DROOMS ADMINISTRATION / DEAL MANAGER USER GUIDE.

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DROOMS ADMINISTRATION / DEAL MANAGER

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DROOMS ADMINISTRATION / DEAL MANAGER

USER GUIDE

Dear User,

Welcome to the Administration of your virtual data room in Drooms.

Whether simply reviewing documentation, sending queries during the due diligence process or administering a data room yourself, Drooms is the software of your choice.

This user guide focuses on the administration of Drooms by Deal Managers with full administrative rights within their data room projects. Various administrative features will be explained – ranging from adding new users to the management of documents within the VDR.

The data room itself, Content Administrators, and various Q&A roles are covered in their own respective user guides.

To benefit from all the features which Drooms provides, please review this guide thoroughly. You may also contact our technical support with any further questions:

[email protected]

Kind regards,

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CONTENT

1 GETTING STARTED ... 4

2 BASIC DATA ROOM ADMINISTRATION ... 5

2.1 BASICS ... 6

 Review Basic Information ... 7

 Edit Data Room Status ... 8

 Edit Data Room Settings ... 9

 Upload/Remove Terms & Conditions of Use ... 10

 Avoid Administrative Conflicts ... 11

2.2 INDEX AND DOCUMENTS ...12

 Import Files/Folders ... 13

 Index Control Panel ... 15

 Add Index Points ... 17

 Edit Index Points and Update Documents... 18

 Delete Index Points & Documents ... 19

 Renumbering Index Points ... 20

 Copy Index Points ... 21

 Move Index Points ... 22

 Upload Documents ... 23

 Copy Documents ... 24

 Move Documents ... 25

 Set/Unset Reference Points ... 26

 Set Permissions ... 27

 Export Index ... 28

 Set Up and Edit Alerts (Legacy Option) ... 29

2.3 USERS, GROUPS AND PERMISSIONS ...30

 Group Control Panel ... 31

 Add/Edit Group ... 33

 Permissions Control Panel ... 34

 Export Permissions ... 37

 User Control Panel... 38

 Add/Edit User ... 39

 Deal Manager Control Panel ... 41

 Add/Edit Deal Manager ... 42

 Send Invitations ... 43

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3.2 CONTENT ADMINISTRATORS AND STAGING AREAS ...54

 Task Team Administration ... 55

 Add/Edit Task Teams ... 56

 Allocate Users to Task Teams ... 57

 Review, Edit and Approve or Reject Staging Areas ... 59

4 REPORTS ...61  Statistics ... 62  History / Index ... 63  History / Permissions ... 64  History / Users ... 65  Sent Messages ... 66  Conversion ... 67

 Updates & Changes Report ... 68

 Document Reports ... 69

 Background Tasks ... 70

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1 GETTING STARTED

REGISTRATION, DOWNLOAD & SETUP

1. Upon first-time invitation to a Drooms data room you will receive an e-mail with a link to the user registration.

2. Follow the link and set up a personal password. Your password must be 8-20 characters and contain at least one uppercase letter, one lowercase letter, one number and one special character (e.g. ! # % “ + ? @).

3. Check your user data and fill out the required fields.

4. Please accept the terms & conditions. You may save these as a PDF file by clicking on the button “Download”.

5. Please download the version of Drooms for your operational system (Windows/Mac).

6. Open the setup file and follow the prompts on screen. Once the setup is finished, Drooms will place an icon on your desktop.

! Administrators also need to set up a telephone password.

! Drooms may be redownloaded at any time: https://drooms.drooms.com

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FIRST-TIME USE

1. Start Drooms. Select your preferred language on the upper right side, if necessary.

2. Log in with your e-mail address and your password.

3. In Drooms you may access the following tabs:

 The HOME tab features an overview of all the projects you have access to. It is opened with each start of Drooms.

 The DATAROOM tab (see user guide Drooms Data Room) is opened by default, once a project is selected. It is the project’s central work space and used to look up the index and documents.

 The Q&A tab (see user guide Drooms Q&A) allows access to the Q&A, if this feature is set up for your project.

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2 BASIC DATA ROOM ADMINISTRATION

This section covers administrative basics, which are relevant for every VDR project in Drooms. They can be grouped in three topics:

2.1 General Issues:

Section 2.1 focuses on basic features of the data room administration.

2.2 Index and Documents:

Section 2.2 explains the administration of documents and the data room’s index. You will learn how to set up an index and how to upload files into the data room.

2.3 Users, Groups and Permissions:

Section 2.3 explains the administration of users and groups. You will learn how to add users, how to manage their group membership and how to set up permissions.

! Section 3 focuses on advanced administrative features, which can also be used to update the data room’s index.

! Section 4 covers the report features of Drooms. Reports allow you to review the use of your project, as well as actions by users and administrators.

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2.1 BASICS

The following pages cover basic features of Drooms. You will find the following sections:

 Review Basic Information

Look up basic project and VDR settings and statistics. You may review the number of pages, groups and users, for example.

 Edit Data Room Status

Use the VDR status to manage the access to your data room.

 Edit Data Room Settings

Adjust certain default settings which affect the creation of new groups.

 Upload/Remove Terms & Conditions of Use

Upload project-specific terms of use, which have to be accepted by every user upon project access.

 Avoid Administrative Conflicts

Look up other administrators who are online and watch out for jobs running in the background when administering your project.

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Review Basic Information

Select the navigation menu item Project → Snapshot → Project Snapshot or

Project → Snapshot → Data Room Snapshot to view basic information about your project

and the VDR. The project snapshot is opened by default when you open the ADMINISTRATION tab in Drooms.

− The Project Snapshot displays the project status (active) and the data room status (admins only/sell-side only/all users – see Edit Data Room Status).

Below you will find the project type (transaction/permanent/demo) as well as the creation and expiration date. On the right side you can find the contact details of your project manager and deal mangers.

− The spreadsheet Droomsdigital configuration displays technical aspects of the data room: Project name, data storage location, password expiration (if passwords have to be changed in certain intervals), authentication level (1 factor/2 factor with PIN), IP filter status (enabled/disabled) and SFTP status (enabled/disabled)

− The Data Room Snapshot (not pictured) displays the dates of data room status changes, data room backup functionalities (enabled/disabled), OCR (enabled/disabled) and print cover page status (enabled/disabled). Additionally, some basic figures will be displayed:

− the number of expected pages

− the number of current pages

− the number of invoiced pages to be billed

− the number of uploaded documents

− the number of groups

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Edit Data Room Status

Select the menu item Project → Snapshot → Project Snapshot or

Project → Snapshot → Data Room Snapshot to edit the data room status.

Both menu items feature a drop-down menu which allows you to change the data room status. The status regulates which user groups will have overall access to the VDR, independently from any specific user permissions. The following status changes are available:

− admins only:

The data room (index, documents, permissions, groups and users) needs to be set up by the client/Drooms. At first, only users with administrative rights have access to the VDR, as long as the status is set to “admins only”.

− sell-side only:

In the next stage, the VDR may be assessed regarding its content and legal aspects (“vendor diligence assessment”). Only sell-side user may access the data room, as long as the status is set to “sell-side only”.

− all users:

Once the VDR is set up and ready, its status may be set to “all users”. Users of all groups, including the buy-side, may access the data room at this stage.

− Drooms only (not available for Deal Managers):

Once a projects ends after its contracted runtime or the completion of a successful transaction, the status is set to “Drooms only”. Until the VDR is eventually deleted, only Drooms staff members may access the project at this stage.

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Edit Data Room Settings

Select the menu item Project → Project Configuration → Data Room Configuration to edit some basic data room settings, which mostly affect the creation of new groups.

General Settings

− At Expected pages the contractually agreed upon numer of pages is displayed. This numer should only be changed in consultation with Drooms.

− At Language for invitations you can set the languages in which data room invitations will be send to new users.

Group Default Settings:

− Check the box at Print cover page to include a cover page with every printout by default.

− At Metadata, Data Sheets and Events you can see whether or not new groups can access these features by default. In order to work with either of those features, it has to be enabled for your project.

− At Watermark you can set a default watermark which appears in the online document display within the DATA ROOM tab, as well as on printed documents.

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Upload/Remove Terms & Conditions of Use

Select the menu item Documents → Terms & Conditions of Use to upload project-specific terms of use. These terms of use have to be accepted by all users upon each project access.

− Click on Browse to select the respective document. Click on Upload to upload it and have it converted for online display. The document will be displayed before each project access.

− To update the uploaded terms & conditions, simply upload a new file.

− To remove the terms & conditions and grant all invited users direct access to your VDR, simply click on Delete.

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Avoid Administrative Conflicts

It should be avoided that too many administrators work on a project at the same time. Select the menu item Users → Administrators Online to check who else is online at the moment. The provided information may help you to avoid administrative conflicts and to contact fellow administrators, if necessary. Displayed are all project managers, Deal Managers and Content Administrators who are currently online.

Running Jobs

Please note the status bar running jobs/jobs in progress which you can find throughout the administration area:

This status bar displays the number of ongoing actions (“jobs”) within the data room. Additionally you can see the number of jobs that have been finished within the last 15 minutes. Click on Details to display additional information on any of those jobs.

This overview can be directly accessed via the menu item Reports → Background Tasks.

! It is recommended to start new administrative actions only, once all background jobs have finished.

DROOMS DOES NOT HAVE AN UNDO COMMAND!

Please also note: Some administrative actions feature a test mode or require explicit approval. However, most actions as Deal Manager immediately affect the VDR and cannot be automatically undone.

Therefore all actions should be carefully planned and executed! All content which is accidentally deleted, must be manually uploaded again.

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2.2 INDEX AND DOCUMENTS

On the following pages you will find explanations on how to upload and manage your data room’s content.

 Import Files/Folders

Import documents/folders from your computer to one index point.

 Index Control Panel

Use the Index Control Panel to edit and update the VDR index and its documents.

 Add Index Points and Documents

Add index points and upload documents.

 Edit Index Points

Edit an index point’s settings, description and uploaded document.

 Delete Index Points and/or Documents

Remove index points and documents from the VDR.

 Renumber Index Points

Create or close gaps in the consecutive numbering of index points.

 Move and Copy Index Points

Rearrange index points and attached documents within the VDR.

 Move and Copy Documents

Rearrange documents within the VDR.

 Set/Unset Reference Points

Add or remove reference points, which may help you to distinguish identically named index points.

 Set Permissions

Set VDR permissions of user groups with respect to index points and their documents. This feature is complimentary to user group permissions (see Section 2.3).

 Export Index

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Import Files/Folders

Select the menu item Documents → Import Files/Folders to upload prepared folders and documents from your computer into the VDR. These documents/folders will be added to one parent index point.

− A parent index point needs to be selected. All files and folders will be added to this index point, starting with the first index number that is not taken.

− At sub index point, you may change the start index number that your files will be added with. This only affects the lowest index level and can only be set to an unused index number.

− The setting at Index presentation affects how your index points will be displayed within the data room. At “1”, all index numbers will be displayed (e.g. “1.2. Description”). At “2”, the first index number will be ignored (e.g. “2 Description”). The setting “ignore index point” will hide the numbering completely, leaving only the index description to be displayed (e.g. “Description”).

− At Permissions, choose between the options ‘without permissions (index point not visible)’ and ‘apply permissions of parent index point’.

! If you select the option ‘without permissions’, the new index point will be added but cannot be viewed by users, until other permissions are set.

! If you select the option ‘apply permissions’, the existing permissions setting of the parent index point will be applied to the newly added index point.

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− To remove files/folders again, select them and click on the trash can icon in the lower left.

− To upload all the listed documents, click on the green arrow icon.

The index copy will be instantly updated and files will be uploaded and converted for online display, once the index copy is merged with the actual VDR. Folders will be inserted as parent index points, their content as sub index points. All files will be automatically indexed and numbered.

Please note the technical parameters for importing files and folders: − Folders precede files.

− Items are sorted by numbers, then characters and finally special characters.

− Single files have a minimum size of 1 KB and may not exceed 600 MB.

− Only PDF (.pdf), Excel (.xls, .xlsx), Word (.doc, .docx), PowerPoint (.ppt, .pptx), Text (.txt), Tiff (.tif, .tiff) or JPEG (.jpg, .jpeg) files will be converted for online display. All other file types may also be uploaded, but can only be provided as downloads for authorized users.

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Index Control Panel

Select the menu item Documents → Index Control Panel to add, edit, move, copy, delete or renumber index points and their documents, or to set them as reference points.

The status bar Running Jobs displays currently running or recently finished jobs within the VDR. Please take note of running jobs to avoid administrative conflicts.

Below, an index overview is displayed. The columns indicate, whether an index point is set as reference point, which type of document is attached to it, how many pages the respective document has and at what time it was added.

Open Sub Index Points

To open sub index points, click on the file icon next to the index point.

You can also open and close sub index points with the help of the context menu (Expand/Collapse selected). In order to do so, point and click your cursor on an index point which contains sub index points.

! Open sub index points as needed before selecting and editing them. If you try to open a sub index point after your initial selection, all items will be deselected and you need to select them again.

Index Overview

An overview of your VDR’s index.

Click on the folder icon to open sub index points.

If an index point contains a document, you can download it by clicking on the file icon.

Jobs in Progress

Jobs (actions) running in the background will be displayed in this status bar.

Quick Help

Click to view basic information on how to use the index control panel.

Selected Index Point

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Select index points

You can select one index point by clicking on it with the mouse. You can select an entire range of index points: Click on the first index point, hold the Shift key and then click on the last index point.

You can select multiple different index points: Hold the CTRL key (Windows) or the CMD key (Mac) and select the index points one by one.

! Depending on your selection of index points, available options will differ in the various context menus. Please note that your settings apply to all selected index points.

! Sub index points are not automatically selected with their parent index points.

Context Menus

To open the context menu, click on an index point with the right mouse button (Windows) or hold the CTRL key and click on an index point (Mac).

Within the context menu you can choose between the menu items Index point and Document to access various editing options.

 Index point

− Add index point – Add index points and documents

− Edit index point – Edit index points

− Delete index point – Delete index points and documents

− Renumber from here – Renumber index points − Copy index point – Copy index points within the VDR − Move index point – Move index points within the VDR − Reference point – Set/remove reference points

− Set permissions – Set permissions for individual index points

 Document

− Upload document – Upload a document to an index point − Copy document – Copy documents within the VDR − Move document – Move documents within the VDR

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Add Index Points

1. Select one or multiple index points.

2. Open the context menu and select the menu item Index point → Add index point to open the editing window of the same name.

3. You can edit the index number within the preview in the upper half of the screen. By default, the number is set to the first free index number.

4. At Description, enter the name of your index point.

5. At Permissions, select whether the new index point will be added without permissions or whether permissions of the parent index point will be applied.

! If you select the option ‘without permissions’, the new index point will be added but cannot be viewed by users until other permissions are set by Deal Managers.

6. At Document, you can select a document to add it to the index point.

7. At Index presentation, set how the index number will be displayed. For example, with the setting “2”, the first index digit will be ignored (e.g., “2.1 Document” instead of “1.2.1 Document”). If you choose “ignore index point”, no index number will be displayed at all (e.g. “Document”).

8. Click on Submit to apply your settings.

Remove Click this button to remove an index point from the selection. Preview

You can preview changes and edit the index number. Settings - Description - Permissions - Document - Index Presentation Cancel/Submit

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Edit Index Points and Update Documents

2. Open the context menu and select the menu item Index point → Edit index point to open the editing window of the same name.

3. The index point you are editing is displayed in the upper half of the screen.

! When editing multiple index points, you have to activate each available option manually by checking the box next to the respective element (not displayed). Please note, that the settings will be applied to all selected index points.

5. At Document, you can select a document to add it to the index point

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Remove Click this button to remove an index point from the selection. Preview Settings - Description - Document - Index presentation Cancel/Submit

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Delete Index Points & Documents

! Deleting index points and/or documents cannot be undone! All content which is accidentally lost, must be manually reuploaded into the VDR.

Delete Index Points

2. Open the context menu and select the menu item Index point → Delete index point.

3. A new window pops up, which allows you to review your index point selection.

4. Please also note any Hints which may appear regarding your selection. E.g., you might be notified that selected index points hold documents or sub index points. Hover your mouse over a hint to read a more detailed description.

Delete Documents

1. Select one or multiple index points which hold documents you want to delete.

2. Open the context menu and select the menu item Document → Delete document.

3. A new window will pop up, which allows you to review your selection. Also note any hints which may appear.

4. Click on Submit to delete the document.

Remove Click this button to remove an index point from the selection.

Cancel/Submit Hints

Hover your mouse over a notification to read a detailed description. Preview

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Renumbering Index Points

Use this feature to close or create gaps in the index numbering of your data room. Gaps may result from deleting or moving index points. It can also be useful to leave gaps, if additional index points are to be added in the future.

1. Select an index point from which you wish to start your renumbering.

2. Open the context menu and select the menu item Index point → Renumber from here to open the editing window of the same name.

3. In the upper half of the window the selected and all subsequent index points are displayed. All renumbering settings are previewed here.

4. At Start Renumbering at index point, select the index number of the first index point.

5. At Renumber in intervals of, set an interval for the renumbering process. The default setting is “1”, which results in consecutive numbering.

6. Check the box at Apply to sub-index points to apply the interval setting to sub-index points.

7. Click on Submit to start the renumbering.

Preview Settings - Start renumbering - Interval - Sub-index points Cancel/Submit

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Copy Index Points

2. Open the context menu and select the menu item Index point → Copy index point to open the editing window of the same name.

! When copying multiple index points, the copies will be inserted consecutively.

3. Select a destination for your copy and click on Next in the lower half of the screen. ! You may select multiple destinations. Copies will be added to all destinations with the same settings.

4. Pick a copy action: Choose above or below to add the copy directly before or after the selected destination. Choose as subitem to add the copy as a sub index point. Click on Next to continue.

5. A new window will pop up, which allows you to set permissions for your index copy. The copy can retain permissions of the source index point, take over permissions of the new parent index point or it can be added without any permissions (making it invisible until other permissions are applied).

6. Click on Submit to copy the index point.

Instructions Follow the instructions on screen.

Index point which will be copied Copy Destination

Next Confirm each step by clicking this button.

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Move Index Points

2. Open the context menu and select the menu item Index point → Move index point to open the editing window of the same name.

! When moving multiple index points, they will be inserted consecutively at their new position.

3. Select a destination for your index point and click on Next in the lower half of the screen.

4. Pick a move action: Choose above or below to add the index point before or after the selected destination. Choose as subitem to add the copy as a sub index point. Click on Next to continue.

5. A new window will pop up, which allows you to set permissions for your index copy. The copy can retain permissions of the source index point, take over permissions of the new parent index point or it can be added without any permissions (making it invisible until other permissions are applied).

6. Click on Submit to move the index point.

Instructions Follow the instructions on screen

Index point

which will be moved Move Destination

Next Confirm each step by clicking this button.

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Upload Documents

2. Open the context menu and select the menu item Document → Upload documents to open the editing window of the same name.

3. The index point you are editing is previewed in the upper half of the screen.

! When editing multiple index points, only the option Document is activated by default. If you want to edit other options, you have to activate them by selecting the check box next to the respective element. Please note, that settings will be applied to all selected index points.

5. At Document, you can select a document to add it to the index point

.

! Common office files (e.g., Word, Excel, PDF, JPG, PNG) will be converted to be viewable within the DATA ROOM tab. All other files (e.g., .zip files) can be downloaded if the user has been granted save permissions for the respective index point. The file conversion starts once you click on Submit and may take a while, depending on the file’s size.

Remove Click this button to remove an index point from the selection. Preview Settings - Description - Document - Index presentation Cancel/Submit

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Copy Documents

1. Select an index point, which contains an attached document that you intend to copy.

2. Open the context menu and select the menu item Document → Copy document to open the editing window of the same name.

3. Select a destination for your document and click on Summary in the lower half of the screen.

4. A new window will pop up, which allows you to review the chosen action. You will also be notified, if an existing document at the destination will be replaced.

5. Click on Submit to copy the document.

Document

which will be copied

Copy Destination

Summary Click this button to review and confirm your selection.

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Move Documents

1. Select an index point, which contains an attached document that you intend to copy.

2. Open the context menu and select the menu item Document → Move document to open the editing window of the same name.

3. Select a destination for your document and click on Summary in the lower half of the screen.

4. A new window will pop up, which allows you to review the chosen action. You will also be notified, if an existing document at the destination will be replaced.

5. Click on Submit to copy the document.

Document

which will be moved

Move Destination

Summary Click this button to review and confirm your selection.

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Set/Unset Reference Points

Reference points may help to distinguish index points with identical index descriptions (i.e. when the index presentation is set to „ignore index point“). This is especially helpful when using the reports feature of Drooms, in which it is otherwise difficult to distinguish index points with identical names.

! A reference point only refers to sub index points of the selected index point (e.g., if you set 1.2 as reference point, it will be shown as a reference for index points 1.2.1, 1.2.2, 1.2.3, etc). If you wish to set a reference point for index point 1.2 instead, you need to select its parent index point (i.e. 1).

1. Select an index point you wish to set as reference point.

2. Open the context menu and select the menu item Index point → Reference point to open the editing window of the same name.

3. At Reference Point, select whether the index point will be set as reference point or whether you want to reset its reference point status (only available, if the index point has already been set as reference point).

Remove Click this button to remove an index point from the selection. Preview

Set/Unset Reference Point

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Set Permissions

2. Open the context menu and select the menu item Index point → Set permissions to open the editing window of the same name.

3. The index point you are editing is displayed in the upper half of the screen.

4. At Sub-index point permissions, you can adjust the permissions settings for all sub index points, if the selected index point contains any. You can apply permissions to all sub index points and set afterwards, whether higher permissions and/or invisible sub index points are to be retained.

5. At Set permissions for, you can set permissions individually for each user group. The following permissions are available:

− none: The index point is not visible in the VDR.

− view: The index point is visible in the VDR.

− view + print: The Index point is visible and can be printed in the VDR.

− view + print + save: The index point is visible, can be printed and can be saved.

Remove Click this button to remove an index point from the selection. Cancel/Submit Preview Sub-index point permissions Set permissions Select groups and permissions.

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Export Index

Select the menu item Documents → Export Index to download the VDR index as an Excel (.xls) file. This file may be opened with a suitable program (e.g. Microsoft Office Excel).

− At Group, select the group whose view settings you wish to export. To export the entire index, select “total view”.

− If you check the option with last document actions, the date at which the document was created or last updated will be exported as well.

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Set Up and Edit Alerts (Legacy Option)

With Alerts, users can easily stay informed about changes to documents and index points they have access to. Users can also choose to receive regular e-mail notifications about changes to specified index points.

Please note: By default, alerts will be produced for any edit which results in changes to the

data room. Deal Managers of projects created before 01/29/2014 have the option to manually decide, which changes will be included in reports and alerts. For all newer projects this option was removed.

SET UP ALERTS WHILE EDITING YOUR PROJECT

− If your project features the option to change alerts, you can find it in various menu items throughout the administration area. Most notably, the option appears at the bottom of the editing windows found in the Index Control Panel.

− Alerts are always set to yes by default. It is recommended to leave this option as is, in order to avoid confusion for users who expect to be informed about changes.

EDIT ALERTS RETROACTIVELY

− If you are a Deal Manager of an older data room project, you have the option to retroactively edit, whether a specific change appears in reports and alerts. It is recommended to not use this feature.

− You can access this feature via the menu item Reports → Updates & Changes → Edit Alerts.

Alert

Will Users be informed, if this action leads to any changes?

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2.3 USERS, GROUPS AND PERMISSIONS

The following pages cover the administration of users and groups.

 Group Control Panel

Use the Group Control Panel to review, create and edit groups.

 Add/Edit Group

Create groups and edit them regarding their permissions settings.

 Permissions Control Panel

Use the Permissions Control Panel to set view, print and save permissions for each group.

 User Control Panel

Use the User Control Panel to review, add and edit users.

 Add/Edit User

Create users, assign them to groups or edit them individually.

 Deal Manager Control Panel

Use the Deal Manager Control Panel to review, create and edit Deal Managers.

 Add/Edit Deal Manager

Add and edit fellow Deal Managers to share administrative tasks.

 Send Invitations

Send out invitations once the VDR is ready to use.

 Send Message

Send messages to groups.

Please note:

Users always need to be assigned to a group, since permissions and access rights are bound to groups. The following workflow is recommended for user administration:

- Add groups and edit their settings. - Set the group’s permissions.

- Add users and assign them to groups. - Invite users to your project.

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Group Control Panel

Select the menu item Users → Group Control Panel to view, add and edit user groups.

By default, all existing groups are listed. You can use various filters above the user list to search for groups by name or to view specific groups (e.g., groups with a certain setup status, groups with/without VDR access or Sell-side/Buy-side groups).

− Click on Add group to directly add a new group (see Add/Edit Group).

The group overview contains the following information/options: − At Status, traffic lights indicate the group’s configuration status:

– Red: The group configuration seems to be incomplete, because neither users nor

permissions have been assigned to the group.

– Yellow: The group configuration seems to be incomplete, because either no users or no

permissions have been assigned to the group.

– Green: The group configuration seems to be complete, because at least one user has

been assigned to the group and permissions have been set.

− At Group, all groups are listed by name.

− If provided, a short comment on the group will be displayed in the respective column.

− At Data Room Access, a green check mark indicates that VDR access is currently granted to the group. All of its members can access the VDR, as long as they have not been blocked individually and the data room’s status allows this (see Section 2.1). A red X indicates that VDR access has been denied for this group. None of the group’s users may access the VDR, unless they have administrative rights.

Filters

Search for groups by name or view groups with specific settings. Group overview A list of all groups. You can directly edit group settings by clicking on the icons in the respective columns: - Review/Edit - Permissions - Users - Add User Add group

Click here to create a new group.

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− At Sell-side, a green check mark indicates that a group belongs to the sell-side. A red X indicates that a group belongs to the buy-side. Both, sell-side and buy-side users may access the VDR, as long as they have not been individually blocked, their group has been granted access to the data room and the data room’s status allows this.

− At Review/Edit, click on the wrench icon to edit the group’s settings.

− At Permissions, click on the icons to directly manage the group’s permissions (see

Permissions Control Panel).

− At No. of Users, the number of users assigned to a group is shown.

− At Users, click on the icon to directly edit users (see User Control Panel).

− At Add User, click on the icon to directly add users (see Add/Edit User).

! Please note: By default, the group “Full Access” will always exist within any newly created data room. This group’s permissions are always set to view + print + save and cannot be changed. This group is intended for Deal Managers who always need to have access to the entire data room.

As a Deal Manager, you may assign yourself to any group (see Edit User). Note, however, that the VDR in the DATA ROOM tab will only be displayed according to the view permissions of your assigned group. The Import Files/Folders feature (see 2.2 Import Files/Folders) relies on the VDR index display, so not all index points may be visible for you. In this case you may not be able to properly upload documents into the VDR.

It is recommended that you always remain in the group “Full Access”. To review the data room view with the settings of a certain group, use the Export to Excel feature (see 2.2 Export Index). Should you ever assign yourself to another group, do not forget to switch back to “Full Access” after you are finished.

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

Add/Edit Group

Select the menu item Users → Group Control Panel to add or edit a user group.

Click on the Add group button above the group listing or on the wrench icon in the column “Review/Edit”. This will open the Add group/Edit group window:

− At Group name, enter the name of the group.

− At Comments, you may add a comment to be displayed in the Group Control Panel.

− At VDR access, grant or block the general VDR access for the group and its users.

− At Sell-side, tick the box, if the group belongs to the sell-side (i.e. clients).

− At Q&A button, tick the box to grant members of this group access to the Q&A feature (if enabled for your project).

− At Watermark, edit the preset watermark. The watermark is displayed in the document display and on printed documents. Commonly, watermarks are provided as “Project [Project Name]”. If you delete the text, no watermark will be displayed in the VDR and on print-outs.

− At Print cover page, a ticked box indicates that all documents printed by members of this group will be printed with a cover page.

− At Clean print version, tick the box, if members of this group may print documents without headers and footers.

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

Permissions Control Panel

Select the menu item Documents → Permissions Control Panel to edit permissions.

Permissions allow you to control which user group has access to index points and documents within the VDR. Permissions are always set for an entire group.

The following permissions are available in Drooms:

– none: The index point is not visible for the selected group.

– view: The index point is visible for the selected group. Attached documents can be viewed

in the VDR (as long as a supported file type has been uploaded).

– view + print: Attached documents can also be printed. Depending on your group settings,

watermarks or headers/footers will appear on the printouts.

– view + print + save: Attached documents can also be downloaded by users. The files will

Index Overview An overview of the VDR’s index and set permissions.

Click on the folder icon to open sub index points.

Jobs in Progress

Jobs (actions) running in the background will be displayed in this status bar.

Quick Help

Click to view basic information on how to use the Permissions Control Panel.

Selected Index Point

Context Menu Group selection

Select for which group you want to set permissions.

Permissions Overview An overview of the set permissions. You can directly edit those by clicking on the icons. See section G. Adopt Permissions

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Context Menu: Quick permissions

1. Select one or multiple index points and open the context menu.

2. At Quick permissions you can pick between the above-mentioned permission settings.

3. Click on a permission to set it for the selected index point.

! In most cases, set permissions only apply to the selected index point and not automatically to sub index points. However, if you set a parent index point’s permissions to “none”, all sub index point permissions are removed as well. Also, if sub index points are set to (at least) “view”, the parent index point will be visible as well.

Index overview: Directly set permissions

1. You can set permissions for individual index points directly in the index overview. Double click on the desired permission within the permissions overview (the columns view, print and save).

2. The permission will be set/removed after the click.

! By removing permissions in the column View, the index point will become invisible for the group.

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Context Menu: Set permissions

2. Open the context menu and then select the menu item Set permissions to open the editing window of the same name.

3. A preview of your selection will be shown in the upper half of the window.

4. At Sub-index point permissions, you can adjust the permissions settings for all sub index points. You can apply permissions to all sub index points and set afterwards, whether higher permissions and/or invisible sub index points are to be retained.

! If the option “apply permissions” remains unmarked, all settings will only apply to the selected (and listed) index points.

5. At Also apply to, you can define an index point which will inherit the same permission settings. Check the box (“Click here for...”) to choose an index point.

6. At Permissions, you can choose between the above-mentioned permissions settings.

7. Click on Submit to apply the permissions.

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

Export Permissions

Select the menu item Documents → Export Permissions to download an overview over the permissions of the VDR’s groups.

1. Choose whether to select all groups or pick individual groups from the list.

2. Click on Export to Excel. A new window pops up from which you can download the overview as an .xls file.

3. The file contains the VDR’s index and an additional column for each selected group. Within a group’s columns you can see, whether users are permitted to view (v), view + print (v+p), view + print + save (v+p+s) the respective index point or have no permissions (-).

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

User Control Panel

Select the menu item Users → User Control Panel to review, add and edit users and to administer their individual access rights to the data room.

By default, all existing users are listed. You can use the filters above the user overview to search for users by name or e-mail address, or to view users with specific settings (i.e., Users with/without VDR access or users in a specific group). The filter Application can be used to show users who have access to features of Drooms (Data Room/Q&A/Administration). You can also export the entire user list as an .xls file by clicking on Export to Excel.

− To add a new user to the list, click on the Add user(s) button (see Add/Edit User).

The user overview contains the following information:

− At Last name, First name and E-mail address, the user’s contact details are displayed.

− At Access, a green check indicates that the user has been granted data room access (filter ‘Data Room’) or Q&A access (filter ‘Q&A’). A red cross indicates that the user has no access. Access is based on the respective group’s access rights (see Add/Edit Group) as well as those set for users (see Add/Edit User).

− At Invitation, a green check indicates that the user has been invited (see Send Invitations).

− At First Login, the user’s first login date is displayed.

− At Group, the user’s group membership is displayed.

Filters

Search for users by name/mail address or view users with specific settings.

User overview A list of all Users. Click on the icon in the column Review/Edit to edit a user’s settings.

Add user(s)

Click here to create a new user.

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

Add/Edit User

Select the menu item Users → User Control Panel to add/edit users.

Click on the Add user(s) button above the user listing or on the wrench icon in the column “Review/Edit”. This will open the Add user/Edit user window:

− At Group, select the group the user will be assigned to.

− At Select user list (only provided in the “Add user” entry mask), you may upload an Excel list in order to assign multiple users at once to the selected group. A template can be downloaded by clicking on the hyperlink “here”.

! If your file cannot be uploaded successfully, an error notification will appear. You will be informed about the flawed lines and, if possible, the cause of error. Correct the file and upload it again.

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− If your project is only accessible with a PIN (2 Factor authentication level), a valid cell phone number needs to be provided at Country Code and Cell Phone. Otherwise, users will not be able to access the project.

− First name, Telephone, Title, Company, Department and Job title are optional entries. − At Project access, the individual project access can be granted or blocked. To gain access to

the data room the user’s group needs to have access as well (see Add/Edit Group).

− Click on Apply to confirm your settings.

− While editing a user, the same settings and entry fields are provided. The entry mask also provides the following additional features:

− You will be informed when editing user, whose access to the data room is currently blocked.

− At Reset password, a user may be send an e-mail to set a new password. The user may also use the “Forgot password?” link in the login mask.

− At Unblock user, a user blocked by the system may be granted project access immediately. Users will be blocked by the system if they try to log in with a wrong password five times in a row. If not unblocked manually, the user has to wait 24 hours.

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

Deal Manager Control Panel

Select the menu item Users → Deal Manager Control Panel to review, add and edit Deal Managers. Create new Deal Managers to share administrative tasks within your data room.

− At Last name, First name, E-mail address, Telephone and Company, the user’s contact details are displayed.

− At Administration Access, a green check mark indicates that the user has been granted access to the ADMINISTRATION area. A red X indicates that the user has no access.

− At Review/Edit, click on the wrench icon to edit the Deal Manager.

− At Delete, click on the X icon to remove all administrative rights of the selected Deal Manager. The user still has access to the project itself, but cannot access the ADMINISTRATION tab anymore.

− Click on Add Deal Manager above the list to add a new Deal Manager to the list (see

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

Add/Edit Deal Manager

Select the menu item Users → Deal Manager Control Panel to add or edit a Deal Manager. Click on the Add Deal Manager button above the listing or on the wrench icon in the column “Review/Edit”. This will open the Add Deal Manager/Edit Deal Manager window:

Add an existing user as Deal Manager:

− At Select User, you may designate an existing user to become a Deal Manager.

− Tick the box at Administration Access, to grant the user administrative rights.

− Use Apply/Save & Add directly below the user selection to confirm this user.

Add a new user as deal manger:

− Select one of the available Groups. Enter the user’s last name and e-mail address. All other fields are optional.

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

Send Invitations

Select the menu item Users → Send Invitations to invite users to your project/Q&A.

The list will display those users who have not been invited to the project, yet. Users who are not displayed either have already been invited or they do not have sufficient access rights to the VDR. Check the individual or the group’s access rights, if you think a user is missing from the list.

Above the list you find options to filter the list. You may search for last names and e-mail addresses as well.

The list’s columns display the following information:

− At Last name, First name, E-mail address, and Group the user data is displayed.

− At System wide access, a green check indicates that the user has been granted access to Drooms. A red X indicates that the user has no access to the software – this can only be applied by Drooms project managers, though.

− At Data Room and/or Q&A, tick the respective check box to invite the user to the data room or the Q&A tool.

− If you want to invite all users to the data room and/or the Q&A, you may also just tick the check box at Select all Data Room users/Select all Q&A users.

− Click on Send invitation to send an e-mail invitation to all selected users.

! Please note: Sometimes users cannot receive or find an invitation e-mail (spam filter, deleted, etc.). Whatever the cause may be, all sent invitations can be reviewed and resend (see Section 4 Reports/Sent Messages).

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

Send Message

Select Users → Send Message to send a message to your users. Messages may be sent to the members of one or all groups.

− At To, mark the groups you wish to send a message to.

− At Subject, enter your message’s subject.

− Enter your Message. If the e-mail is supposed to begin with a personalized salutation, use the placeholder #NAME#, e.g.: “Dear Mr/Mrs. #NAME#,”.

− Click Browse to add an attachment to your message (up to 2 MB).

− Click Send to send the message.

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3 ADVANCED DATA ROOM ADMINISTRATION

This section covers advanced administrative features of Drooms.

− 3.1 Index Upload and File Allocation:

Section 3.1 focuses on advanced ways of setting up and editing a VDR index, as well as allocating files within the data room.

− 3.2 Content Administrators and Staging Areas:

Section 3.2 covers the administration of Task Teams and Content Administrators. These are administrators who can only edit the index and documents, and whose administrative access may be limited to certain sections of the VDR. Their changes may additionally be made subject to prior approval by the deal management.

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3.1 INDEX UPLOAD AND FILE ALLOCATION

The menu item “Import Files/Folders” allows you to easily upload files to the data room. These files are automatically set up within the data room and added to a parent index point. On the following pages you will learn about features that enable you to edit the index and upload files independently from each other.

 Upload Index

Use an Excel file to update the index.

 Import Indexed Files

Upload indexed files and review them.

 Allocate Indexed Files

Filter, edit and finally allocate uploaded indexed files.

These features are helpful in complex VDR projects which include large data sets that are not yet digitized. Organizing files like these on a local directory, and in the correct file structure, can be a tedious task. It is custom in such projects to set up and maintain the index as a continually evolving Excel file, which may be repeatedly uploaded into the data room.

File Allocation allows you to upload and allocate files that contain index information in their file name (i.e. an index point number). Files without matching index points may even be used to edit the index copy directly.

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

Upload Index

Select the menu item Documents → Upload Index or Documents → Batch → Index Changes to add and/or update multiple index points at once. To achieve this, you need to upload a structured Excel file.

− You can download an index template that contains the file structure required for successful upload. Click on the hyperlink here in the line “To download an index sample, please click here”.

− At File, click on Browse to select a file on your local directory.

! If you select the option ‘without permissions’, the new index point will be added but cannot be viewed by users, until other permissions have been set by Deal Managers.

− Click on Upload index file to import the selected Excel file containing the new/updated index points.

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To guarantee a successful upload, please also take note of the following:

– The index entry must be correctly structured (e.g., new index points can only be created, if the immediate parent index point already exists within the data room).

– For each unclearly assigned, already existing or otherwise flawed file entry, an error message will appear. These messages contain a detailed problem diagnosis. An Excel file upload is only possible, once all flaws have been corrected.

– Use the test feature to check your Excel file. Mark the option Testing and upload the file to obtain either an error report or to confirm the validity of your file. Afterwards you can actually upload the file and restructure the VDR.

– The upload will add and overwrite index points, but they will not be automatically deleted if no replacement is provided (e.g., if an index point with five sub index points is replaced by one with four index points, the remaining fifth sub index point must be deleted manually).

– If you wish to replace an entire index section, it is recommended to completely delete the existing index points and documents beforehand.

– The setup and editing of an index via this feature requires careful execution and planning. The index structure can be examined by inspecting an index file, but not the accuracy of the content.

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

Import Indexed Files

Select the menu item Documents → Batch → Files → Upload Files to upload indexed document files. Indexed files contain an index number and a description in their file name.

− Drag and drop the indexed document files onto to the upload window. The file names should start with the index point to which they are supposed to be allocated later on.

− To remove a file from the list, select it and click on the trash can icon in the lower left.

− Once all files are placed in the import window, click on the upload button.

Please note the technical parameters for importing files and folders:

− Single files have a minimum size of 1 b and may not exceed 600 MB.

− Only PDF (.pdf), Excel (.xls, .xlsx), Word (.doc, .docx), PowerPoint (.ppt, .pptx), Text (.txt), Tiff (.tif, .tiff) or JPEG (.jpg, .jpeg) files will be converted for data room display. All other file formats may also be uploaded, but can only be provided for download by authorized users.

− Only files are uploaded, not folders. Please take care not to use the same file names in different folders. System files will be ignored.

− If you successfully upload a document with a properly indexed file name, you will either create a new index point or replace an existing one.

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Once you have uploaded the files they can be reviewed and edited. Select the menu item

Documents → Batch → Files → Uploaded Files:

The uploaded files are listed by document name, file size, date of upload and name of the user who uploaded the document.

− Click on the wrench icon in the column Edit to edit the file’s name (e.g. you may add the index number, if it is still missing from the document name).

− Click on the X icon in the column Delete to remove a file. Click on Delete all above the list to remove all listed files.

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

Allocate Indexed Files

Select the menu item Documents → Batch → Files → File Allocation to allocate the uploaded files to their matching index points.

Before you can allocate your files, the following settings need to be adjusted:

! If you select the option ‘without permissions’, the new index point will be added but cannot be viewed by users, until other permissions have been set by Deal Managers.

− Check the box at Index description to replace existing index descriptions with the file name.

− At Index presentation you can adjust, which index level will be displayed in the index description of your index points.

− A variety of Filters can be applied on the list of files: - All documents

- Documents which would be allocated to existing, empty index points - Documents which would be allocated to newly created index points - Documents which would replace existing documents

- Documents which still have to be allocated correctly

- Documents which cannot be allocated properly due to errors

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− Click on Allocate to open the allocation window:

In the upper area of the allocation window you find a summary of the applied settings. Below you find information on how many documents can be allocated, how many index points will be created and how many documents cannot be allocated.

Below the grey boxes, an info box for each index point and/or document is shown. If the document cannot be allocated, the box is highlighted red. If the document can be allocated, the box is highlighted green. The box is highlighted orange if the documents can be allocated but attached documents cannot be converted for online display within the data room (the document will still be available for download by authorized users).

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− Click on Assign index (above the text entry field) to assign the respective document to a different index point. A popup will open, which allows you to select an index point.

− Remove the check mark at Include this document, if you do not wish to allocate this document anymore.

− Click on Allocate (below the info boxes), if all corrections have been made and the documents are ready to be allocated to the data room.

! Documents which are not allocated can be reviewed in the menu item Documents  Batch  Files  Uploaded Files. These files remain there, until they are allocated or deleted.

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3.2 CONTENT ADMINISTRATORS AND STAGING AREAS

The following pages cover the optional administration features Content Administration and

Staging Area.

These features allow you to delegate administrative work regarding the content of the VDR, i.e. the administration of the index and its content.

 Add/Edit Task Teams

Content Administrators work in Task Teams, which are permitted to work on specified sections of the VDR. Administrative rights of these users are limited to the index and documents. Content Administrators do not work directly on the index itself, but rather on Index Copies, which can be found in the staging area. Depending on their settings, the work of Task Teams may be subject to prior approval by Deal Managers.

 Allocate Users to Task Teams

Task Teams have to consist of one or more sell-side users. Each user who has been assigned to at least one Task Team will become a Content Administrator and gains limited access to the Administration area of the VDR.

 Set/Edit Task Team Authorisations

Content Administrators may only edit sections of the VDR they have been authorized to. Task Team authorizations may not overlap, i.e. only one Task Team can be authorized to edit a certain index point at a time.

 Review, Edit and Approve or Reject Staging Areas

The work of your Content Administrators may be subject to prior approval by Deal Managers. In this case, Task Teams cannot directly edit the VDR and all of their work will only affect the index copy until it is reviewed and approved.

The basic workflow of the Task Team administration:

1. Set up Task Teams and set their task authorizations.

2. Assign users to Task Teams.

3. Delegate the administrative work to Task Teams (internal sell-side communication).

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

Task Team Administration

Select the menu item Users → Content Administrators → Task Teams to add and edit Task Teams. All existing Task Teams will be listed.

− At Name, the Task Teams are listed by name.

− At Description, a short description of the Task Team is displayed.

− At Final Approval, a green check indicates that the work done by this Task Team will directly affect the VDR. A red cross indicates that the work is subject to prior approval by the deal management.

− At No. of Content Administrators, the number of Content Administrators is displayed.

− At Content Administrators, click on the icon to switch to the Allocation to Task Teams menu item, which allows you to add users to the selected Task Team.

− At Review/Edit, click on the wrench icon to open to the Edit Task Team window.

− At Authorisations, click on the respective icon to switch to the Task Authorisations menu item (see Set Task Team Authorizations).