Exhibit 3.1

AMENDED
AND RESTATED
CERTIFICATE OF INCORPORATION OF GT SOLAR INTERNATIONAL, INC.A DELAWARE CORPORATION

GT
Solar International, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1.    The
name of the corporation is GT Solar International, Inc.

2.    The
original certificate of incorporation of the corporation was filed with the Secretary of State of the State of Delaware on September 27, 2006.

3.    This
Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors and the stockholders of the corporation in accordance with the
provisions of Sections 242, 245, 141(f) and 228 of the General Corporation Law of the State of Delaware.

4.    This
Amended and Restated Certificate of Incorporation, as set forth in full on the Attached Exhibit A, amends and, as so amended, integrates and restates in its
entirety the certificate of incorporation of the corporation, and this Amended and Restated Certificate of Incorporation shall become effective upon filing in the office of the Secretary of State of
the State of Delaware.

IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be executed this      day of July, 2008.

GT SOLAR INTERNATIONAL, INC.,a Delaware corporationBy:Name:

Edwin L. LewisTitle:

Vice President, General
Counsel and Secretary


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EXHIBIT A

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
GT SOLAR INTERNATIONAL, INC.

ARTICLE ONE
NAME

The name of the Corporation is GT Solar International, Inc. (the "Corporation").

ARTICLE TWO
REGISTERED OFFICE AND AGENT

The address of the Corporation's registered office in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of
Dover, County of Kent, 19904. The name of its registered agent at such address is National Registered Agents, Inc.

ARTICLE THREE
PURPOSE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations
may be organized under the Delaware General Corporation Law (the "DGCL").

ARTICLE FOUR
CAPITAL STOCK

Section 1.Authorized Shares.The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is 510,000,000 shares, of which:

500,000,000
shares, par value $0.01 per share, shall be shares of common stock (the "Common Stock"); and

10,000,000
shares, par value $0.01 per share, shall be shares of initially undesignated preferred stock ("Preferred Stock").

Upon
the effectiveness of this Amended and Restated Certificate of Incorporation (the "Effective Time"), each share, if any, of the Common
Stock issued and outstanding or held in treasury immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be reclassified into
seventeen (17) shares of Common Stock. Each stock certificate that, immediately prior to the Effective Time, represented shares of the Common Stock shall, from and after the Effective Time,
represent that number of shares of Common Stock equal to the number of shares shown on the face of the certificate multiplied by seventeen (17).

Section 2.Common Stock.Except as (i) otherwise required by law or (ii) expressly provided
in this Amended and Restated Certificate of Incorporation (as amended from time to time), each share of Common Stock shall have the same powers, rights and privileges and shall rank equally, share
ratably and be identical in all respects as to all matters.

(a)Dividends.Subject to the rights of the holders of Preferred Stock and to the other provisions of this
Amended and Restated Certificate of Incorporation (as amended from time to time), holders of Common Stock shall be entitled to receive equally, on a per share basis, such dividends and other
distributions in cash, securities or other property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally
available therefor.

(b)Voting Rights.At every annual or special meeting of stockholders of the Corporation, each holder of Common
Stock shall be entitled to cast one (1) vote for each share of Common Stock standing in such holder's name on the stock transfer records of the Corporation.

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(c)Liquidation Rights.In the event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, after payment or provision for payment of the Corporation's debts and amounts payable upon shares of Preferred Stock entitled to a preference, if any,
over holders of Common Stock upon such dissolution, liquidation or winding up, the remaining net assets of the Corporation shall be distributed among holders of shares of Common Stock equally on a per
share basis. A merger or consolidation of the Corporation with or into any other corporation or other entity, or a sale or conveyance of all or any part of the assets of the Corporation (which shall
not in fact result in the liquidation of the Corporation and the distribution of assets to its stockholders) shall not be deemed to be a voluntary or involuntary liquidation or dissolution or winding
up of the Corporation within the meaning of this Paragraph (c).

(d)Conversion Rights.The Common Stock shall not be convertible into, or exchangeable for, shares of any other
class or classes or of any other series of the same class of the Corporation's capital stock.

(e)Preemptive Rights.No holder of Common Stock shall have any preemptive rights with respect to the Common
Stock or any other securities of the Corporation, or to any obligations convertible (directly or indirectly) into securities of the Corporation whether now or hereafter authorized.

(f)Registration or Transfer.The Corporation shall keep at its principal office (or such other place as the
Corporation reasonably designates) a register for the registration of Common Stock. Upon the surrender of any certificate representing shares of any class of Common Stock at such place, the
Corporation shall, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefore representing in the aggregate the number of
shares of such class represented by the surrendered certificate, and the Corporation forthwith shall cancel such surrendered certificate. Each such new certificate will be registered in such name and
will represent such number of shares of such class as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. The
issuance of new certificates shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection
with such issuance.

(g)Replacement.Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the
registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of any class of Common Stock, and in the case
of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation upon surrender of such certificate, the Corporation
shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or
mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

(h)Notices.All notices referred to herein shall be in writing, shall be delivered personally or by first class
mail, postage prepaid, and shall be deemed to have been given when so delivered or mailed to the Corporation at its principal executive offices and to any stockholder at such holder's address as it
appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder).

Section 3.Preferred Stock.The Board of Directors is authorized, subject to limitations prescribed by
law or any exchange on which the Corporation's securities may then be listed, to provide by resolution or resolutions for the issuance of all or any of the shares of Preferred Stock in one or more
class or series, to establish the number of shares to be included in each such class or series, and to fix the voting powers, designations, powers, preferences, and relative, participating, optional,
or other rights, if any, of the shares of each such class or series, and any qualifications, limitations, or restrictions thereof including, without limitation, the authority to provide that any such
class or series

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may
be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such
rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (iii) entitled to
such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or
of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such
resolution or resolutions. Irrespective of the provisions of Section 242(b)(2) of the DGCL, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote, without the separate vote of the
holders of the Preferred Stock as a class. Subject toSection 1ofArticle Four, the Board of
Directors is also expressly authorized to increase or decrease the number of shares of any class or series of Preferred Stock subsequent to the issuance of shares of that class or series, but not
below the number of shares of such class or series then outstanding. In case the number of shares of any class or series shall be decreased in accordance with the foregoing sentence, the shares
constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such class or series.

ARTICLE FIVE
DURATION

The Corporation is to have perpetual existence.

ARTICLE SIX
BOARD OF DIRECTORS

Section 1.Number of Directors.Subject to any rights of the holders of any class or series of Preferred
Stock to elect additional directors under specified circumstances, the number of directors which shall
constitute the Board of Directors shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office.

Section 2.Election and Term of Office.The directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors;provided that, whenever the holders
of any class or series of capital stock of the Corporation are entitled to elect one or more directors pursuant to the provisions of this Amended and Restated Certificate of Incorporation (including,
but not limited to, any duly authorized certificate of designation), such directors shall be elected by a plurality of the votes of such class or series present in person or represented by proxy at
the meeting and entitled to vote in the election of such directors. The directors shall be elected and shall hold office only in this manner, except as expressly provided in Sections 3and4of thisArticle Six. Each
director shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Elections of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.

Section 3.Newly-Created Directorships and Vacancies.Subject to the rights of the holders of any series
of Preferred Stock then outstanding, newly created directorships resulting from any increase in the number of directors or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or any other cause may be filled, so long as there is at least one remaining director, only by the Board of Directors, provided that a quorum is then
in office and present, or by a majority of the directors then in office, if less than a quorum is then in office, or by the sole remaining director. Directors elected to fill a newly created
directorship or other vacancies shall hold office until the annual meeting for the year in which such director's term expires and his or

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her
successor has been duly elected and qualified, or until his or her earlier death, resignation or removal as hereinafter provided.

Section 4.Removal of Directors.Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any director may be removed from office at any time for cause, at a meeting called for that purpose, but only by the affirmative vote of the holders of at least 662/3%
of the voting power of all outstanding shares of Common Stock entitled to vote generally in the election of directors, voting together as a single class.

Section 5.Rights of Holders of Preferred Stock.Notwithstanding the provisions of this Article Six, whenever the holders of one or
more series of Preferred Stock issued by the Corporation shall have the right, voting separately or together
by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorship shall be governed by the
rights of such Preferred Stock as set forth in the certificate of designations governing such series.

Section 6.Bylaws.The Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of
the Corporation. Notwithstanding the foregoing and anything contained in this Amended and Restated Certificate of Incorporation to the contrary, the Bylaws of the Corporation shall not be amended or
repealed by the stockholders, and no provision inconsistent therewith shall be adopted by the stockholders, without the affirmative vote of the holders of 662/3% of the voting power of
all outstanding shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

ARTICLE SEVEN
LIMITATION OF LIABILITY

To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader director protection rights than permitted prior thereto), no director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the Corporation or its stockholders. Any repeal or modification of thisArticle
Sevenby the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or
modification.

ARTICLE EIGHT
INDEMNIFICATION

Section 1.Right to Indemnification.Each person who was or is made a party or is threatened to be made a
party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation
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 (hereinafter an
"Indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or in any such other capacity while
so serving, shall be indemnified and held harmless by the Corporation to the full extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), or by other
applicable law as then in effect, against all expense, liability and loss (including attorneys' fees and related disbursements, judgments, fines, excise taxes and penalties under

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the
Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA"), penalties and amounts paid or to be paid in settlement)
actually and reasonably incurred or suffered by such Indemnitee in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, partner,
member, principal, or trustee or to hold a comparable position, in each case as applicable, and shall inure to the benefit of his or her heirs, executors and administrators. Each person who is or was
serving as a director or officer of a subsidiary of the Corporation shall be deemed to be serving, or have served, at the request of the Corporation. Any indemnification (but not advancement of
expenses) under thisArticle Eight(unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, partner, member, principal, trustee or person holding a comparable position, as applicable, is proper in the circumstances because he or
she has met the applicable standard of conduct set forth in the DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment). Such determination shall be made with respect to a person
who is a director, officer, partner, member, principal, trustee or person holding a comparable position, as applicable, at the time of such determination (a) by a majority vote of the directors
who were not parties to such proceeding (the "Disinterested Directors"), even though less than a quorum, (b) by a committee of Disinterested
Directors designated by a majority vote of Disinterested Directors, even though less than a quorum, (c) if there are no such Disinterested Directors, or if such Disinterested Directors so
direct, by independent legal counsel in a written opinion, or (d) by the stockholders.

Section 2.Advancement of Expenses.Expenses (including attorneys' fees, costs and charges) incurred by
an Indemnitee in defending a proceeding shall be paid by the Corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to
repay all amounts so advanced in the event that it shall ultimately be determined that such Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article Eight. The
majority of the Disinterested Directors or a committee thereof may, in the manner set forth above, and upon approval of such
Indemnitee, authorize the Corporation's counsel to represent such person, in any proceeding, whether or not the Corporation is a party to such proceeding.

Section 3.Procedure for Indemnification.Any indemnification or advance of expenses (including
attorneys' fees, costs and charges) under thisArticle Eightshall be made promptly, and in any event within 30 days upon the written request of
the Indemnitee (and, in the case of advance of expenses, receipt of a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not
entitled to be indemnified therefor pursuant to the terms of thisArticle Eight). The right to indemnification or advances as granted by this Article Eightshall be enforceable by the Indemnitee in any court of competent jurisdiction, if the Corporation denies such request, in whole or in
part, or if no disposition thereof is made within 30 days. Such person's costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or
in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses
(including attorney's fees, costs and charges) under thisArticle Eightwhere the required undertaking, if any, has been received by the Corporation)
that the claimant has not met the standard of conduct set forth in the DGCL, as the same exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement
of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, as the same exists or hereafter
may be amended (but, in the case of any such

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amendment,
only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), nor the
fact that there has been an actual determination by the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of partners, members,
principals, trustees, or others holding comparable positions, as applicable, for whom indemnification is provided pursuant to thisArticle Eightshall
be the same procedure set forth in thisSection 3for directors or officers, unless otherwise set forth in the action of the Board of Directors
providing indemnification for such employee or agent.

Section 4.Other Rights; Continuation of Right to Indemnification.The indemnification and advancement of
expenses provided by thisArticle Eightshall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of
expenses may be entitled under any law (common or statutory), bylaw, agreement, vote of stockholders or Disinterested Directors or otherwise, both as to action in his/her official capacity and as to
action in another capacity while holding office or while employed by or acting as agent for the Corporation, and shall continue as to a person who has ceased to be a director or officer, and shall
inure to the benefit of the estate, heirs, executors and administers of such person. All rights to indemnification under thisArticle Eightshall be
deemed to be a contract between the Corporation and each director or officer of the Corporation who serves or served in such capacity at any time while thisArticle
Eightis in effect. Any repeal or modification of thisArticle Eightor any repeal or modification of relevant provisions of the
DGCL or any other applicable laws shall not in any way diminish any rights to indemnification of such director or officer or the obligations of the Corporation arising hereunder with respect to any
proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the
purposes of thisArticle Eight, references to "the Corporation" include all constituent corporations absorbed in a consolidation or merger as well as
the resulting or surviving corporation, so that any person who is or was a director or officer of such a constituent corporation or is or was serving at the request of such constituent corporation as
a director or officer of another corporation, as a partner or officer of a partnership, 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 shall stand in the same position under the provisions of thisArticle Eight, with respect to the resulting or surviving
corporation, as he or she would if he or she had served the resulting or surviving corporation in the same capacity.

Section 5.Insurance.The Corporation may purchase and maintain insurance on its own behalf and on behalf
of any person who is or was a director, officer, employee or agent of the Corporation or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, whether or not the Corporation
would have the power to indemnify such person against such expenses, liability or loss under the DGCL.

Section 6.Reliance.Persons who after the date of the adoption of this provision become or remain
directors or officers of the Corporation or who, while a director or officer of the Corporation, become or remain a director or officer of a subsidiary, shall be conclusively presumed to have relied
on the rights to indemnity, advance of expenses and other rights contained in thisArticle Eightin entering into or continuing such service. The rights
to indemnification and to the advance of expenses conferred in thisArticle Eightshall apply to claims made against an Indemnitee arising out of acts
or omissions which occurred or occur both prior and subsequent to the adoption hereof.

Section 7.Savings Clause.If thisArticle Eightor any
portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each

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person
entitled to indemnification under the first paragraph of thisArticle Eightas to all expense, liability and loss (including attorneys' fees and
related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for
which indemnification is available to such person pursuant to thisArticle Eightto the full extent permitted by any applicable portion of this Article Eightthat shall not have been invalidated and to the full extent permitted by applicable law.

ARTICLE NINE
ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS OF STOCKHOLDERS;
ADVANCE NOTICE

Beginning immediately following the consummation of the Corporation's initial public offering of its Common Stock pursuant to an
effective registration statement under the Securities Act of 1933, as amended, the stockholders of the Corporation may not take any action by written consent in lieu of a meeting, and must take any
actions at a duly called annual or special meeting of stockholders and the power of stockholders to consent in writing without a meeting is specifically denied. Special meetings of stockholders of the
Corporation may be called only by either the Board of Directors pursuant to a resolution adopted by the affirmative vote of the majority of the total number of directors then in office or by the
chairman of the board or the chief executive officer of the Corporation. Notwithstanding the foregoing, the provisions of the first two sentences of thisArticle
Nineshall not apply at any time when the Common Stock is not registered under Section 12 of the Securities Exchange Act of 1934, as amended. Advance notice of
stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in
the Bylaws of the Corporation.

ARTICLE TEN
CORPORATE OPPORTUNITIES; CERTAIN TRANSACTIONS

Section 1.Certain Acknowledgements.In recognition and anticipation that: (i) the directors,
officers, members, managers and/or employees of OCM/GFI Power Opportunities Fund II, L.P., OCM/GFI Power Opportunities Fund II (Cayman), L.P. or any of their respective affiliates or
investment funds (collectively, "GFI") may serve as directors and/or officers of the Corporation, (ii) GFI may engage in the same or similar
activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the
Corporation, directly or indirectly, may engage, (iii) non-employee directors of the Corporation may engage in the same or similar activities or related lines of business as those
in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage and
(iv) the Corporation and its subsidiaries may engage in material business transactions with GFI and that the Corporation is expected to benefit therefrom, the provisions of this Article Tenare set
forth to regulate and define the conduct of certain affairs of the Corporation as they may involve GFI and its directors, officers,
members, managers and/or employees, and the powers, rights, duties and liabilities of the Corporation and its officers, directors and stockholders in connection therewith.

Section 2.Competition and Corporate Opportunities.GFI shall not have any duty to refrain from engaging
directly or indirectly in the same or similar business activities or lines of business as the Corporation or
any of its subsidiaries. In the event that GFI acquires knowledge of a potential transaction or matter which may be a corporate opportunity for themselves and the Corporation or any of its
subsidiaries, neither the Corporation nor any of its subsidiaries shall have any expectancy in such corporate opportunity, and GFI shall not have any duty to communicate or offer such corporate
opportunity to the Corporation or any of its subsidiaries and may pursue or acquire such corporate opportunity for themselves or direct such corporate opportunity to another person.

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Section 3.Allocation of Corporate Opportunities.In the event that a non-employee director
of the Corporation acquires knowledge of a potential transaction or matter which may be a corporate opportunity for the Corporation or any of its subsidiaries and such non-employee
director, neither the Corporation nor any of its subsidiaries shall have any expectancy in such corporate opportunity, unless such corporate opportunity is expressly offered to such
non-employee director solely in his or her capacity as a director of the Corporation.

Section 4.Agreements and Transactions with GFI.In the event that GFI enters into an agreement or
transaction with the Corporation or any of its subsidiaries, a director or officer of the Corporation who is also a director, officer, member, manager and/or employee of GFI shall have fully satisfied
and fulfilled the fiduciary duty of such director or officer to the Corporation and its stockholders with respect to such agreement or transaction, if:

(a)   The
agreement or transaction was approved, after being made aware of the material facts of the relationship between each of the Corporation or subsidiary thereof and GFI
and the material terms and facts of the agreement or transaction, by (i) an affirmative vote of a majority of the members of the Board of Directors of the Corporation who are not persons or
entities with a material financial interest in the agreement or transaction ("Interested Persons"), or (ii) an affirmative vote of a majority of
the members of a committee of the Board of Directors of the Corporation consisting of members who are not Interested Persons;

(b)   The
agreement or transaction was fair to the Corporation at the time the agreement or transaction was entered into by the Corporation; or

(c)   The
agreement or transaction was approved by an affirmative vote of a majority of the shares of the Corporation's Common Stock entitled to vote, excluding GFI and any
Interested Person; provided, that, if no Common Stock is then outstanding, a majority of the voting power of the Corporation's capital stock entitled to vote, excluding GFI and any Interested Person.

Section 5.Amendment of this Article.Notwithstanding anything to the contrary elsewhere contained in
this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of at least 80% of the voting power of all shares of Common Stock then outstanding, voting together as a
single class, shall be required to alter, amend or repeal, or to adopt any provision or bylaw inconsistent with, thisArticle Ten. Any amendment, repeal
or modification of thisArticle Tenshall not in any way diminish the rights or protections afforded by thisArticle
Tenwith respect to or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, modification or repeal. No amendment, repeal or
modification of thisArticle Tenshall apply to or have any effect on the liability or alleged liability of GFI for or with respect to any opportunities
of which GFI becomes aware prior to such amendment or repeal.

ARTICLE ELEVEN
AMENDMENT

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate
of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding any other provision
of this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, this
Amended and Restated Certificate of Incorporation, the Bylaws of the Corporation or otherwise, but in addition to any affirmative vote of the holders of any particular class or series of the capital
stock required by law, this Amended and Restated Certificate of Incorporation, the Bylaws of the Corporation or otherwise, the affirmative vote of the holders of at least 662/3% of the
voting power of all outstanding shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt any provision
inconsistent with, to

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amend
or repeal any provision of, or to adopt a bylaw inconsistent with,Article Six,Seven, Eight,Nine, orElevenof this Amended and Restated
Certificate of Incorporation.

ARTICLE TWELVE
SECTION 203

The Corporation expressly elects to be governed by Section 203 of the DGCL. Notwithstanding the terms of Section 203 of
the DGCL, GFI and GT Solar Holdings, LLC shall not be deemed at any time and without regard to the percentage of voting stock of the Corporation owned by GFI or GT Solar Holdings, LLC to
be an "interested stockholder" as such term is defined in Section 203(c)(5) of the DGCL.

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