UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
ABAKAN INC.
(Name of Issuer)
Shares of Common Stock, $0.0001 Par Value
(Title of Class of Securities)
00258J 107
(CUSIP Number)
Robert Miller
2665 S. Bayshore Drive, Suite 450, Miami, Florida 33133
Telephone: (786) 206-5368
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 23, 2015
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the
Notes).
1
CUSIP NO. 00258J 107
1.
NAMES OF REPORTING PERSONS.
Maria Camila Maz
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)o
(b)o
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) o
6.
CITZENSHIP OR PLACE OF ORGANIZATION
United States of America
7.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
17,400,000
_____________________________________________________________________________________
_____
8.
SHARED VOTING POWER
0
9.
SOLE DISPOSITIVE POWER
17,400,000
_____________________________________________________________________________________
_____
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,100,000 (17,400,000 direct and 6,700,000 indirect) (see Item 5)
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
2
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.3% of the Issuer’s
outstanding shares of common stock (based on 79,501,088 shares outstanding as of January 23,
2015).
14.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP NO. 00258J 107
1.
NAMES OF REPORTING PERSONS.
Robert Hillis Miller
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)o
(b)o
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) o
6.
CITZENSHIP OR PLACE OF ORGANIZATION
United States of America
7.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
0
_____________________________________________________________________________________
8.
SHARED VOTING POWER
1,450,000
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,450,000
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,100,000 (0 direct and 24,100,000 indirect) (see Item 5)
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
3
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.3% of the Issuer’s
outstanding shares of common stock (based on 79,501,088 shares outstanding as of January 23,
2015).
14.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this “Statement”) relates to shares of the common stock, $0.0001 per
share (the “Common Stock”), of Abakan Inc., a Nevada corporation (the "Issuer"). The principal offices
of the Issuer are located at 2665 S. Bayshore Drive, Suite 450, Miami, Florida 33133.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed jointly by and on behalf of each of Maria Camila Maz and Robert Hillis
Miller who are collectively referred to herein as the "Reporting Persons".
Each Reporting Person declares that neither the filing of this Statement nor anything herein shall be
construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this Statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities
of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that
neither the filing of this Statement nor anything herein shall be construed as an admission that such
person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has
agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other
group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with
respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect
to the Issuer or any securities of the Issuer.
(b) The residence of the Reporting Persons is: 4801 Alhambra Circle, Coral Gables, Florida, 33146.
(c) The present principal occupation of Maria Camila Maz is that of a business consultant while the
principal occupation of Robert Hillis Miller is that of Chief Executive Officer and a Director of Issuer.
(d) During the last five years, the Reporting Persons have not been convicted in criminal proceedings.
(e) During the last five years, the Reporting Persons were not a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction and are not subject to any judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) The Reporting Persons are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 23, 2015, Maria Camila Maz gifted 20,000 shares of the Issuer’s common stock over which
she sole voting and dispositive power to the Church of the Epiphany as a charitable donation.
4
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction was to gift certain securities of the Issuer to the Church of the Epiphany as
a charitable donation.
The Reporting Persons have otherwise acquired shares of Common Stock of the Issuer for investment
purposes.
The Reporting Persons intend from time to time to review their investment in the Issuer on the basis of
various factors, including the Issuer’s business, financial condition, results of operations and prospects,
general economic and industry conditions, the securities markets in general and those for shares of
Common Stock of the Issuer in particular, as well as other developments and other investment
opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the
Reporting Persons may deem appropriate in light of the circumstances existing from time to time, which
may include acquisitions of shares of Common Stock of the Issuer or further disposal of some or all of the
shares of Common Stock of the Issuer currently owned by the Reporting Persons or otherwise acquired
by the Reporting Persons, either in the open market or in privately negotiated transactions.
In addition, the Reporting Persons may engage in communications with one or more shareholders,
officers or directors of the Issuer, including discussions regarding the Issuer’s operations and strategic
direction and ideas that, if effected, could result in, among other things: (a) the acquisition by the
Reporting Persons of additional securities of the Issuer, or the disposition of additional securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer;
(e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material
change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s certificate of
incorporation or bylaws or other actions which may impede the acquisition of control of the Issuer by any
person; (h) causing any class of the Issuer’s securities to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above.
Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting
Persons currently has any plans or proposals that relate to or would result in any of the actions specified
in clause (a) through (j) of Item 4 of this Statement. The Reporting Persons reserve the right, based on all
relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider
their position, change their purpose, take other actions (including actions that could involve one or more
of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of
Item 4 of this Statement) or formulate and implement plans or proposals with respect to any of the
foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Persons hold an aggregate of 24,100,000 shares (representing 30.3%) of the issued and
outstanding common stock of the Issuer.
Maria Camila Maz has 24,100,000 shares of the Issuer (17,400,000 direct and 6,700,000 indirect)
5
Robert Hillis Miller has 24,100,000 shares of the Issuer (0 direct and 24,100,000 indirect)
(b) The Reporting Persons have the sole power to vote or direct the vote, shared power to vote or direct
the vote, sole power to dispose of or direct the disposition of or shared power to dispose of or direct the
disposition of the shares reported above in this Item 5(a).
Maria Camila Maz has the sole power to vote or direct the vote of and sole power to dispose of or direct
the disposition of 17,400,000 shares (representing 21.9%) of the outstanding common stock of the Issuer.
Robert Hillis Miller has shared power to vote or direct the vote, and shared power to dispose of or direct
the disposition of 1,450,000 shares (representing 1.8%) of the outstanding common stock of the Issuer.
(c) The Reporting Persons have not effected any transaction in the shares of the Issuer during the past 60
days except Maria Camila Maz’s gift of 20,000 of the Issuer’s common stock to the Church of the
Epiphany.
(d) No person other than the Reporting Persons, the trustees of The Thomas and Mario Miller Family
Irrevocable Trust and the directors of The Tarija Foundation have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the shares reported above in this
Item 5(a).
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Reporting Persons are married. The Thomas and Mario Miller Family Irrevocable Trust, formed on
December 1, 2009, for the benefit of Ms. Maz’s children. Mr. Miller has served as an officer and director
of The Tarija Foundation since May 31, 2013 and as an officer and director of the Issuer since December
8, 2009.
The Reporting Persons, The Thomas and Mario Miller Family Irrevocable Trust and The Tarija
Foundation entered into a Shareholders Voting Agreement with UP Scientech Materials Corp. (“UP”)
pursuant to which the Reporting Persons agreed to vote in favor of the election of a UP nominee to the
Issuer’s board of directors at any shareholders meeting called for that purpose. The term of the
Shareholders Voting Agreement expires on the earliest of the expiration of a three year commitment to so
vote commencing on the date a nominee of UP is appointed as a director of the Issuer and the date on
which UP’s ownership of the Issuer falls below six percent on a fully diluted basis. Mr. Kevin Chen was
appointed to the Issuer’s board of directors on November 13, 2014, as a nominee of UP.
Other than as reflected above, the Reporting Persons do not have any contracts, arrangements,
understandings or relationships with respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99.1
Joint Filing Agreement
99.2
Shareholders Voting Agreement
SIGNATURE
6
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
January 30, 2015
Date
/s/ Maria Camila Maz
Maria Camila Maz
/s/ Robert H. Miller
Robert H. Miller
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
EXHIBIT INDEX
Exhibit
Description of Exhibit
Joint Filing Agreement (furnished herewith)
Shareholders Voting Agreement (furnished herewith)
7
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1).
Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and
for the completeness and accuracy of the information concerning such person contained therein; but
neither of them is responsible for the completeness or accuracy of the information concerning the
other person making the filing, unless such person knows or has reason to believe that such
information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of
such a statement on Schedule 13D and any amendments thereto with respect to the equity securities (as
defined in Rule 13d-1(i)) of the issuer, beneficially owned by each of them. This Joint Filing Agreement
shall be included as an exhibit to such Schedule 13D and any amendments thereto.
Date: January 30, 2015
/s/ Maria Camila Maz
Maria Camila Maz
/s/ Robert Hillis Miller
Robert Hillis Miller
Exhibit 99.2
SHAREHOLDER VOTING AGREEMENT
THIS SHAREHOLDER VOTING AGREEMENT, dated as of November 11, 2014 (this "Voting
Agreement"), is between UP Scientech Materials Corp. ("UP Scientech"), and Robert H. Miller, Maria C.
Maz, the Thomas and Mario Miller Family Irrevocable Trust U/A/D 12/01/2009 and the Tarija Foundation
(each a "Shareholder" and collectively, the "Shareholders").
WITNESSETH:
Whereas UP Scientech and Abakan Inc. (“Abakan”) have entered into a Letter Agreement (“Letter
Agreement”) of even date, pursuant to which, UP Scientech shall enter into a share subscription agreement
(“SSA”), a Sales Agency Agreement and acquire the right to participate with Abakan in certain additional
joint venture transactions as detailed in said Letter Agreement; and
Whereas, the Shareholders, individually or as trustees or custodians, subsequent to the closing of the SSA,
shall be the beneficial owners of twenty four million one hundred and twenty thousand (24,120,000) shares
or collectively in excess of thirty five percent (35%) of the issued and outstanding voting shares of Abakan's
common stock (such shares, along with all other shares of capital stock of Abakan acquired by each
Shareholder subsequent to the date hereof, are referred to herein collectively as the "Subject Shares"); and
Whereas, as a condition of entering into the Letter Agreement, UP Scientech has requested that the
Shareholders agree, and the Shareholders have agreed, among other things, to vote and commit the Subject
Shares upon the terms and subject to the conditions set forth herein.
Now, therefore, in consideration of the premises and the mutual representations, agreements and covenants
hereinafter set forth, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1.
Agreement.
(a)
The Shareholders agree to vote the Subject Shares, during the period between the date hereof and
the Expiration Date (as defined hereinafter), at any special or annual meeting of the shareholders, in favor
of electing an individual nominated by UP Scientech to Abakan’s board of directors.
(b)
Prior to the Expiration Date, the Shareholders shall not enter into any agreement or understanding
with any person to vote or give instructions in any manner inconsistent with the preceding paragraph (a).
(c)
The Shareholders shall not vote, sell, deal in, assign, pledge, transfer or encumber in any manner
whatsoever any of the Subject Shares, except; 1) the Subject Shares may be sold to third parties bound to
the terms and conditions similar to those agreed herein; and 2) the Thomas and Mario Miller Family Trust
and the Tarija Foundation are allowed to sell up to a maximum of 100,000 Subject Shares per quarter. in
the public market in accordance with the rules and regulations of the United States Securities Act of 1993,
as amended.
(d)
Each Shareholder will agree to such other terms and conditions, if any, as may be requested by any
underwriter of the Subject Shares or required by any securities regulatory authority having jurisdiction over
Abakan, that do not conflict with this Voting Agreement.
(e)
No person executing this Voting Agreement who is or becomes prior to the Expiration Date a
director of Abakan, or any successor thereof, makes any agreement or understanding herein in his or her
Exhibit 99.2
capacity as such director. Each Shareholder signs solely in his or her capacity as the owner, trustee or
custodian of the Subject Shares.
2.
Representations and Warranties of the Shareholders. Each Holder hereby represents andwarrants
to UP Scientech, severally and not jointly, that:
(a)
this Voting Agreement has been duly executed and delivered by each Shareholder and is the legal,
valid and binding obligation of and fully enforceable in accordance with its terms against such Shareholder;
(b)
no consent of any governmental entity, beneficiary, co-trustee or other person is necessary for the
execution, delivery and performance of this Voting Agreement by each Shareholder;
(c)
subsequent to the closing of the SSA, the Shareholders shall be the beneficial owners of twenty four
million one hundred and twenty thousand (24,120,000) shares or collectively in excess of thirty five percent
(35%) of the issued and outstanding voting shares of Abakan's common stock;
(d)
each Shareholder shall own the Subject Shares free and clear of any encumbrance other than this
Voting Agreement and does not own, directly or indirectly, any other shares of Abakan's common stock or
any option, warrant or other right to acquire any shares of Abakan's common stock;
(e)
each Shareholder shall have the power and right to vote all of the Subject Shares;
(f)
except as provided herein, each Shareholder has not (i) granted any power-of-attorney or other
authorization or interest with respect to any of the Subject Shares, (ii) deposited any of the Subject Shares
into a voting trust, or (iii) entered into any prior voting agreement or other arrangement with respect to any
of the Subject Shares; and
(g)
the execution, delivery and performance of this Voting Agreement by the Shareholders does not
and will not result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which the Shareholders are subject, or its constitutional
documents in case of any Shareholder being a trust or foundation.
3.
Covenants of the Shareholders. Each Shareholder hereby agrees and covenants that during the
period between the date hereof and the Expiration Date, any shares of capital stock of Abakan (including,
without limitation, Abakan's common stock) that any Shareholder purchases or with respect to which such
Shareholder otherwise acquires beneficial ownership (including by reason of stock dividends, split-ups,
recapitalizations, combinations, exchanges of shares or the like) shall be considered Subject Shares and
subject to each of the terms and conditions of this Voting Agreement;
4.
Expiration Date. This Voting Agreement to vote in favor for the election of UP Scientech’s
nominee to Abakan’s board of directors at any annual or special meeting called for the purpose of electing
directors shall expire on the earliest of (a) the expiration of the three (3) year commitment to so vote
commencing on the date the nominee of UP Scientech is appointed as a director of Abakan; and (b) the date
on which UP Scientech’s ownership of Abakan falls below six percent (6%) on a fully diluted basis (such
earliest date being referred to herein as the "Expiration Date").
5.
Notices. All notices, requests, claims, demands and other communications hereunder shall be in
writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person,
telecopy or by registered or certified mail (postage prepaid, return receipt requested) or by overnight courier
Exhibit 99.2
to the respective parties at the following addresses (or at such other address for a party as shall be specified
in a notice given in accordance with this Section 6):
UP Scientech Materials Corp.
No. 5-3, Jianguo Rd.
Guanyin Township
Taoyuan County 32844
Taiwan R.O.C.
Shareholders
Robert H. Miller
4801 Alhambra Circle
Coral Gables, Florida 33146
Maria C. Maz
4801 Alhambra Circle
Coral Gables, Florida 33146
Thomas and Mario Miller Irrevocable Family Trust U/A/D 12/01/2009
3757 Heron Ridge Lane,
Westin, Florida, 33331
Tarija Foundation
4527 West 10th Avenue
Vancouver, British Columbia V6R 2J2
6.
Amendments; No Waivers.
(a)
Any provision of this Voting Agreement may be amended or waived prior to the Expiration Date
if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by UP
Scientech and each of the Shareholders or in the case of a waiver, by the party or parties against whom the
waiver is to be effective.
(b)
No failure or delay by any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.
7.
Expenses. All costs and expenses incurred in connection with the preparation and furtherance of
this Voting Agreement shall be paid by the party or parties incurring such cost or expense.
8.
Successors and Assigns. The provisions of this Voting Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns; provided, that no party may
assign, delegate or otherwise transfer any of its rights or obligations under this Voting Agreement without
the prior written consent of the other parties hereto.
9.
Non-Survival of Representations and Warranties. All representations, warranties and agreements
made by the Shareholders and UP Scientech in this Voting Agreement shall promptly terminate upon the
Expiration Date.
Exhibit 99.2
10.
Parties in Interest. Nothing in this Voting Agreement is intended to provide any rights or remedies
to any person other than the parties hereto.
11.
Counterparts. This Voting Agreement may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed shall be deemed an original
but all of which taken together shall constitute one and the same agreement.
12.
Governing Law. This Voting Agreement will be construed and enforced in accordance with and
governed by the laws of the State of Florida, without reference to principles of conflicts of law. Each of the
parties consents to the jurisdiction of the federal courts whose districts encompass any part of the State of
Florida in connection with any dispute arising under this Voting Agreement and hereby waives, to the
maximum extent permitted by law, any objection, including any objection based on forum non conveniens,
to the bringing of such proceeding in such jurisdictions.
13.
Jury Trial Waiver. EACH PARTY HERETO HEREBY WAIVES ALL RIGHTS TO TRIAL BY
JURY IN ANY ACTION OR PROCEEDING INSTITUTED BY EITHER OF THEM AGAINST THE
OTHER THAT PERTAINS DIRECTLY OR INDIRECTLY TO THIS VOTING AGREEMENT.
14.
Specific Performance. The parties hereto agree that irreparable damage would occur in the event
any provision of this Voting Agreement was not performed in accordance with the terms hereof and that,
in addition to any remedy to which they are entitled at law or in equity, the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Voting Agreement and to enforce specifically the terms
and provisions of this Voting Agreement without the need to post a bond or prove special damages.
15.
Interpretation. The descriptive headings contained in this Voting Agreement are included for
convenience of reference only and shall not affect in any way the meaning or interpretation of this Voting
Agreement. When a reference is made in this Voting Agreement to a Section, such reference shall be to a
Section of this Voting Agreement unless otherwise indicated. Whenever the words "include," "includes" or
"including" are used in this Voting Agreement they shall be deemed to be followed by the words "without
limitation."
16.
Entire Agreement. This Voting Agreement and the related irrevocable proxy constitutes the entire
agreement between the parties with respect to the subject matter hereof and supersedes all prior written and
oral and all contemporaneous agreements and understandings with respect to the subject matter hereof.
Each party acknowledges and agrees that no other party hereto makes any representations or warranties,
whether express or implied, other than the express representations and warranties contained herein.
17.
Severability. If any term or other provision of this Voting Agreement is held to be invalid or
unenforceable by a court of competent jurisdiction, this Voting Agreement shall be interpreted and
enforceable as if such provision were severed or limited, but only to the extent necessary to render such
provision of this Voting Agreement enforceable.
IN WITNESS WHEREOF, each of the parties hereto has executed this Voting Agreement as of the date
first set forth above.
UP SCIENTECH MATERIALS CORP.
Exhibit 99.2
/s/ George Chang
By: George Chang
Chairman
Shareholders
ROBERT H. MILLER
/s/ Robert H. Miller
Robert H. Miller
MARIA C. MAZ
/s/ Maria C. Maz
Maria C. Maz
THOMAS AND MARIO FAMILY IRREVOCABLE TRUST U/A/D 12/01/2009
/s/ Dennis Goetz
By: Dennis Goetz
Trustee
TARIJA FOUNDATION
/s/ Robert H. Miller
By: Robert H. Miller
Trustee