UNITED STATES DISTRICT COURT 

DISTRICT OF NEW HAMPSHIRE 

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IRVING S. BRAUN, individually and on behalf 

of all others similarly situated, 

 Plaintiff, 

v. 

GT SOLAR INTERNATIONAL, INC., et al., 

 Defendants. 

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Civil No.: 08-cv-00312 

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ANSWER OF DEFENDANT DEUTSCHE BANK SECURITIES INC. 

TO THE CONSOLIDATED AMENDED COMPLAINT

Defendant Deutsche Bank Securities Inc. (“Deutsche Bank”), through its attorneys, 

answers Plaintiff’s December 22, 2008 Consolidated Class Action Complaint (the “Complaint”) 

as follows: 

1. Deutsche Bank denies the allegations in paragraph 1 of the Complaint, except 

admits that (i) GT Solar International, Inc. (“GT Solar” or the “Company”) conducted an initial 

public offering on July 24, 2008 (the “IPO”) and filed a registration statement on July 23, 2008, 

and a prospectus on July 24, 2008 (the “Prospectus”) (collectively, the “Registration 

Statement”); and (ii) Plaintiff asserts putative class-action claims on behalf of all persons or 

entities who purchased or otherwise acquired the GT Solar common stock pursuant or traceable 

to the Registration Statement. 

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2. Deutsche Bank admits the allegations in the first two sentences in paragraph 2 of 

the Complaint, except denies knowledge or information sufficient to form a belief as to the truth 

or falsity of the allegations in the third sentence. 

3. Deutsche Bank denies the allegations in paragraph 3 of the Complaint, and 

respectfully refers the Court to the Registration Statement for a true and complete statement of 

its contents. 

4. Deutsche Bank denies the allegations in paragraph 4 of the Complaint, except 

admits that LDK issued a press release on July 25, 2008, to which Deutsche Bank respectfully 

refers the Court for a true and complete statement of its contents. 

5. Deutsche Bank denies the allegations in paragraph 5 of the Complaint, except 

admits that GT Solar’s share intra-day trading price was $9.30 at one point on July 25, 2008, and 

that GT Solar’s stock price closed at $12.59 that day. 

6. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 6 of the Complaint, except admits that (i) GT 

Solar provides technology, turnkey, and equipment solutions to companies involved in the solar 

photovoltaic industry, and its principal products are directional solidification systems (“DSS”) 

furnaces, chemical vapor deposition (“CVD”) reactors, and related equipment; (ii) DSS furnaces 

melt polysilicon and cast multicrystalline ingots from which solar wafers are made; and (iii) 

CVD reactors are used to react gases at high temperatures and pressures to produce polysilicon, 

the primary raw material used in solar cells. 

7. Deutsche Bank denies the allegations in paragraph 7 of the Complaint, and 

respectfully refers the Court to the Prospectus for a true and complete statement of its contents. 

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8. Deutsche Bank denies the allegations in paragraph 8 of the Complaint, and 

respectfully refers the Court to the Registration Statement for a true and complete statement of 

its contents. 

9. Deutsche Bank denies the allegations in paragraph 9 of the Complaint, and 

respectfully refers the Court to the Prospectus for a true and complete statement of its contents. 

10. Deutsche Bank denies the allegations in paragraph 10 of the Complaint, and 

respectfully refers the Court to the Registration Statement for a true and complete statement of 

its contents. 

11. Deutsche Bank denies the allegations in paragraph 11 of the Complaint, and 

respectfully refers the Court to the Registration Statement for a true and complete statement of 

its contents. 

12. Deutsche Bank denies the allegations in paragraph 12 of the Complaint, and 

respectfully refers the Court to the Registration Statement for a true and complete statement of 

its contents. 

13. Deutsche Bank denies the allegations in paragraph 13 of the Complaint, except 

admits that (i) GT Solar entered into equipment and technology purchase contracts with LDK 

beginning in June 2005; (ii) LDK accounted for 62% of GT Solar’s revenue during the fiscal 

year ending March 31, 2008; and (iii) GT Solar recorded a profit for that year. 

14. Deutsche Bank denies the allegations in paragraph 14 of the Complaint, and 

respectfully refers the Court to the Registration Statement for a true and complete statement of 

its contents. 

15. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 15 of the Complaint. 

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16. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 16 of the Complaint, except admits that on 

April 7, 2008, LDK filed with the SEC a 2007 Annual Report on Form 20-F and respectfully 

refers the Court to that Annual Report for a true and complete statement of its contents. 

17. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 17 of the Complaint, except admits that as of 

December 31, 2007, LDK had current DSS furnace equipment purchase orders with GT Solar, 

and respectfully refers the Court to LDK’s 2007 Annual Report for a true and complete 

statement of its contents. 

18. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 18 of the Complaint, and respectfully refers the 

Court to LDK’s 2007 Annual Report for a true and complete statement of its contents. 

19. Deutsche Bank denies the allegations in paragraph 19 of the Complaint, and 

respectfully refers the Court to the Registration Statement for a true and complete statement of 

its contents. 

20. Deutsche Bank denies the allegations in paragraph 20 of the Complaint, except 

admits that LDK issued a press release on July 25, 2008, and respectfully refers the Court to that 

press release for a true and complete statement of its contents. 

21. Deutsche Bank denies the allegations in paragraph 21 of the Complaint, except (i) 

admits that GT Solar’s share intra-day trading price was $9.30 at one point on July 25, 2008, and 

that GT Solar’s stock price closed at $12.59 that day; and (ii) denies knowledge or information 

sufficient to form a belief as to the truth or falsity of Plaintiff’s allegation regarding the volume 

of trading in GT Solar’s stock. 

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22. Deutsche Bank denies the allegations in paragraph 22 of the Complaint, except 

admits that GT Solar issued a press release on July 25, 2008, and respectfully refers the Court to 

that press release for a true and complete statement of its contents. 

23. Deutsche Bank avers that paragraph 23 of the Complaint states a legal conclusion 

to which no responsive pleading is required. 

24. Deutsche Bank avers that paragraph 24 of the Complaint states a legal conclusion 

to which no responsive pleading is required. 

25. Deutsche Bank avers that paragraph 25 of the Complaint states a legal conclusion 

to which no responsive pleading is required, except admits that GT Solar’s principal executive 

offices are located in the District of New Hampshire at 243 Daniel Webster Highway in 

Merrimack, New Hampshire. 

26. Deutsche Bank denies the allegations in paragraph 26 of the Complaint. 

27. Deutsche Bank denies the allegations in paragraph 27 of the Complaint, except 

denies knowledge or information sufficient to form a belief as to the truth or falsity of the 

allegations regarding plaintiffs’ stock purchases. 

28. Deutsche Bank avers that paragraph 28 of the Complaint states a legal conclusion 

to which no responsive pleading is required, except admits that GT Solar is a Delaware 

corporation with its executive offices and principal place of business in Merrimack, New 

Hampshire. 

29. Deutsche Bank denies the allegations in paragraph 29 of the Complaint, except 

admits that Defendant Thomas M. Zarrella was appointed Chief Executive Officer and a director 

of GT Solar in April 2007 after joining GT Solar as President and Chief Operating Officer in 

August 2004. 

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30. Deutsche Bank denies the allegations in paragraph 30 of the Complaint, except 

admits that Defendant J. Bradford Forth has served as a director of GT Solar since March 2006 

and as Chairman of the Board since January 2007, and as a partner in GFI Energy Ventures LLC 

since 2006. 

31. Deutsche Bank denies the allegations in paragraph 31 of the Complaint, except 

admits that Defendant Ernest L. Godshalk has served as a director of GT Solar since July 2006. 

32. Deutsche Bank denies the allegations in paragraph 32 of the Complaint, except 

admits that Defendant J. Michal Conaway has served as a director of GT Solar since May 2008. 

33. Deutsche Bank denies the allegations in paragraph 33 of the Complaint, except 

admits that Defendant Fusen E. Chen has served as a director of GT Solar since May 2008. 

34. Deutsche Bank denies the allegations in paragraph 34 of the Complaint, except 

admits that Defendant Richard K. Landers has served as a director of GT Solar since March 

2006, is a founding partner of GFI, and is on the management committee of OCM/GFI Power 

Opportunities II, L.P. and OCM/GFI Power Opportunities II (Cayman) L.P. (collectively the 

“OCM/GFI Funds”), which is the managing member of GT Holdings. 

35. Deutsche Bank denies the allegations in paragraph 35 of the Complaint, except 

admits that Defendant Robert W. Woodbury, Jr. was appointed Chief Financial Officer of GT 

Solar in January 2008. 

36. Deutsche Bank denies the allegations in paragraph 36 of the Complaint, except 

admits that Defendant Edwin L. Lewis was appointed Vice President and General Counsel of GT 

Solar in November 2007 and was appointed Secretary of GT Solar in February 2008. 

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37. Deutsche Bank denies the allegations in paragraph 37 of the Complaint, except 

admits that Defendant Richard E. Johnson is the Vice President, Finance and Corporate 

Controller of GT Solar. 

38. Deutsche Bank avers that the statement in paragraph 38 does not require a 

responsive pleading. 

39. Deutsche Bank avers that the statement in paragraph 39 does not require a 

responsive pleading. 

40. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 40 of the Complaint, except admits that Credit 

Suisse Securities (USA) LLC (“Credit Suisse”) acted as an underwriter in connection with GT 

Solar’s IPO. 

41. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 41 of the Complaint, except admits that UBS 

Securities LLC (“UBS”) acted as an underwriter in connection with GT Solar’s IPO. 

42. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 42 of the Complaint, except admits that Banc 

of America Securities LLC (“BAS”) acted as an underwriter in connection with GT Solar’s IPO. 

43. Deutsche Bank denies the allegations in paragraph 43 of the Complaint, except 

admits that Deutsche Bank (i) is the U.S. investment banking arm of Deutsche Bank AG, and (ii) 

acted as an underwriter in connection with GT Solar’s IPO. 

44. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 44 of the Complaint, except admits that Piper 

Jaffray & Co. (“Piper”) acted as an underwriter in connection with GT Solar’s IPO. 

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45. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 45 of the Complaint, except admits that 

Thomas Weisel Partners LLC (“Thomas Weisel”) acted as an underwriter in connection with GT 

Solar’s IPO. 

46. Deutsche Bank avers that the statement in paragraph 46 of the Complaint does not 

require a responsive pleading. 

47. Deutsche Bank admits the allegations in paragraph 47 of the Complaint, and 

respectfully refers the court to GT Solar’s Form 424B4 for a true and complete and accurate 

statement of its contents. 

48. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 48 of the Complaint, except admits (i) the 

allegations in the first sentence of paragraph 48, (ii) that GT Holdings owned 142,290,000 shares 

of GT Solar’s common stock before the IPO, representing a 99.9% voting interest in GT Solar, 

and (iii) that following the IPO, GT Holdings had a 78.3% voting interest in GT Solar. 

49. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 49 of the Complaint, except admits that (i) GFI 

Energy Ventures (“GFI”) is a Delaware limited liability corporation with its principal place of 

business in Los Angeles, California; and (ii) GFI is a private equity investment firm focused on 

the energy sector. 

50. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 50 of the Complaint, except admits that (i) 

Oaktree Capital Management (“Oaktree”) is a limited partnership with its principal place of 

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business in Los Angeles, California; and (ii) Oaktree is a global alternative and non-traditional 

investment manager. 

51. Deutsche Bank admits the allegations in Paragraph 51 of the Complaint. 

52. Deutsche Bank avers that the statement in paragraph 52 of the Complaint does not 

require a responsive pleading. 

53. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 53 of the Complaint, except admits that 

(i) Richard K. Landers and J. Bradford Forth are both partners at GFI and both served on GT 

Solar’s Board of Directors at the completion of the IPO, and (ii) GT Holdings owned 99.9% of 

GT Solar shares before the IPO, and 78.3% of the shares after the IPO. 

54. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 54 of the Complaint. 

55. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 55 of the Complaint regarding the identity of or 

statements allegedly made by Confidential Witness 1 (“CW1”), and otherwise denies the 

allegations in paragraph 55 of the Complaint. 

56. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 56 of the Complaint regarding the identity of or 

statements allegedly made by Confidential Witness 2 (“CW2”), and otherwise denies the 

allegations in paragraph 56 of the Complaint. 

57. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 57 of the Complaint regarding the identity of or 

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statements allegedly made by Confidential Witness 3 (“CW3”), and otherwise denies the 

allegations in paragraph 57 of the Complaint. 

58. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 58 of the Complaint regarding the identity of or 

statements allegedly made by Confidential Witness 4 (“CW4”), and otherwise denies the 

allegations in paragraph 58 of the Complaint. 

59. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 59 of the Complaint regarding the identity of or 

statements allegedly made by Confidential Witness 5 (“CW5”), and otherwise denies the 

allegations in paragraph 59 of the Complaint. 

60. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 60 of the Complaint regarding the identity of or 

statements allegedly made by Confidential Witness 6 (“CW6”), and otherwise denies the 

allegations in paragraph 60 of the Complaint. 

61. Deutsche Bank denies the allegations in paragraph 61 of the Complaint. 

62. Deutsche Bank denies the allegations in paragraph 62 of the Complaint. 

63. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 63 of the Complaint as to the identity of, and 

statements allegedly made by, CW1, and otherwise denies the allegations of paragraph 63 of the 

Complaint. 

64. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 64 of the Complaint as to the identity of, and 

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statements allegedly made by, CW5, and otherwise denies the allegations of paragraph 64 of the 

Complaint. 

65. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 65 of the Complaint as to the identity of, and 

statements allegedly made by, CW3, and otherwise denies the allegations of paragraph 65 of the 

Complaint. 

66. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 66 of the Complaint as to the identity of, and 

statements allegedly made by, CW3, and otherwise denies the allegations of paragraph 66 of the 

Complaint. 

67. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 67 of the Complaint as to the identity of, and 

statements allegedly made by, CW6, and otherwise denies the allegations of paragraph 67 of the 

Complaint. 

68. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 68 of the Complaint as to the identity of, and 

statements allegedly made by, CW3, CW4, and CW6, and otherwise denies the allegations of 

paragraph 68 of the Complaint. 

69. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 69 of the Complaint as to the identity of, and 

statements allegedly made by, CW4, and otherwise denies the allegations of paragraph 69 of the 

Complaint. 

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70. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 70 of the Complaint as to the identity of, and 

statements allegedly made by, CW4, and otherwise denies the allegations of paragraph 70 of the 

Complaint. 

71. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 71 of the Complaint as to the identity of, and 

statements allegedly made by, CW3 and CW4, and otherwise denies the allegations of paragraph 

71 of the Complaint. 

72. Deutsche Bank denies the allegations in paragraph 72 of the Complaint. 

73. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 73 of the Complaint as to the identity of, and 

statements allegedly made by, CW2, and otherwise denies the allegations of paragraph 73 of the 

Complaint. 

74. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 74 of the Complaint as to the identity of, and 

statements allegedly made by, CW5, and otherwise denies the allegations of paragraph 74 of the 

Complaint. 

75. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 75 of the Complaint as to the identity of, and 

statements allegedly made by, CW5, and otherwise denies the allegations of paragraph 75 of the 

Complaint. 

76. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 76 of the Complaint as to the identity of, and 

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statements allegedly made by, CW4, and otherwise denies the allegations of paragraph 76 of the 

Complaint. 

77. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 77 of the Complaint as to the identity of, and 

statements allegedly made by, CW3, and otherwise denies the allegations of paragraph 77 of the 

Complaint. 

78. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 78 of the Complaint as to the identity of, and 

statements allegedly made by, CW3, and otherwise denies the allegations of paragraph 78 of the 

Complaint. 

79. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 79 of the Complaint as to the identity of, and 

statements allegedly made by, CW3, and otherwise denies the allegations of paragraph 79 of the 

Complaint. 

80. Deutsche Bank denies the allegations in paragraph 80 of the Complaint, and 

respectfully refers the Court to the Registration Statement for the identities of those who signed 

it. 

81. Deutsche Bank denies the allegations in paragraph 81 of the Complaint. 

82. Deutsche Bank denies the allegations in paragraph 82 of the Complaint. 

83. Deutsche Bank denies the allegations in paragraph 83 of the Complaint. 

84. Deutsche Bank denies the allegations in paragraph 84 of the Complaint. 

85. Deutsche Bank states that the allegation contained in paragraph 85 of the 

Complaint purports to state a legal conclusion to which no responsive pleading is required. To 

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the extent a responsive pleading is required, Deutsche Bank denies the allegations in paragraph 

85 of the Complaint. 

86. Deutsche Bank denies the allegations in paragraph 86 of the Complaint, except 

admits that Plaintiff purports to bring a class action pursuant to Federal Rules of Civil Procedure 

23(a) and (b)(3). 

87. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 87 of the Complaint, except admits that (i) GT 

Solar has more than 30 million shares of stock outstanding; (ii) GT Solar stock is actively traded 

on the NASDAQ; and (iii) record owners may be identified through records maintained by GT 

Solar or its transfer agent. 

88. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 88 of the Complaint, except denies that 

Defendants’ conduct was wrongful or violated the federal securities laws. 

89. Deutsche Bank denies knowledge or information sufficient to form a belief as to 

the truth or falsity of the allegations in paragraph 89 of the Complaint. 

90. Deutsche Bank avers that the allegations contained in paragraph 90 of the 

Complaint purport to state a legal conclusion to which no responsive pleading is required. To 

the extent a response is required, Deutsche Bank denies the allegations in paragraph 90 of the 

Complaint. 

91. Deutsche Bank denies the allegations in paragraph 91 of the Complaint. 

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COUNT I 

Violations of Section 11 of the Securities Act 

Against Defendants GT Solar, the Individual Defendants, 

and the Underwriter Defendants 

92. Deutsche Bank repeats and realleges its responses to paragraphs 1 through 91 as if 

fully set forth herein. 

93. Deutsche Bank avers that the statement in paragraph 93 of the Complaint does not 

require a responsive pleading. To the extent a response is required, the allegation is denied. 

94. Deutsche Bank avers that the allegations in paragraph 94 of the Complaint purport 

to state legal conclusions to which no responsive pleading is required, except Deutsche Bank 

denies the first sentence of paragraph 94. To the extent that a response is required, Deutsche 

Bank denies the remaining allegations. 

95. Deutsche Bank denies the allegations in paragraph 95 of the Complaint. 

96. Deutsche Bank denies the allegations in paragraph 96 of the Complaint, except 

admits that GT Solar was the registrant for the IPO. 

97. Deutsche Bank denies the allegations in paragraph 97 of the Complaint, and 

respectfully refers the Court to the Registration Statement for the identities of those who signed 

it. 

98. Deutsche Bank avers that the allegations in the first sentence of paragraph 98 of 

the Complaint purport to state a legal conclusion to which no responsive pleading is required, 

and denies the remaining allegations in paragraph 98 of the Complaint. 

99. Deutsche Bank denies the allegations in paragraph 99 of the Complaint, except 

admits that the Director Defendants were directors of GT Solar when they signed the 

Registration statement. 

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100. Deutsche Bank avers that the allegations in the first sentence of paragraph 100 of 

the Complaint purport to state a legal conclusion to which no responsive pleading is required, 

and denies the remaining allegations in paragraph 100 of the Complaint. 

101. Deutsche Bank avers that the allegations in the first sentence of paragraph 101 of 

the Complaint purport to state a legal conclusion to which no responsive pleading is required, 

and denies the remaining allegations in paragraph 101 of the Complaint. To the extent that the 

first sentence of paragraph 101 requires a responsive pleading, Deutsche Bank denies the 

allegations. 

102. Deutsche Bank denies the allegations in paragraph 102 of the Complaint. 

103. Deutsche Bank denies the allegations in paragraph 103 of the Complaint. 

104. Deutsche Bank denies the allegations in paragraph 104 of the Complaint, except 

admits that less than one year elapsed between when the Registration Statement became effective 

and the filing of the first complaint asserting claims arising from the IPO. 

105. Deutsche Bank denies the allegations in paragraph 105 of the Complaint. 

106. Deutsche Bank denies the allegations in paragraph 106 of the Complaint. 

COUNT II 

Violations of Section 12(a)(2) of the 1933 Act Against the Underwriter Defendants 

107. Deutsche Bank repeats and realleges its responses to paragraphs 1 through 106 as 

if fully set forth herein. 

108. Deutsche Bank avers that the statement in paragraph 108 of the Complaint does 

not require a responsive pleading. To the extent a response is required, Deutsche Bank denies 

the allegations. 

109. Deutsche Bank denies the first sentence of paragraph 109 of the Complaint, and 

avers that the remaining allegations purport to state legal conclusions to which no responsive 

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pleading is required. To the extent that a response is required, Deutsche Bank denies the 

remaining allegations. 

110. Deutsche Bank avers that the allegations in paragraph 110 of the Complaint 

purport to state a legal conclusion to which no responsive pleading is required, except Deutsche 

Bank admits that the Underwriter Defendants solicited purchases of and transferred title to GT 

Solar shares, but denies the remaining allegations in paragraph 110 of the Complaint. 

111. Deutsche Bank denies the allegations in paragraph 111 of the Complaint. 

112. Deutsche Bank denies the allegations in paragraph 112 of the Complaint. 

113. Deutsche Bank avers that the statement in paragraph 113 of the Complaint does 

not require a responsive pleading. 

114. Deutsche Bank denies the allegations contained in paragraph 114 of the 

Complaint. 

COUNT III 

Violations of Section 15 of the Securities Act Against GT Solar 

and Individual Defendants 

115-125. Deutsche Bank is not required to respond to the allegations in paragraphs 

115-125 of the Complaint because the allegations are not directed at Deutsche Bank. 

COUNT IV 

Against The Venture Capital Firm Defendants For Violations 

Of Section 15 of The Securities Act 

126-134. Deutsche Bank is not required to respond to the allegations in paragraphs 

126-134 of the Complaint because the allegations are not directed at Deutsche Bank. 

PRAYER FOR RELIEF

To the extent any response is required, Deutsche Bank denies the requests in the 

Complaint’s Prayer for Relief. 

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DEFENSES

 Deutsche Bank asserts the following defenses in response to the Complaint. In asserting 

these defenses, Deutsche Bank does not admit that it has the burden of proof on issues as to 

which plaintiffs properly bear the burden. 

First Defense 

 The Complaint fails to state a claim against Deutsche Bank upon which relief may be 

granted. Deutsche Bank incorporates by reference the defenses set forth in the Defendants’ 

February 5, 2009 Motion to Dismiss. 

Second Defense 

 The Complaint’s claims against Deutsche Bank are barred because Deutsche Bank, after 

reasonable investigation, had reasonable ground to believe and did believe at the time the 

Registration Statement became effective that the statements therein were true. Deutsche Bank 

also reasonably believed, at the time Registration Statement became effective, that no material 

facts were omitted. Further, the Complaint’s claims against Deutsche Bank are barred because, 

even if the Registration Statement contained a false or misleading statement or omitted any 

material fact required to be stated or necessary to make any statement not misleading—which 

Deutsche Bank denies—Deutsche Bank did not know, and in the exercise of reasonable care 

could not have known, of the untruth or omission. 

Third Defense 

 The Complaint’s claims against Deutsche Bank are barred because, with respect to the 

portions of the Registration Statement purporting to be made on the authority of an expert, 

Deutsche Bank had no reasonable ground to believe, and did not believe, at the time the 

Registration Statement became effective, that the statements therein were untrue or omitted to 

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state a material fact required to be stated or necessary to make the statements not misleading, or 

that such statements did not fairly represent the expert’s statement. 

Fourth Defense 

 The Complaint’s claims against Deutsche Bank are barred because the allegedly omitted 

facts were not known or knowable in the exercise of due diligence when the Registration 

Statement became effective. 

Fifth Defense 

 The Registration Statement and Prospectus contained meaningful cautionary statements 

that preclude Plaintiff from prevailing on its claims against Deutsche Bank. 

Sixth Defense 

 The Complaint’s claims against Deutsche Bank are barred because the depreciation in the 

value of GT Solar stock is attributable to factors other than the alleged misstatement or omission. 

Seventh Defense 

 If the Registration Statement or Prospectus contained any false or misleading statement 

or omitted any material fact required to be stated or necessary to make any statement not 

misleading, which Deutsche Bank denies, and if the lead Plaintiff or any members of the putative 

class were aware of that statement or omission when they purchased their shares, then such 

plaintiffs cannot prevail on their claims against Deutsche Bank. 

Eighth Defense 

 The claims asserted in the Complaint are barred by lack of subject matter jurisdiction to 

the extent the putative class includes purchasers from outside of the United States. 

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Ninth Defense 

 Plaintiffs who did not purchase GT Solar securities from Deutsche Bank lack standing to 

assert claims against Deutsche Bank. 

 Deutsche Bank reserves the right to assert other defenses, cross-claims, and third-party 

claims when and if they become appropriate in this action. 

 WHEREFORE, Deutsche Bank respectfully requests that Plaintiff take nothing by reason 

of its Complaint, that judgment be entered in Defendants’ favor dismissing the Complaint with 

prejudice, that the Defendants be awarded their reasonable attorneys’ fees and costs of suit, and 

granting such other and further relief as this Court may deem proper and just. 

Dated: November 23, 2009 

 Respectfully Submitted, 

 

COUNSEL FOR DEFENDANT DEUTSCHE 

BANK SECURITIES INC.: 

 /s/ John L. Altieri, Jr. 

John L. Altieri, Jr. 

BOUTIN & ALTIERI, P.L.L.C. 

1 Buttrick Road 

P.O. Box 1107 

Londonderry, NH 03053 

Telephone: (603) 432-9566 

Facsimile: (603) 432-7419 

OF COUNSEL:

Bradley J. Butwin 

William J. Sushon 

B. Andrew Bednark 

O’MELVENY & MYERS LLP 

7 Times Square 

New York, New York 10036 

Telephone: (212) 326-2000 

Facsimile: (212) 326-2061 

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CERTIFICATE OF SERVICE

I hereby certify that on November 23, 2009, copies of the foregoing Answer of 

Defendant Deutsche Bank Securities Inc. to the Consolidated Amended Complaint were 

electronically served on counsel of record in this matter who are registered with the Court’s ECF 

filing system through ECF notification. 

 /s/ John L. Altieri, Jr. 

 John L. Altieri, Jr. 

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