Advisory Value-Add Proposition & Memorandum of Understanding

1. Parties and purpose

Value Masters Asset Management ("VMA") proposes to act as strategic adviser to Ohanyan's Inc. — not as an acquirer in the first instance — and this memorandum sets out what VMA would contribute and on what terms the parties would explore a structure together. It is advisory in nature and creates no obligation on either party to transact.

The company facts above are stated as VMA presently understands them and are to be confirmed by Ohanyan's before execution. VMA has not been provided with Ohanyan's financial statements, and nothing in this memorandum is based on them.

VMA approaches Ohanyan's not as a listed target but as a founder-held business with a name on the label. Everything below is built around that: choice rather than a single price, and structures in which the founder decides how much of the business, and how much of the future, he keeps.

2. Why this conversation, and why now

There is an open category position in the United States — a Levantine and Anatolian table that no brand currently holds at national scale — and VMA's assessment is that the window to claim it is measured in the next two to three years rather than the next ten. That assessment is VMA's own judgement, not a published statistic, and Ohanyan's should weigh it accordingly.

Ohanyan's matters in that picture for reasons that cannot be bought or built quickly:

• A federally inspected plant. USDA/FSIS inspection is the practical gate on bringing Levantine meat products into U.S. retail at scale. It is slow to obtain and cannot be imported.
• Four decades of product authority. Bastırma, sucuk, mantı and lahmacun made continuously since 1981 carry a credibility that marketing cannot manufacture.
• Earned channel position. Shelf presence in Armenian-American and Middle Eastern retail is a relationship asset, built one buyer at a time.
• A family name on the label. The brand's value is inseparable from the family that stands behind it — which is precisely why VMA's proposals below keep the founder's name, and the founder's choice, intact.

What Ohanyan's does not have today, and what this memorandum is about, is the capital architecture, the cross-border supply depth and the category-level brand platform that would turn a respected regional processor into the anchor of a national category.

3. Who stands behind VMA

What a counterparty is entitled to know is which institution stands behind the proposal and what it can actually do. Two things bear on that for Ohanyan's: the house VMA belongs to and the record of the people in it, and what that house has just added at the point of sale.

The house: A Level Alliances and the Value Masters

VMA is the merchant capital, ventures and asset management division of A Level Alliances LLC (Reno, Nevada), which trades in the market as Value Masters Merchant Capital. It is not a consultancy with a client list. It is a partnership of principals — people with standing in their own fields who came together to create value jointly and to build the alliances between companies that make that possible.

The house's pedigree is sovereign-scale. In the early 2000s, with Türkiye operating under IMF oversight, Mehmet Narin and Randall Cox designed and proposed an Asset Management Company model to the Turkish state: upfront liquidity for the sovereign, long-term upside preserved for citizens and industry, rather than assets sold cheap under pressure. The framework drew Perry Capital, Farallon Capital and Hellman & Friedman — then managing more than $28 billion between them — and was adopted by the Privatization Administration and the Savings Deposit Insurance Fund, deployed across toll roads, power plants, steel mills and roughly $4 billion of distressed loan transfers.

That is the desk Ohanyan's would be sitting across from. The partners include:

The group keeps desks in San Francisco, Houston, New York, Los Angeles, Reno, Vancouver, Hong Kong, London and Istanbul. Credentials and roles above are as published by the group; Ohanyan's is welcome to verify any of them directly.

The new chapter: ALA – OnQ

A Level Alliances' acquisition of OnQ changes what VMA can put behind a food brand, and it is the part of this proposal that speaks directly to shelf.

OnQ is a retail display and in-store experience company — founded in 2004, headquartered in Hayward, California, with production in Akron, Ohio — that designs, engineers, manufactures, ships and installs the displays through which many of the largest brands meet shoppers at the point of sale. Its proprietary Converge platform runs the content on tens of thousands of connected in-store screens worldwide.

For Ohanyan's, that is the difference between a capital partner and an operating one:

• Access at the point of sale. OnQ's working relationships sit with the dominant brands and the retailers that carry them — the rooms where placement, display and in-store programmes are decided.
• B2B2C in practice. VMA can take a brand to the retailer and then to the shopper standing in front of the shelf, rather than handing it off at the distributor's door.
• Execution, not just introduction. Display design, manufacture, installation and in-store content are capabilities inside the group, not vendors to be found and managed.
• A category told where it is bought. A new category is explained in the aisle. Owning that surface is how a Levantine table becomes something shoppers recognise rather than something they walk past.

To be precise about what this is and is not: it is relationship and execution capability at retail. It is not slotting, not a distribution agreement, and not a guarantee of placement — those are won account by account, and OnQ's position shortens the route to the decision-maker rather than replacing the decision.

4. What VMA contributes

VMA's contribution is six specific things, each of which Ohanyan's would otherwise have to buy, build or go without.

Two points of honesty about the above. First, VMA's capital introductions are introductions; VMA does not guarantee that any investor will transact, and no financing commitment is offered or implied here. Second, the supply and category work is VMA's own strategic programme — Ohanyan's would be joining an initiative VMA is building, which is a strength when the thesis is right and a risk the founder should price accordingly.

5. Proposed scope of the advisory engagement

VMA proposes to work in four defined workstreams. Each produces a deliverable Ohanyan's keeps, whether or not a transaction follows.

1. Business and asset diagnostic. Review of plant capacity, product economics, channel concentration, inspection standing and brand ownership. Deliverable: a written diagnostic identifying where value sits today and what constrains it.
2. Valuation framework. A method-first valuation built on Ohanyan's actual financials once provided, expressed as a range with the strategic premium stated separately from the financial base. VMA does not put a number on the business before seeing the numbers.
3. Structure design and counterparty process. Preparation of the structures in section 6, selection of the one the founder prefers, and management of the capital partner process — including confidentiality, information flow and timing.
4. Brand, IP and governance architecture. Rights inventory, trademark and recipe ownership mapping, and the protective terms in section 7, drafted for the founder's counsel to review.

What sits outside this scope: VMA does not provide legal, tax, accounting or valuation opinions, and Ohanyan's should retain its own counsel and accountants. VMA's work informs those advisers; it does not replace them.

6. Three pathways, for Ohanyan's to choose between

VMA's recommendation is that Ohanyan's be presented with a choice rather than a price. The three structures below answer three different founder priorities — liquidity, independence, or continued upside — and the founder's preference among them is itself the most useful information a process can produce.

VMA's indicative recommendation is pathway C, structured so that the first stage is sized to fund plant and range expansion rather than to maximise the founder's cash-out — on the view that the founder's continued involvement is a material part of what makes the asset work. Pathways A and B remain genuinely available, not formalities.

Where a pathway involves a later acquisition, VMA would propose an option-to-acquire mechanic: an exclusivity fee paid for a defined option period, definitive documents negotiated and signed at the time the option is granted, exercise tied to objective operating milestones rather than calendar dates, and antitrust clearance addressed before exercise. The purpose of that structure is to remove uncertainty for both sides, including the founder's.

No price, multiple or percentage appears in this memorandum. Each is a matter for the valuation framework in section 5, once Ohanyan's financials are in hand.

7. Protecting the name

The Ohanyan's name is a family asset before it is a commercial one, and VMA proposes that its protection be settled before any economic term is agreed. Four principles would be built into whatever structure is chosen.

• Rights inventory first. A full map of trademarks, recipes, formulations, label artwork, supplier agreements, customer data and inspection registrations — what is registered, what is unregistered, who owns it and what is transferable — completed before documents are drafted.
• Assignments done properly. Copyright assignments in writing under 17 U.S.C. § 204, and any trademark assignment accompanied by the goodwill of the business as 15 U.S.C. § 1060 requires. A transfer that ignores these is vulnerable, and a vulnerable transfer serves neither side.
• Quality control that is real. Under a licence, the quality standards are the founder's protection, not paperwork: defined specifications, inspection rights and a right to terminate for standard failure. A brand licensed without enforced standards is a brand being spent.
• Separation tested in advance. The structure should be drafted so that if the parties later part — by sale, by expiry or by dispute — it is already clear who keeps the mark, who keeps the recipes, and what transition licence applies. Agreeing this at the start costs a conversation; agreeing it later costs litigation.

These are structural principles, not legal advice, and Ohanyan's counsel should review every one of them before execution.

8. Indicative sequence

The only gate that commits either party is the last one. Everything before it is reversible, and Ohanyan's can stop at any gate without cost or obligation. Day counts run from signature of this memorandum and assume Ohanyan's provides financial information at the second gate; they move if it arrives later.

9. How VMA is paid

VMA proposes the following shape, with every amount left open for agreement between the parties. No figures are stated here because none have been agreed, and VMA will not present an assumed number as a term.

Two commitments on VMA's side. VMA will disclose in writing any fee, carry or equity interest it holds or expects to receive from any capital partner it introduces, before that partner is introduced. And VMA will not take compensation from both sides of the same transaction without the founder's written consent.

10. Confidentiality and legal status

Non-binding. This memorandum records intentions and a proposed way of working. It is not an offer, and it does not oblige either party to negotiate, to continue negotiating, or to enter into any transaction. Only a definitive written agreement signed by both parties creates obligations between them.

Binding exceptions. The parties intend the following to bind on signature of this memorandum: confidentiality, the treatment of each party's intellectual property, the allocation of each party's own costs, and the governing law clause below.

Confidentiality. Each party will keep the other's non-public information confidential, use it only to evaluate the opportunity described here, and disclose it only to advisers who are bound to equivalent terms. A separate non-disclosure agreement should be executed before financial or recipe information changes hands; this clause is a floor, not a substitute.

No exclusivity. Neither party is restricted from pursuing other discussions. If Ohanyan's later selects a pathway and asks VMA to run a capital process, a defined exclusivity period would be agreed in writing at that point and not before.

Expenses. Each party bears its own costs in connection with this memorandum.

Governing law. To be agreed; VMA proposes the State of California, as the jurisdiction of Ohanyan's operations.

Term. This memorandum expires six months after signature unless the parties extend it in writing or replace it with a definitive agreement.

11. Next steps and signatures

VMA asks for three things, in this order: a conversation, a non-disclosure agreement, and then the financials. Nothing is requested of Ohanyan's before the first of those.

• An introductory meeting, in Fresno or by video, at Ohanyan's convenience
• Execution of a mutual non-disclosure agreement
• Ohanyan's indication of which of the three pathways is of interest, if any
• Provision of three years of financial statements, to replace assumption with fact
• Delivery by VMA of the written diagnostic and valuation framework

Signed for the purposes set out in section 10, acknowledging that this memorandum is advisory and non-binding save as stated there.

A Turkish version of this memorandum is provided at index-tr.html. Where the two differ, the parties should agree in advance which language governs.