Free Response to Motion - District Court of California - California

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Case 3:07-cv-02344-L-RBB

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Daniel J . Navigato, Esq. (SBN 164233) Michael W . Battin, Esq . (SBN 183870) NAVIGATO & BATTIN, LLP 501 West Broadway, Suite 2060 San Diego, California 92101 Tel . (619) 233-5365 Fax (619) 233-3268 Attorneys for Defendant UNICO, INC .

UNITED STATES DISTRICT COURT 9 SOUTHERN DISTRICT OF CALIFORNIA 10 11 12 13 14 15 v. UNICO, INC ., an Arizona corporation, Defendant . LEGACY TRADING GROUP, LLC, a California limited liability company, individually and on behalf of all others similarly situated, Plaintiff, ) CASE NO . : 07CV2344L(RBB) ) ) DECLARATION OF MARK KNIGHT ) IN SUPPORT OF DEFENDANT UNICO, INC .'S OPPOSITION TO PLAINTIFF'S ) APPLICATION FOR PRELIMINARY INJUNCTION ) Hearing ) DATE : January 7, 2008 TIME: 10:30 a.m. ) CTRM : 14

I, Mark Knight, declare : 1. I have knowledge of all the facts stated herein and if called as a witness, I could

and would competently testify thereto . 2. 3. 25 26 27 28 1
NAVIGATO & BATTIN, LLP 501 W. Broadway, Suite 2060 San Diego, CA 92101

I am an employee of Transfer Online, Inc ("Transfer Online"). Transfer Online maintains the shareholder records for all shareholders of record at

Unico, Inc . ("Unico"). In order to maintain a current list of all shareholders of record, Transfer Online's records are updated when a shareholder buys shares directly or if shares are sold by a record holder.

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4.

I was contacted by Unico, via an email from Trisha Bollman, requesting that

Transfer Online send notice and proxy materials related to the December 21, 2007 special shareholders meeting to all Unico shareholders of record on November 19, 2007 . 5. Pursuant to Unico's request, on December 3, 2007, I, along with a team of

employees at Transfer Online, caused notice of the special shareholders meeting and proxy materials to be mailed postage prepaid to each shareholder of record of Unico on November 19, 2007 entitled to vote at the last address appearing on the records of the company, or given for the purposes of notice . 6. Attached hereto as Exhibit "A" is a list of all Unico shareholders of record on

November 19, 2007 . This list was generated from Transfer Online's records of all Unico shareholders of record . All of the shareholders identified on this list were sent notice of the special shareholder meeting and proxy materials by Transfer Online on December 3, 2007 . 7. Attached hereto as Exhibit "B" is a copy of the notice and proxy materials that

were sent to all Unico shareholders of record . 8. Transfer Online allows shareholders of record who are sent proxy materials to

respond to Transfer Online by either voting their shares online or by sending the materials back to Transfer Online via mail . Transfer Online tabulates the votes received on a daily basis . 9. Transfer Online works in conjunction with Broadridge to tabulate votes received

from all Unico shareholders . Broadridge is the company hired by Unico to send notice and proxy materials to all beneficial shareholders - those shareholders who are not of record . Broadridge sends Transfer Online a summary of all votes received by Broadridge from beneficial owners on a regular basis . 10. On December 21, 2007, I tabulated the total number of shares voted which

amounted to 3,843,350,730 shares or 80 .06% of the total outstanding shares entitled to vote . Of 26 27 28 2
NAVIGATO & BATIIN, UP 501 W. Broadway, Suite 2060 San Diego, CA 92101

the votes received, 2,240,898,153, or 58%, were voted in favor of authorizing the proposed reverse stock split .

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Case 3:07-cv-02344-L-RBB

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NAVIGATO & BATTIN, LLP 501 W . Broadway, Suite 2060 San Diego, CA 92101

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct . Executed this 27' day of December 2007, in San Diego County, California .

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