates in exchange for payment of the applicable Merger Consideration. Each holder Upon surrender of record Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a Gatos Stock Certificate or Book Entry Share shall, upon surrender to the Exchange Agent of such Gatos Stock Certificate or Book Entry Share, together with such letter of transmittal, duly executedexecuted and in proper form, and such other documents as may reasonably be required by the Exchange Agent pursuant with respect to such instructionsCertificates, the holder of such Certificates will be entitled to receive in exchange therefor the Merger Consideration which the number of shares of Gatos Common Stock previously for each Share formerly represented by such Gatos Stock Certificate or Book Entry Share shall Certificates. Any Certificates so surrendered will forthwith be cancelled. The Merger Consideration paid upon the surrender for exchange of Certificates will be deemed to have been converted into the right paid in full satisfaction of all rights pertaining to receive pursuant to Section 2.01, and the Gatos Stock Certificate or Book Entry Share so surrendered shall be canceledShares formerly represented by such Certificates. In the event of a transfer of ownership of Gatos Common Stock which is not registered in the transfer records of Gatos, If payment of the applicable Merger Consideration may is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of payment that the Gatos Stock Certificate so surrendered is registered if such Gatos Stock Certificate shall will be properly endorsed or will be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay will have paid any transfer or other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of such Gatos Stock the Certificate so surrendered or establish will have established to the reasonable satisfaction of First Majestic the Paying Agent that such Tax has Taxes either have been paid or is are not applicablepayable. Until surrendered as contemplated by this Section 2.02(b), each Gatos Stock Certificate and each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. No interest shall be paid or will accrue on any cash payable to holders Any holder of Gatos Stock Certificates or Book Entry non-certificated Shares pursuant to the provisions of this Article II or otherwise.represented

Procedures for Surrender. As soon as reasonably practicable after the Effective Time (Time, Parent shall, and in any case within five (5) Business Days after shall cause the Effective Time)Surviving Company to, First Majestic shall cause the Exchange Agent to mail to each holder of record of a valid certificate previously representing any shares Certificate or Book-Entry Share as of Gatos Common Stock outstanding immediately prior to the Effective Time (a “Gatos Stock Certificate”) or shares of Gatos Common Stock outstanding immediately prior and whose Company Shares were exchanged pursuant to the Effective Time represented by book entry (“Book Entry Shares”) whose shares of Gatos Common Stock were converted Section ‎2.1 into the right to receive the applicable Per Share Merger Consideration: Consideration (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Gatos Stock Certificates Certificate shall pass, only upon proper delivery of the Gatos Stock Certificates Certificate (or affidavit of loss in lieu thereof as provided in ‎Section 2.2(e)) or Book-Entry Share, as applicable, to the Exchange Agent and which shall otherwise be in such customary form (including customary provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)); as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Gatos Stock Certificates, Certificate (or affidavit of loss in the case of Book lieu thereof as provided in ‎Section 2.2(e)) or Book-Entry Shares, the surrender of such shares, Share in exchange for payment of the Per Share Merger Consideration pursuant to Section ‎2.1, and (iii) a declaration and/or Valid Tax Certificate (or such other forms as are required under any applicable Merger Consideration. Each holder of record Tax Law) in which the beneficial owner of a Gatos Stock Certificate Company Share provides certain information necessary for Parent or Book Entry Share shallthe Exchange Agent or the Information Agent, as applicable, to determine whether any amounts need to be withheld from the consideration payable to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, the Code, or any provision of applicable Law). Subject to the Withholding Tax Ruling, upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent of such Gatos Stock Certificate or Book Entry ShareAgent, together with such letter of transmittaltransmittal and declaration for Tax withholding purposes and/or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), in each case, duly executedcompleted and validly executed in accordance with the respective instructions thereto, and such other documents as may reasonably be required by Parent shall pay or cause the Exchange Agent pursuant to pay to the holder of such instructions, be entitled to receive Certificate or Book-Entry Share in exchange therefor the applicable Per Share Merger Consideration which pursuant to the number provisions of shares of Gatos Common Stock previously this Article ‎II for each Company Share formerly represented by such Gatos Stock Certificate or Book Book-Entry Share, promptly (subject to the delay of up to three hundred sixty-five days contemplated by ‎Section 2.4) following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof as provided in ‎Section 2.2(e)) or Book-Entry Share shall have been converted into the right to receive pursuant to Section 2.01and Valid Tax Certificate, and the Gatos Stock Certificate (or Book affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be canceledforthwith cancelled. In The Exchange Agent shall accept such Certificate (or affidavit of loss in lieu thereof as provided in ‎Section 2.2(e)) or Book-Entry Share upon compliance with such reasonable terms and conditions as the event of a transfer of ownership of Gatos Common Stock which is not registered Exchange Agent may impose to effect an orderly exchange thereof in the transfer records of Gatos, accordance with normal exchange practices. If payment of the applicable Per Share Merger Consideration may is to be made to a Person other than the Person in whose name the Gatos Stock surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered is registered if such Gatos Stock Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and (B) the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the applicable Per Share Merger Consideration to a Person other than the registered holder of such Gatos Stock the Certificate surrendered or establish shall have established to the reasonable satisfaction of First Majestic the Surviving Company that such Tax either has been paid or is not applicablerequired to be paid. Payment of the applicable Per Share Merger Consideration with respect to a Book-Entry Share shall only be made to the Person in whose name such Book-Entry Share is registered. Until surrendered as contemplated by this Section 2.02(b)‎2.2, each Gatos Stock Certificate and each Book Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration. No interest shall be paid or will accrue on any cash payable to holders of Gatos Stock Certificates or Book Entry Shares pursuant to the provisions of Consideration as contemplated by this Article II or otherwise‎II, without interest thereon.

Procedures for Surrender. As soon promptly as reasonably practicable after the Effective Time (and in any case within five (5) Business Days after the Effective Time), First Majestic shall Parent will cause the Exchange Paying Agent to mail to each holder of record of a valid certificate previously representing any shares of Gatos Common Stock outstanding immediately prior to or certificates that represented Shares (the Effective Time (a “Gatos Stock CertificateCertificates”) or shares of Gatos Common Stock outstanding immediately prior to the Effective Time represented by book entry (“Book Book-Entry Shares”) whose shares of Gatos Common Stock , in each case, which Shares were converted into the right to receive the applicable Merger ConsiderationConsideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal (transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Gatos Stock Certificates shall will pass, only upon proper delivery of the Gatos Stock Certificates to the Exchange Agent Paying Agent, and which shall will otherwise be in customary such form (including customary and have such other provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)); as Parent or the Paying Agent may reasonably specify and (ii) instructions for use in effecting the surrender of the Gatos Stock Certificates, Certificates or in the case of Book Book-Entry Shares, the surrender of such shares, Shares in exchange for payment of the applicable Merger Consideration. Each holder Upon surrender of record Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a Gatos Stock Certificate or Book Entry Share shall, upon surrender to the Exchange Agent of such Gatos Stock Certificate or Book Entry Share, together with such letter of transmittal, duly executedexecuted and in proper form, and such other documents as may reasonably be required by the Exchange Agent pursuant with respect to such instructionsCertificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares will be entitled to receive in exchange therefor the Merger Consideration which the number of shares of Gatos Common Stock previously for each Share formerly represented by such Gatos Stock Certificate or Book Certificates and for each Book-Entry Share shall Share. Any Certificates and Book-Entry Shares so surrendered will forthwith be cancelled. All cash paid upon the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been converted into the right paid in full satisfaction of all rights pertaining to receive pursuant to Section 2.01, and the Gatos Stock Certificate Shares formerly represented by such Certificates or Book Book-Entry Share so surrendered shall be canceledShares. In the event of a transfer of ownership of Gatos Common Stock which is not registered in the transfer records of Gatos, If payment of the applicable Merger Consideration may is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of payment that the Gatos Stock Certificate so surrendered is registered if such Gatos Stock Certificate shall will be properly endorsed or will be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay will have paid any transfer or other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of such Gatos Stock the Certificate so surrendered or establish will have established to the reasonable satisfaction of First Majestic the Paying Agent that such Tax has Taxes either have been paid or is are not applicablepayable. Any other transfer or similar Taxes 13 incurred in connection with the transactions contemplated by this Agreement will be paid by the Person required to make such payment by applicable Law. Payment of the Merger Consideration with respect to Book-Entry Shares will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.02(b)hereby, each Gatos Stock Certificate and each Book or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. No Consideration in cash as contemplated by this Agreement, without any interest shall be paid or will accrue on any cash payable to holders of Gatos Stock Certificates or Book Entry Shares pursuant to the provisions of this Article II or otherwiseaccruing thereon.

Procedures for Surrender. As soon promptly as reasonably practicable after the Effective Time (and in any case within five (5) Business Days after Time, the Effective Time), First Majestic Surviving Corporation or Parent shall cause the Exchange Paying Agent to mail to each holder of record of a valid certificate previously representing any shares of Gatos Common Stock outstanding immediately prior to or certificates that represented Shares (the Effective Time (a “Gatos Stock Certificate”Certificates) or shares of Gatos Common Stock outstanding immediately prior to the Effective Time non-certificated Shares represented by book book-entry (“Book Book-Entry Shares”) whose shares of Gatos Common Stock ), in each case, which Shares were converted into the right to receive the applicable Merger Consideration: Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Gatos Stock Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Gatos Stock Certificates or transfer of the Book-Entry Shares, as the case may be, to the Exchange Agent Paying Agent, and which shall otherwise be in customary such form (including customary and have such other provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)); and as Parent or the Paying Agent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Gatos Stock Certificates, Certificates or in the case transfer of Book Book-Entry Shares, the surrender of such shares, Shares in exchange for payment of the applicable Merger Consideration. Each holder Upon surrender of record Certificates or transfer of Book-Entry Shares for cancellation to the Paying Agent, and upon delivery of a Gatos Stock Certificate or Book Entry Share shall, upon surrender to the Exchange Agent of such Gatos Stock Certificate or Book Entry Share, together with such letter of transmittal, duly executedexecuted and in proper form, and such other documents as may reasonably be required by the Exchange Agent pursuant with respect to such instructionsCertificates or an “agent’s message in the case of a book entry transfer of Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration which the number of shares of Gatos Common Stock previously for each Share formerly represented by such Gatos Stock Certificate or Book Certificates and for each Book-Entry Share shall have been converted into the right to receive pursuant to Section 2.01, Share. Any Certificates and the Gatos Stock Certificate or Book Book-Entry Share Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Gatos Common Stock which is not registered in the transfer records of Gatos, If payment of the applicable Merger Consideration may is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Gatos Stock Certificate so surrendered is registered if such Gatos Stock Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of such Gatos Stock the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of First Majestic the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.02(b)hereby, each Gatos Stock Certificate and each Book or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. No Consideration in cash as contemplated by this Agreement, without interest shall be paid or will accrue on any cash payable to holders of Gatos Stock Certificates or Book Entry Shares pursuant to the provisions of this Article II or otherwisethereon.

Procedures for Surrender. As soon promptly as reasonably practicable after the Effective Time (and in any case within five (5) Business Days after Time, the Effective Time), First Majestic Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of a valid certificate previously representing any shares of Gatos Common Stock outstanding immediately prior to or certificates that represented Shares (the Effective Time (a “Gatos Stock CertificateCertificates”) or shares of Gatos Common Stock outstanding immediately prior to the Effective Time non-certificated Shares represented by book book-entry (“Book Book-Entry Shares”) whose shares of Gatos Common Stock ), in each case, which Shares were converted into the right to receive the applicable Merger ConsiderationConsideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Gatos Stock Certificates shall pass, only upon proper delivery of the Gatos Stock Certificates to the Exchange Agent Paying Agent, and which shall otherwise be in customary such form (including customary and have such other provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)); as the Purchaser or the Paying Agent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Gatos Stock Certificates, Certificates or in the case of Book Book-Entry Shares, the surrender of such shares, Shares in exchange for payment of the applicable Merger Consideration. Each holder Upon surrender of record Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Purchaser, and upon delivery of a Gatos Stock Certificate or Book Entry Share shall, upon surrender to the Exchange Agent of such Gatos Stock Certificate or Book Entry Share, together with such letter of transmittal, duly executedexecuted and in proper form, and such other documents as may reasonably be required by the Exchange Agent pursuant with respect to such instructionsCertificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration which the number of shares of Gatos Common Stock previously for each Share formerly represented by such Gatos Stock Certificate or Book Certificates and for each Book-Entry Share shall have been converted into the right to receive pursuant to Section 2.01, Share. Any Certificates and the Gatos Stock Certificate or Book Book-Entry Share Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Gatos Common Stock which is not registered in the transfer records of Gatos, If payment of the applicable Merger Consideration may is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Gatos Stock Certificate so surrendered is registered if such Gatos Stock Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of such Gatos Stock the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of First Majestic the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.02(b)hereby, each Gatos Stock Certificate and each Book or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. No Consideration in cash as contemplated by this Agreement, without interest shall be paid or will accrue on any cash payable to holders of Gatos Stock Certificates or Book Entry Shares pursuant to the provisions of this Article II or otherwisethereon.

Procedures for Surrender. As soon as reasonably practicable after the Effective Time (and in any case within five (5) Business Days Promptly after the Effective Time), First Majestic the Paying Agent shall cause the Exchange Agent to mail to each holder of record of a valid certificate previously representing any shares of Gatos Common Stock outstanding immediately prior to the Effective Time (a “Gatos Stock Certificate”) or shares of Gatos Common Stock outstanding certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book book-entry (“Book Book-Entry Shares”) and whose shares of Gatos Common Stock Shares were converted pursuant to Section 1.07 into the right to receive the applicable Merger Consideration: Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Gatos Stock Certificates shall pass, only upon proper delivery of the Gatos Stock Certificates to the Exchange Paying Agent and which shall otherwise be in customary such form (including customary and have such other provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)); as mutually agreed by the Company and Parent) and (ii) instructions for use in effecting the surrender of the Gatos Stock Certificates, Certificates or in the case of Book Book-Entry Shares, the surrender of such shares, Shares in exchange for payment of the applicable Merger Consideration. Each holder of record Upon surrender of a Gatos Stock Certificate or Book Book-Entry Share shall, upon surrender for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent (i.e. the stock transfer agent of such Gatos the Parent being Signature Stock Certificate or Book Entry ShareTransfer, Inc., 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, 75093), together with such letter of transmittal, duly executed, and the holder of such other documents as may reasonably be required by the Exchange Agent pursuant to such instructions, Certificate or Book-Entry Share shall be entitled to receive promptly in exchange therefor the Merger Consideration which the number of shares of Gatos Common Stock previously for each Share formerly represented by such Gatos Stock Certificate or Book and for each Book-Entry Share shall have been converted into the right to receive pursuant to Section 2.01, and the Gatos Stock Certificate or Book Entry Share so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Gatos Common Stock which is not registered in the transfer records of Gatos, If payment of the applicable Merger Consideration may is to be made to a Person other than the Person in whose name the Gatos Stock surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered is registered if such Gatos Stock Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and (B) the Person requesting such payment shall pay have paid any transfer or and other similar Taxes taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of such Gatos Stock the Certificate surrendered or establish shall have established to the reasonable satisfaction of First Majestic the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.02(b)1.08, each Gatos Stock Certificate and each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger ConsiderationConsideration in cash as contemplated by this Section 1.08, without interest thereon. No interest The Surviving Corporation shall be paid or will accrue on any cash payable to holders pay all charges and expenses, including those of Gatos Stock Certificates or Book Entry Shares pursuant to the provisions Paying Agent, in connection with the exchange of this Article II or otherwiseMerger Consideration for Shares.

Procedures for Surrender. As soon as reasonably practicable after the Effective Time (and in any case within five (5) Business Days after date hereof, the Effective Time)Company shall, First Majestic or shall cause the Exchange Agent to to, mail to each holder of record of a valid certificate previously certificates representing any shares of Gatos Common Stock outstanding immediately prior to Shares (taking into account the Effective Time Intermediate Holdings Reorganization) (a the “Gatos Stock CertificateCertificates,” and such holders, the “Company Stockholders”) or shares of Gatos Common Stock outstanding immediately prior to the Effective Time represented by book entry (“Book Entry Shares”) whose shares of Gatos Common Stock were converted into the right to receive the applicable Merger Consideration: ): (i) a letter of transmittal transmittal, substantially in the form of Exhibit A hereto (the “Letter of Transmittal”) which shall specify that delivery shall be effected, includes an investor questionnaire and risk of loss and title to the Gatos Stock Certificates shall pass, only upon proper delivery of the Gatos Stock Certificates to the Exchange Agent and which shall otherwise be in customary form (including customary provisions with respect to delivery of an representations regarding such Company Stockholder’s “agent’s messageaccredited investor” with respect to Book Entry Shares)); status and (ii) instructions in customary form for use in effecting the surrender of the Gatos Stock Certificates, or in the case of Book Entry Shares, the surrender of such shares, Certificates in exchange for payment of the applicable Merger Consideration, including any amount payable in respect of Fractional Share Consideration or any dividends or other distributions on the Parent Shares in accordance with Section 2.2(e). Each holder Upon surrender of record Certificates (or affidavits of a Gatos Stock Certificate or Book Entry Share shall, upon surrender loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of such Gatos Stock Certificate or Book Entry Share, together with such a letter of transmittal, duly executedexecuted and in proper form, and with respect to such Certificates (or affidavits of loss in lieu thereof), together with any other documents as may reasonably be documentation expressly required by its terms to be provided in connection with the Exchange Agent pursuant to Letter of Transmittal, the holder of such instructions, Certificates shall be entitled to receive in exchange therefor the Merger Consideration which pursuant to the number provisions and subject to the terms and conditions of shares this Article 2, including any amount payable in respect of Gatos Common Stock previously Fractional Share Consideration or any dividends or other distributions on the Parent Shares in accordance with Section 2.2(e), for each Share formerly represented by such Gatos Stock Certificate Certificates (or Book Entry affidavits of loss in lieu thereof). Any Certificates so surrendered will forthwith be cancelled. All Merger Consideration, Fractional Share shall have been converted into the right to receive Consideration or other amounts due pursuant to Section 2.012.2(e), and paid upon the Gatos Stock Certificate surrender for exchange of Certificates (or Book Entry Share so surrendered shall affidavits of loss in lieu thereof) will be canceleddeemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates. In the event of a transfer of ownership of Gatos Common Stock which is not registered in the transfer records of Gatos, If payment of the applicable Merger Consideration may is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of payment that the Gatos Stock Certificate so surrendered is registered if such Gatos Stock Certificate shall will be properly endorsed or will be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay will have paid any transfer or other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of such Gatos Stock the Certificate so surrendered or establish will have established to the reasonable satisfaction of First Majestic the Exchange Agent that such Tax has Taxes either have been paid or is are not applicablepayable. Any other transfer or similar Taxes incurred in connection with the Initial Merger will be paid by Parent. Until surrendered as contemplated by this Section 2.02(b)hereby, each Gatos Stock Certificate and each Book Entry Share shall (other than Shares cancelled pursuant to Section 2.1(b)) will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. No interest shall be paid Consideration or will accrue on any cash payable to holders of Gatos Stock Certificates or Book Entry Shares the amount determined pursuant to Section 2.3, as applicable, without interest. The Exchange Agent shall provide the provisions Company and Parent with a copy of this Article II each completed Letter of Transmittal it receives prior to or otherwiseas of the Effective Time.

Procedures for Surrender. As soon promptly as reasonably practicable after the Effective Time (and in any case within five (5) Business Days after Time, the Effective Time), First Majestic Parent shall cause its transfer agent (the Exchange Agent “Transfer Agent”) to mail to each holder of record of a valid certificate previously representing any shares of Gatos Common Stock outstanding immediately prior to or certificates that represented Shares (the Effective Time (a “Gatos Stock CertificateCertificates”) or shares of Gatos Common Stock outstanding immediately prior to the Effective Time non- certificated Shares represented by book book-entry (“Book Book-Entry Shares”) whose shares of Gatos Common Stock ), in each case, which Shares were converted into the right to receive the applicable Merger ConsiderationConsideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Gatos Stock Certificates shall pass, only upon proper delivery of the Gatos Stock Certificates to the Exchange Agent Transfer Agent, and which shall otherwise be in customary such form (including customary and have such other provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)); as the Purchaser or the Transfer Agent may reasonably specify and (ii) instructions for use in effecting the surrender of the Gatos Stock Certificates, Certificates or in the case of Book Book-Entry Shares, the surrender of such shares, Shares in exchange for payment of the applicable Merger Consideration. Each holder Upon surrender of record Certificates and Book-Entry Shares for cancellation to the Transfer Agent, and upon delivery of a Gatos Stock Certificate or Book Entry Share shall, upon surrender to the Exchange Agent of such Gatos Stock Certificate or Book Entry Share, together with such letter of transmittal, duly executedexecuted and in proper form, and such other documents as may reasonably be required by the Exchange Agent pursuant with respect to such instructionsCertificates or Book-Entry Shares, the holder of such Certificates or Book- Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration which the number of shares of Gatos Common Stock previously for each Share formerly represented by such Gatos Stock Certificate or Book Certificates and for each Book-Entry Share shall have been converted into the right to receive pursuant to Section 2.01, Share. Any Certificates and the Gatos Stock Certificate or Book Book- Entry Share Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Gatos Common Stock which is not registered in the transfer records of Gatos, payment If issuance of the applicable Merger Consideration may is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Gatos Stock Certificate so surrendered is registered if such Gatos Stock Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment issuance of the applicable Merger Consideration to a Person other than the registered holder of such Gatos Stock the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of First Majestic the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. Issuance of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.02(b)hereby, each Gatos Stock Certificate and each Book or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. No Consideration as contemplated by this Agreement, without interest shall be paid or will accrue on any cash payable to holders of Gatos Stock Certificates or Book Entry Shares pursuant to the provisions of this Article II or otherwisethereon.

Procedures for Surrender. As soon promptly as reasonably practicable after the Effective Time (and in any case within five (5) Business Days after Time, the Effective Time), First Majestic Parent shall cause its transfer agent (the Exchange Agent “Transfer Agent”) to mail to each holder of record of a valid certificate previously representing any shares of Gatos Common Stock outstanding immediately prior to or certificates that represented Shares (the Effective Time (a “Gatos Stock CertificateCertificates”) or shares of Gatos Common Stock outstanding immediately prior to the Effective Time non-certificated Shares represented by book book-entry (“Book Book-Entry Shares”) whose shares of Gatos Common Stock ), in each case, which Shares were converted into the right to receive the applicable Merger ConsiderationConsideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Gatos Stock Certificates shall pass, only upon proper delivery of the Gatos Stock Certificates to the Exchange Agent Transfer Agent, and which shall otherwise be in customary such form (including customary and have such other provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)); as the Purchaser or the Transfer Agent may reasonably specify and (ii) instructions for use in effecting the surrender of the Gatos Stock Certificates, Certificates or in the case of Book Book-Entry Shares, the surrender of such shares, Shares in exchange for payment of the applicable Merger Consideration. Each holder Upon surrender of record Certificates and Book-Entry Shares for cancellation to the Transfer Agent, and upon delivery of a Gatos Stock Certificate or Book Entry Share shall, upon surrender to the Exchange Agent of such Gatos Stock Certificate or Book Entry Share, together with such letter of transmittal, duly executedexecuted and in proper form, and such other documents as may reasonably be required by the Exchange Agent pursuant with respect to such instructionsCertificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration which the number of shares of Gatos Common Stock previously for each Share formerly represented by such Gatos Stock Certificate or Book Certificates and for each Book-Entry Share shall have been converted into the right to receive pursuant to Section 2.01, Share. Any Certificates and the Gatos Stock Certificate or Book Book-Entry Share Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Gatos Common Stock which is not registered in the transfer records of Gatos, payment If issuance of the applicable Merger Consideration may is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Gatos Stock Certificate so surrendered is registered if such Gatos Stock Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment issuance of the applicable Merger Consideration to a Person other than the registered holder of such Gatos Stock the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of First Majestic the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. Issuance of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.02(b)hereby, each Gatos Stock Certificate and each Book or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. No Consideration as contemplated by this Agreement, without interest shall be paid or will accrue on any cash payable to holders of Gatos Stock Certificates or Book Entry Shares pursuant to the provisions of this Article II or otherwisethereon.

Procedures for Surrender. As promptly as practicable after the Effective Time (and in any event, within three (3) Business Days thereafter), Parent will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”), which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and title to the Certificates (if any) will pass, only upon delivery of such Certificates to the Paying Agent, and will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ▇▇▇▇▇▇, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates, the holder of such Certificates will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates. Any Certificates so surrendered will forthwith be cancelled. The Merger Consideration paid upon the surrender for exchange of Certificates will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of payment that the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Person requesting such payment will have paid any transfer or other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or will have established to the satisfaction of the Paying Agent that such Taxes either have been paid or are not payable. Any holder of non-certificated Shares represented by book-entry (“Book-Entry Shares”) shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive. In lieu thereof, each registered holder of one (1) or more Book-Entry Shares shall automatically upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other evidence, if any, as the Paying Agent may reasonably require), be entitled to receive, and the Surviving Corporation shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after the Effective Time (and in any case event, within five three (53) Business Days after the Effective Timethereafter), First Majestic shall cause the Exchange Agent to mail to Merger Consideration payable for each holder of record of a valid certificate previously representing any shares of Gatos Common Stock outstanding immediately prior to the Effective Time (a “Gatos Stock Certificate”) or shares of Gatos Common Stock outstanding immediately prior to the Effective Time represented by book entry (“Book such Book-Entry Shares”) whose shares of Gatos Common Stock were converted into the right to receive the applicable Merger Consideration: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Gatos Stock Certificates shall pass, only upon proper delivery Share. Payment of the Gatos Stock Certificates to the Exchange Agent and which shall otherwise be in customary form (including customary provisions Merger Consideration with respect to delivery of an “agent’s message” with respect to Book Book-Entry Shares)); and (ii) instructions for use in effecting the surrender of the Gatos Stock Certificates, or in the case of Book Entry Shares, the surrender of such shares, in exchange for payment of the applicable Merger Consideration. Each holder of record of a Gatos Stock Certificate or Book Entry Share shall, upon surrender to the Exchange Agent of such Gatos Stock Certificate or Book Entry Share, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent pursuant to such instructions, be entitled to receive in exchange therefor the Merger Consideration which the number of shares of Gatos Common Stock previously represented by such Gatos Stock Certificate or Book Entry Share shall have been converted into the right to receive pursuant to Section 2.01, and the Gatos Stock Certificate or Book Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of Gatos Common Stock which is not registered in the transfer records of Gatos, payment of the applicable Merger Consideration may Shares will only be made to a Person other than the Person in whose name the Gatos Stock Certificate so surrendered is registered if such Gatos Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of such Gatos Stock Certificate or establish to the reasonable satisfaction of First Majestic that such Tax has been paid or is not applicableBook-Entry Shares are registered. Until surrendered as contemplated by this Section 2.02(b)hereby, each Gatos Stock Certificate and each Book or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. No interest shall be paid or will accrue on any cash payable to holders of Gatos Stock Certificates or Book Entry Shares pursuant to the provisions of Consideration as contemplated by this Article II or otherwiseAgreement.

Procedures for Surrender. As soon as reasonably practicable after the Effective Time (Time, Parent shall, and in any case within five (5) Business Days after shall cause the Effective Time)Surviving Company to, First Majestic shall cause the Exchange Agent to mail to each holder of record of a valid certificate previously representing any shares Certificate or Book-Entry Share as of Gatos Common Stock outstanding immediately prior to the Effective Time (a “Gatos Stock Certificate”) or shares of Gatos Common Stock outstanding immediately prior and whose Company Shares were exchanged pursuant to the Effective Time represented by book entry (“Book Entry Shares”) whose shares of Gatos Common Stock were converted Section 2.1 into the right to receive the applicable Per Share Merger Consideration: Consideration (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Gatos Stock Certificates Certificate shall pass, only upon proper delivery of the Gatos Stock Certificates Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share, as applicable, to the Exchange Agent and which shall otherwise be in such customary form (including customary provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)); as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Gatos Stock Certificates, Certificate (or affidavit of loss in the case of Book lieu thereof as provided in Section 2.2(e)) or Book-Entry Shares, the surrender of such shares, Share in exchange for payment of the Per Share Merger Consideration pursuant to Section 2.1, and (iii) a declaration and/or Valid Tax Certificate (or such other forms as are required under any applicable Merger Consideration. Each holder of record Tax Law) in which the beneficial owner of a Gatos Stock Certificate Company Share provides certain information necessary for Parent or Book Entry Share shallthe Exchange Agent or the Information Agent, as applicable, to determine whether any amounts need to be withheld from the consideration payable to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, the Code, or any provision of applicable Law). Subject to the Withholding Tax Ruling, upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent of such Gatos Stock Certificate or Book Entry ShareAgent, together with such letter of transmittaltransmittal and declaration for Tax withholding purposes and/or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), in each case, duly executedcompleted and validly executed in accordance with the respective instructions thereto, and such other documents as may reasonably be required by Parent shall pay or cause the Exchange Agent pursuant to pay to the holder of such instructions, be entitled to receive Certificate or Book-Entry Share in exchange therefor the applicable Per Share Merger Consideration which pursuant to the number provisions of shares of Gatos Common Stock previously this Article II for each Company Share formerly represented by such Gatos Stock Certificate or Book Book-Entry Share, promptly (subject to the delay of up to three hundred sixty-five days contemplated by Section 2.4) following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share shall have been converted into the right to receive pursuant to Section 2.01and Valid Tax Certificate, and the Gatos Stock Certificate (or Book affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be canceledforthwith cancelled. In The Exchange Agent shall accept such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share upon compliance with such reasonable terms and conditions as the event of a transfer of ownership of Gatos Common Stock which is not registered Exchange Agent may impose to effect an orderly exchange thereof in the transfer records of Gatos, accordance with normal exchange practices. If payment of the applicable Per Share Merger Consideration may is to be made to a Person other than the Person in whose name the Gatos Stock surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered is registered if such Gatos Stock Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and (B) the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the applicable Per Share Merger Consideration to a Person other than the registered holder of such Gatos Stock the Certificate surrendered or establish shall have established to the reasonable satisfaction of First Majestic the Surviving Company that such Tax either has been paid or is not applicablerequired to be paid. Payment of the applicable Per Share Merger Consideration with respect to a Book-Entry Share shall only be made to the Person in whose name such Book-Entry Share is registered. Until surrendered as contemplated by this Section 2.02(b)2.2, each Gatos Stock Certificate and each Book Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration. No interest shall be paid or will accrue on any cash payable to holders of Gatos Stock Certificates or Book Entry Shares pursuant to the provisions of Consideration as contemplated by this Article II or otherwiseII, without interest thereon.

Procedures for Surrender. As soon promptly as reasonably practicable after the Effective Time (and in any case within five (5) Business Days after the Effective Time), First Majestic shall Parent will cause the Exchange Paying Agent to mail to each holder of record of a valid certificate previously representing any shares of Gatos Common Stock outstanding immediately prior to or certificates that represented Shares (the Effective Time (a “Gatos Stock CertificateCertificates”) or shares of Gatos Common Stock outstanding immediately prior to the Effective Time non-certificated Shares represented by book book-entry (“Book Book-Entry Shares”) whose shares of Gatos Common Stock ), in each case, which Shares were converted into the right to receive the applicable Merger ConsiderationConsideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal (transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Gatos Stock Certificates shall will pass, only upon proper delivery of the Gatos Stock Certificates to the Exchange Agent Paying Agent, and which shall will otherwise be in customary such form (including customary and have such other provisions with respect to delivery of an “agent’s message” with respect to Book Entry Shares)); as Parent or the Paying Agent may reasonably specify and (ii) instructions for use in effecting the surrender of the Gatos Stock Certificates, Certificates or in the case of Book Book-Entry Shares, the surrender of such shares, Shares in exchange for payment of the applicable Merger Consideration. Each holder Upon surrender of record Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a Gatos Stock Certificate or Book Entry Share shall, upon surrender to the Exchange Agent of such Gatos Stock Certificate or Book Entry Share, together with such letter of transmittal, duly executedexecuted and in proper form, and such other documents as may reasonably be required by the Exchange Agent pursuant with respect to such instructionsCertificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares will be entitled to receive in exchange therefor the Merger Consideration which the number of shares of Gatos Common Stock previously for each Share formerly represented by such Gatos Stock Certificate or Book Certificates and for each Book-Entry Share shall Share. Any Certificates and Book-Entry Shares so surrendered will forthwith be cancelled. All cash paid upon the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been converted into the right paid in full satisfaction of all rights pertaining to receive pursuant to Section 2.01, and the Gatos Stock Certificate Shares formerly represented by such Certificates or Book Book-Entry Share so surrendered shall be canceledShares. In the event of a transfer of ownership of Gatos Common Stock which is not registered in the transfer records of Gatos, If payment of the applicable Merger Consideration may is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of payment that the Gatos Stock Certificate so surrendered is registered if such Gatos Stock Certificate shall will be properly endorsed or will be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay will have paid any transfer or other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of such Gatos Stock the Certificate so surrendered or establish will have established to the reasonable satisfaction of First Majestic the Paying Agent that such Tax has Taxes either have been paid or is are not applicablepayable. Any other transfer or similar Taxes incurred in connection with the transactions contemplated by this Agreement will be paid by the Person required to make such payment by applicable Law. Payment of the Merger Consideration with respect to Book-Entry Shares will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.02(b)hereby, each Gatos Stock Certificate and each Book or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. No Consideration in cash as contemplated by this Agreement, without any interest shall be paid or will accrue on any cash payable to holders of Gatos Stock Certificates or Book Entry Shares pursuant to the provisions of this Article II or otherwiseaccruing thereon.