Extract to table

In particular, under Rule 14e-1(a) under the Exchange Act, the Offer must remain open for at least twenty (20) business days from the date the Offer is first published, sent, or given to stockholders

In the case of an extension of the Offer, such announcement shall be issued no later than 9:00 a

The term "Agent's Message" means a message transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Torchlight may enforce such agreement against such participant

However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at DTC, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in lieu of a Letter of Transmittal, and any other required documents, must in any case be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described in Section 3

3 Guaranteed Delivery Stockholders who wish to tender their Shares pursuant to the Offer but whose Share Certificates are not immediately available, or who cannot deliver all required documents to the Depositary prior to the Expiration Date, or who cannot complete the procedures for book-entry transfer on a timely basis, may nevertheless tender their Shares by following the guaranteed delivery procedures set forth below: (a) Such tender must be made by or through an Eligible Institution (as defined in Section 3

Holder must determine gain or loss separately for each block of Shares tendered