Private Placement Memorandum Procedures for Online Delivery

private-placement-memo recommends these private placment memorandum procedures when setting up your virtual data room for successful online delivery of a PPM. We do still however recommend that you have these private placment memorandum procedures reviewed and approved by your legal/compliance department. Summary of Procedures

  1. Brand Your Group
  2. Keep Your Acknowledgement Page Text Current
  3. Customize your Folder Structure
  4. Upload your Documents and Data
  5. Add a private-placement-memo™ Login Frame to Your Website
  6. Set up General Information User(s) at Security Level 1
  7. Email General Information Username to Potential Qualified Investors
  8. Receive Requests for PPM Delivery from Interested Accredited Investors
  9. Create a Username(s) for PPM Delivery at Security Level 2
  10. Email PPM Delivery Username to Interested Accredited Investor
  11. Review and Save the "Files Clicked Report" to Confirm PPM Delivery
  12. Provide Access to Due Diligence Information (when appropriate)

Detailed Instructions for Private Placement Memorandum Procedures

The sections below contain instructions for each of these private placement memorandum procedures. Detailed information is available in the V-Rooms Administrative Guide. Please contact a member of our support team for your copy of our Administrative Guide.

A. Brand Your Group

The Branding features within private-placement-memo™ allow you to customize specific aspects of the private placement memoradum user interface screen in order to provide a look that is consistent with your company's brand. Branding is controlled from the Group Management Window. If you leave the branding fields blank, the private-placement-memo™ application will use our default text and colors. The Brand Name will be "private-placement-memo™ Virtual Data Rooms", the text will be white and the background color will be a dark blue.

B. Keep Your Acknowledgement Page Text Current

We have included a standard Accredited Investor Questionnaire in the Acknowledgement Page Text of your the private placememnt meorandum data room, but you should also verify this approach with your legal/compliance department. Otherwise, include a copy of the Accredited Investor Questionnaire in your General Information folder, to be printed, signed and faxed to the issuer before electronic delivery of the PPM.

C. Customize your Folder Structure

We have preloaded your data room with a standard folder structure for Announcements, General Information, PPM Delivery and Due Diligence Information which will display in the folder list. To create a new folder, make changes to an existing folder, or to delete a folder follow the instructions in the Administrative Guide.

D. Upload Documents

After your Room and Folder Structure are set, you are ready to begin uploading your documents to the data room. While Announcements can be set at varying security levels, we recommend, to follow correct private placement procedures, having the following three levels of security:

  1. General Information - Load documents to the General Information folder at security level 1.
    We recommend including documents like an Executive Summary, Business Plan, Company Video, PowerPoint Presentation and Accredited Investor Questionnaire in this folder. We’ve included placeholder sample documents in the General Information folder we’ve provided for you, so that you know where to place them, but you should use your documents. You should also update the Folder Description for the General Information folder to included any appropriate contact information and a fax number.
  2. Private Placement Memorandum - Load documents to the PPM Folder at security level 2.
    Upload PPM documents and supporting agreements/schedules as PDF files to use our security watermark feature (This feature allows an additional level of security by placing the users' login informaiton, ip address, the users actual name, data, and time. This is a failsafe that will allow you to track a user should he or she find a way to bypass his security level and print or take a screenshot of the inforation.)
  3. Due Diligence Information - Load documents to the Due Diligence Folder at security level 3.
    If you will have Institutional Investors or Investors that will require Due Diligence information, use this folder to preload this information. Upload the relevant Due Diligence documents as PDF files to use the watermark feature. Note: Files will sort alphanumerically. In order to control the sorting of your documents or announcements, simply append a number to the front of your file name.)

E. Add a private-placement-memo™ Login Frame to Your Website (optional)

Login access to a private placement memorandum Virtual Data Rooms can now be provided from your website. You can imbed a login frame into your website by including the HTML code shown in the Administrative Guide. This will insert a small box into your website (called an iframe) which will display login information to your online PPM.

F. Set up General Information User(s) at Security Level 1

The General Information User(s) will only have access to information in the General Information folder (i.e. - documents set at security level 1). This can be a generic username which can be given to multiple potential qualified investors or a specific username at security level 1.

G. Email General Information Username to Potential Qualified Investors

Send an email to the potential qualified investor(s) which includes a link to the site they need to go to for login, the username and password. Below is sample text for that email:

<Introductory paragraph or sentence> The following username and password will allow you to review confidential information in our secure Virtual Data Room. To gain access, please use the following url: www.dataroomlogin.com and enter the following login information:

Username: ________
Password: ________

Once you are inside the Private Placement Memorandum Virtual Room, merely "point and click" on the Folders and Files for the information that you would like to review. As you review the documents inside the PPM Virtual Data Room, you will notice that a "watermark" appears on the document, which may include your actual name, username, date and computer IP address. The contents of this Virtual Room are provided for you or your representative's use only.

Please do not distribute this confidential information. If you have any question concerning navigating within the Room, or questions relative to the information provided, please contact support.

Again, we appreciate your interest.

Sincerely,


Allow us to help simplify your PPM distributions.

H. Receive Requests for PPM Delivery from Interested Accredited Investors

After the interested investor prints, signs and faxes the Accredited Investor Questionnaire from the data room to the PPM Issuer, be sure to retain a hard copy for your files.

I. Create Usernames for PPM Delivery at Security Level 2.

If the request for a username for PPM delivery came from an investor that used a generic username, then issue a new "Numbered" Username to them based on the recommended steps below. If the request for a username for PPM delivery came from an investor who was initially issued a "Numbered" username, then you will simply need to change the security level from a 1 to a 2. Use the "Maintain an Existing Username" instructions in the Administrative Guide to update the security level.

If you are providing blocks of usernames to a Representative for them to assign to accredited investors, then issue them a block of "Numbered" Usernames that have been created using the recommended steps below.

Creation of a Numbered Username for PPM Delivery

  • User Name: We recommend that you number the PPMs for Delivery by numbering the usernames.
    Create usernames in sequential order using a prefix that represents the PPM and a suffix of at least 4 digits. Example - ABCPPM0001, ABCPPM0002, ABCPPM0003, ... ABCPPM0278, etc. Click on the "Save & Close" Button to create the user. Repeat this step to create blocks of users to be issued to a Representative.

Issuing a Block of Usernames to a Representative

  • After the "Numbered" Usernames are created, export the list of usernames to Excel.
  • Use Excel to edit the list and provide only the relevant usernames and passwords.
  • Provide the edited Excel Spreadsheet containing their "block" of numbered usernames for PPM Delivery to the appropriate Representative(s) via email. We recommend issuing blocks of 10 to Representatives.
  • Ask that the Representative(s) update the Excel spreadsheet with the actual users name, email address, company and state and return the spreadsheet to you.
  • Use information from the returned spreadsheet to update the usernames in the data room with accurate information. This is important for your Files Clicked Report (Audit Trail) and the document watermarking feature to reflect accurate PPM Delivery information.

J. Email PPM Delivery Username to Interested Accredited Investor

Use the sample email text above to email the PPM Delivery Username to the Interested Accredited Investor. If the Investor had previously been issued a "Numbered" Username, then simply let the Interested Accredited Investor know that the security level has been changed to provide access to the PPM and supporting agreements / schedules.

K. Review / Save Files Clicked Report to Confirm PPM Delivery

The Files Clicked Report is your internal document providing proof of PPM Delivery to the Interested Accredited Investors as well as providing a log of each file accessed by each user.

Automated Weekly Files Clicked Report

An automated Files Clicked Report for each room is generated weekly (2:00am EST each Monday) and is placed in a Reports folder within each Virtual Data Room at a security level of 9. Of course, you may generate a Files Clicked Report at any time, even several times a day. Each Automated Weekly Report is generated with a Report Date Range of the last 30 days. For example, the report that would run on Monday April 3, 2008 would have a data range of 3/3/2008 - 4/2/2008.

L. Provide Access to Due Diligence Information (when appropriate)

To provide access for Institutional Investors or Investors Requiring Due Diligence Information, you simply need to change the Security Level of PPM Delivery Username from Security Level 2 to Security Level 3 by maintaining the existing username.

 

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