Response Supporting Emergency Motion

Directors’ Response Supporting Emergency Motion for Limited Relief From Receivership Stay.

(Filed December 2, 2025)

(The “Directors” are Fawn Weaver and Keith Weaver — two of the three board members of Uncle Nearest, Inc., who hold the controlling votes.)

1. Directors Declare: Receivership Was Never Meant to Enable a Pre-Judgment Sale of the Company

   The Directors point to the Court’s own statements that a receivership is an “extraordinary remedy” meant only to protect Farm Credit’s collateral — not to liquidate the company or force a restructuring before any judgment. They argue the Receiver’s recent actions contradict the Court’s original intent and exceed the purpose of the remedy.

2. Directors Warn: Receiver Is Moving Toward a Forced Restructuring Before Farm Credit’s Claims Are Even Proven

   The Directors state that the Receiver’s own filings confirm he is moving toward a forced financial restructuring — including potential changes in ownership and control — before the Court has ruled on whether Farm Credit’s claims are valid at all. They warn this would preemptively strip founders and shareholders of their rights without any adjudication, fundamentally altering the company before a single defense or counterclaim has been heard.

3. Directors Say the Receiver Is Blocking the Company From Having Counsel — Leaving Uncle Nearest Without Independent Legal Representation

   Because the Receiver insists that only he may represent the Uncle Nearest entities, prior counsel stood down, leaving the companies unable to defend themselves. The Directors say this contradicts the Court’s November 25 order, which required the Defendant entities (not the Receiver) to respond and implicitly recognized their right to separate counsel.

4. Filing Reveals: Receiver Found No Misconduct, No Insolvency, and Significant Positive Value — Yet Still Pursuing a Pre-Judgment Sale

   The Directors cite the Receiver’s own findings:
   
   “very encouraged” about long-term viability
   
   “significant value” in excess of Farm Credit’s debt
   
   no evidence of misappropriation, theft, or financial impropriety
   Despite these positive findings, the Receiver is still pursuing a refinancing or sale — which Directors say makes no sense given the company’s solvency and success.

5. Directors Warn: Competitors Likely to Access Uncle Nearest Trade Secrets as Receiver Markets the Company

   The filing states that the investment banker retained by the Receiver is engaging with industry competitors who may gain access to sensitive, non-public company data. Directors note that NDAs cannot prevent the competitive harm that would result from rivals gaining insight into pricing, strategy, inventory, and distribution.

6. Directors Say: Receiver’s Stance Treats Farm Credit’s Loans Like an Illegal “Cognovit Note” — Pre-Judgment Confession Forbidden Under Tennessee Law

   The Directors argue that moving toward a forced sale before the Defendants can answer the Complaint effectively treats Farm Credit as if it already has a judgment — a mechanism Tennessee explicitly prohibits. They state the law requires a full adversarial process before rights are stripped.

7. Directors Outline Extensive Evidence Against Farm Credit — Including Fraud, Improper Draws, a Rejected $100 Million Refinancing, and a Sworn Affidavit Confirming GAAP Accounting for the $21 Million Barrel Inventory Farm Credit Falsely Claimed Was Missing

   The filing previews what Defendants would present if allowed to answer, including:
   
   Evidence of fraud by the former CFO and his close personal relationship with Farm Credit’s loan officer
   
   Nearly $67 million in unauthorized loan draws executed solely by the former CFO
   
   A $100 million refinancing LOI provided to Farm Credit before the lawsuit
   
   Asset valuation materials showing Farm Credit’s collateral exceeded its debt
   
   A sworn affidavit confirming GAAP-compliant accounting for the $21 million barrel inventory Farm Credit falsely claimed was missing
   
   Evidence Farm Credit approved the Martha’s Vineyard purchase structure
   
   A comprehensive line-by-line rebuttal to Farm Credit’s allegations

8. Directors Say Claims May Exceed Farm Credit’s Debt — Meaning the Bank Could Ultimately Owe Uncle Nearest More

   The Directors reiterate that once Defendants are allowed to answer, their claims and counterclaims could materially reduce — and potentially exceed — Farm Credit’s asserted debt. This means Farm Credit may ultimately owe more to Uncle Nearest than Uncle Nearest owes to the bank.

9. Directors Urge the Court to Modify the Stay and Allow the Defendants to Answer, Defend, Assert Claims and Counterclaims Immediately

   They argue that due process requires the Defendants be allowed to participate in — and defend — their own case. After months of cooperation with the Receiver and no adjudication on any claim, the Directors say now is the time for the underlying litigation to proceed to judgment, not for the Receiver to pursue irreversible transactions.