U.S. DISTRICT COURT 

DISTRICT OF NEW HAMPSHIRE 

UNITED STATES DISTRICT COURT 

DISTRICT OF NEW HAMPSHIRE 

SEP 27 2011 

FILED 

IRVING S. BRAUN, individually and on 

behalf of all others similarly situated, 

Plaintiff, 

vs. 

GT SOLAR INTERNATIONAL, INC., et al., 

<&- "{n Defendants. 

CIVIL ACTION NO. 1:08-CV-00312-JL 

(MAIN CASE) 

[PRBBOSEDl ORDER AND FINAL JUDGMENT 

^ T 

On the ^ / day of J&gj. , 2011, a hearing having been held before 

this Court to determine: (a) whether the above-captioned federal securities class action 

(the "Action") satisfies the applicable prerequisites for class action treatment under Rule 

23 of the Federal Rules of Civil Procedure; (b) whether the terms of the proposed 

settlement ("Settlement") described in the Stipulation of Settlement dated May 4, 2011 

(the "Stipulation"), are fair, reasonable and adequate, and should be approved by the 

Court; (c) whether the proposed allocation of the Settlement Fund (the "Plan of 

Allocation") is fair and reasonable and should be approved by the Court; (d) whether the 

Order and Final Judgment as provided under the Stipulation should be entered, 

dismissing the Action on the merits and with prejudice, and to determine whether the 

release of the Released Claims as against the Released Persons, as set forth in the 

Stipulation, should be ordered; (e) whether the Fee and Expense Application should be 

approved; and (f) such other matters as the Court might deem appropriate; and 

The Court having considered all matters submitted to it at the hearing held on 

-XJfrpv' <s J , 2011 and otherwise; and 

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It appearing that a Notice of Proposed Settlement of Class Action, Motion for 

Attorneys' Fees and Reimbursement of Expenses and Settlement Fairness Hearing 

("Notice") substantially in the form approved by the Order for Notice and Hearing dated 

May 13, 2011 was mailed to all persons and entities reasonably identifiable who 

purchased the common stock that is the subject of the Action, except those persons and 

entities excluded from the definition of the Class; and 

It appearing that a Summary Notice of Pendency and Proposed Settlement of 

Class Action ("Summary Notice") substantially in the form approved by the Court in the 

Order for Notice and Hearing was published pursuant to the specifications of the Court, 

and that a website was used for further availability of the Notice to the Class; 

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND 

DECREED THAT: 

1. The Court has jurisdiction over the subject matter of the Action, 

Plaintiffs, all Class Members and Defendants. 

2. Unless otherwise defined herein, all capitalized terms used herein shall 

have the same meanings as set forth and defined in the Stipulation. 

3. The Court finds that the prerequisites for a class action under Rule 23(a) 

and (b)(3) of the Federal Rules of Civil Procedure have been satisfied in that: (a) the 

number of Class Members is so numerous that joinder of all members thereof is 

impracticable; (b) there are questions of law and fact common to the Class; (c) the claims 

of the Lead Plaintiff are typical of the claims of the Class it seeks to represent; (d) Lead 

Plaintiff fairly and adequately represents the interests of the Class; (e) the questions of 

law and fact common to the members of the Class predominate over any questions 

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affecting only individual members of the Class; and (f) a class action is superior to other 

available methods for the fair and efficient adjudication of the controversy. 

4. The Court hereby finds that the Notice distributed to the Class provided 

the best notice practicable under the circumstances. The Notice provided due and 

adequate notice of these proceedings and the matters set forth herein, including the 

Settlement and Plan of Allocation of the Settlement Fund, to all persons and entities 

entitled to such notice, and the Notice fully satisfied the requirements of Rule 23 of the 

Federal Rules of Civil Procedure, Section 27 of the Securities Act of 1933, 15 U.S.C. § 

77z-1(a)(7), as amended by the Private Securities Litigation Reform Act of 1995, due 

process, and any other applicable law. A full opportunity has been offered to the Class 

Members to object to the proposed Settlement and to participate in the hearing thereon. 

Thus, it is hereby determined that all Class Members who did not timely elect to exclude 

themselves by written communication are bound by this Order and Final Judgment. 

5. Pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure 

and for purposes of the Settlement only, the Court hereby certifies the Action as a class 

action on behalf of all persons or entities who purchased or otherwise acquired the 

common stock of GT Solar from the effective date of the Company's Registration 

Statement, through and including July 24, 2008, or who purchased or otherwise acquired 

the common stock of GT Solar pursuant or traceable to the Registration Statement, and 

who were damaged thereby. Excluded from the Class are Defendants and their affiliates; 

members of their immediate families and their legal representatives, heirs, successors or 

assigns; any entity in which Defendants have or had a controlling interest; and the current 

and former officers and directors of the Company. Also excluded from the Class are any 

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putative Class Members who have excluded themselves by filing a request for exclusion 

in accordance with the requirements set forth in the Notice; these persons and entities are 

listed on Exhibit A attached hereto. 

6. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for 

purposes of the Settlement only, Lead Plaintiff is certified as the class representative and 

Lead Plaintiffs selection of Cohen Milstein Sellers & Toll PLLC as counsel for the Class 

is approved. 

7. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the 

Settlement is approved as fair, reasonable and adequate, and in the best interests of the 

Class. Lead Plaintiff and Defendants are directed to consummate the Settlement in 

accordance with the terms and provisions of the Stipulation. 

8. The Federal Action is hereby dismissed with prejudice and without costs. 

9. Upon the Effective Date of this Settlement, Plaintiffs and members of the 

Class on behalf of themselves and each of their past or present subsidiaries, affiliates, 

parents, successors and predecessors, estates, heirs, trustees, executors, administrators, 

and their respective officers, directors, shareholders, employees, members, partners, 

assigns, agents, legal representatives, spouses and any persons they represent, shall, with 

respect to each and every Released Claim, release and forever discharge, and shall 

forever be enjoined from prosecuting, any Released Claims against any of the Released 

Persons. 

(a) "Released Claims" means any and all claims, rights or causes of action or 

liabilities whatsoever, direct, derivative, or otherwise, contingent or absolute, matured or 

unmatured, whether based on federal, state, local, statutory or common law or any other 

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law, rule or regulation, including both known and Unknown Claims (as defined below), 

that Plaintiffs or any other member of the Class (a) asserted in the operative Complaint or 

any other complaint in either the Federal or State Action, (b) could have asserted in any 

forum, that arise out of, are based upon, or relate in any way, directly or indirectly, to the 

allegations, transactions, facts, matters or occurrences, representations or omissions 

involved, set forth, or referred to in the operative Complaint or in any other complaint in 

either the Federal or State Action; or (c) could have asserted in any forum, that in any 

way relate to the purchase or acquisition of GT Solar common stock from the effective 

date of the Company's Registration Statement, through and including July 24, 2008. 

Released Claims does not include any present claims in the consolidated derivative 

action, Fan v. GT Solar Int'l, Inc., et al. No. 09-C-030, pending in New Hampshire state 

court, nor does it include any claims to enforce the Settlement. 

(b) "Released Persons" means each and all of Defendants and their Related 

Parties. "Related Parties" means each of Defendants' past or present subsidiaries, 

parents, affiliates, successors and predecessors, and their respective past or present 

officers, directors, shareholders, partners, members, principals, agents, employees, 

attorneys, insurers, spouses and any person, firm, trust, corporation, officer, director or 

other individual or entity in which any Defendant has a controlling interest or which is 

related to or affiliated with any of the Defendants, and the legal representatives, heirs, 

successors in interest or assigns of the Defendants. 

10. Upon the Effective Date of this Settlement, each of the Defendants and 

Related Parties, on behalf of themselves and each of their past or present subsidiaries, 

affiliates, parents, successors and predecessors, estates, heirs, executors, administrators, 

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and the respective officers, directors, shareholders, agents, legal representatives, spouses 

and any persons they represent, shall, with respect to each and every Settled Defendants' 

Claims, shall release and forever discharge each and every of the Settled Defendants' 

Claims, and shall forever be enjoined from prosecuting the Settled Defendants' Claims. 

11. The Court finds that all Parties to the Action and their counsel have 

complied with each requirement of Rule 11 of the Federal Rules of Civil Procedure as to 

all proceedings herein. 

12. The Stipulation and all negotiations, statements, and proceedings in 

connection with the Settlement shall not, in any event, be construed or deemed to be 

evidence of an admission or concession on the part of Plaintiffs, the Defendants, any 

member of the Class, or any other person or entity, of any liability or wrongdoing by 

them, or any of them, and shall not be offered or received in evidence in any action or 

proceeding (except an action to enforce the Stipulation and the Settlement contemplated 

hereby), or be used in any way as an admission, concession, or evidence of any liability 

or wrongdoing of any nature, and shall not be construed as, or deemed to be evidence of, 

an admission or concession that Plaintiffs, any member of the Class, any present or 

former stockholder of GT Solar, or any other person or entity, has or has not suffered any 

damage, except that the Released Persons may file the Stipulation and/or this Order and 

Final Judgment in any action that may be brought against them in order to support a 

defense or counterclaim based on principles of res judicata, collateral estoppel, release, 

good faith settlement, judgment bar or reduction or any other theory of claim preclusion 

or issue preclusion or similar defense or counterclaim. 

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13. The Plan of Allocation is approved as fair and reasonable, and Lead 

Counsel and the Claims Administrator are directed to administer the Stipulation in 

accordance with its terms and provisions. 

14. Lead Counsel, on behalf of itself and Plaintiffs' Counsel, are awarded 

attorneys' fees of

<

y^&ii^ " ^ percent ( P a %) of the Settlement Amount, plus 

interest at the same rate as earned by the Settlement Fund, which shall be paid out of the 

Settlement Fund. This award of attorneys' fees is reasonable, and represents a reasonable 

percentage of the Settlement Fund, in view of the applicable legal principles and the 

particular facts and circumstances of this action. The award of attorneys' fees shall be 

allocated among Plaintiffs' Counsel in a manner which, in the opinion and sole discretion 

of Lead Counsel, fairly compensates Plaintiffs' Counsel for their respective contributions 

to the prosecution of the action. 

15. Lead Counsel, on behalf of itself and Plaintiffs' counsel, are awarded 

reimbursement of expenses in the aggregate amount of$ / /Oj/G^'^O, which 

shall be paid out of the Settlement Fund. These expenses are fair, reasonable, and were 

necessarily incurred in connection with the prosecution and settlement of this litigation. 

16. The Claims Administrator is awarded $ S (=> //% ' Q for fees and 

expenses accrued through August 23, 2011, which shall be paid out of the Settlement 

Fund. 

17. State Action Plaintiff Joyce T. Hamel, in recognition of her efforts on 

behalf of the Class and as an "award of reasonable costs and expenses (including lost 

wages) directly relating to the representation of the [Settlement Class]" as provided for in 

15 U.S.C. § 78u-4(a)(4), is awarded $ 3 ; C^ \ ^0, which shall be paid out of the 

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Settlement Fund. This award is reasonable and represents a fair and reasonable amount 

in view of the work performed, applicable legal principles, and benefit obtained for the 

Class. 

18. The attorneys' fees, case contribution award, and expenses approved by 

the Court in ^114-16 hereof shall be payable from the Settlement Fund to Lead Counsel, 

on behalf of itself, Plaintiffs' Counsel, and Plaintiffs immediately upon entry of this 

Order, notwithstanding the existence of any potential appeal or collateral attack on this 

Order. 

19. Exclusive jurisdiction is hereby retained over the Parties and the Class 

Members for all matters relating to the Action, including the administration, 

interpretation, effectuation or enforcement of the Stipulation and this Order and Final 

Judgment, and including any application for fees and expenses incurred in connection 

with administering and distributing the settlement proceeds to the Class Members. 

20. Without further order of the Court, the Parties may agree to reasonable 

extensions of time to carry out any of the provisions of the Stipulation. 

21. In the event that the Settlement does not become effective in accordance 

with the terms of the Stipulation, then this Judgment shall be rendered null and void to 

the extent provided by and in accordance with the Stipulation and shall be vacated and, in 

such event, all orders entered, including those certifying a settlement Class, and releases 

delivered in connection herewith shall be null and void to the extent provided by and in 

accordance with the Stipulation. 

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22. There is no just reason for delay in the entry of this Order and Final 

Judgment and immediate entry by the Clerk of the Court is directed pursuant to Rule 

54(b) of the Federal Rules of Civil Procedure. 

SIGNED this Jf day of crf^j -

te^a 

2011. 

THE HONORABLE JpfSEPH N. LAPLANTE 

UNITED STATES DISTRICT JUDGE 

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