A Level Alliances · Project Polaris Index
Draft for your approval · Not sent · Send only once the NDA sharing scope has been confirmed in writing

Covering Email

Draft to accompany the October 2026 document set · For Mehmet Narin's signature · 19 October 2026

Three versions below. The first is the one I would send: short, carrying the two facts that matter, and leaving the argument in the documents where it belongs. The second is shorter still, for the case where you would rather say it on the phone and only send the package. The third is the separate note to Northern Edge, which should not go in the same email as the one to Paul.

Version 1

The one I would send

ToPaul Chapuis
SubjectProject Polaris — the March formula, applied to your result
AttachedProject Polaris document set (index.html) · Confirmatory Diligence Information Request (PDF)

Paul,

Attached is a set of three documents, with the March 2026 file as an archive behind them. I will put the two things that matter at the top so you do not have to hunt for them.

First. The offer we made in March was a formula, not a number: the midpoint of your highest and lowest bid, plus 35%. Applied to the $25M–$35M range your process has returned, that formula produces a committed offer of $40.5M and $26.3M in cash at closing. Both of the deferred structures we have been discussing put $10M in your hands at closing against a $50M headline. I am not asking you to accept that figure today — the formula cannot operate until bid verification under §2.4 confirms the range. I am asking you to look at the arithmetic before we talk again.

Second. There is a drafting defect in our own March LOI. Sections 2.1 and 2.2 do not agree with each other, and the gap between them is $14.2M. I would rather tell you that myself than have your counsel find it. It is set out in full in the formula document.

The rest of the set does three things. One document compares what we forecast in March 2025 with where your market landed in October 2026, including the places where we were wrong. One explains the formula and shows what it pays at every plausible bid outcome, not only at yours. One is the diligence list, and it exists for a single reason: every figure in it is a figure a funding partner will ask me for, and I would rather bring you answers than questions.

There is also a short note I would like to send to Northern Edge, separately, asking for the outreach numbers and the bid verification. I have not sent it. I would rather you saw it first.

Read in whatever order suits you. When you are ready, I am here.

Memedi

Version 2

If you would rather say it on the phone

ToPaul Chapuis
SubjectProject Polaris — document set

Paul,

The attached set brings together what we have been working on since March 2025, and three things we need from your side before this can move: bid verification under §2.4 of the March LOI, the structure of the three indications rather than their headline figures, and the diligence schedule in the PDF.

One thing you should see before we speak: applied to the $25M–$35M range, the March formula produces $40.5M committed and $26.3M cash at closing. The arithmetic is in the second document.

Call me when you have had a look.

Memedi

Version 3

The separate note to Northern Edge

This should not travel in the same email as the note to Paul. Part A of the diligence request is addressed to the Adviser, and sending it alongside a price discussion blurs the two.

ToNorthern Edge Advisors
CCPaul Chapuis
SubjectOnQ / Project Polaris — bid verification and process information request

Dear colleagues,

A Level Alliances LLC submitted a non-binding letter of intent in respect of OnQ in March 2026 (ALA-ONQ-LOI-2026-001), structured as a formula tied to the outcome of your process. Section 2.4 of that letter provides for written bid verification from the Seller, through you, following the close of the bid window.

We are writing to request that verification, together with the process information set out at Part A of the attached request. In summary:

— Written certification of the highest and lowest qualifying bids, the name and entity type of each bidder, and the date each was received.
— The structure of each indication: cash at closing, deferred consideration, earn-out, financing contingencies, working capital peg, and which liabilities are assumed or excluded.
— The marketing funnel: parties contacted, confidentiality agreements executed, indications received, parties granted data room access, with the domestic/international and sponsor/strategic split.
— The data room audit log, per user and per document.
— Whether a bid deadline was announced and enforced, and the staging of disclosure by access tier.

These are matters on which a principal is ordinarily entitled to information under a sell-side mandate, and we raise them in that spirit rather than any other. Our formula cannot be calculated without the first two.

We are happy to take any of this on a call.

With thanks,
M. Memedi Narin
Founder, A Level Alliances LLC

Before any of these is sent

Confirm the NDA sharing scope in writing. All three documents in the set reference historical OnQ figures drawn from the Project Polaris CIM, which is subject to OnQ's non-disclosure agreement and restricts onward disclosure. The scope of permitted sharing should be confirmed with Paul in writing before the package goes to anyone beyond him.

If you send the link rather than the files, remember the page is private until you share it from the artifact's Share menu. Nobody can open it before then.

Do not reinstate a figure in the email. The March offer expired on 1 September 2026. Every version above refers to what the formula produces, not to an offer being made. That distinction matters and should survive any edit.