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                                                            As filed with the Securities and Exchange Commission on July 18, 2008

                                                                                                                                                                                     No. 333-142383




                                            UNITED STATES
                                SECURITIES AND EXCHANGE COMMISSION
                                                                                      Washington, D.C. 20549



                                                                             AMENDMENT NO. 5 to

                                                                                    FORM S-1
                                                                                 REGISTRATION STATEMENT
                                                                                         UNDER
                                                                                THE SECURITIES ACT OF 1933




                                                              GT Solar International, Inc.
                                                                        (Exact name of registrant as specified in our charter)

                           Delaware                                                              3674                                                            03-0606749
                 (State or other jurisdiction of                                    (Primary Standard Industrial                                              (I.R.S. Employer
                incorporation or organization)                                      Classification Code Number)                                              Identification No.)

                                                                                 243 Daniel Webster Highway
                                                                              Merrimack, New Hampshire 03054
                                                                                  Telephone: (603) 883-5200
                                                                                   Telecopy: (603) 595-6993
                                       (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

                                                                                        Edwin L. Lewis
                                                                                       General Counsel
                                                                                243 Daniel Webster Highway
                                                                             Merrimack, New Hampshire 03054
                                                                                  Telephone: (603) 883-5200
                                                                                   Telecopy: (603) 595-6993
                                               (Name, address, including zip code, and telephone number, including area code, of agent for service)




                                            Copies of all communications, including communications sent to agent for service, should be sent to:

                  Eva H. Davis                                                       Dennis M. Myers, P.C.                                                     Alan F. Denenberg
              Kirkland & Ellis LLP                                                    Kirkland & Ellis LLP                                                   Davis Polk & Wardwell
           777 South Figueroa Street                                                200 East Randolph Drive                                                   1600 El Camino Real
          Los Angeles, California 90017                                              Chicago, Illinois 60601                                               Menlo Park, California 94025
           Telephone: (213) 680-8400                                                Telephone: (312) 861-2000                                               Telephone: (650) 752-2000
            Telecopy: (213) 680-8500                                                Telecopy: (312) 861-2200                                                Telecopy: (650) 752-2111


                                                              Approximate date of commencement of proposed sale to the public:
                                                              As soon as practicable after this registration statement becomes effective.



       If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following
box:     

       If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. 

       If this Form is a post effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. 
       If this Form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. 



                                                                        CALCULATION OF REGISTRATION FEE

                                                                                             Proposed Maximum                         Proposed Maximum
                Title of Each Class of                           Amount to be                   Offering Price                            Aggregate                         Amount of
             Securities to be Registered                         Registered(1)                   Per Share(2)                          Offering Price(2)                  Registration Fee
Common stock, par value $0.01 per share                           34,845,000                         $17.50                              $609,787,500                       $22,245(3)
(1)
       Includes 4,545,000 shares that the underwriters have the option to purchase to cover over-allotments, if any.


(2)
          Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.


(3)
          Previously paid.

        The registrant hereby amends this registration statement on such date or dates as may be necessary to delay our effective date until the registrant shall file a further
amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or
until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
                                                                Explanatory Note

     This Amendment No. 5 to the Registrant's Registration Statement on Form S-1 (Commission File No. 333-142383) is being filed for the
purposes of filing Exhibits 1.1, 3.4, 4.1, 10.17, 10.41, 10.42 and 10.43 thereto and providing additional information in Part II of this Form S-1,
and no changes or additions are being made hereby to the prospectus that forms a part of the Registration Statement. Accordingly, the
prospectus is being omitted from this filing.
                                                           PART II
                                           INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

     The following is a statement of estimated expenses, to be paid solely by the Registrant, of the issuance and distribution of the securities
being registered hereby:

                   Securities and Exchange Commission registration fee                                         $         22,245
                   FINRA filing fee                                                                                      61,479
                   Nasdaq Global Market filing fee                                                                      150,000
                   Blue sky fees and expenses (including attorneys' fees and expenses)                                   25,000
                   Printing expenses                                                                                    600,000
                   Accounting fees and expenses                                                                       1,700,000
                   Transfer agents fees and expenses                                                                      4,000
                   Legal fees and expenses                                                                            1,400,000
                   Miscellaneous expenses                                                                                 7,276

                         Total                                                                                 $      3,970,000

Item 14.    Indemnification of Directors and Officers.

     The Registrant is incorporated under the laws of the State of Delaware. Section 145 ("Section 145") of the Delaware General Corporation
Law, as the same exists or may hereafter be amended (the "DGCL"), provides that a Delaware corporation may indemnify any persons who
were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person
acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. A Delaware corporation may indemnify any
persons who are, were or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the
corporation by reasons of the fact that such person was a director, officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit,
provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests,
provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the
corporation. Where an officer, director, employee or agent is successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

    Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such,
whether or not the corporation would otherwise have the power to indemnify him under Section 145.

                                                                        II-1
     The Registrant's certificate of incorporation will provide that to the fullest extent permitted by the DGCL, none of the Registrant's
directors shall be liable to it or its stockholders for monetary damages for a breach of fiduciary duty. In addition, the Registrant's certificate of
incorporation will provide for indemnification of any person who was or is made, or threatened to be made, a party to or is involved in any
action, suit or other proceeding, whether, civil, criminal, administrative or investigative, because of his or her status as a director or officer of
the Registrant, or service at the request of the Registrant as a director or officer of another corporation, as a partner or officer of a partnership,
as a member or officer of a limited liability company, as a principal or officer of a joint venture, as a trustee or officer of a trust or in any
comparable capacity in any other enterprise, including service with respect to an employee benefit plan, to the fullest extent authorized under
the DGCL against all expenses, liabilities and losses actually and reasonably incurred or suffered by such person in connection therewith.
Further, all of the directors and officers of the Registrant are covered by insurance policies maintained and held in effect by the Registrant
against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act.

Item 15.    Recent Sales of Unregistered Securities.

     During the last three years, the Registrant has issued securities in the following transactions, each of which was exempt from the
registration requirements of the Securities Act. No underwriters were involved in any of the below-referenced sales of securities. The historical
share data set forth in this section has not been adjusted to reflect the stock split that is expected to be effected prior to the completion of this
offering.

     During the last three years, the Registrant (or its predecessor) has issued the following securities without registration under the Securities
Act of 1933:

     (1) The Registrant was incorporated under the laws of the State of Delaware on September 27, 2006, and in connection therewith issued
100 shares of common stock to GT Solar Incorporated for an aggregate consideration of $100.00. This issuance was made without registration
under the Securities Act in reliance upon Section 4(2) thereof.

     (2) On September 28, 2006, the Registrant entered into the Agreement and Plan of Merger with Solar Incorporated (the "Operating
Company") and GT Solar Merger Corp., a newly formed wholly owned subsidiary of the Registrant, pursuant to which GT Solar Merger Corp.
was merged with and into the Operating Company, with the Operating Company continuing as the surviving corporation in the merger (the
"Reorganization Merger"). In the Reorganization Merger, each outstanding share of common stock of the Operating Company was converted
into one share of common stock of the Registrant, and each outstanding option to acquire a share of common stock of the Operating Company
was converted into an option to acquire one share of common stock of the Registrant. As a result of the Reorganization Merger, the Registrant
issued 8,370,000 shares of common stock. Immediately following, and as a result of, the Reorganization Merger, the Operating Company
became a wholly owned direct subsidiary of the Registrant, and the Registrant became a wholly-owned direct subsidiary of GT Solar Holdings,
LLC. This issuance was made without registration under the Securities Act in that the Reorganization Merger did not involve a "sale" of
securities for purposes of Section 2(3) of the Securities Act. To the extent that the Reorganization Merger was deemed to involve a "sale," such
sale was not subject to the registration requirements of the Securities Act under Section 4(2) thereof.

     (3) In July 2006, the Operating Company granted options to purchase 195,840 shares of its common stock to certain executives,
employees, directors and consultants. These option grants were made in the ordinary course of business and did not involve any cash payment
from the optionees. The grant of options did not involve a "sale" of securities for purposes of Section 2(3) of the Securities Act and were
otherwise made in reliance upon Rule 701 under the Securities Act. Following the

                                                                          II-2
Reorganization Merger, these options were converted into options exercisable for shares of the Registrant's common stock in accordance with
the terms of such options.

      (4) In December 2007 and January 2008, the Registrant granted options to purchase 187,331 shares of its common stock to certain
executives, employees, directors and consultants and 5,000 shares of restricted stock to one executive. The option grants were made in the
ordinary course of business and did not involve any cash payment from the optionees. The grant of options did not involve a "sale" of securities
for purposes of Section 2(3) of the Securities Act and were otherwise made in reliance upon Rule 701 under the Securities Act. The cash paid
for the restricted stock was equal to their par value of $0.01 per share. The issuance of restricted stock was made without registration under the
Securities Act in reliance upon Rule 701 thereof.

     (5) In June 2008, the Registrant granted restricted stock units representing 9,288 shares of its common stock to certain employees and
directors. The restricted stock unit grants were made in the ordinary course of business and did not involve any cash payment from the recipient
thereof. The issuance of restricted stock units was made without registration under the Securities Act in reliance upon Rule 701 thereof.

Item 16.    Exhibits and Financial Statement Schedules.

Exhibits.

     The attached Exhibit Index is incorporated by reference herein.

Financial Statement Schedules.

     All schedules for which provision is made in the applicable accounting regulations of the Commission are not required under the related
instructions, are inapplicable or not material, or the information called for thereby is otherwise included in the financial statements and
therefore has been omitted.

Item 17.    Undertakings.

      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

     The undersigned Registrant hereby undertakes that:

      (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared
effective.

     (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement

                                                                        II-3
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (3) For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C,
each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.

     (4) For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of
the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:

          A.
                  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to
                  Rule 424;

          B.
                  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
                  to by the undersigned registrant;

          C.
                  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
                  registrant or its securities provided by or on behalf of the undersigned registrant; and

          D.
                  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

      The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements
certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

                                                                         II-4
                                                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 5 to
registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Merrimack, State of New
Hampshire, on July 18, 2008.

                                                  GT SOLAR INTERNATIONAL, INC.

                                                  By:           /s/ EDWIN L. LEWIS

                                                  Name:         Edwin L. Lewis
                                                  Title:        Secretary

     Pursuant to the requirements of the Securities Act, this Amendment No. 5 to Registration Statement on Form S-1 has been signed by the
following persons in the capacities indicated on July 18, 2008.

Signature                                                                                            Title




                           *                                 President and Chief Executive Officer and Director

                                                             (principal executive officer)
Thomas M. Zarrella

                           *                                 Chief Financial Officer (principal financial officer)



Robert W. Woodbury, Jr

                           *                                 Vice President, Finance and Corporate Controller

                                                             (principal accounting officer)
Richard E. Johnson

                           *                                 Director



Ernest L. Godshalk

                           *                                 Director



Richard K. Landers

                           *                                 Director



J. Bradford Forth

                           *                                 Director



J. Michal Conaway

                           *                                 Director
Fusen E. Chen

*
       The undersigned by signing his name hereto, does sign and execute this Amendment No. 5 to Registration Statement on Form S-1
       pursuant to the Power of Attorney executed by the above-named officers and directors of GT Solar International, Inc. and filed with the
       Securities and Exchange Commission.


/s/ EDWIN L. LEWIS

Edwin L. Lewis
 Attorney-in-Fact

                                                                     II-5
                                                             EXHIBIT INDEX

Exhibit
Number                                              Description of Document

      1.1   Form of Underwriting Agreement.

      2.1   Agreement and Plan of Merger, dated December 8, 2005, by and among GT Solar Incorporated
            (formerly known as GT Equipment Technologies, Inc.), GT Solar Holdings, LLC, Glow Merger
            Corporation, OCM/GFI Power Opportunities Fund II, L.P. and OCM/GFI Power Opportunities
            Fund II (Cayman), L.P., and the stockholders party thereto.**

      2.2   Agreement and Plan of Merger, dated as of September 28, 2006, by and among, GT Solar
            Incorporated, GT Solar International, Inc. and GT Solar Merger Corp.**

      3.1   Certificate of Incorporation of the Registrant.**

      3.2   By-laws of the Registrant as adopted on September 28, 2006.**

      3.3   Form of Amended and Restated Certificate of Incorporation of the Registrant.**

      3.4   Form of Amended and Restated By-laws of the Registrant.

      4.1   Specimen Common Stock certificate.

      4.2   Senior Secured Promissory Note, dated December 30, 2005, by and among Glow Merger
            Corporation, OCM/GFI Power Opportunities Fund II, L.P. and OCM/GFI Power Opportunities
            Fund II (Cayman), L.P.**

      4.3   Senior Secured Exchangeable Promissory Note, dated April 1, 2006, by and among GT Solar
            Incorporated, OCM/GFI Power Opportunities Fund II, L.P., OCM/GFI Power Opportunities
            Fund II (Cayman), L.P., Kedar P. Gupta, Thomas M. Zarrella and each of the other Class A
            shareholders of GT Solar Holdings, LLC.**

      4.4   Amended and Restated GT Solar International, Inc. Employee Stockholders Agreement, dated as
            of July 1, 2008, by and among GT Solar International, Inc., GT Solar Holdings, LLC and each
            individual who executes a counterpart to the agreement as well as any other person who acquires
            shares of GT Solar International, Inc.'s common stock pursuant to the Second Amended and
            Restated GT Solar International, Inc. 2006 Stock Option Plan.**

      5.1   Opinion of Kirkland & Ellis LLP.*

    10.1    Loan and Security Agreement, dated April 20, 2007, by and among GT Solar International, Inc.,
            GT Solar Incorporated, GT Solar Holdings, LLC, GT Equipment Holdings, Inc., the financial
            institutions which are or which hereafter become a party hereto and Citizens Bank New
            Hampshire.**

    10.2    Registration Rights Agreement, dated as of December 30, 2005, by and among the Registrant and
            the persons on the signature pages thereto.**

    10.3    Employment Agreement, dated as of December 30, 2005, by and between GT Solar Incorporated
            and Thomas M. Zarrella.**

    10.4    Employment Agreement, dated as of December 30, 2005, by and between GT Solar Incorporated
            and Howard T. Smith.**

    10.5    Employment Agreement, dated as of December 30, 2005, by and between GT Solar Incorporated
            and Daniel F. Lyman.**

    10.6    Employment Agreement, dated as of April 12, 2006, and as amended on January 16, 2007, by and
            between GT Solar Incorporated and David W. Keck.**
10.7   Employment Agreement, dated as of June 1, 2006, by and between GT Solar Incorporated and
       Jeffrey J. Ford.**

10.8   Employment Agreement, dated as of December 30, 2005, by and between GT Solar Incorporated
       and Dr. Kedar P. Gupta.**
 10.9   Second Amended and Restated GT Solar International, Inc. 2006 Stock Option Plan, dated
        December 30, 2005, and amended July 7, 2006 and January 15, 2008.**

10.10   Confidentiality and Non-Competition Agreement, dated as of December 30, 2005, by and
        between GT Solar Incorporated and Thomas M. Zarrella.**

10.11   Confidentiality and Non-Competition Agreement, dated as of December 30, 2005, by and
        between GT Solar Incorporated and Howard T. Smith.**

10.12   Employee, Non-Competition, Non-Disclosure, Proprietary Information and Patent and Invention
        Assignment Agreement, dated as of December 30, 2005, by and between GT Solar Incorporated
        and Daniel F. Lyman.**

10.13   Employee, Non-Competition, Non-Disclosure, Proprietary Information and Patent and Invention
        Assignment Agreement, dated as of April 17, 2006, by and between GT Solar Incorporated and
        David W. Keck.**

10.14   Employee, Non-Competition, Non-Disclosure, Proprietary Information and Patent and Invention
        Assignment Agreement, dated as of June 1, 2006, by and between GT Solar Incorporated and
        Jeffrey J. Ford.**

10.15   Confidentiality and Non-Competition Agreement, dated as of December 30, 2005, by and
        between GT Solar Incorporated and Dr. Kedar P. Gupta.**

10.16   Retirement Agreement, dated as of November 21, 2006, by and between GT Solar Incorporated
        and Dr. Kedar P. Gupta.**

10.17   Form of Director Confidentiality Agreement.

10.18   Engineering Agreement, dated as of March 14, 2006, by and between GT Solar Incorporated and
        Poly Engineering, S.r.l.+**

10.19   Amendment to Employment Agreement, dated January 16, 2007, by and between GT Solar
        Incorporated and David W. Keck.**

10.20   Separation Agreement, dated as of October 5, 2007, by and between GT Solar Incorporated and
        Howard T. Smith.**

10.21   Employment Agreement, dated as of January 2, 2008, by and between the Registrant and
        Robert W. Woodbury, Jr.**

10.22   Employment Agreement, dated as of November 7, 2007, by and between the Registrant and
        Edwin L. Lewis.**

10.23   Employment Agreement, dated as of August 6, 2007, by and between the Registrant and
        John (Rick) Tattersfield.**

10.24   GT Solar Incorporated Management Incentive Program for Fiscal Year 2008.**

10.25   Form of Stock Option Agreement under the GT Solar International, Inc. 2006 Stock Option Plan,
        as amended.**

10.26   Restricted Stock Agreement, dated as of March 17, 2008, by and between the Registrant and
        Robert W. Woodbury.**

10.27   Letter Agreement, dated March 5, 2008 by and between the Registrant and John (Rick)
        Tattersfield.**

10.28   Letter Agreement, dated August 8, 2006, by and between the Registrant and Ernest L.
        Godshalk.**
10.29   Letter Agreement, dated April 4, 2007, by and between the Registrant and Ernest L. Godshalk.**
     10.30   Letter Agreement, dated May 9, 2008, by and between the Registrant and J. Michal Conaway.**

     10.31   Letter Agreement, dated May 9, 2008 by and between the Registrant and Fusen E. Chen.**

     10.32   Guaranty, dated as of April 1, 2006, by GT Solar Holdings, LLC and GT Equipment Holdings,
             Inc. of Senior Secured Exchangeable Promissory Note.**

     10.33   GT Solar Holdings, LLC Limited Liability Company Agreement, dated as of December 30,
             2005.**

     10.34   Form of 2008 Equity Incentive Plan.**

     10.35   Letter Agreement, dated April 17, 2007, by and between GT Solar Incorporated and Howard T.
             Smith.**

     10.36   Form of July 2006 Stock Option Agreement under the GT Solar International, Inc. 2006 Stock
             Option Plan, as amended.**

     10.37   Letter Agreement, dated October 13, 2006 by and between GT Solar Incorporated (formerly
             known as GT Equipment Technologies, Inc.) and Daniel Lyman.**

     10.38   Commitment Letter, dated as of June 28, 2008, by and among the Registrant, Bank of
             America, N.A., Credit Suisse, Cayman Islands Branch, UBS Loan Finance LLC and Banc of
             America Securities LLC.**

     10.39   Commitment Letter, dated as of June 28, 2008, by and among the Registrant, Bank of
             America, N.A., Credit Suisse, Cayman Islands Branch and Banc of America Securities LLC.**

     10.40   Amended and Restated Registration Rights Agreement, dated as of July 1, 2008, among the
             Registrant and the persons on the signature page thereto.**

     10.41   Form of Director Restricted Stock Unit Agreement.

     10.42   Form of Director Proprietary Rights and Confidentiality Agreement.

     10.43   Employee, Non-Competition, Non-Disclosure, Proprietary Information and Patent and Invention
             Assignment Agreement, dated as of January 7, 2008, by and between GT Solar Incorporated and
             Robert W. Woodbury, Jr.

      21.1   Subsidiaries of the Registrant.**

      23.1   Consent of Ernst & Young LLP.**

      23.2   Consent of Kirkland & Ellis LLP (included in Exhibit 5.1*).

      24.1   Power of Attorney (included in signature page to Amendment No. 2).**

      24.2   Power of Attorney—J. Michal Conaway.**

      24.3   Power of Attorney—Fusen E. Chen.**

      24.4   Power of Attorney—Richard E. Johnson.**


*
      To be filed by amendment.
**
      Previously filed.
+
      Certain confidential portions have been omitted pursuant to a confidential treatment request filed separately with the Securities and
      Exchange Commission.
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 PART II INFORMATION NOT REQUIRED IN PROSPECTUS
 SIGNATURES
 EXHIBIT INDEX
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                                                                                                                                      Exhibit 1.1

                                                          [Insert Number of Shares]

                                                         GT Solar International, Inc.

                                                                Common Stock

                                                      UNDERWRITING AGREEMENT

                                                                                                                          [               ], 2008

CREDIT SUISSE SECURITIES (USA) LLC,
UBS SECURITIES LLC
As Representatives of the Several Underwriters,
  c/o Credit Suisse Securities (USA) LLC,
   Eleven Madison Avenue,
     New York, NY 10010-3629

Dear Sirs:

     1. Introductory. GT Solar Holdings, LLC, a Delaware limited liability company (the " Selling Stockholder "), proposes to
sell                       outstanding shares (" Firm Securities ") of the common stock, $0.01 par value per share (" Securities ") of GT Solar
International, Inc., a Delaware corporation (" Company "), to the several Underwriters named in Schedule A hereto (the " Underwriter s").
The Selling Stockholder agrees to sell to the Underwriters, at the option of the Underwriters, not more than                      additional
outstanding shares (" Optional Securities ") of the Company's Securities as set forth below. The Firm Securities and the Optional Securities
are herein collectively called the " Offered Securities ".

     2. Representations and Warranties of the Company and the Selling Stockholder.          (a) The Company represents and warrants to, and
agrees with, the several Underwriters and the Selling Stockholder that:

          (i) Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a
     registration statement on Form S-1 (No. 333-142383) covering the registration of the Offered Securities under the Act, including a related
     preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the
     Commission, including all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a
     part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded
     or modified, shall be referred to as the " Initial Registration Statement ". The Company may also have filed, or may file with the
     Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b)
     registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement
     incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been
     superseded or modified, shall be referred to as the " Additional Registration Statement ".

          As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the
     Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the
     Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered
     under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement.
     For purposes of this Agreement:

    " 430A Information ", with respect to any registration statement, means information included in a prospectus and retroactively
deemed to be a part of such registration statement pursuant to Rule 430A(b).

     " 430C Information ", with respect to any registration statement, means information included in a prospectus then deemed to be a
part of such registration statement pursuant to Rule 430C.

     " Act " means the Securities Act of 1933, as amended.

     " Applicable Time " means      :00 [a/p]m (Eastern time) on the date of this Agreement.

     " Closing Date" has the meaning defined in Section 3 hereof.

     " Commission " means the Securities and Exchange Commission.

     " Effective Time " with respect to the Initial Registration Statement or, if filed prior to the execution and delivery of this Agreement,
the Additional Registration Statement means the date and time as of which such Registration Statement was declared effective by the
Commission or has become effective upon filing pursuant to Rule 462(c). If an Additional Registration Statement has not been filed prior
to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, " Effective
Time " with respect to such Additional Registration Statement means the date and time as of which such Registration Statement is filed
and becomes effective pursuant to Rule 462(b).

     " Exchange Act " means the Securities Exchange Act of 1934, as amended.

    " Final Prospectus " means the Statutory Prospectus that discloses the public offering price, other 430A Information and other final
terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act.

     " General Use Issuer Free Writing Prospectus " means any Issuer Free Writing Prospectus that is intended for general distribution
to prospective investors, as evidenced by its being so specified in Schedule B to this Agreement.

    " Issuer Free Writing Prospectus " means any "issuer free writing prospectus," as defined in Rule 433, relating to the Offered
Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the
Company's records pursuant to Rule 433(g).

     " Limited Use Issuer Free Writing Prospectus " means any Issuer Free Writing Prospectus that is not a General Use Issuer Free
Writing Prospectus.

     The Initial Registration Statement and the Additional Registration Statement are referred to collectively as the " Registration
Statements " and individually as a " Registration Statement ". A " Registration Statement " with reference to a particular time means
the Initial Registration Statement and any Additional Registration Statement as of such time. A " Registration Statement " without
reference to a time means such Registration Statement as of its Effective Time. For purposes of the foregoing definitions, 430A
Information with respect to a Registration Statement shall be considered to be included in such Registration Statement as of the time
specified in Rule 430A.

     " Rules and Regulations " means the rules and regulations of the Commission.

    " Securities Laws " means, collectively, the Sarbanes-Oxley Act of 2002 (" Sarbanes-Oxley "), the Act, the Exchange Act, the
Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of "issuers" (as defined in
Sarbanes-Oxley) promulgated or

                                                                    2
approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the New York Stock Exchange and the
NASDAQ Market (" Exchange Rules ").

     " Statutory Prospectus " with reference to a particular time means the prospectus included in a Registration Statement immediately
prior to that time, including any document incorporated by reference therein and any 430A Information or 430C Information with respect
to such Registration Statement. For purposes of the foregoing definition, 430A Information shall be considered to be included in the
Statutory Prospectus as of the actual time that form of prospectus is filed with the Commission pursuant to Rule 424(b) or Rule 462(c) and
not retroactively.

     Unless otherwise specified, a reference to a "rule" is to the indicated rule under the Act.

     (ii) Compliance with Securities Act Requirements. (i) (A) At their respective Effective Times, (B) on the date of this Agreement
and (C) on each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and
will conform in all material respects to the requirements of the Act and (ii) on its date, at the time of filing of the Final Prospectus pursuant
to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final
Prospectus is included, and on each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act
and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or
omissions from any such document based upon written information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in
Section 8(c) hereof.

     (iii) Ineligible Issuer Status. (i) At the time of the initial filing of the Initial Registration statement and (ii) at the date of this
Agreement, the Company was not and is not an "ineligible issuer," as defined in Rule 405, including (x) the Company or any other
subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a
judicial or administrative decree or order as described in Rule 405 and (y) the Company in the preceding three years not having been the
subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding
under Section 8 of the Act and not being the subject of a proceeding under Section 8A of the Act in connection with the offering of the
Offered Securities, all as described in Rule 405.

      (iv) General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es)
issued at or prior to the Applicable Time and the preliminary prospectus, dated July 7, 2008 (which is the most recent Statutory Prospectus
distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General
Disclosure Package, all considered together (collectively, the " General Disclosure Package "), nor (ii) any individual Limited Use Issuer
Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact
or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any
Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter
through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any
Underwriter consists of the information described as such in Section 8(c) hereof.

     (v) Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times
through the completion of the public offer and sale of the Offered Securities or until any earlier date that the Company notified or notifies
the Representatives as

                                                                     3
described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the
information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there
occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the
information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished
immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly
amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement
or omission.

     (vi) Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the
laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the
General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification except where the absence
of such qualification would not result in a current or future material adverse effect on the condition (financial or otherwise), results of
operations, business or properties of the Company and its subsidiaries taken as a whole ("Material Adverse Effect").

     (vii) Subsidiaries. Each subsidiary of the Company has been duly incorporated and is existing and in good standing under the
laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business
as described in the General Disclosure Package; and each subsidiary of the Company is duly qualified to do business as a foreign
corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires
such qualification except where the absence of such qualification would not result in a Material Adverse Effect; all of the issued and
outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and
nonassessable; and the capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens,
encumbrances and defects (other than as disclosed in the General Disclosure Package).

     (viii) Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been
duly authorized; the authorized and outstanding equity capitalization of the Company is as set forth in the General Disclosure Package; all
outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance
with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will
conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final
Prospectus; the stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding
shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.

    (ix) No Finder's Fee. Except as disclosed in the General Disclosure Package, there are no contracts, agreements or
understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a
brokerage commission, finder's fee or other like payment in connection with this offering.

    (x) Registration Rights. Except as disclosed in the General Disclosure Package, there are no contracts, agreements or
understandings between the Company and any person granting such

                                                                   4
person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned
or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to a Registration
Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act.
(collectively, "registration rights"), and any person to whom the Company has granted registration rights has agreed not to exercise such
rights until after the expiration of the Lock-Up Period referred to in Section 5(l) hereof.

     (xi)   Listing.   The Offered Securities have been approved for listing on the NASDAQ Global Market, subject to notice of
issuance.

     (xii) Absence of Further Requirements. No consent, approval, authorization, or order of, or filing or registration with, any
person (including any governmental agency or body or any court) is required to be obtained or made by the Company for the
consummation of the transactions contemplated by this Agreement in connection with the sale of the Offered Securities, except such as
have been obtained, or made and such as may be required under state securities laws.

      (xiii) Title to Property. Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have good and
marketable title to all real properties and good title to all other properties and assets owned by them, in each case free from liens, charge,
defects, and encumbrances, except where the failure to have such title or the existence of any lien, charge, defect or encumbrance would
not, individually or in the aggregate, result in a Material Adverse Effect, and except as disclosed in the General Disclosure Package, the
Company and its subsidiaries hold all necessary and material leased real or personal property under valid and enforceable (subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditor's rights generally or by general
equitable principles) leases with no terms or provisions that would materially interfere with the use made or to be made thereof by them.

      (xiv) Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this
Agreement will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment
Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of
the Company or any of its subsidiaries pursuant to, (A) the charter or by-laws of the Company or any of its subsidiaries, (B) any statute,
rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or
any of its subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its
subsidiaries is subject; a " Debt Repayment Triggering Event " means any event or condition that gives, or with the giving of notice or
lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder's
behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its
subsidiaries, except in the case of clause (C) for breaches, violations or defaults or impositions of liens, charges or encumbrances that,
individually or in the aggregate, would not result in a Material Adverse Effect.

      (xv) Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its respective
charter or by-laws or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement,
covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them
is a party or by which any of them is bound or to which any of

                                                                    5
the properties of any of them is subject, except such defaults that would not, individually or in the aggregate, result in a Material Adverse
Effect.

     (xvi)    Authorization of Agreement.       This Agreement has been duly authorized, executed and delivered by the Company.

      (xvii) Possession of Licenses and Permits. The Company and its subsidiaries possess, and are in compliance with the terms of,
all certificates, authorizations, franchises, licenses and permits (" Licenses ") necessary and material to the conduct of the business now
conducted or proposed in the General Disclosure Package to be conducted by them and have not received any notice of proceedings
relating to the revocation or modification of any Licenses that, if determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a Material Adverse Effect.

     (xviii) Absence of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to
the knowledge of the Company, has been threatened, except any such dispute which would not have a Material Adverse Effect.

     (xix) Possession of Intellectual Property. The Company and its subsidiaries own, possess or can acquire on reasonable terms,
trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how
and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, "
Intellectual Property Rights ") necessary or material to the conduct of the business now conducted or proposed in the General Disclosure
Package to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the
aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package (i) there are no rights of third parties to
any of the Intellectual Property Rights owned by the Company or its subsidiaries, other than licenses granted to customers, suppliers and
contractors of the Company in the ordinary course of business; (ii) there is no infringement, misappropriation, breach, default or other
violation, or, to the knowledge of the Company, the occurrence of any event that with notice or the passage of time would constitute any
of the foregoing, by the Company or its subsidiaries of any Intellectual Property Rights; (iii) there is no pending or, to the knowledge of
the Company, threatened action, suit, proceeding or claim by others challenging the Company's or any subsidiary's rights in or to, or the
violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a
reasonable basis for any such claim; (iv) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or
claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of
any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the knowledge of the Company,
threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates
or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which
would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company or its
subsidiaries in their businesses has been obtained or is being used by the Company or its subsidiaries in violation of any contractual
obligation binding on the Company, any of its subsidiaries in violation of the rights of any persons, except in each case covered by
clauses (i)—(vi) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate,
have a Material Adverse Effect.

     (xx) Environmental Laws. Except as disclosed in the General Disclosure Package, (a)(i) neither the Company nor any of its
subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code,
other requirement or rule of law (including common law), or decision or order of any domestic or foreign

                                                                      6
governmental agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge,
disposal or release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to
health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, "
Environmental Laws "), (ii) neither the Company nor any of its subsidiaries owns or operates any real property contaminated with
Hazardous Substances, (iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation,
remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its
subsidiaries is liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal
site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or
person relating to Environmental Laws or Hazardous Substances, and (vi) the Company and its subsidiaries have received and are in
compliance with all permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental
Laws to conduct their respective businesses, except in each case covered by clauses (i)—(vi) such as would not individually or in the
aggregate have a Material Adverse Effect; (b) to the knowledge of the Company there are no facts or circumstances that would reasonably
be expected to result in a violation of, liability under, or claim pursuant to any Environmental Law that would have a Material Adverse
Effect; (c) to the knowledge of the Company there are no requirements proposed for adoption or implementation under any Environmental
Law that would reasonably be expected to have a Material Adverse Effect; and (d) the Company has reasonably concluded that such
Environmental Laws will not, singly or in the aggregate, have a Material Adverse Effect. For purposes of this subsection " Hazardous
Substances " means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials,
asbestos-containing materials, polychlorinated biphenyls and mold, and (B) any other chemical, material or substance defined or regulated
as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws.

     (xxi) Accurate Disclosure. The statements in the General Disclosure Package and the Final Prospectus under the headings
"Business—Legal Proceedings", "Description of Capital Stock", "Business—Intellectual Property" and "Material U.S. Federal Income and
Estate Tax Considerations" insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein,
are accurate and fair summaries of such legal matters, agreements, documents or proceedings.

     (xxii) Absence of Manipulation. The Company has not taken, directly or indirectly, any action that is designed to or that has
constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Offered Securities.

     (xxiii) Statistical and Market-Related Data. Any third-party statistical and market-related data included in a Registration
Statement, a Statutory Prospectus or the General Disclosure Package are based on or derived from sources that the Company believes to
be reliable and accurate.

     (xxiv) Internal Controls and Compliance with the Sarbanes-Oxley Act. Except as set forth in the General Disclosure Package,
the Company, its subsidiaries and the Company's Board of Directors (the " Board ") are in compliance with all applicable provisions of
Sarbanes-Oxley and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to,
disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance
controls (collectively, " Internal Controls ") that are sufficient to provide reasonable assurances that (i) transactions are executed in
accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to

                                                                    7
permit preparation of financial statements in conformity with U.S. General Accepted Accounting Principles and to maintain accountability
for assets, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any
differences. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit
Committee (the " Audit Committee ") of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure
Package, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the
Company does not expect to, and is not aware of any event which could reasonably be expected to lead the Company to, publicly disclose
or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving
management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities
Laws, or any matter related to Internal Controls which, if determined adversely, would have a Material Adverse Effect.

     (xxv) Litigation. Except as disclosed in the General Disclosure Package, there are no pending actions, suits or proceedings
(including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) against or affecting the
Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of
the Company to perform its obligations under this Agreement; and no such actions, suits or proceedings (including any inquiries or
investigations by any court or governmental agency or body, domestic or foreign) are, to the Company's knowledge, threatened or
contemplated.

     (xxvi) Financial Statements. The financial statements included in each Registration Statement and the General Disclosure
Package, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its
consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial
statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent
basis and the schedules included in each Registration Statement present fairly in all material respects the information required to be stated
therein.

      (xxvii) No Material Adverse Change in Business. Except as disclosed in the General Disclosure Package, since the end of the
period covered by the latest audited financial statements included in the General Disclosure Package (i) there has been no change, nor any
development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, properties
or prospects of the Company and its subsidiaries, taken as a whole, that is material and adverse, (ii) except as disclosed in or contemplated
by the General Disclosure Package, there has been no dividend or distribution of any kind declared, paid or made by the Company on any
class of its capital stock and (iii) except as disclosed in or contemplated by the General Disclosure Package, there has been no material
adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and
its subsidiaries.

    (xxviii) Investment Company Act.         The Company is not an "investment company" as defined in the Investment Company Act of
1940 (the " Investment Company Act ").

     (xxix) Foreign Corrupt Practices Act. Each of the Company, its subsidiaries and its affiliates under its control and, to the
knowledge of the Company, their respective officers, directors, agents, or employees and its affiliates not under its control, has not
violated, its participation in the offering will not violate, and it has instituted and maintains policies and procedures designed to

                                                                   8
ensure continued compliance with anti-bribery laws, including but not limited to, any applicable law, rule, or regulation of any locality,
including but not limited to any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of
Foreign Public Officials in International Business Transactions, signed December 17, 1997, including the U.S. Foreign Corrupt Practices
Act of 1977 or any other law, rule or regulation of similar purpose and scope.

     (xxx) Money Laundering Laws. The operations of the Company, its subsidiaries and its affiliates under its control are and have
been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Currency
and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the " Money Laundering Laws "); and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator or non-governmental authority involving the Company, its subsidiaries or its affiliates under its control
with respect to the Money Laundering Laws is pending or, to the Company's knowledge, threatened.

      (xxxi) Sanctions. None of the Company, its subsidiaries or its affiliates under its control and, to the knowledge of the Company,
their respective officers, directors, agents, or employees and its affiliates not under its control is currently subject to any U.S. sanctions
administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

      (xxxii) Taxes. The Company and its subsidiaries have filed all federal, state, local and non-U.S. tax returns that are required to
be filed or have requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect);
and, except as set forth in the General Disclosure Package, the Company and its subsidiaries have paid all taxes (including any
assessments, fines or penalties) required to be paid by them, except for any such taxes, assessments, fines or penalties currently being
contested in good faith or as would not, individually or in the aggregate, have a Material Adverse Effect.

      (xxxiii) Insurance. The Company and its subsidiaries are insured by insurers with appropriately rated claims paying abilities
against such losses and risks and in such amounts as are prudent and customary for the businesses in which they are engaged; all policies
of insurance insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are, to
the Company's knowledge, in full force and effect; the Company and its subsidiaries are in compliance with the terms of such policies and
instruments in all material respects; and there are no claims by the Company or any of its subsidiaries under any such policy or instrument
as to which any insurance company is denying liability or defending under a reservation of rights clause; neither the Company nor any
such subsidiary has been refused any insurance coverage sought or applied for; neither the Company nor any such subsidiary has any
reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar
coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except
as set forth in or contemplated in the General Disclosure Package; and the Company will obtain directors' and officer's insurance in such
amounts as is customary for an initial public offering.

(b) The Selling Stockholder represents and warrants to, and agrees with, the several Underwriters that:

     (i) Title to Securities. The Selling Stockholder has and on each Closing Date hereinafter mentioned will have valid and
unencumbered title to the Offered Securities to be delivered by the Selling Stockholder on such Closing Date and the legal right, power
and authority to enter into this Agreement and to sell, assign, transfer and deliver the Offered Securities to be delivered by

                                                                   9
the Selling Stockholder on such Closing Date hereunder; and upon the delivery of and payment for the Offered Securities on each Closing
Date hereunder the several Underwriters will acquire valid and unencumbered title to the Offered Securities to be delivered by the Selling
Stockholder on such Closing Date.

     (ii) Absence of Further Requirements. No consent, approval, authorization or order of, or filing with, any person (including any
governmental agency or body or any court) is required to be obtained or made by the Selling Stockholder for the consummation of the
transactions contemplated by this Agreement in connection with the offering and sale of the Offered Securities sold by the Selling
Stockholder, except such as have been obtained and made under the Act and such as may be required under state securities laws;

     (iii) Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement
and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of,
or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Selling
Stockholder pursuant to, (A) any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction
over the Selling Stockholder or any of their properties, (B) any agreement or instrument to which the Selling Stockholder is a party or by
which the Selling Stockholder is bound or to which any of the properties of the Selling Stockholder is subject or (C) the charter or by-laws
of the Selling Stockholder that is a corporation or the constituent documents of the Selling Stockholder that is not a natural person or a
corporation; except in the case of (B) as would not, individually or in the aggregate, result in an adverse effect on the performance of the
Selling Stockholder of this Agreement, adversely affect the Selling Stockholder's ability to perform its obligations hereunder or impair the
validity or enforceability hereof;

      (iv) Compliance with Securities Act Requirements. (i) (A) At their respective Effective Times, (B) on the date of this
Agreement and (C) on each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) will
not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such
filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each
Closing Date, the Final Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading. The preceding sentence applies only to the extent that any
statements in or omissions from a Registration Statement, the Final Prospectus, any Statutory Prospectus or any amendments or
supplements thereto are based on written information relating to a Selling Stockholder furnished to the Company by the Selling
Stockholder expressly for use therein.

    (v) No Undisclosed Material Information. The sale of the Offered Securities by the Selling Stockholder pursuant to this
Agreement is not prompted by any material information concerning the Company or any of its subsidiaries that is not set forth in the
General Disclosure Package.

     (vi)   Authorization of Agreement.     This Agreement has been duly authorized, executed and delivered by the Selling Stockholder.

    (vii) No Finder's Fee. Except as disclosed in the General Disclosure Package, there are no contracts, agreements or
understandings between the Selling Stockholder and any person that would give rise to a valid claim against the Selling Stockholder or
any Underwriter for a brokerage commission, finder's fee or other like payment in connection with this offering.

                                                                  10
           (viii) Absence of Manipulation. The Selling Stockholder has not taken, directly or indirectly, any action that is designed to or
     that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security
     of the Company to facilitate the sale or resale of the Offered Securities.

      3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to
the terms and conditions set forth herein, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Selling Stockholder, at a purchase price of $               per share, the number of Firm Securities opposite
the name of such Underwriter in Schedule A hereto.

      The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several
Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by
official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order
of                        in the case of shares of Firm Securities and in the case of shares of Firm Securities, at the office
of                        , at     A.M., New York time, on                     , 2008, or at such other time not later than seven full business days
thereafter as the Representatives and the Company determine, such time being herein referred to as the " First Closing Date ". For purposes of
Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be
the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm
Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of                           at
least 24 hours prior to the First Closing Date.

     In addition, upon written notice from the Representatives given to the Company and the Selling Stockholder from time to time not more
than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the
purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares
of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such
Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number
of Firm Securities set forth opposite such Underwriter's name bears to the total number of Firm Securities (subject to adjustment by the
Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in
connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have
been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from
time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the
Company and the Selling Stockholder.

      Each time for the delivery of and payment for the Optional Securities, being herein referred to as an " Optional Closing Date ", which
may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a " Closing Date
"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase
Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or
as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against
payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank
acceptable to the Representatives drawn to the order of                          in the case of Optional Securities and in the case of Optional
Securities, at the above office of                      . The Optional Securities being purchased on each Optional

                                                                         11
Closing Date or evidence of their issuance will be made available for checking at the above office of                       at a reasonable time
in advance of such Optional Closing Date.

     4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Offered Securities for sale to the
public as set forth in the Final Prospectus.

     5. Certain Agreements of the Company and the Selling Stockholder.          The Company agrees with the several Underwriters and the
Selling Stockholder that:

          (a) Additional Filings. Unless filed pursuant to Rule 462(c) as part of the Additional Registration Statement in accordance with
     the next sentence, the Company will file the Final Prospectus, in a form approved by the Representatives, with the Commission pursuant
     to and in accordance with subparagraph (1) (or, if applicable and if consented to by the Representatives (which consent shall not be
     unreasonably delayed or withheld), subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the
     execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Time of the Initial Registration Statement.
     The Company will advise the Representatives promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence to the
     Representatives of such timely filing. If an Additional Registration Statement is necessary to register a portion of the Offered Securities
     under the Act but the Effective Time thereof has not occurred as of the execution and delivery of this Agreement, the Company will file
     the additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in
     accordance with Rule 462(b) on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time
     the Final Prospectus is finalized and distributed to any Underwriter, or will make such filing at such later date as shall have been
     consented to by the Representatives.

          (b) Filing of Amendments: Response to Commission Requests. The Company will promptly advise the Representatives of any
     proposal to amend or supplement at any time the Initial Registration Statement, any Additional Registration Statement or any Statutory
     Prospectus and will not effect such amendment or supplementation without the Representatives' consent; and the Company will also
     advise the Representatives promptly of (i) the effectiveness of any Additional Registration Statement (if its Effective Time is subsequent
     to the execution and delivery of this Agreement), (ii) any amendment or supplementation of a Registration Statement or any Statutory
     Prospectus, (iii) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any
     Statutory Prospectus or for any additional information, (iv) the institution by the Commission of any stop order proceedings in respect of a
     Registration Statement or the threatening of any proceeding for that purpose, and (v) the receipt by the Company of any notification with
     respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any
     proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of
     any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.

            (c) Continued Compliance with Securities Laws. If, at any time when a prospectus relating to the Offered Securities is (or but
     for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, any event occurs as a result
     of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any
     material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if
     it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company
     will promptly notify the Representatives of such event and will promptly prepare and file with the Commission and furnish, at its own
     expense, to the Underwriters and the dealers and any other dealers upon request of the Representatives, an amendment or supplement
     which will

                                                                       12
correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives' consent to, nor the
Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7
hereof.

     (d) Rule 158. As soon as practicable, but not later than the Availability Date (as defined below), the Company will make
generally available to its security holders an earnings statement covering a period of at least 12 months beginning after the Effective Date
of the Initial Registration Statement (or, if later, the Effective Time of the Additional Registration Statement) which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act. For the purpose of the preceding sentence, " Availability Date " means
the day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Time on which the Company is
required to file its Form 10-Q for such fiscal quarter except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal
year, "Availability Date" means the day after the end of such fourth fiscal quarter on which the Company is required to file its Form 10-K.

     (e) Furnishing of Prospectuses. The Company will furnish to the Representatives four copies of each Registration Statement
(two of which will be photocopies of such signed Registration Statement and will include all exhibits), each related Statutory Prospectus,
and, so long as a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered
under the Act, the Final Prospectus and all amendments and supplements to such documents, in each case in such quantities as the
Representatives reasonably request. The Final Prospectus shall be so furnished on or prior to 10:00 P.M., New York time, on the business
day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The
Company will pay the expenses of printing and distributing to the Underwriters all such documents.

      (f) Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of
such jurisdictions as the Representatives reasonably request and will continue such qualifications in effect so long as required for the
distribution; provided, however that the Company shall not be required to qualify to do business, consent to service of process or become
subject to taxation in any jurisdiction in which it has not already done so.

       (g) Reporting Requirements. During the period of 3 years hereafter, the Company will furnish, upon request, to the
Representatives and to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to
stockholders for such year to the extent such a report is prepared and mailed to Stockholders for such year; and the Company will furnish
to the Representatives upon request (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed
with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other information concerning the
Company as the Representatives may reasonably request subject to the execution of a customary confidentiality agreement (with respect to
non-public information). However, so long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d)
of the Exchange Act and files reports with the Commission on its Electronic Data Gathering, Analysis and Retrieval system (" EDGAR
"), it will not be required to furnish such reports or statements to the Underwriters.

      (h) Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident
to the performance of the obligations of the Company under this Agreement, including but not limited to any filing fees and other
expenses (including the fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered
Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda
relating thereto, costs and expenses related to the review by the Financial Industry Regulatory Authority of the Offered

                                                                   13
Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), costs and expenses
relating to investor presentations or any "road show" in connection with the offering and sale of the Offered Securities including, without
limitation, any travel expenses of the Company's officers and employees (and not the Representatives) and any other expenses of the
Company including the 50% of the cost of chartering of airplanes on which employees of the Company and the Underwriters are
passengers, fees and expenses incident to listing the Offered Securities on the New York Stock Exchange, American Stock Exchange,
NASDAQ Market and other national and foreign exchanges, fees and expenses in connection with the registration of the Offered
Securities under the Exchange Act, any transfer taxes on the sale by the Selling Stockholder of the Offered Securities to the Underwriters
and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements
thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to
investors or prospective investors.

      (i) Absence of Manipulation. The Company and the Selling Stockholder will not take, directly or indirectly, any action designed
to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any
securities of the Company to facilitate the sale or resale of the Offered Securities.

      (j) Restriction on Sale of Securities by Company. For the period specified below (the " Lock-Up Period "), the Company will
not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable
or exercisable for any of its Securities (" Lock-Up Securities "): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of
Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up
Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of
ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in
Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under
the Act relating to Lock-Up Securities other than a Form S-8 with respect to securities described in clause (B) below, or publicly disclose
the intention to take any such action, without the prior written consent of the Representatives, except for (A) the issuance of Lock-Up
Securities pursuant to the exercise of any stock options outstanding on the date hereof, (B) the issuance of any stock option or other equity
security to any employee, director or officer under any employee benefit plan existing on the date hereof and as described in the General
Disclosure Package and the Prospectus or (C) the issuance of Lock-Up Securities in connection with the Company's or any of its
subsidiaries' acquisition of, or merger or consolidation with, any other corporation or business entity; provided that in the case of
clause (C), that such issuance shall not be greater than 10% of the Securities outstanding on the date of such issuance and the recipients of
such Lock-Up Securities agree to be bound by a lockup letter in the form executed by directors, officers and the Selling Stockholder
pursuant to Section 7(i) hereof. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date
hereof or such earlier date that the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial
Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to
the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period
beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the
18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as
applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives with notice of any
announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

                                                                    14
     6. Free Writing Prospectuses. The Company and Selling Stockholder represent and agree that, unless they obtain the prior consent
of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the
Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing
Prospectus, or that would otherwise constitute a "free writing prospectus," as defined in Rule 405, required to be filed with the Commission.
Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a " Permitted Free
Writing Prospectus ." The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an
"issuer free writing prospectus," as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433
applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The
Company represents that is has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the
Commission any electronic road show.

     7. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm
Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy
of the representations and warranties of the Company and the Selling Stockholder herein (as though made on such Closing Date), to the
accuracy of the statements of Company officers made in any certificates delivered pursuant to the provisions hereof, to the performance by the
Company and the Selling Stockholder of their respective obligations hereunder and to the following additional conditions precedent:

          (a) Accountants' Comfort Letter. The Representatives shall have received letters, dated, respectively, the date hereof and each
     Closing Date, of Ernst & Young LLP confirming that they are a registered public accounting firm and independent public accountants
     within the meaning of the Securities Laws and substantially in the form of Schedule C hereto (except that, in any letter dated a Closing
     Date, the specified date referred to in Schedule C hereto shall be a date no more than three days prior to such Closing Date).

          (b) Effectiveness of Registration Statement. If the Effective Time of the Additional Registration Statement (if any) is not prior
     to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on
     the date of this Agreement or, if earlier, the time the Final Prospectus is finalized and distributed to any Underwriter, or shall have
     occurred at such later time as shall have been consented to by the Representatives. The Final Prospectus shall have been filed with the
     Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to such Closing Date, no stop order suspending
     the effectiveness of a Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to
     the knowledge of the Company or the Representatives, contemplated by the Commission.

           (c) No Material Adverse Change. Subsequent to the execution and delivery of this Agreement, there shall not have occurred
     (i) any change, or any development or event involving a prospective change, in the condition (financial or otherwise), results of
     operations, business, properties or prospects of the Company and its subsidiaries taken as a whole which, in the judgment of the
     Representatives, is material and adverse and makes it impractical or inadvisable to market the Offered Securities; (ii) any change in U.S.
     or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which is such as
     to make it, in the judgment of the Representatives, impractical to market or to enforce contracts for the sale of the Offered Securities,
     whether in the primary market or in respect of dealings in the secondary market; (iii) any suspension or material limitation of trading in
     securities generally on the Nasdaq Global Market, or any setting of minimum or maximum prices for trading on such exchange; (iv) or
     any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking
     moratorium declared by any U.S. federal or New

                                                                       15
     York authorities; (vi) any major disruption of settlements of securities, payment or clearance services in the United States or (vii) any
     attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any
     other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak,
     escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable market the Offered Securities or to
     enforce contracts for the sale of the Offered Securities.

          (d) Opinion of Counsel for the Company. The Representatives shall have received an opinion, dated such Closing Date, of
     Kirkland & Ellis LLP, counsel for the Company in the form attached hereto as Exhibit A-1.

          (e) Opinion of General Counsel of the Company. The Representatives shall have received an opinion, dated such Closing Date,
     of Edwin L. Lewis, General Counsel of the Company, in the form attached hereto as Exhibit A-2.

          (f) Opinion of Counsel for Selling Stockholder. The Representatives shall have received an opinion, dated such Closing Date, of
     Kirkland & Ellis LLP, counsel for the Selling Stockholder, in the form attached hereto as Exhibit A-3.

          (g) Opinion of Counsel for Underwriters. The Representatives shall have received from Davis Polk & Wardwell, counsel for
     the Underwriters, such opinion or opinions, dated such Closing Date, with respect to such matters as the Representatives may require, and
     the Selling Stockholder and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling
     them to pass upon such matters.

           (h) Officer's Certificate. The Representatives shall have received a certificate, dated such Closing Date, of an executive officer
     of the Company and a principal financial or accounting officer of the Company in which such officers shall state that in their capacities as
     officers of the Company: the representations and warranties of the Company in this Agreement are true and correct; the Company has
     complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing
     Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have
     been instituted or, to the best of their knowledge, are contemplated by the Commission; the Additional Registration Statement (if any)
     satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the
     applicable filing fee in accordance with Rule 111(a) or (b) under the Act of the Commission; and, subsequent to the date of the most
     recent financial statements in the General Disclosure Package, there has been no material adverse change, nor any development or event
     involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, business, properties or
     prospects of the Company and its subsidiaries taken as a whole except as set forth in the General Disclosure Package or as described in
     such certificate.

         (i) Lock-Up Agreements. On or prior to the date hereof, the Representatives shall have received lockup letters from all of the
     executive officers and directors of the Company and the Selling Stockholder.

          (j) To avoid a 28% backup withholding tax the Selling Stockholder will deliver to the Representatives a properly completed and
     executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department
     regulations in lieu thereof).

The Selling Stockholder or the Company, as the case may be, will furnish the Representatives with such conformed copies of such opinions,
certificates, letters and documents as the Representatives reasonably request. The Representatives may in their sole discretion waive on behalf
of the

                                                                        16
Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of an Optional Closing Date
or otherwise.

      8. Indemnification and Contribution. (a) Indemnification of Underwriters by Company. The Company will indemnify and hold
harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any who controls such
Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each an " Indemnified Party "), against any and
all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange
Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any
Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or
arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or
proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with
the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and
agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below.

          (b) Indemnification of Underwriters by Selling Stockholder. The Selling Stockholder will indemnify and hold harmless each
     Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such
     Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an "Indemnified Party"), against any
     and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the
     Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in
     any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free
     Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or
     necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses
     reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability,
     action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or
     commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided,
     however, that the Selling Stockholder shall be liable only to the extent that the untrue statement or alleged untrue statement or omission or
     alleged omission was made in any Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing
     Prospectus in reliance upon and in conformity with information relating to the Selling Stockholder furnished to the Company by or on
     behalf of the Selling Stockholder expressly for use therein; and provided, further, that the liability under this subsection of the Selling
     Stockholder shall be limited to an amount equal to the aggregate net proceeds after underwriting commissions and discounts, but before
     expenses, to the Selling Stockholder from the sale of Offered Securities sold by the Selling Stockholder hereunder.

                                                                        17
      (c) Indemnification of Company and Selling Stockholder. Each Underwriter will severally and not jointly indemnify and hold
harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who
controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the Selling Stockholder (each,
an " Underwriter Indemnified Party ") against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party
may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement at any time, any Statutory Prospectus at any time, the Final
Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will
reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or
defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such
Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission,
or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such
information furnished by any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each
Underwriter: the concession and reallowance figures appearing in the fourth paragraph under the caption "Underwriting"; the seventh
paragraph under the caption "Underwriting"; the information related to stabilizing transactions, over-allotment transactions, syndicate
covering transactions and penalty bids contained in the twelfth and thirteenth paragraphs under the caption "Underwriting" and the
information related to web sites and electronic distributions contained in the fifteenth paragraph under the caption "Underwriting".

      (d) Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under
subsection (a), (b) or (c) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying
party shall not relieve it from any liability that it may have under subsection (a), (b) or (c) above except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to
notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under
subsection (a), (b) or (c) above. In case any such action is brought against any indemnified party and it notifies an indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with
any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an
unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action

                                                                   18
    and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

          (e) Contribution. If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an
    indemnified party under subsection (a), (b) or (c) above, then each indemnifying party shall contribute to the amount paid or payable by
    such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a), (b) or (c) above (i) in such
    proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholder on the one hand and the
    Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by
    applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
    relative fault of the Company and the Selling Stockholder on the one hand and the Underwriters on the other in connection with the
    statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations.
    The relative benefits received by the Company and the Selling Stockholder on the one hand and the Underwriters on the other shall be
    deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and
    the Selling Stockholder bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be
    determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or
    alleged omission to state a material fact relates to information supplied by the Company, the Selling Stockholder or the Underwriters and
    the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The
    amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this
    subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with
    investigating or defending any action or claim which is the subject of this subsection (e). Notwithstanding the provisions of this
    subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the
    Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such
    Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and
    the Selling Stockholder shall not be required to contribute any amount in excess of the aggregate net proceeds after underwriting
    commissions and discounts, but before expenses, to the Selling Stockholder from the sale of Offered Securities sold by the Selling
    Stockholder hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled
    to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this
    subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint. The Company, the Selling
    Stockholder and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8(e) were
    determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of
    allocation which does not take account of the equitable considerations referred to in this Section 8(e).

     9. Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder
on either the First or any Optional Closing Date and the aggregate number of shares of Offered Securities that such defaulting Underwriter or
Underwriters agreed but failed to purchase does not exceed 10% of the total number of shares of Offered Securities that the Underwriters are
obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company and the Selling
Stockholder for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are
made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments
hereunder, to purchase the Offered Securities that such defaulting

                                                                        19
Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of
shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total number of shares of Offered
Securities that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives, the
Company and the Selling Stockholder for the purchase of such Offered Securities by other persons are not made within 36 hours after such
default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholder,
except as provided in Section 10 (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this
Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this
Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a
defaulting Underwriter from liability for its default.

      10. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and
other statements of the Selling Stockholder, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of
any Underwriter, the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling
person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not
consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will
reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the Offered Securities, and the obligations of the Company and the Underwriters pursuant to Section 8 hereof
shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and
all obligations under Section 5 shall also remain in effect.

     11. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or
telegraphed and confirmed to the Representatives c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y.
10010-3629, Attention: LCD-IBD, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at GT Solar
International, Inc., 243 Daniel Webster Highway, Merrimack, NH 03054, Attention: Edwin L. Lewis, General Counsel, or, if sent to the Selling
Stockholder, will be mailed, delivered or telegraphed and confirmed to c/o GT Solar International, Inc., 243 Daniel Webster Highway,
Merrimack, NH 03054; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed, delivered or telegraphed and
confirmed to such Underwriter.

      12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective personal
representatives and successors and the officers and directors and controlling persons referred to in Section 8 and no other person will have any
right or obligation hereunder.

     13. Representation. The Representatives will act for the several Underwriters in connection with the transactions contemplated by
this Agreement, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters.

     14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same Agreement.

                                                                       20
     15.   Absence of Fiduciary Relationship.      The Company and the Selling Stockholder acknowledge and agree that:

          (a) No Other Relationship. The Representatives have been retained solely to act as underwriters in connection with the sale of
     the Offered Securities and that no fiduciary, advisory or agency relationship between the Company or the Selling Stockholder, on the one
     hand, and the Representatives, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the
     Final Prospectus, irrespective of whether the Representatives have advised or is advising the Company or the Selling Stockholder on other
     matters;

          (b) Arms' Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by Company and
     the Selling Stockholder following discussions and arms-length negotiations with the Representatives and the Company and the Selling
     Stockholder are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions
     contemplated by this Agreement;

          (c) Absence of Obligation to Disclose. The Company and the Selling Stockholder have been advised that the Representatives
     and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the
     Selling Stockholder and that the Representatives have no obligation to disclose such interests and transactions to the Company or the
     Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; and

          (d) Waiver. The Company and the Selling Stockholder waive, to the fullest extent permitted by law, any claims they may have
     against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Representatives shall have
     no liability (whether direct or indirect) to the Company or the Selling Stockholder in respect of such a fiduciary duty claim or to any
     person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the
     Company.

     16.   Applicable Law.      This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

     The Company and the Selling Stockholder hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough
of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby. The Company and the Selling Stockholder irrevocably and unconditionally waive any objection to the laying of venue of any suit or
proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of
Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any
such suit or proceeding in any such court has been brought in an inconvenient forum. Each Underwriter and the Company (on its behalf and, to
the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Selling Stockholder (on its behalf and, to the extent
permitted by applicable law, on behalf of its members and affiliates) waive all right to trial by jury in any action, proceeding or counterclaim
(whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company and the Selling
Stockholder each agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and
binding upon the Company and the Selling Stockholder and may be enforced in any other courts to the jurisdiction of which the Company or
the Selling Stockholder is or may be subject, by suit upon such judgment.

                                                                        21
     If the foregoing is in accordance with the Representatives' understanding of our agreement, kindly sign and return to the Company one of
the counterparts hereof, whereupon it will become a binding agreement among the Selling Stockholder, the Company and the several
Underwriters in accordance with its terms.

                                                    Very truly yours,

                                                    GT SOLAR HOLDINGS, LLC

                                                    By:    OCM/GFI Power Opportunities Fund II, L.P.
                                                    Its:   Managing Member

                                                    By:    GFI Power Opportunities Fund II, GP, LLC
                                                    Its:   General Partner

                                                    By:    GFI Energy Ventures LLC
                                                    Its:   Managing Member

                                                    By:
                                                           Name: Richard K. Landers
                                                           Title: Partner

                                                    By:    OCM/GFI Power Opportunities Fund II
                                                           (Cayman), L.P.
                                                    Its:   Managing Member

                                                    By:    GFI Power Opportunities Fund II GP
                                                           (Cayman) Ltd.
                                                    Its:   General Partner

                                                    By:    GFI Power Opportunities Fund II GP, LLC
                                                    Its:   Director

                                                    By:    GFI Energy Ventures, LLC
                                                    Its:   Managing Member

                                                    By:
                                                           Name: Richard K. Landers
                                                           Title: Partner

                                                    GT SOLAR INTERNATIONAL, INC.

                                                    By
                                                           Name:
                                                           Title:

                                                                        22
The foregoing Underwriting Agreement is hereby
confirmed and accepted as of the date first above written.

CREDIT SUISSE SECURITIES (USA) LLC UBS
SECURITIES LLC

Acting on behalf of themselves and as the
Representatives of the several Underwriters

CREDIT SUISSE SECURITIES (USA) LLC

By:
        Name:
        Title:

UBS SECURITIES LLC

By:
        Name:
        Title:

By:
        Name:
        Title:

                                                             23
                                     SCHEDULE A

                                                     Number of
                                                  Firm Securities
Underwriter                                       to be Purchased

Credit Suisse Securities (USA) LLC
UBS Securities LLC
Banc of America Securities LLC
Deutsche Bank Securities Inc.
Piper Jaffray & Co.
Thomas Weisel Partners LLC

         Total

                                         24
                                                             SCHEDULE B

The following information is also included in the General Disclosure Package:

1.
       The General Use Free Writing Prospectus of the Company filed with the Commission on July 17, 2008.

2.
       The initial price to the public of the Offered Securities.

                                                                    25
                                                                SCHEDULE C

     The Representatives shall have received letters, dated, respectively, the date hereof and the First Closing Date, of Ernst & Young LLP
confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws to
the effect that:

    (i)
            in their opinion the audited consolidated financial statements by them and included in the Registration Statements comply as to
            form in all material respects with the applicable accounting requirements of the Securities Act of 1933 and the related rules and
            regulations adopted by the SEC;

    (ii)
            they have read the latest unaudited monthly consolidated financial statements of the Company and its consolidated subsidiaries
            made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the
            Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for
            financial and accounting matters of the Company and its consolidated subsidiaries as to whether the unaudited monthly financial
            statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the
            Registration Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused
            them to believe that:


            (A)
                   with respect to the period subsequent to the date of the most recent audited consolidated financial statements included in
                   the General Disclosure Package, at a specified date at the end of the most recent month, there was any increase in the
                   long-term debt of the Company and its consolidated subsidiaries, or any decrease in stockholders' equity or any change in
                   the consolidated capital stock of the Company and its consolidated subsidiaries or any decrease in the net current assets of
                   the Company and its consolidated subsidiaries, as compared with the amounts shown on the latest balance sheet included in
                   the Registration Statement; or for the period from the day after the date of the most recent audited consolidated financial
                   statements for such entities included in the General Disclosure Package to such specified date, there were any decreases, as
                   compared with the corresponding period in the preceding year, in consolidated revenue, or in the total or per share amounts
                   of consolidated net income of the Company and its consolidated subsidiaries, except for such changes, increases or
                   decreases set forth in such letter which the Registration Statement discloses have occurred or may occur;


    (iii)
            With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any
            date or for any period subsequent to the specified date referred to in (ii)(A) above are available, they have made inquiries of certain
            officials of the Company who have responsibility for the financial and accounting matters of the Company and its consolidated
            subsidiaries as to whether, at a specified date not more than three business days prior to the date of such letter, there were any
            increases in the short-term debt or long-term debt of the Company and its consolidated subsidiaries, or any decrease in
            stockholders' equity or any change in the consolidated capital stock of the Company and its consolidated subsidiaries or any
            decreases in the net current assets of the Company and its consolidated subsidiaries, as compared with the amounts shown on the
            most recent balance sheet for such entities included in the Registration Statement; or for the period from the day after the date of
            the most recent unaudited monthly consolidated financial statements of the Company and its consolidated subsidiaries made
            available by the Company to such specified date, there were any decreases, as compared with the corresponding period in the
            preceding year, in revenue or in the total or per share amounts of consolidated net income of the Company and its consolidated
            subsidiaries and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to
            their attention which caused

                                                                       26
            them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases that the
            Registration Statement discloses have occurred or may occur; and

     (iv)
              they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical
              information contained in the Registration Statements, and the General Disclosure Package (in each case to the extent that such
              dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the
              Company and its subsidiaries or are derived directly from such records by analysis or computation) with the results obtained from
              inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar
              amounts, percentages and other financial and statistical information to be in agreement with such results.



      For purposes of this Schedule, if the Effective Time of the Additional Registration Statement is subsequent to the execution and delivery
of this Agreement, " Registration Statements " shall mean the Initial Registration Statement and the Additional Registration Statement as
proposed to be filed shortly prior to its Effective Time.

                                                                         27
                                                              EXHIBIT A-1

[Opinion of Kirkland & Ellis LLP as counsel to the Company]

                            28
                                              EXHIBIT A-2

[Opinion of General Counsel of the Company]

                    29
                                                                          EXHIBIT A-3

[Opinion of Kirkland & Ellis LLP as counsel to the Selling Stockholder]

                                  30
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                                                                                                                                    Exhibit 3.4

                                                      AMENDED AND RESTATED
                                                               BYLAWS
                                                                   OF
                                                   GT SOLAR INTERNATIONAL, INC.
                                                         A Delaware corporation
                                                       (Adopted as of June 30, 2008)

                                                                 ARTICLE I
                                                                  OFFICES

     Section. 1 Registered Office. The registered office of GT Solar International, Inc. (the " Corporation ") in the State of Delaware is
located at 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, 19904. The name of the Corporation's registered agent at such
address shall be National Registered Agents, Inc. The registered office and/or registered agent of the Corporation may be changed from time to
time by action of the Board of Directors of the Corporation (the " Board of Directors ").

     Section. 2 Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware,
as the Board of Directors may from time to time determine or the business of the Corporation may require.

                                                           ARTICLE II
                                                    MEETINGS OF STOCKHOLDERS

     Section. 1 Place of Meetings. The Board of Directors may designate any place, either within or without the State of Delaware, as the
place of meeting for any annual meeting or for any special meeting.

      Section. 2 Annual Meeting. An annual meeting of stockholders shall be held each year and stated in a notice of meeting or in a duly
executed waiver thereof. The date, time and place of such meeting shall be determined by the Chairman of the Board of Directors; provided
that if the Chairman does not act, the Board of Directors shall determine the date, time and place of such meeting. At such annual meeting, the
stockholders shall elect, by a plurality vote, a Board of Directors and transact such other business as may properly be brought before the
meeting.

      Section. 3 Special Meetings. Special meetings of the stockholders may only be called in the manner provided in the Corporation's
certificate of incorporation as then in effect (the " Certificate of Incorporation ").
      Section. 4 Notice of Meetings. Whenever stockholders are required or permitted to take action at a meeting, written notice of each
annual and special meeting of stockholders stating the date, time and place of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote thereat not less than thirty (30) nor more
than sixty (60) days before the date of the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes
stated in the notice. Notice shall be given personally or by mail and, if by mail, shall be sent in a postage prepaid envelope, addressed to the
stockholder at his, her or its address as the same appears on the records of the Corporation. Notice by mail shall be deemed given at the time
when the same shall be deposited in the United States mail, postage prepaid. Notice of any meeting shall not be required to be given to any
person who attends such meeting, except when such person attends the meeting in person or by proxy for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, or who, either before or
after the meeting, shall submit a signed written waiver of notice, in person or by proxy. Neither the business to be transacted at, nor the purpose
of, an annual or special meeting of stockholders need be specified in any written waiver of notice.

     Section. 5 List of Stockholders. The officer having charge of the stock ledger of the Corporation shall prepare and make, at least ten
(10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order,
showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (a) on a reasonably accessible
electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (b) during
ordinary business hours, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the
meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder who is present.

      Section. 6 Quorum; Adjournments. The holders of a majority of the voting power of the issued and outstanding stock of the
Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all
meetings of stockholders, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be
present or represented by proxy at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business
may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty (30) days, or,
if after adjournment a new record date is set, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at
the meeting.

     Section. 7    Organization.     At each meeting of stockholders, the Chairman of the Board of Directors, if one shall have been

                                                                         2
elected, or, in his absence or if one shall not have been elected, the chief executive officer shall act as chairman of the meeting. The secretary
or, in his absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting shall act as secretary
of the meeting and keep the minutes thereof.

    Section. 8     Order of Business.    The order of business at all meetings of the stockholders shall be as determined by the chairman of the
meeting.

      Section. 9 Voting. Except as otherwise provided by the Certificate of Incorporation, the General Corporation Law of the State of
Delaware or the certificate of designations relating to any outstanding class or series of Preferred Stock, each stockholder of the Corporation
shall be entitled at each meeting of stockholders to one (1) vote for each share of capital stock of the Corporation standing in his name on the
record of stockholders of the Corporation:

     (a)
            on the date fixed pursuant to the provisions of Section 13 of this Article II of these Bylaws as the record date for the determination
            of the stockholders who shall be entitled to notice of and to vote at such meeting; or

     (b)
            if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice
            thereof shall be given, or, if notice is waived, at the close of business on the date next preceding the day on which the meeting is
            held.

Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy which is in
writing or transmitted as permitted by law, including, without limitation, electronically, via telegram, internet, interactive voice response
system, or other means of electronic transmission executed or authorized by such stockholder or his attorney-in-fact, but no proxy shall be
voted after three (3) years from its date, unless the proxy provides for a longer period. Any such proxy shall be delivered to the secretary of the
meeting at or prior to the time designated in the order of business for so delivering such proxies. Any proxy transmitted electronically shall set
forth information from which it can be determined by the secretary of the meeting that such electronic transmission was authorized by the
stockholder. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power of the issued and outstanding
stock of the Corporation entitled to vote thereon, present and voting, in person or represented by proxy, shall decide any question brought
before such meeting, unless the question is one upon which by express provision of statute or of the Certificate of Incorporation or of these
Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Unless
required by statute, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by
ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted
and the number of votes to which each share is entitled.

      Section. 10 Inspectors. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to
act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting
shall, or if inspectors shall not have been appointed, the chairman of the meeting may, appoint one or

                                                                         3
more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares of
capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising
in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or
candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.

     Section. 11      Advance Notice of Director Nominations.

          (a)      Nomination of Persons for Elections as Directors.

                (i)
                         Unless otherwise required by applicable law, the Certificate of Incorporation or any instrument of designation of any
                         series of preferred stock of the Corporation with respect to the right of holders of preferred stock of the Corporation, only
                         persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the
                         Corporation. Nominations of persons for election to the Board of Directors may be made at any annual meeting of
                         stockholders of the Corporation or at any special meeting of stockholders of the Corporation called for the purpose of
                         electing directors and must be:


                         (A)
                                expressly specified in the notice of meeting (or any supplement or amendment thereto) given by or at the
                                direction of the Board of Directors;

                         (B)
                                otherwise made by or at the direction of the Board of Directors; or

                         (C)
                                otherwise properly made by any stockholder of the Corporation who (i) is a stockholder of record at the time of
                                giving of notice provided for in this Bylaw, on the record date for the meeting and at the time of the meeting
                                (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures set forth in this Bylaw as to
                                such nomination.

          (b)      Timely Notice of Nomination.

                (i)
                         For a nomination to be properly made by a stockholder pursuant to Section 11(a)(i)(C) of this Article II , the stockholder
                         must, in addition to any other applicable requirements, have given timely

                                                                           4
                      notice thereof in writing to the Secretary. To be timely, a stockholder's notice must be received by the Secretary at the
                      principal executive offices of the Corporation by the close of business:

                      (A)
                             in the case of an annual meeting, no fewer than ninety (90) nor more than one hundred twenty (120) days prior to
                             the first anniversary of the preceding year's annual meeting; provided , however , that in the event that no annual
                             meeting was held in the previous year or the annual meeting is called for a date that is not within thirty (30) days
                             before or sixty (60) days after such anniversary date, to be timely a stockholder's notice must be received by the
                             Secretary by the close of business on the tenth (10 th ) day following the day on which a public announcement (as
                             defined below) with respect to the date of such meeting is first made by the Corporation; and

                      (B)
                             in the case of a special meeting called for the purpose of electing directors, no fewer than ninety (90) nor more than
                             one hundred twenty (120) days prior to the date of such meeting; provided , however , that if the first public
                             announcement of the date of such special meeting is less than one hundred (100) days prior to the date of such
                             special meeting, to be timely a stockholder's notice must be received by the Secretary by the close of business on
                             the tenth (10 th ) day following the day on which a public announcement with respect to the date of such meeting is
                             first made by the Corporation.



      In no event shall any adjournment or postponement of a meeting or the announcement thereof commence a new time period (or extend any
time period) for the giving of a stockholder's notice as described above. Notwithstanding the foregoing, in the event that the number of
directors to be elected to the Board of Directors at any annual meeting is increased and the first public announcement of such increase is less
than one hundred (100) days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required by this Bylaw
shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the
Secretary at the principal executive offices of the Corporation by the close of business on the tenth (10 th ) day following the day on which a
public announcement with respect to such elections is first made by the Corporation.

          (c)    Proper Form of Notice of Director Nomination.

                (i)
                        To be in proper form, a stockholder's notice to the Secretary given pursuant to Section 11(a)(i)(C) of this Article II must
                        set forth:

                                                                          5
(A)
      as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, the
      name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owner;

(B)
      as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made,
      and including any interests described below held by any member of such stockholder's or beneficial owner's
      immediate family sharing the same household, as of the date of such stockholder's notice (which information shall
      be confirmed or updated, if necessary, by such stockholder and beneficial owner not later than ten (10) days after
      the record date for the meeting to disclose such ownership as of the record date) set forth: (i) the class or series and
      number of shares of capital stock of the Corporation which are, directly or indirectly, beneficially owned (as defined
      below) and owned of record by such stockholder and beneficial owner, (ii) the class or series, if any, and number of
      options, warrants, convertible securities, stock appreciation rights or similar rights with an exercise or conversion
      privilege or a settlement payment or mechanism at a price related to any class or series of shares or other securities
      of the Corporation or with a value derived in whole or in part from the value of any class or series of shares or other
      securities of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying
      class or series of shares or other securities of the Corporation (each, a " Derivative Security "), which are, directly or
      indirectly, beneficially owned by such stockholder and beneficial owner, (iii) a description of any other direct or
      indirect opportunity to profit or share in any profit (including any performance-based fees) derived from any
      increase or decrease in the value of shares or other securities of the Corporation, (iv) any proxy, contract,
      arrangement, understanding, or relationship pursuant to which such stockholder or beneficial owner has a right to
      vote any shares or other securities of the Corporation, (v) any rights to dividends on the shares of the Corporation
      owned beneficially by such stockholder or such beneficial owner that are separated or separable from the underlying
      shares of the Corporation, (vi) any proportionate interest in shares of the Corporation or Derivative Securities held,
      directly or indirectly, by a general or limited partnership in which such stockholder or beneficial owner is a general
      partner or, directly or indirectly, beneficially owns an interest in a general partner, if any, and (vii) a description

                                                   6
      of all agreements, arrangements and understandings between such stockholder or beneficial owner and any other
      person(s) (including their name(s)) in connection with or related to the ownership or voting of capital stock of the
      Corporation or Derivative Securities;

(C)
      as to each person whom the stockholder proposes to nominate for election or reelection to the Board of Directors,
      (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings
      required to be made in connection with solicitations of proxies for election of directors pursuant to the Securities
      Exchange Act of 1934, as amended (the " Exchange Act ") and the rules and regulations promulgated thereunder
      (including such person's written consent to being named in the proxy statement as a nominee and to serving as a
      director if elected), (ii) a description of all direct and indirect compensation and other material agreements,
      arrangements and understandings during the past three years, and any other material relationships, between or
      among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting
      in concert therewith, on the one hand, and each proposed nominee and his or her respective affiliates and associates,
      or others acting in concert therewith, on the other hand, including all information that would be required to be
      disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and
      any beneficial owner on whose behalf the nomination is made, or any affiliate or associate thereof or person acting
      in concert therewith, were the "registrant" for purposes of such rule and the nominee were a director or executive
      officer of such registrant, and (iii) a completed and signed questionnaire, representation and agreement required by
      Section 11(d) of this Article II ;

(D)
      as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made,
      (i) a statement as to whether either such stockholder or beneficial owner intends to deliver a proxy statement and
      form of proxy to holders of at least the percentage of the Corporation's voting shares required under applicable law
      to elect such stockholder's nominees and/or otherwise to solicit proxies from stockholders in support of such
      nomination, and (ii) any other information relating to such stockholder or beneficial owner that would be required

                                                   7
                      to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies
                      for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and
                      regulations promulgated thereunder; and

               (E)
                      a representation that the stockholder is a holder of record of shares of the Corporation entitled to vote at such
                      meeting and intends to appear in person or by proxy at the meeting to propose such nomination.


        (ii)
                 The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by
                 the Corporation to determine the eligibility of such proposed nominee to serve either as a director of the Corporation or
                 as an independent director of the Corporation, or that could be material to a reasonable stockholder's understanding of
                 the qualifications and/or independence, or lack thereof, of such nominee.


(d)
      Submission of Questionnaire, Representation and Agreement . To be eligible to be a nominee for election or reelection as a
      director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under
      Section 11(b) of this Article II ) to the Secretary at the principal executive offices of the Corporation a written questionnaire with
      respect to the background and qualification of such person and the background of any other person or entity on whose behalf the
      nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written
      representation and agreement (in the form provided by the Secretary upon written request) that such person (i) is not and will not
      become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any
      person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a "
      Voting Commitment ") that has not been disclosed to the Corporation or (B) any Voting Commitment that could limit or interfere
      with such person's ability to comply, if elected as a director of the Corporation, with such person's fiduciary duties under
      applicable law, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity
      other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection
      with service or action as a director that has not been disclosed therein and (iii) would be in compliance, and if elected as a director
      of the Corporation will comply, with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and
      stock ownership and trading policies and guidelines of the Corporation.

(e)
      Additional Information.     The Corporation may require any proposed nominee to consent to a background check (which consent
      shall not be

                                                                   8
    unreasonably withheld) and to furnish such other information as may reasonably be required by the Corporation to determine the
    eligibility of such proposed nominee to serve either as a director of the Corporation or as an independent director of the Corporation,
    or that could be material to a reasonable stockholder's understanding of the qualifications and/or independence, or lack thereof, of
    such nominee.

Section. 12      Advance Notice of Stockholder Business.

    (a)       Bringing Business Before a Meeting.

          (i)
                   Only such business shall be conducted before a meeting of stockholders as shall have been properly brought before such
                   meeting. To be properly brought before a meeting of stockholders, business (other than the nomination of directors) must
                   be:


                   (A)
                           expressly specified in the notice of meeting (or any supplement or amendment thereto) given by or at the
                           direction of the Board of Directors;

                   (B)
                           otherwise properly brought before the meeting by or at the direction of the Board of Directors; or

                   (C)
                           otherwise properly brought before the meeting by any stockholder of the Corporation who (i) is a stockholder of
                           record at the time of giving of notice provided for in this Bylaw, on the record date for the meeting and at the
                           time of the meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures set forth in
                           this Bylaw as to such business.

    (b)       Timely Notice of Business.

          (i)
                   For any business to be properly brought before a meeting by a stockholder pursuant to Section 12(a)(i)(C) of this
                   Article II , the stockholder must, in addition to any other applicable requirements, have given timely notice thereof in
                   writing to the Secretary and any such proposed business must be a proper matter for stockholder action. To be timely, a
                   stockholder's notice must be received by the Secretary at the principal executive offices of the Corporation by the close
                   of business:


                   (A)
                           in the case of an annual meeting, by the deadline set forth in Section 11(b)(i)(A) of this Article II ; and

                   (B)
                           in the case of a special meeting, by the deadline set forth in Section 11(b)(ii)(B) of this Article II .

                                                                       9
     In no event shall any adjournment or postponement of a meeting or the announcement thereof commence a new time period (or extend any
time period) for the giving of a stockholder's notice as described above.

         (c)    Proper Form of Notice of Business.

               (i)
                     To be in proper form, a stockholder's notice to the Secretary given pursuant to Section 12(a)(i)(C) of this Article II must
                     set forth, as to each matter such stockholder proposes to bring before any meeting of stockholders:


                     (A)
                             as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made, the
                             information called for by Section 11(c)(i)(A) of this Article II and Section 11(c)(ii)(B) of this Article II ;

                     (B)
                             a brief description of (i) the business desired to be brought before such meeting, (ii) the reasons for conducting
                             such business at the meeting and (iii) any material interest of such stockholder or beneficial owner in such
                             business, including a description of all agreements, arrangements and understandings between such stockholder
                             or beneficial owner and any other person(s) (including the name(s) of such other person(s)) in connection with or
                             related to the proposal of such business by the stockholder;

                     (C)
                             as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made,
                             (i) a statement as to whether either such stockholder or beneficial owner intends to deliver a proxy statement and
                             form of proxy to holders of at least the percentage of the Corporation's voting shares required under applicable
                             law to approve the proposal and/or otherwise to solicit proxies from stockholders in support of such proposal and
                             (ii) any other information relating to such stockholder or beneficial owner that would be required to be disclosed
                             in a proxy statement or other filings required to be made in connection with solicitations of proxies for the
                             election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and
                             regulations promulgated thereunder; and

                     (D)
                             a representation that the stockholder is a holder of record of shares of the Corporation entitled to vote at such
                             meeting and intends to appear in person or by proxy at the meeting to propose such business.

                                                                       10
Section. 13   General.

(a)
       Authority of Chairman. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, the
       Chairman of the meeting shall have the power and duty to determine whether any nomination or other business proposed to be
       brought before the meeting was made or brought in accordance with the procedures set forth in these Bylaws and, if any
       nomination or other business is not made or brought in compliance with these Bylaws, to declare that such nomination or proposal
       of other business be disregarded and not acted upon.

(b)
       Compliance with Exchange Act. Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply
       with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the
       matters set forth in these Bylaws; provided, however , that any references in these Bylaws to the Exchange Act or the rules and
       regulations promulgated thereunder are not intended to and shall not limit the requirements applicable to any nomination or other
       business to be considered pursuant to Section 11(a)(i)(C) of this Article II or Section 12(a)(i)(C) of this Article II .

(c)
       Affect on Other Rights. Nothing in these Bylaws shall be deemed to affect any rights (i) of stockholders to request inclusion of
       proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series
       of preferred stock of the Corporation if and to the extent provided for under applicable law, the Certificate of Incorporation or
       these Bylaws.

(d)
       Exclusivity. For the avoidance of doubt, (i) Section 11(a)(i)(C) of this Article II shall be the exclusive means for a stockholder
       to nominate persons for election as directors of the Corporation and (ii) Section 12(a)(i)(C) of this Article II shall be the exclusive
       means for a stockholder to submit business (other than (A) matters properly brought under Rule 14a-8 under the Exchange Act and
       included in the Corporation's notice of meeting and (B) nominations of persons for election to the Board of Directors, which shall
       be governed by Section 11(a)(i)(C) of this Article II ) for consideration by the stockholders at a meeting of stockholders of the
       Corporation.

(e)
       Certain Definitions.    For purposes of these Bylaws:


       (i)
              " Beneficially owned " (and phrases of similar import), when referring to shares owned by a person, shall mean all shares
              which such person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act and the rules
              and regulations promulgated thereunder, including shares which are beneficially owned, directly or indirectly, by any other
              person with which such

                                                                  11
                 person has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares
                 of the capital stock of the Corporation.

          (ii)
                   " Publicly announced " and " public announcement " shall mean disclosure by the Corporation in a press release reported by a
                   national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission
                   pursuant to Section 13, 14 or 15(d) of the Exchange Act.

      Section. 14 Fixing a Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not
be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next
day preceding the day on which notice is first given, or, if notice is waived, at the close of business on the day next preceding the day on which
the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided , however , that the Board of Directors may fix a new record date for the adjourned meeting.

     Section. 15 Fixing a Record Date for Other Purposes. In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purposes of any other lawful action, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not
more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall
be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

                                                                 ARTICLE III
                                                                 DIRECTORS

     Section. 1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of
Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are
not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

                                                                        12
   Section. 2 Annual Meetings. The annual meeting of the Board of Directors shall be held without other notice than this Bylaw
immediately after, and at the same place as, the annual meeting of stockholders.

     Section. 3 Regular Meetings and Special Meetings. Regular meetings, other than the annual meeting, of the Board of Directors may
be held without notice at such time and at such place as shall from time to time be determined by resolution of the Board of Directors. Special
meetings of the Board of Directors may be called by the chairman of the board, the chief executive officer (if the chief executive officer is a
director) or upon the written request of at least a majority of the directors then in office.

      Section. 4 Notice of Meetings. Notice of regular meetings of the Board of Directors need not be given except as otherwise required
by law or these Bylaws. Notice of each special meeting of the Board of Directors, and of each regular and annual meeting of the Board of
Directors for which notice shall be required, shall be given by the secretary as hereinafter provided in this Section 4 , in which notice shall be
stated the time and place of the meeting. Except as otherwise required by these Bylaws, such notice need not state the purposes of such
meeting. Notice of any special meeting, and of any regular or annual meeting for which notice is required, shall be given to each director at
least (a) twenty-four (24) hours before the meeting if delivered by telephone or personally or if sent by telex, telecopy, email or similar means
or (b) five (5) days before the meeting if delivered by mail to the director's residence or usual place of business. Such notice shall be deemed to
be delivered when deposited in the United States mail so addressed, with postage prepaid, or when transmitted if sent by telex, telecopy, email
or similar means. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting. Any director may waive notice of any meeting by a writing signed by the director entitled to the
notice and filed with the minutes or corporate records.

     Section. 5 Waiver of Notice and Presumption of Assent. Any member of the Board of Directors or any committee thereof who is
present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express
purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.
Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the
adjournment thereof or shall be forwarded by registered mail to the secretary of the Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

     Section. 6 Chairman of the Board, Quorum, Required Vote and Adjournment. The Board of Directors shall elect, by the affirmative
vote of a majority of the total number of directors then in office, a chairman of the board, who shall preside at all meetings of the stockholders
and Board of Directors at which he or she is present and shall have such powers and perform such duties as the Board of Directors may from
time to time prescribe. If the chairman of the board is not present at a meeting of the stockholders or the Board of Directors, the chief executive
officer (if the chief executive officer is a director and is not also the chairman of the board) shall preside at such meeting, and, if the chief
executive officer is not present at such

                                                                        13
meeting, a majority of the directors present at such meeting shall elect one of their members to so preside. A majority of the total number of
directors then in office shall constitute a quorum for the transaction of business. Unless by express provision of an applicable law, the
Certificate of Incorporation or these Bylaws a different vote is required, the vote of a majority of directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum
shall be present.

     Section. 7 Committees. The Board of Directors (i) may, by resolution passed by a majority of the entire Board of Directors, designate
one or more committees, including an executive committee, consisting of one or more of the directors of the Corporation, and (ii) shall during
such period of time as any securities of the Corporation are listed on the Nasdaq Global Market (the " Nasdaq "), by resolution passed by a
majority of the entire Board of Directors, designate all committees required by the rules and regulations of the Nasdaq. The Board of Directors
may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any
meeting of the committee. Except to the extent restricted by applicable law or the Certificate of Incorporation, each such committee, to the
extent provided in the resolution creating it, shall have and may exercise all the powers and authority of the Board of Directors. Each such
committee shall serve at the pleasure of the Board of Directors as may be determined from time to time by resolution adopted by the Board of
Directors or as required by the rules and regulations of the Nasdaq, if applicable. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors upon request.

     Section. 8 Committee Rules. Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings
as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee. Unless
otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a
quorum. Unless otherwise provided in such a resolution, in the event that a member and that member's alternate, if alternates are designated by
the Board of Directors, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in place of any such absent or disqualified member.

     Section. 9 Communications Equipment. Members of the Board of Directors or any committee thereof may participate in and act at
any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear and speak with each other, and participation in the meeting pursuant to this section shall constitute
presence in person at the meeting.

     Section. 10 Action by Written Consent. Unless otherwise restricted by the Certificate of Incorporation, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of
such board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of
the board or committee.

                                                                        14
     Section. 11 Compensation. The Board of Directors (or the Compensation Committee if set forth in its charter) shall have the
authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

     Section. 12 Reliance on Books and Records. A member of the Board of Directors, or a member of any committee designated by the
Board of Directors shall, in the performance of such person's duties, be fully protected in relying in good faith upon records of the Corporation
and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation's officers or employees, or
committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

                                                                   ARTICLE IV
                                                                    OFFICERS

     Section. 1 Number. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a chairman of the
board, a chief executive officer, one or more vice-presidents, a secretary, a chief financial officer and such other officers and assistant officers
as may be deemed necessary or desirable by the Board of Directors. Any number of offices may be held by the same person, except that the
chief executive officer shall not also hold the office of secretary. In its discretion, the Board of Directors may choose not to fill any office for
any period as it may deem advisable, except that the offices of chief executive officer and secretary shall be filled as expeditiously as possible.

      Section. 2 Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at its first
meeting held after each annual meeting of stockholders or as soon thereafter as convenient. Vacancies may be filled or new offices created and
filled at any meeting of the Board of Directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her
earlier death, resignation or removal as hereinafter provided.

     Section. 3 Removal. Any officer or agent elected by the Board of Directors may be removed by the Board of Directors at its
discretion, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

      Section. 4 Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise may
be filled by the Board of Directors.

     Section. 5 Compensation. Compensation of all executive officers shall be approved by the Board of Directors (or the Compensation
Committee if set forth in its charter), and no officer shall be prevented from receiving such compensation by virtue of his or her also being a
director of the Corporation; provided however , that compensation of some or all executive officers may be determined by a committee
established for that purpose if so authorized by the Board of Directors or as required by applicable law or regulation, including any exchange or
market upon which the Corporation's securities are then listed for trading or quotation.

                                                                         15
     Section. 6 Chairman of the Board. The chairman of the board shall preside at all meetings of the stockholders and of the Board of
Directors and shall have such other powers and perform such other duties as may be prescribed to him or her by the Board of Directors or
provided in these Bylaws.

     Section. 7 Chief Executive Officer. The chief executive officer shall have the powers and perform the duties incident to that position.
Subject to the powers of the Board of Directors and the chairman of the board, the chief executive officer shall be in the general and active
charge of the entire business and affairs of the Corporation, and shall be its chief policy making officer. The chief executive officer shall have
such other powers and perform such other duties as may be prescribed by the Board of Directors or provided in these Bylaws. The chief
executive officer is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the Corporation. The chief executive officer shall perform all the duties
and responsibilities and exercise all the powers of the president.

     Section. 8 The Chief Financial Officer. The chief financial officer shall have the custody of the corporate funds and securities; shall
keep full and accurate all books and accounts of the Corporation as shall be necessary or desirable in accordance with applicable law or
generally accepted accounting principles; shall deposit all monies and other valuable effects in the name and to the credit of the Corporation as
may be ordered by the chairman of the board or the Board of Directors; shall cause the funds of the Corporation to be disbursed when such
disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the Board of Directors, at its
regular meeting or when the Board of Directors so requires, an account of the Corporation; shall have such powers and perform such duties as
the Board of Directors, the chairman of the board, the chief executive officer or these Bylaws may, from time to time, prescribe. The chief
financial officer is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the Corporation.

     Section. 9 Vice-Presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the
Board of Directors or the chairman of the board, shall, in the absence or disability of the chief executive officer, act with all of the powers and
be subject to all the restrictions of the chief executive officer. The vice-presidents shall also perform such other duties and have such other
powers as the Board of Directors, the chairman of the board, the chief executive officer, the chief financial officer or these Bylaws may, from
time to time, prescribe. The vice-presidents may also be designated as executive vice-presidents or senior vice-presidents, as the Board of
Directors may from time to time prescribe.

      Section. 10 The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the Board of Directors (other than
executive sessions thereof) and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for
that purpose or shall ensure that his or her designee attends each such meeting to act in such capacity. Under the chairman of the board's
supervision, the secretary shall give, or cause to be given, all

                                                                         16
notices required to be given by these Bylaws or by law; shall have such powers and perform such duties as the Board of Directors, the chairman
of the board, the chief executive officer or these Bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the
Corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so
affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The assistant secretary, or if
there be more than one, any of the assistant secretaries, shall in the absence or disability of the secretary, perform the duties and exercise the
powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors, the chairman of the board,
the chief executive officer or secretary may, from time to time, prescribe.

     Section. 11 Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose
duties are provided for in these Bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution
of the Board of Directors.

     Section. 12 Absence or Disability of Officers. In the case of the absence or disability of any officer of the Corporation and of any
person hereby authorized to act in such officer's place during such officer's absence or disability, the Board of Directors may by resolution
delegate the powers and duties of such officer to any other officer or to any director, or to any other person selected by it.

                                                                ARTICLE V
                                                          CERTIFICATES OF STOCK

      Section. 1 Form. The shares of stock of the Corporation may be represented by certificates or may be in uncertificated form. Every
holder of stock represented by a certificate and, upon request, every holder of uncertificated shares shall be entitled to have a certificate, signed
by, or in the name of the Corporation by (i) the chairman of the board, the chief executive officer, the president or a vice president and the chief
financial officer, the treasurer or an assistant treasurer or the secretary or an assistant secretary of the Corporation, or (ii) any two officers
designated by the Board of Directors, certifying the number of shares owned by such holder in the Corporation. If such a certificate is
countersigned (i) by a transfer agent or an assistant transfer agent other than the Corporation or its employee or (ii) by a registrar, other than the
Corporation or its employee, the signature of any such chairman of the board, chief executive officer, president, vice president, chief financial
officer, treasurer, assistant treasurer, secretary or assistant secretary may be facsimiles. In case any officer or officers who have signed, or
whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the
Corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the Corporation,
such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation.

                                                                         17
All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be entered on the books of the Corporation. Shares of stock of the
Corporation represented by a certificate shall only be transferred on the books of the Corporation by the holder of record thereof or by such
holder's attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates for such shares endorsed by the
appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the
Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates and record the transaction on its
books. Uncertificated shares of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by
such holder's attorney duly authorized in writing, upon presentment of proper evidence of succession, assignation or authority to transfer in
accordance with the customary procedures for transferring shares in uncertificated form. The Board of Directors may appoint a bank or trust
company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with
the transfer of any class or series of securities of the Corporation. The Board of Directors may make such additional rules and regulations, not
inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the
Corporation.

      Section. 2 Lost Certificates. The Corporation may issue or direct a new certificate or certificates to be issued in place of any
certificate or certificates previously issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond sufficient to indemnify the Corporation
against any claim that may be made against the Corporation on account of the loss, theft or destruction of any such certificate or the issuance of
such new certificate.

     Section. 3 Registered Stockholders. Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of
stock with a request to record the transfer of such share or shares, the Corporation may treat the registered owner as the person entitled to
receive dividends, to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner. The Corporation shall not be
bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof.

                                                               ARTICLE VI
                                                           GENERAL PROVISIONS

     Section. 1 Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, in accordance with applicable law.
Dividends may be

                                                                        18
paid in cash, in property or in shares of the capital stock, subject to the provisions of applicable law and the Certificate of Incorporation. Before
payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors
from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or any other purpose and the directors may modify or abolish any such reserve in the
manner in which it was created.

     Section. 2 Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be
signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated
by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

     Section. 3 Contracts. In addition to the powers otherwise granted to officers pursuant to Article IV hereof, the Board of Directors
may authorize any officer or officers, or any agent or agents, of the Corporation to enter into any contract or to execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

     Section. 4 Loans. Subject to compliance with applicable law (including the Sarbanes-Oxley Act of 2002, as amended), the
Corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Corporation or of its
subsidiaries, including any officer or employee who is a director of the Corporation or its subsidiaries, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty or other assistance may
be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without
limitation, a pledge of shares of stock of the Corporation. Nothing in this section shall be deemed to deny, limit or restrict the powers of
guaranty or warranty of the Corporation at common law or under any statute.

     Section. 5 Fiscal Year. The fiscal year of the Corporation shall end the Saturday closest to March 31st of each year and may
thereafter be changed by resolution of the Board of Directors.

     Section. 6 Corporate Seal. The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have
inscribed thereon the name of the Corporation and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise. Notwithstanding the foregoing, no seal shall be required by virtue of this
Section.

     Section. 7 Voting Securities Owned By Corporation. Voting securities in any other Corporation held by the Corporation shall be
voted by the chief executive officer, unless the Board of Directors specifically confers authority to vote with respect thereto, which authority
may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the
power to appoint proxies, with general power of substitution.

     Section. 8 Inspection of Books and Records. The Board of Directors shall have power from time to time to determine to what extent
and at what times and places and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be
open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the
Corporation, except as conferred by the laws of the State of Delaware, unless and until authorized so to do by resolution of the Board of
Directors or of the stockholders of the Corporation.

     Section. 9 Section Headings. Section headings in these Bylaws are for convenience of reference only and shall not be given any
substantive effect in limiting or otherwise construing any provision herein.

                                                                         19
     Section. 10 Inconsistent Provisions. In the event that any provision of these Bylaws is or becomes inconsistent with any provision of
the Certificate of Incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these
Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

                                                             ARTICLE VII
                                                            AMENDMENTS

     These Bylaws may be amended, altered, changed or repealed or new Bylaws adopted only in accordance with Article Six Section 6 and
Article Eleven of the Amended and Restated Certificate of Incorporation.

                                                                    20
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    Exhibit 3.4
                                                                                                                                                                                                                                                               Exhibit 4.1
                                                                                                                                                                                                                                                              GT NUMBER SHARES
                                                                                                                                                                                                                                                              COMMON STOCK
                                                                                                                                                                                                                                                              COMMON
                                                                                                                                                                                                                                                              STOCK THIS
                                                                                                                                                                                                                                                              CERTIFICATE IS
                                                                                                                                                                                                                                                              TRANSFERABLE IN
                                                                                                                                                                                                                                                              JERSEY CITY, NJ,
                                                                                                                                                                                                                                                              NEW YORK, NY AND
                                                                                                                                                                                                                                                              PITTSBURGH,
                                                                                                                                                                                                                                                              PA SEE REVERSE
                                                                                                                                                                                                                                                              FOR CERTAIN
                                                                                                                                                                                                                                                              DEFINITIONS CUSIP
                                                                                                                                                                                                                                                              3623E0 20 9 THIS
                                                                                                                                                                                                                                                              CERTIFIES THAT: IS
                                                                                                                                                                                                                                                              THE OWNER
                                                                                                                                                                                                                                                              OF: FULLY PAID
                                                                                                                                                                                                                                                              AND
                                                                                                                                                                                                                                                              NONASSESSABLE
                                                                                                                                                                                                                                                              SHARES OF THE PAR
                                                                                                                                                                                                                                                              VALUE OF $0.01
                                                                                                                                                                                                                                                              EACH OF THE
                                                                                                                                                                                                                                                              COMMON STOCK OF
                                                                                                                                                                                                                                                              GT SOLAR
                                                                                                                                                                                                                                                              INTERNATIONAL,
                                                                                                                                                                                                                                                              INC. hereinafter called
                                                                                                                                                                                                                                                              the ―Corporation‖,
                                                                                                                                                                                                                                                              transferable on the
                                                                                                                                                                                                                                                              books of the Corporation
                                                                                                                                                                                                                                                              by the holder hereof in
                                                                                                                                                                                                                                                              person, or by his
                                                                                                                                                                                                                                                              authorized attorney,
                                                                                                                                                                                                                                                              upon the surrender of
                                                                                                                                                                                                                                                              this Certificate properly
                                                                                                                                                                                                                                                              endorsed. This
                                                                                                                                                                                                                                                              Certificate is not valid
                                                                                                                                                                                                                                                              until countersigned and
                                                                                                                                                                                                                                                              registered by the
                                                                                                                                                                                                                                                              Transfer Agent and
                                                                                                                                                                                                                                                              Registrar. WITNESS the
                                                                                                                                                                                                                                                              facsimile seal of the
                                                                                                                                                                                                                                                              Corporation and the
                                                                                                                                                                                                                                                              facsimile signatures of
                                                                                                                                                                                                                                                              its duly authorized
                                                                                                                                                                                                                                                              officers. Dated: GT
                                                                                                                                                                                                                                                              SECRETARY
                                                                                                                                                                                                                                                              PRESIDENT AND
                                                                                                                                                                                                                                                              CHIEF EXECUTIVE
                                                                                                                                                                                                                                                              OFFICER SEAL
                                                                                                                                                                                                                                                              2006 GT SOLAR
                                                                                                                                                                                                                                                              INTERNATIONAL,
                                                                                                                                                                                                                                                              INC. DELAWARE
                                                                                                                                                                                                                                                              CORPORATE
                                                                                                                                                                                                                                                              COUNTERSIGNED
                                                                                                                                                                                                                                                              AND REGISTERED:
                                                                                                                                                                                                                                                              MELLON INVESTOR
                                                                                                                                                                                                                                                              SERVICES LLC
                                                                                                                                                                                                                                                              TRANSFER AGENT
                                                                                                                                                                                                                                                              AND REGISTRAR BY:
                                                                                                                                                                                                                                                              AUTHORIZED
                                                                                                                                                                                                                                                              SIGNATURE ®
                                                                                                                                                                                                                                                              INCORPORATED
                                                                                                                                                                                                                                                              UNDER THE LAWS
                                                                                                                                                                                                                                                              OF THE STATE OF
                                                                                                                                                                                                                                                              DELAWARE




PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF For value received, hereby sell, assign and transfer unto The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM TEN ENT JT TEN – as tenants in common – as tenants by the entireties – as joint tenants with right of survivorship and not as tenants in
common UNIF GIFT MIN ACT– Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) UNIF TRANS MIN ACT– Custodian (Cust) (Minor) under Uniform Transfers to Minors Act (State) NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the Certificate, in every particular, without alteration or enlargement, or any change whatever. Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE Attorney to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises. Dated: Additional abbreviations
may also be used though not in the above list. SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.                KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
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                                                                                                                                        Exhibit 10.17


                                                      CONFIDENTIALITY AGREEMENT

     This Confidentiality Agreement (this "Agreement") is made and entered into as of the 7th day of May, 2008 by and between GT Solar
International, Inc. and its subsidiaries and affiliates ("GT Solar") and the undersigned, a prospective member of the Board of Directors of GT
Solar (the "Recipient").


                                                                   WITNESSETH:

     WHEREAS, the Recipient desires to receive certain information from GT Solar to assist Recipient in evaluating Recipient's prospective
service on the Board of Directors of GT Solar; and

     WHEREAS, in connection therewith, GT Solar will be disclosing to the Recipient certain confidential information regarding GT Solar's
business, which information GT Solar desires to protect;

     NOW, THEREFORE, in consideration of the covenants and obligations herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:

      1.    " Confidential Information " Defined . "Confidential Information" shall mean all written or oral information of a proprietary,
intellectual or similar nature relating to GT Solar's business, projects, operations, activities or affairs whether of a technical or financial nature
or otherwise (including, without limitation, reports, financial information, business plans and proposals, ideas, concepts, trade secrets,
know-how, processes, and other technical or business information, whether concerning GT Solar' businesses or otherwise) which has not been
publicly disclosed and which the Recipient acquires directly or indirectly from GT Solar, its officers, employees, affiliates, agents or
representatives.

     2.    Confidentiality . The Recipient, for himself or herself and each of Recipient's agents, shall be subject to the following obligations
with respect to the Confidential Information:

     (a)
             to keep the Confidential Information confidential and secret, and not, without the prior written consent of GT Solar, to disclose
             directly or indirectly the Confidential Information to any third party,

     (b)
             not to use the Confidential Information directly or indirectly for any purpose other than in connection with evaluating Recipient's
             prospective service as a Board Member of GT Solar; and

     (c)
             otherwise to exercise at least the same degree of care with respect to the Confidential Information as the Recipient uses in handling
             his or her own or proprietary information, except that the foregoing obligation of confidentiality and non-use shall not apply to:


             (1)
                     information which at the time of disclosure is already in the public domain;

             (2)
                     information which after disclosure hereunder becomes part of the public domain by publication or otherwise through no act
                     or fault of the Recipient;

             (3)
                     information which can be proven to have been known to the Recipient prior to the date hereof and not obtained or derived
                     in contravention of any confidentiality obligation in favor of GT Solar;

             (4)
                     information obtained from a third party in lawful possession of such information who is not under a confidentiality
                     obligation to GT Solar; or
(5)
      information disclosed by the Recipient's pursuant to applicable law, governmental regulation or legal process: provided,
      however, the Recipient shall give GT Solar timely

                                                         1
               notice of the service of a subpoena or other process so that GT Solar may seek a protective order or other legal remedy to
               prevent disclosure, shall disclose only such information as is required by such process, and shall take reasonable steps to have
               the confidentiality of such information protected to the extent possible under such legal process; and

     (d)
            not to circumvent GT Solar, directly or indirectly, regarding any potential business opportunity with respect to any matters or
            projects on which Recipient is working with or for, or learns of through, GT Solar.

    Upon the written request of GT Solar at any time, the Recipient shall account for and immediately return to GT Solar all tangible
embodiments of Confidential Information.

     3.     Term . This Agreement shall be in force and effect from the date written above and shall continue throughout Recipient's service,
if any, as a director of GT Solar and for a period of three (3) years thereafter.

      4.    Enforcement . In the event of a breach of this Agreement or in the event that such breach appears imminent, GT Solar shall be
entitled to all available legal and equitable remedies. The Recipient agrees and acknowledges that monetary damages will not be a sufficient
remedy for any actual or threatened breach of this Agreement and that, in addition to all other remedies, GT Solar shall be entitled to specific
performance, injunctive, and other equitable relief.

    5.     Governing Law . This Agreement shall be governed by the laws of the State of Delaware, without regard to the provisions
governing conflicts of law, and all rights and remedies shall be construed and interpreted in accordance therewith and the federal or state courts
of which shall have exclusive jurisdiction over any disputes arising hereunder.

    6.     No Warranty . The Recipient hereby acknowledges that neither GT Solar nor any of its respective agents, affiliates or assigns
makes any representations or warranties whatsoever concerning the accuracy, completeness or correctness of the Confidential Information
supplied hereunder, nor is any such representation or warranty to be implied.

     7.    Miscellaneous . This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and
may be executed in one or more separate counterparts, all of which shall constitute one and the same Agreement and may be amended only in
writing executed by both parties. The failure of either party to enforce or insist upon compliance with any of the terms or conditions of this
Agreement, the waiver of any term or condition of this Agreement or the granting of an extension of time for performance, shall not constitute
the permanent waiver of any term or condition of this Agreement and this Agreement and each of its provisions shall remain at all times in full
force and effect. All notices hereunder shall be in writing and mailed, faxed or otherwise delivered to the last address of the recipient known to
the sender, and shall be effective upon the fifth (5th) business day after posting, if by first class U.S. mail.

     IN WITNESS WHEREOF, the parties have made and executed this Agreement as of the date first above written.

Recipient                                                          GT Solar International, Inc.

                                                                   By:
                                                                              J. Bradford Forth
                                                                              Chairman

                                                                         2
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   Exhibit 10.17
CONFIDENTIALITY AGREEMENT
WITNESSETH
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                                                                                                                                   Exhibit 10.41

                                                    GT SOLAR INTERNATIONAL, INC.

                                                 RESTRICTED STOCK UNIT AGREEMENT

     THIS RESTRICTED STOCK UNIT AGREEMENT (this " Agreement ") is made as of [                            ], 2008, by and between GT Solar
International, Inc., a Delaware corporation (the " Company "), and [           ] (" Director "), in accordance with the 2008 Equity
Incentive Plan of the Company, as the same may be amended from time to time (the " Plan ").

      The Company and Director desire to enter into an agreement pursuant to which the Company shall grant to Director [                    ]
restricted stock units (the " RSUs ") under the Plan. Each RSU shall entitle Director to receive from the Company one share of the Company's
common stock, par value $.01 per share (" Common Stock ") for each RSU granted hereunder that becomes vested under the terms described
herein and in the Plan. All of such shares of Common Stock that may hereafter be delivered to Director pursuant to this Agreement are referred
to herein as " Director Stock ." The issuance of shares of the Director Stock to Director hereunder is intended to be exempt from registration
under the Securities Act of 1933 pursuant to Rule 701 thereunder. Certain definitions are set forth in Section 7 of this Agreement.

     The parties hereto agree as follows:

1.
       Incorporation by Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the
       Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are
       expressly intended not to apply to the award provided hereunder), all of which terms and provisions are made a part of and incorporated
       in this Agreement as if they were expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same
       meaning as is ascribed thereto in the Plan. Director hereby acknowledges receipt of a true copy of the Plan and that Director has read
       the Plan carefully and fully understands its content. In the event of a conflict between the terms of this Agreement and the terms of the
       Plan, the terms of the Plan shall control.

2.
       Grant of the RSUs.


       (a)
               The Company hereby grants to Director, as of the date hereof, [                  ] RSUs, subject to the terms and conditions
               hereunder. Director agrees and understands that nothing contained in this Agreement provides, or is intended to provide,
               Director with any protection against potential future dilution of Director's stockholder interest in the Company for any reason.
               Director shall not have the rights of a stockholder in respect of the shares of Common Stock underlying these RSUs until such
               Common Stock is delivered to the Participant in accordance with Section 4.

       (b)
               The grant of the RSUs by the Company is subject to Director's execution and delivery of the attached Non-Competition,
               Non-Disclosure, Proprietary Information and Patent and Invention Assignment Agreement between Director and the Company
               (or, at the discretion of the Board, a similar agreement containing such terms as the Board, or a duly designated committee
               thereof, shall determine) (the " Director Non-Disclosure Agreement "), and these RSUs and all shares of the Director Stock shall
               be subject to the terms and conditions of the Director Non-Disclosure Agreement.

       (c)
               In connection with the receipt of the RSUs and the delivery of any Director Stock hereunder, Director represents and warrants
               to, and agrees with, the Company that:


               (i)
                      The RSUs and the Director Stock to be acquired by Director pursuant to this Agreement shall be acquired for Director's
                      own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any
                      applicable state securities laws, and the RSUs and the Director Stock shall not be disposed of in contravention of the
                      Securities Act or any applicable state securities laws.
      (ii)
               Director acknowledges that the RSUs and the Director Stock have not been registered under the Securities Act and, therefore,
               cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

      (iii)
               Director is a director on the Board, is sophisticated in financial matters and is able to evaluate the risks and benefits of the
               investment in the Director Stock.

      (iv)
               Director is able to bear the economic risk of holding the Director Stock for an indefinite period of time because the RSUs and
               the Director Stock have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently
               registered under the Securities Act or an exemption from such registration is available.

      (v)
               Director is an "accredited investor" as such term is defined in Rule 501 under the Securities Act.

      (vi)
               Director has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of
               the RSUs and the Director Stock and has had full access to such other information concerning the Company as he has
               requested. Director has reviewed, or has had an opportunity to review, the following documents: (A) the Company's
               Certificate of Incorporation and Bylaws, (B) the Amended and Restated Stockholders' Agreement and (C) the Amended and
               Restated Registration Rights Agreement.

      (vii)
               This Agreement constitutes the legal, valid and binding obligation of Director, enforceable in accordance with its terms, and
               the execution, delivery and performance of this Agreement by Director do not and shall not conflict with, violate or cause a
               breach of any agreement, contract or instrument to which Director is a party or any judgment, order or decree to which
               Director is subject.

      (viii)
               Director has not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this
               Agreement and the other agreements contemplated hereby will not conflict with, violate or cause a breach of, any
               noncompete, nonsolicitation or confidentiality agreement to which Director is a party or by which Director is bound. Director
               agrees to notify the Board of any matter (including, but not limited to, any potential acquisition by the Company) which, to
               Director's knowledge, might reasonably be expected to violate or cause a breach of any such agreement.

      (ix)
               Director is a resident of the State of [              ].

      (x)
               Director has been advised and encouraged in writing (via this Agreement) to consult with an attorney and a tax advisor prior
               to signing this Agreement.


(d)
         As an inducement to the Company to issue any RSUs to Director, and as a condition thereto, Director acknowledges and agrees
         that neither the issuance of the RSUs or the delivery of any Director Stock nor any provision contained herein shall entitle Director
         to a directorship on the Board and/or on the board of directors of the Subsidiaries, or affect the right of the Company to terminate
         Director's directorship at any time, with or without cause.

(e)
         The Company and Director acknowledge and agree that this Agreement has been executed and delivered, the RSUs have been
         granted and any Director Stock that may be delivered hereunder will be delivered, in connection with and as a part of the
         compensation and incentive arrangements between the Company and Director.

(f)
         In connection with the issuance of any Director Stock hereunder, Director hereby agrees and acknowledges that all of the shares of
         the Director Stock are subject in all respects to the terms of this Agreement, the Amended and Restated Stockholders' Agreement
         (as if Director
2
           were an "Employee Stockholder" and as if the shares of the Director Stock were "Covered Shares," as such terms are defined in such
           agreement), and the Amended and Restated Registration Rights Agreement, each as may be amended from time to time. In addition,
           Director hereby accepts all the terms and conditions of (i) the Amended and Restated Stockholders' Agreement, which terms and
           conditions include restrictions on transfer and rights of repurchase in favor of the Company, and agrees to be bound in all respects as
           an "Employee Stockholder" thereunder, and (ii) the Amended and Restated Registration Rights Agreement. Notwithstanding the
           foregoing, Director agrees and acknowledges that under no circumstances may any shares of the Director Stock that may be issued
           hereunder be transferred to any Person except in connection with a Drag Along Transaction (as defined in the Amended and Restated
           Stockholders' Agreement) pursuant to the Amended and Restated Stockholders' Agreement.

3.
       Vesting.


       (a)
                Except as otherwise provided in this Section 3, the RSUs shall become vested in accordance with the following schedule, if as of
                each such date Director has continuously served as a director on the Board and/or on the board of directors of the Subsidiaries
                since the date hereof, such that, subject to the other terms and conditions of this Agreement, all of the RSUs shall be vested on
                [                       ]:


                      Date                                                                 Portion of RSUs Vested

                      [             ]                                        [            ] RSUs
                      [             ]                                        Additional [             ] RSUs

     (b)
             Except as otherwise provided in this Section 3, if Director's directorship with the Company and/or its Subsidiaries terminates for
             any reason (including upon the death or disability of Director prior to the vesting of all or any portion of the RSUs awarded under
             this Agreement), such unvested portion of the RSUs shall immediately be cancelled and Director (and Director's estate, designated
             beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such RSUs.

     (c)
             In addition to Sections 3(a)-(b) above, upon a termination of Director's directorship with the Company that also constitutes a
             "separation from service" within the meaning of Treas. Reg. § 1.409A-3(i)(5) within twelve months following a "Change in
             Control," as defined below, of the Company (the " Change in Control Termination "), the RSUs shall vest as follows: (A) if the
             Change in Control Termination occurs on or before [                            ], [                ] RSUs shall vest on the date of the
             Change in Control Termination and (B) if the Change in Control Termination occurs [                               ], the remaining
             [                ] RSUs shall vest. For purposes of this Agreement, (x) the term " Change in Control " means (i) the consummation
             of any transaction or series of transactions resulting in a Third Party (or group of affiliated third parties) owning, directly or
             indirectly, securities of the Company possessing the voting power to elect a majority of the members of the Board (whether by
             merger, consolidation or sale or transfer of the Company's securities) or (ii) the sale, transfer or other disposition of all or
             substantially all of the business and assets of the Company, whether by sale of assets, merger or otherwise (determined on a
             consolidated basis) to a Third Party (or group of affiliated third parties), and (y) the term " Third Party " means any person or
             entity who or which (i) does not own any of the Company's securities as of the date of this Agreement, (ii) is not controlling,
             controlled by or under common control with any person or entity that owns any of the Company's securities as of the date of this
             Agreement and (iii) is not the spouse or descendent (by birth or adoption) of any person who directly or indirectly owns or controls
             any of the Company's securities as of the date of this Agreement. Upon the occurrence of a Change in Control Termination in the
             time period described in either

                                                                         3
         clause (A) or (B) of the first sentence of this Section 3(c), the Board shall be permitted, in its sole discretion, to cause the Company to
         pay to Director in substitution for the vesting of Director's RSUs and the delivery of Common Stock to Director under such
         circumstances and in respect of each share of Common Stock that would otherwise be issuable upon such vesting, cash in an amount
         per share of Common Stock equal to the price per share payable in the Change in Control in respect of each issued and outstanding
         share of Common Stock.

4.
       Delivery of Common Stock. Subject to the terms of the Plan, if the RSUs awarded by this Agreement become vested, the Company
       shall promptly distribute to Director the number of shares of Common Stock equal to the number of the RSUs that so vested; provided
       that to the extent required by Section 409A of the Code, delivery of shares of Common Stock upon a Participant's "separation from
       service" within the meaning of Treas. Reg. § 1.409A-1 shall be deferred until the six month anniversary of such separation from service.
       In connection with the delivery of the shares of Common Stock pursuant to this Agreement, the Participant agrees to execute any
       documents reasonably requested by the Company and provide therein customary representations and warranties related to the receipt of
       such shares of Common Stock.

5.
       Certificates. The shares of Director Stock may be in certificated or uncertificated form, as permitted by the Company's Bylaws. Prior
       to any registered public offering of any Common Stock, the Company shall hold each certificate representing the Director Stock (or
       shall reflect in its records the uncertificated Director Stock as being held by the Company) until such time as such Director Stock is
       transferred by Director, other than to a Family Transferee (as defined in the Amended and Restated Stockholders' Agreement), in
       compliance with the provisions of the Amended and Restated Stockholders' Agreement.

6.
       Restructuring Event. In the event of a stock dividend, stock split or recapitalization or a corporate reorganization in which the
       Company is a surviving corporation, including without limitation a merger, consolidation, split-up or spin-off or a liquidation or
       distribution of securities or assets other than cash dividends (a " Restructuring Event "), the number of shares of the Director Stock held
       by Director may be adjusted by the Board, or a duly designated committee thereof, as it reasonably determines is necessary to reflect
       such Restructuring Event.

7.
       Definitions.

     " Board " means the Company's Board of Directors.

    " Amended and Restated Registration Rights Agreement " means the Amended and Restated Registration Rights Agreement, by and
among the Company, GT Solar Holdings, LLC, and the other parties thereto, dated July 1, 2008, as amended from time to time.

     " Securities Act " means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

   " Amended and Restated Stockholders' Agreement " means the Amended and Restated Employee Stockholders' Agreement of the
Company, by and among the Company and the stockholders of the Company, dated July 1, 2008, as amended from time to time.

     " Subsidiary " means any corporation of which the Company owns securities having a majority of the ordinary voting power in electing
the board of directors directly or through one or more subsidiaries.

8.
       Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class
       mail (postage prepaid and return receipt requested) or

                                                                        4
     sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated:

     To the Company:

          GT Solar International, Inc.
          243 Daniel Webster Highway
          Merrimack, New Hampshire 03054
          Attention: General Counsel

     To Director:


             [                        ]



             [                        ]



             [                        ]

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending
party. Any notice under this Agreement shall be deemed to have been given when so delivered or sent or, if mailed, five days after deposit in
the U.S. mail.

9.
       General Provisions.


       (a)
                 Transferability. The RSUs shall not be transferable by Director other than by the laws of will or descent. All provisions of
                 this Agreement shall in any event continue to apply to any RSU transferred as permitted by this Section 9(a), and any transferee
                 shall be bound by all provisions of this Agreement as and to the same extent as Director. Any transfer or attempted transfer of
                 any RSUs in violation of any provision of this Agreement or the Amended and Restated Stockholders' Agreement shall be void,
                 and the Company shall not record such transfer on its books or treat any purported transferee of such RSUs as the owner of such
                 stock for any purpose.

       (b)
                 Withholding Taxes. The Company shall be entitled to withhold from any amounts due and payable by the Company to
                 Director the amount of any federal, state, local or other tax which, in the opinion of the Company, is required to be withheld in
                 connection with the vesting of the RSUs or the delivery of shares of the Director Stock. To the extent that the amounts available
                 to the Company for such withholding are insufficient, it shall be a condition to the delivery or vesting, as applicable, of such
                 shares of the Director Stock that Director make arrangements satisfactory to the Company for the payment of the balance of
                 such taxes required to be withheld. The Board, upon the written request of Director, in the Board's sole discretion and pursuant
                 to such procedures as it may specify from time to time, may permit Director to satisfy all or part of the tax obligations in
                 connection with the vesting of the RSUs or the delivery of the shares of Director Stock by (a) having the Company withhold
                 otherwise deliverable shares, or (b) delivering to the Company already-owned shares, in each case having a Fair Market Value
                 (as defined in the Plan) equal to the amount sufficient to satisfy such tax obligations, provided such shares have been held by
                 Director for at least six months.

       (c)
                 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and
                 valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect
                 under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other
                 provision or any other jurisdiction, but this Agreement shall be reformed, construed and

                                                                          5
      enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(d)
        Complete Agreement. This Agreement, the Plan, those documents expressly referred to herein and therein and other documents
        of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior
        understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject
        matter hereof in any way.

(e)
        Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of
        which taken together constitute one and the same agreement.

(f)
        Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be
        enforceable by Director, the Company and their respective successors and assigns (including subsequent permitted holders of the
        RSUs or the Director Stock); provided that the rights and obligations of Director under this Agreement shall not be assignable
        except in connection with a permitted transfer of the Director Stock hereunder.

(g)
        Choice of Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the
        exhibits hereto shall be governed by, and construed in accordance with, the internal law, and not the law of conflicts, of the State
        of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or
        any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(h)
        Remedies. Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to
        recover damages and costs (including reasonable attorney's fees) caused by any breach of any provision of this Agreement and to
        exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages would not be an
        adequate remedy for any breach of the provisions of this Agreement and that any party shall be entitled to specific performance
        and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or deposit) in
        order to enforce or prevent any violations of the provisions of this Agreement.

(i)
        Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of
        the Company and Director.

                                                       *        *        *       *

IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Unit Agreement on the date first written above.

                                  GT SOLAR INTERNATIONAL, INC.

                                  By:


                                  Name:


                                  Title:




                                  [                        ]

                                                                    6
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    Exhibit 10.41
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                                                                                                                                   Exhibit 10.42

                                  PROPRIETARY RIGHTS AND CONFIDENTIALITY AGREEMENT

     THIS PROPRIETARY RIGHTS AND CONFIDENTIALITY AGREEMENT (this " Agreement ") is made as of [                                                ]
between GT SOLAR INTERNATIONAL, INC. on behalf of itself and its affiliates (collectively, the " Company ") and the undersigned
director (" Director ").

     In consideration of Director's engagement as a director of the Company and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto intending to be legally bound agree as follows:

1.    Protection of Confidential Information .

     (a) Obligation to Maintain Confidentiality . Director acknowledges and agrees that the continued success of the Company depends
upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information
now existing or to be developed in the future will be referred to in this Agreement as "Confidential Information." Confidential Information will
be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible
form) that is (i) related to the Company's current or potential business and (ii) is not generally or publicly known. Confidential Information
includes, without limitation, the information, observations and data obtained by Director during the course of his service as a director of the
Company concerning the business and affairs of the Company and includes third party confidential information. Therefore, Director agrees that
he shall not, at any time during or after his service as a director of the Company, disclose to any unauthorized person or use for his own account
any of such Confidential Information without the prior written consent of the Company, unless and to the extent that any Confidential
Information (i) becomes generally known to and available for use by the public other than as a result of Director's acts or omissions or (ii) is
required to be disclosed pursuant to any applicable law or court order, provided that with respect to clause (ii), Director shall at the earliest
practicable date provide a copy of the subpoena or court order to the Company's general counsel. Director agrees to deliver to the Company at
the end of his service as a director of the Company, or at any other time upon request, all tools, supplies and Confidential Information, along
with all copies.

     (b) Use of Information of Employers . During Director's service as a director of the Company, Director is not requested to, and shall
not, use or disclose any confidential information of any employer of the Director or any other person to whom Director has an obligation of
confidentiality.

     (c) Additional Acknowledgments . Director acknowledges and agrees that he has carefully read this Agreement and has given careful
consideration to the restraints imposed upon Director by this Agreement, and is in full accord as to their necessity for the reasonable and proper
protection of Confidential Information of the Company. Director expressly acknowledges and agrees that each and every restraint imposed by
this Agreement is reasonable with respect to subject matter, time period and geographical area.

2.    Miscellaneous .

   (a) No Guarantee . This Agreement shall not be construed and is not intended by either Director or the Company to be a guarantee,
commitment or understanding of Director's continued service as a director of the Company for any period of time.

     (b) Remedies . Because Director's services are unique and because Director has access to Confidential Information and Developments,
the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event of a
breach or

                                                                        1
threatened breach of this Agreement, the Company, in addition to other rights and remedies existing in its favor, shall be entitled to specific
performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of,
the provisions hereof (without posting a bond or other security).

     (c) Survival . Director's obligations under this Agreement shall survive termination of Director's service as a director of the Company
and shall thereafter be enforceable whether or not such termination is later claimed or found to be wrongful or to constitute or result in a breach
of any contract or of any other duty owed or claimed to be owned by the Company to Director.

     (d) Entire Agreement . This Agreement supersedes all prior agreements between the Company and Director related to the subject
matter hereto, and cannot be modified except in writing signed by the parties hereto.

     (e) Assignment . This Agreement shall be binding upon Director and his heirs, successors and legal representatives and shall be
binding upon and inure to the benefit of the Company and its successors and assigns. The Company may freely assign this Agreement. Director
not assign this Agreement or his rights and obligations hereunder.

     (f) Governing Law .       This Agreement shall be governed by the laws of the State of Delaware (without reference to conflict of laws
provisions).

      (g) Representations . Director represents that there is no agreement with any other party that would conflict with his obligations under
this Agreement Director represents and warrants that he (i) has read and understands each and every provision of this Agreement, (ii) has had
the opportunity to obtain advice from legal counsel of his choice in order to interpret any and all provisions of this Agreement and (iii) has had
the opportunity to ask the Company questions about this Agreement and any of such questions he has asked have been answered to his
satisfaction.

EXECUTED this                    day of                       2008.


Sign:                                                      Witness:

Print Name:                                                Print Name:

                                                                         2
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    Exhibit 10.42
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                                                                                                                                    Exhibit 10.43

                     GT SOLAR INCORPORATED EMPLOYEE, NON-COMPETITION, NON-DISCLOSURE,
                             PROPRIETARY INFORMATION AND PATENT AND INVENTION
                                           ASSIGNMENT AGREEMENT

    In consideration of my employment or continued employment, as the case may be, with GT Solar Incorporated (the "Company"), and the
compensation received by me from the Company, from time to time, I hereby agree with the Company as follows:

1.
       Proprietary Information and Inventions —I understand and acknowledge that:


       A.
              The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with
              respect to its business and that as part of my employment by the Company, I am (or may be), expected to make new
              contributions and inventions of value to the Company.

       B.
              My employment creates a relationship of confidence and trust between me and the Company with respect to certain information
              applicable to the business of the Company or applicable to the business of any client or customer of the Company, which may be
              made known to me by the Company or by any client or customer of the Company, or learned by me during the period of my
              employment.

       C.
              The Company possesses, and will continue to possess, information that has been created, discovered or developed by, or
              otherwise become known to, the Company (including, without limitation, information created, discovered, developed or made
              known by me during the period of or arising out of my employment by the Company, whether before or after the date hereof) or
              in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has
              commercial value in the business in which the Company is engaged and is treated by the Company as confidential. All such
              information is hereinafter called "Proprietary Information", which term, as used herein, shall also include, but shall not be
              limited to, systems, processes, formulae, data, functional specifications, computer programs, blueprints, know-how,
              improvements, discoveries, developments, designs, inventions, techniques, marketing plans, strategies, forecasts, new products,
              unpublished financial statements, budgets, projections, licenses, prices, costs and customer and supplier lists; provided,
              however, that the term "Proprietary Information" shall not include any of the foregoing which is in the public domain.

       D.
              All existing confidential lists of customers of the Company, and all confidential lists of customers of the Company developed
              during the course of my employment by the Company, are and shall be the sole and exclusive property of the Company, and that
              I neither have nor shall have any right, title or interest therein; such lists of customers are and must continue to be confidential;
              and the Company's present and future business relationship with its customers is and will continue to be of a type which
              normally continues unless interfered with by others.

       E.
              As used herein, the period of my employment includes any time during which I may be retained by the Company as an
              Independent Contractor.


2.
       Ownership of Proprietary Information —All Proprietary Information shall be the sole property of the Company and its assigns, and
       the Company and its assigns shall be the sole owner of all
     patents, copyrights, trademarks and other rights in connection therewith. I hereby assign to the Company any rights I may have or acquire
     in such Proprietary Information. I hereby acknowledge that all Proprietary Information is and must continue to be confidential and that the
     same is not readily accessible to competitors of the Company. At all times, both during my employment by the Company and after its
     termination, I will keep in strictest confidence and trust all Proprietary Information and I will not use or disclose any Proprietary
     Information without the written consent of the Company, except as may be necessary in the ordinary course of performing my duties as an
     employee of the Company.

3.
       Commitment to Company; Other Employment —During the period of my employment by the Company, I will devote substantially all
       of my time for the Company and I will not, without the Company's prior written consent, engage in any employment or business other
       than for the Company.

4.
       Documentation —In the event of the termination of my employment for any reason, I will deliver to the Company all documents,
       notes, drawings, blueprints, formulae, specifications, computer programs, data and other materials of any nature pertaining to any
       Proprietary Information or to my work with the Company, and will not take any of the foregoing or any reproduction of any of the
       foregoing that is embodied in a tangible medium of expression.

5.
       Disclosure of Inventions —I will promptly disclose to the Company (or any persons designated by it) all discoveries, developments,
       designs, improvements, inventions, blueprints, formulae, processes, techniques, computer programs, strategies, know-how and data,
       whether or not patentable or registerable under copyright or similar statutes, made or conceived or reduced to practice or learned by me,
       either alone or jointly with others, during the period of my employment that are related to the business of the Company or that result
       from tasks assigned to me by the Company or that result from the use of premises or property (including computer systems and
       engineering facilities) owned, leased or contracted for by the Company (all such discoveries, developments, designs, improvements,
       inventions, formulae, processes, techniques, computer programs, strategies, blueprints, know-how and data are hereinafter referred to as
       "Inventions"). I will also promptly disclose to the Company, and the Company hereby agrees to receive all such disclosures in
       confidence, all other discoveries, developments, designs, improvements, inventions, formulae, processes, techniques, computer
       programs, strategies, blueprints, know-how and data, whether or not patentable or registerable under copyright or similar statutes, made
       or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment for the
       purpose of determining whether they constitute "Inventions", as defined above.

6.
       Ownership of Inventions —All Inventions shall be the sole property of the Company and its assigns, and the Company and its assigns
       shall be the sole owner of all patents, copyrights, trademarks and other rights in connection therewith. I hereby assign to the Company
       any rights I may have or acquire in such Inventions. I shall assist the Company in every proper way as to all such Inventions (but at the
       Company's expense) to obtain and, from time to time, enforce patents, copyrights, trademarks and other rights and protections relating
       to said Inventions in any and all countries, and to that end, I will execute all documents for use in applying for and obtaining such
       patents, copyrights, trademarks and other rights and protections on and enforcing such Inventions, as the Company may desire, together
       with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company in obtaining and
       enforcing patents, copyrights, trademarks and other rights and protections relating to such Inventions in any and all countries shall
       continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination
       for time actually spent by me at the
      Company's request on such assistance. In the event the Company is unable, after reasonable effort, to secure my signature on any
      document or documents needed to apply for or prosecute any patent, copyright or other right or protection relating to an Invention, for any
      reason whatsoever, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and
      attorney-in-fact, to act for and on my behalf to execute and file any such application or applications and to do all other lawfully permitted
      acts to further the prosecution and issuance of patents, copyrights or similar protections thereon with the same legal force and effect as if
      executed by me and I hereby ratify, affirm and approve all such lawfully permitted acts accordingly.

7.
        Other Agreements —I represent and warrant that my execution and delivery of this Agreement and the performance of all the terms of
        this Agreement does not and will not breach any agreement to keep in confidence proprietary information acquired by me in confidence
        or trust. I have not entered into and shall not enter into any agreement, either written or oral, in conflict herewith.

8.
        Use of Confidential Information of Other Persons —I represent that I have not brought and will not bring with me to the Company or
        use at the Company any materials or documents of an employer or a former employer that are not generally available to the public,
        unless express written authorization from such employer for their possession and use has been obtained. I also understand that I am not
        to breach any obligation of confidentiality that I have to any employer or former employer and agree to fulfill all such obligations
        during the period of my affiliation with the Company.

9.
        Restrictive Covenant —I hereby acknowledge and recognize my possession of Proprietary Information and the highly competitive
        nature of the business of the Company and accordingly agree that, in consideration of the premises contained herein, I will not, during
        the period of my employment by the Company and in the event that my employment with the Company is terminated for any reason
        whatsoever and whether such termination be voluntary or involuntary, for a period of three years (3) years following such termination,
        (i) directly or indirectly engage in any competitive business (defined as a business that designs, develops, manufactures, markets or sells
        a product, product line or service that competes with any product, product line or service of the Company as they presently exist or as
        may be in existence or development on the date of termination of my employment with the Company whether such engagement shall be
        as an employer, officer, director, owner, employee, partner or other participant, (ii) assist others in engaging in any competitive business
        in the manner described in the foregoing clause (i), or (iii) induce employees of the Company, its affiliates or subsidiaries to terminate
        their employment with the Company or such affiliate or subsidiary and/or engage in any competitive business. I understand that this
        Section 9 is not meant to prevent me from earning a living or fostering my career. It does intend, however, to prevent any competitive
        business from gaining any unfair advantage from my knowledge of Proprietary Information. I understand that by making my new
        employer aware of the provisions of this Section 9, they can take such action as to avoid my breaching the provisions hereof and to
        indemnify me in the even of a breach.

10.
        Agreement Not to Solicit Customers —During the course of my employment by the Company for a period of three (3) years following
        the termination of such employment for any reason whatsoever and whether such termination be voluntary or involuntary, I will not,
        directly or indirectly, as owner, officer, director, stockholder, partner, associate, consultant, manager, advisor, representative, employee,
        agent, creditor or otherwise, attempt to solicit or in any other way disturb or service any person, firm or corporation that has been a
        customer account of the Company at any time or times within three (3) years prior to the termination date of my
      employment, whether or not I had direct account responsibility for a contact with such customer account.

11.
        Remedies —I acknowledge that a remedy at law for any breach or threatened breach of the provisions of this Agreement would be
        inadequate and, therefore, agree that the Company shall be entitled to injunctive relief in addition to any other available rights and
        remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as
        prohibiting the Company from pursuing any other remedies available for any such breach or threatened breach.

12.
        Assignment —This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of any successor or
        successors of the Company, whether by reorganization, merger, consolidation, sale of assets or otherwise, except that neither this
        Agreement nor any rights or benefits hereunder may be assigned by me.

13.
        Interpretation —It is the desire and intent of the parties hereto that the provisions of this Agreement shall be enforced to the fullest
        extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any
        particular provision of this Agreement shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to
        delete there from the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of
        such provision in the particular jurisdiction in which such adjudication is made. In addition, if any one or more of the provisions
        contained in this Agreement shall, for any reason, be held to be excessively broad as to duration, geographical scope, activity or subject,
        it shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law as it shall then
        appear.

14.
        Notices —Any notice which a party is required or may desire to give pursuant to this Agreement shall be given by personal delivery or
        registered or certified mail, return receipt requested, addressed to the Employee at the address of the Employee of record with the
        Company and addressed to the Company at its principal office, or at such other place as either party may, from time to time, designate
        in writing. The date of personal delivery or the date of mailing any such notice shall be deemed to be the date of delivery thereof.

15.
        Waivers —If either party shall waive any breach of any provision of this Agreement, her or it shall not thereby be deemed to have
        waived any preceding or succeeding breach of the same or any other provision of this Agreement.

16.
        Headings —The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof
        nor to affect the meaning hereof.

17.
        Governing Law —This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New
        Hampshire with respect to contracts made and to be performed wholly therein.

18.
        No Employment Agreement —I acknowledge that this Agreement does not constitute an employment agreement and agree that this
        Agreement shall be binding upon me regardless of whether or not my employment shall continue for any length of time hereafter and
        whether or not my employment is terminated for any reason whatsoever by either the Company or me or both.

19.
        Complete Agreement; Amendments: Prior Agreements —The foregoing is the entire agreement of the parties with respect to the
        subject matter hereof and may not be amended,
    supplemented, canceled or discharged except by written instrument executed by both parties hereto. This Agreement supersedes any and
    all prior agreements between the parties hereto with respect to the matters covered hereby.

                     Date:   1/07/08                                        /s/ Robert W. Woodbury

                                                                            Employee


Accepted and agreed to as of this date by GT Solar Incorporated

Date:                                                             By:

                                                                  Name:
                                                                  Title:
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    Exhibit 10.43