**EXHIBIT 3.1.1**

 

**CERTIFICATE OF AMENDMENT OF THE AMENDED ANDRESTATED CERTIFICATE OF INCORPORATION OFULTRATECH STEPPER, INC.**

 

UltratechStepper, Inc., a corporation organized and existing under the GeneralCorporation Law of the State of Delaware (the “Corporation”)

 

DOES HEREBY CERTIFY:

 

FIRST:           Thatthe Board of Directors of the Corporation duly adopted a resolution settingforth a proposed amendment to the Amended and Restated Certificate ofIncorporation of the Corporation and declaring said amendment advisable anddirecting that said amendment be submitted to the stockholders of saidCorporation entitled to vote in respect thereof for their approval.  The resolution setting forth said amendmentis as follows:

 

RESOLVED, thatthe Amended and Restated Certificate of Incorporation of the Corporation beamended by changing Article IV thereof so that, as amended, said provisionshall be and read in its entirety as follows:

 

**ARTICLE IV**

 

Thiscorporation is authorized to issue two classes of stock to be designated commonstock (“Common Stock”) and preferred stock (“Preferred Stock”).  The number of shares of Common Stockauthorized to be issued is Thirty Million (30,000,000), par value $0.001 pershare, and the number of shares of Preferred Stock authorized to be issued isTwo Million (2,000,000), par value $0.001 per share.

 

The PreferredStock may be issued from time to time in one or more series, without furtherstockholder approval.  The Board ofDirectors is hereby authorized, in the resolution or resolutions adopted by theBoard of Directors providing for the issue of any wholly unissued series ofPreferred Stock, within the limitations and restrictions stated in this Amendedand Restated Certificate of Incorporation, to fix or alter the divided rights,dividend rate, conversion rights, voting rights, rights and terms of redemption(including sinking fund provisions), the redemption price or prices, and theliquidation preferences of any wholly unissued series of Preferred Stock, andthe number of shares constituting any such series and the designation thereof,or any of them, and to increase or decrease the number of shares of any seriessubsequent to the issue of shares of that series, but not below the number ofshares of such series then outstanding. In case the number of shares of any series shall be so decreased, theshares constituting such decrease shall resume the status which they had priorto the adoption of the resolution originally fixing the number of shares ofsuch series.

 

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SECOND:      Thatthereafter said amendment was duly adopted in accordance with the provisions ofSection 242 of the General Corporation Law of the State of Delaware.

 

 

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IN WITNESSWHEREOF, this Certificate of Amendment of the Amended and Restated Certificateof Incorporation has been signed by the President and the Secretary of theCorporation this 17th day of May, 1995.

 

 
|   | ULTRATECH  STEPPER, INC. |
|--------|--------------------------|
|   |                     |
|   |                     |
|   | By:                      | /s/ Arthur  W. Zafirouplo |   |
|   |                     | Arthur W.  Zafiropoulo, President |

 

 
| ATTEST: |
|---------|
|    |   |
|    |   |
| By:     | /s/ William  G. Leunis |   |
|    | William G.  Leunis, III, |
|    | Secretary |

 

 

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