-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VTYd+1ZScO0fpkyBK96K6f91eXs78FBoBudGc/JSzLoXbn9reto+3IlWRZJsMTLW pvUnftxpm+DdFtwiZV9WnA== 0001047469-08-007276.txt : 20080908 0001047469-08-007276.hdr.sgml : 20080908 20080606171903 ACCESSION NUMBER: 0001047469-08-007276 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 21 FILED AS OF DATE: 20080606 DATE AS OF CHANGE: 20080723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GT Solar International, Inc. CENTRAL INDEX KEY: 0001394954 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 030606749 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-142383 FILM NUMBER: 08886493 BUSINESS ADDRESS: STREET 1: 243 DANIEL WEBSTER HIGHWAY CITY: MERRIMACK STATE: NH ZIP: 03054 BUSINESS PHONE: (603)883-5200 MAIL ADDRESS: STREET 1: 243 DANIEL WEBSTER HIGHWAY CITY: MERRIMACK STATE: NH ZIP: 03054 S-1/A 1 a2185919zs-1a.htm S-1/A

Use these links to rapidly review the document
TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on June 6, 2008

No. 333-142383

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

AMENDMENT NO. 3 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 (State or other jurisdiction of incorporation or organization)	3674 (Primary Standard Industrial Classification Code Number)	03-0606749 (I.R.S. Employer 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 Kirkland & Ellis LLP 777 South Figueroa Street Los Angeles, California 90017 Telephone: (213) 680-8400 Telecopy: (213) 680-8500		Dennis M. Myers, P.C. Kirkland & Ellis LLP 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Telecopy: (312) 861-2200		Alan F. Denenberg Davis Polk & Wardwell 1600 El Camino Real Menlo Park, California 94025 Telephone: (650) 752-2000 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: o

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. o

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. o

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. o

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.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 6, 2008

Shares

GT Solar International, Inc.

Common Stock

This is our initial public offering of shares of our common stock. All of the shares of common stock are being sold by the selling stockholders named in this prospectus. We will not receive any of the proceeds from the shares of common stock sold by the selling stockholders. Prior to this offering, there has been no public market for our common stock. The initial public offering price of the common stock is expected to be between $ and $ per share. We have applied to list our common stock on the Nasdaq Global Market under the symbol "SOLR."

The underwriters have an option to purchase from the selling stockholders a maximum of
additional shares to cover over-allotments of shares.

Investing in our common stock involves risks. See "Risk Factors" beginning on page 8.

		Price to Public		Underwriting Discounts and Commissions		Proceeds to the Selling Stockholders
Per Share		$		$		$
Total		$		$		$

Delivery of the shares of common stock will be made on or about , 2008.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Credit Suisse

UBS Investment Bank

Banc of America Securities LLC
Deutsche Bank Securities		Piper Jaffray		Thomas Weisel Partners LLC

The date of this prospectus is , 2008.

TABLE OF CONTENTS

		Page
PROSPECTUS SUMMARY		1
RISK FACTORS		8
FORWARD-LOOKING STATEMENTS		27
INDUSTRY AND MARKET DATA		28
USE OF PROCEEDS		29
DIVIDEND POLICY		29
CAPITALIZATION		30
DILUTION		31
SELECTED HISTORICAL FINANCIAL DATA		32
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		35
BUSINESS		57
INDUSTRY		71
MANAGEMENT		75
EXECUTIVE COMPENSATION		80
PRINCIPAL AND SELLING STOCKHOLDERS		100
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		102
DESCRIPTION OF CAPITAL STOCK		108
DESCRIPTION OF PRINCIPAL INDEBTEDNESS		113
SHARES OF OUR COMMON STOCK ELIGIBLE FOR FUTURE SALE		114
MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS		116
UNDERWRITING		121
NOTICE TO CANADIAN RESIDENTS		126
LEGAL MATTERS		127
EXPERTS		127
WHERE YOU CAN FIND MORE INFORMATION		127
INDEX TO FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this prospectus or in any related free writing prospectus filed with the Securities and Exchange Commission and used or referred to in an offering to you of these securities. We have not authorized anyone to provide information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

Until , 2008 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

PROSPECTUS SUMMARY

This summary highlights information found elsewhere in this prospectus. Because it is a summary, it may not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully, particularly the "Risk Factors" beginning on page 8 and our consolidated financial statements and the related notes thereto. Unless the context specifically indicates otherwise, references in this prospectus to: (i) "we," "us" and "our" refer collectively to GT Solar International, Inc. and its subsidiaries, including its principal operating subsidiary, GT Solar Incorporated (formerly known as GT Equipment Technologies, Inc.), and their respective predecessors; (ii) Predecessor refers to our predecessor for accounting purposes, GT Equipment Technologies, Inc., with respect to its results of operations for periods prior to its acquisition by GT Solar Holdings, LLC on January 1, 2006; and (iii) GT Solar refers to us with respect to our results of operations for periods following such acquisition. For comparison purposes, we have combined the results of operations and cash flows of our Predecessor for the period from April 1 to December 31, 2005 with those of GT Solar for the period from January 1 to March 31, 2006.

Our Company

We operate through two segments: our PV business and our polysilicon business. Our PV business manufactures and sells DSS units, wafer cleaning and etch systems, slurry recovery systems, cell testing and sorting equipment and tabber/stringer machines, as well as related parts and services. We sell our PV products separately and as part of premium "turnkey solutions," where we bundle equipment, including third party equipment, with design and integration expertise. Our polysilicon business sells CVD reactors and related equipment that facilitate the entry of new participants into the polysilicon industry. As of March 31, 2008, we had received nine orders for an aggregate of 176 CVD reactors from six customers. The first of these CVD reactors were delivered to the customer in August 2007, and we believe they are currently producing polysilicon, but we will not recognize any revenue related to these orders for CVD reactors until pre-established reactor output performance criteria have been met and final acceptance by the respective customer has been confirmed.

Demand for our products has increased significantly over the past several years as a result of the substantial investments in manufacturing capacity made by solar silicon, wafer, cell and module manufacturers to meet growing demand for their products. From the fiscal year ended March 31, 2006 (on a combined basis) to the fiscal year ended March 31, 2008, our revenues grew at a compound annual growth rate of 128% from $46.8 million to $244.1 million. Our net loss for the fiscal year ended March 31, 2006 (on a combined basis) was $(21.8) million, and our net income for the fiscal year ended March 31, 2008 was $36.1 million. As of March 31, 2008, we had received signed purchase orders or other written contractual commitments, which we consider our order backlog, with a value of approximately $1.3 billion. We expect to convert approximately one-half of our order backlog to revenues by March 31, 2009. Order backlog as of any particular date should not be relied upon as indicative of our revenues for any future period and we have only recently begun to track our order backlog on a consistent basis as a performance measure.

Market Opportunity

PV systems are used in industrial, commercial and residential applications to convert sunlight directly into electricity. Higher global energy prices, increased environmental awareness and the desire for energy independence are accelerating the adoption of renewable energy sources, including solar power. Governments around the world have also implemented various tariffs, tax credits and other incentives designed to encourage the use of renewable energy sources, including solar power.

According to Solarbuzz, the global PV market grew to an estimated 2,826 megawatts, or MW, in 2007, as measured by total PV modules delivered to installation sites during that year, representing a compounded annual growth rate of over 47% since 2003. Solarbuzz estimates that PV industry revenues were approximately $17 billion in 2007. Solarbuzz projects that the global PV market and PV industry revenues will reach 9,917 MW and $39 billion, respectively, in 2012 in its "Green World" scenario, which we believe represents the most appropriate of three forecast scenarios published by Solarbuzz because it balances further growth resulting from increased development of governmental incentive programs with anticipated continued polysilicon supply constraints.

The anticipated continued growth of the PV industry is expected to result in increased investment in manufacturing capacity by polysilicon producers and solar companies. Total capital expenditures associated with new manufacturing capacity for the production of crystalline silicon PV products in 2007 were approximately $5 billion, according to Solarbuzz. Approximately $2 billion of 2007 total capital expenditures were spent on new polysilicon production capacity. In its "Green World" scenario, Solarbuzz estimates that, at the low end of its forecasts, 193,000 metric tons, or MT, of polysilicon production capacity will be added by existing producers and new entrants from 2007 to 2012.

Our Competitive Strengths

We believe that the following strengths enable us to compete effectively and to capitalize on the rapid growth of the global PV market:

•: leading market position in specialized furnaces essential for the production of multicrystalline solar wafers;
•: recognized enabler of new entrants to the polysilicon industry;
•: large installed base of PV equipment;
•: established relationships with many of the world's leading solar companies;
•: turnkey solutions capability;
•: established presence in China, a major growth market for solar manufacturing;
•: outsourced manufacturing model; and
•: experienced management team.

Our Growth Strategy

To increase our market share and optimize our financial performance, we have adopted the following strategies:

•: to enable the solar industry to achieve production cost parity with conventional power sources;
•: continue to introduce new products;
•: maintain focus on customer satisfaction;
•: expand global sales and service presence;
•: leverage our installed base to increase our sales of parts, upgrades, services and consumables;
•: continue operational improvements; and
•: acquire complementary technologies or businesses.

Our Challenges

The successful execution of our strategies is subject to certain risks, uncertainties and challenges, including: we may be unable to manage our expansion effectively; we depend on a small number of customers; our success depends on the sale of a limited number of products; we depend on a limited number of third party suppliers; we may face product liability claims and/or claims in relation to third party equipment; amounts included in our order backlog may not result in revenue or translate into profits; we may be unable to protect our intellectual property adequately; and we may face intellectual property claims by third parties.

You should carefully consider the information in the "Risk Factors" section of this prospectus beginning on page 8 before investing in our common stock.

Corporate Information

Our business was founded in 1994. Effective January 1, 2006, GT Solar Incorporated, which was formerly known as GT Equipment Technologies, Inc., was acquired by GT Solar Holdings, LLC, a newly formed company controlled by GFI Energy Ventures LLC, a private equity investment firm focused on the energy sector, which we refer to in this prospectus as "GFI." For ease of reference, we refer to this acquisition in this prospectus as the "Acquisition."

The issuer of the common stock in this offering, GT Solar International, Inc., was originally incorporated in Delaware in September 2006. On September 27, 2006, we completed an internal reorganization through which GT Solar International, Inc. became the parent company of our principal operating subsidiary, GT Solar Incorporated. Prior to the reorganization, GT Solar International, Inc. did not conduct any operations or own any material assets.

Our principal executive offices are located at 243 Daniel Webster Highway, Merrimack, New Hampshire 03054. Our telephone number is (603) 883-5200 and our web site address is www.gtsolar.com. We do not incorporate the information on our web site into this prospectus and you should not consider any information on, or that can be accessed through, our web site as part of this prospectus.

The Offering

Common stock offered by the selling stockholders		shares
Common stock outstanding after this offering		shares
Over-allotment option from certain selling stockholders		shares
Use of proceeds		We will not receive any proceeds from this offering. All of the shares of common stock are being sold by the selling stockholders named in this prospectus. GT Solar Holdings, LLC will use the net proceeds it receives in connection with this offering to make a distribution to its shareholders. See "Use of Proceeds."
Dividend policy		We do not intend to pay dividends on our common stock for the foreseeable future, other than an anticipated dividend of $ million we intend to pay our existing stockholders, including GT Solar Holdings, LLC, immediately prior to the closing of this offering. GT Solar Holdings, LLC will use the proceeds of the dividend to make a distribution to its shareholders.
Proposed Nasdaq Global Market symbol		"SOLR"
Risk factors		You should carefully read and consider the information set forth under "Risk Factors" and all other information set forth in this prospectus before investing in our common stock.

The number of shares of our common stock that will be outstanding after this offering excludes 384,267 shares of common stock issuable upon the exercise of outstanding options as of March 31, 2008, at a weighted average exercise price of $65.56 per share, and 245,733 additional shares of common stock reserved for issuance under our equity incentive plans. See "Executive Compensation," "Description of Capital Stock" and "Shares of Our Common Stock Eligible for Future Sale" for more information.

Except as otherwise indicated, all information in this prospectus reflects:

•: no exercise of the underwriters' over allotment option;
•: a -to-one stock split to be effected prior to the completion of this offering; and
•: the effectiveness of our amended and restated certificate of incorporation and amended and restated by-laws prior to the completion of this offering.

Summary Consolidated Financial Information

The summary financial data for the period from April 1, 2005 through December 31, 2005 have been derived from the historical consolidated financial statements of the Predecessor, and the summary financial data for the period from January 1, 2006 through March 31, 2006 and as of and for the fiscal years ended March 31, 2007 and 2008 have been derived from the historical consolidated financial statements of GT Solar, all of which have been audited by Ernst & Young LLP, independent registered public accounting firm, and included elsewhere in this prospectus. The summary financial data as of March 31, 2006 have been derived from the audited historical financial statements of the Successor which are not included in this prospectus. Historical results are not necessarily indicative of the results expected in the future.

The following financial data as of March 31, 2006, for the period from January 1, 2006 through March 31, 2006 and as of and for the fiscal years ended March 31, 2007 and 2008 reflect the consolidated financial position, results of operations and cash flows of GT Solar subsequent to the date of the Acquisition and includes adjustments required under the purchase method of accounting. In addition, the balance sheet data of GT Solar as of January 1, 2006, include adjustments required under the purchase method of accounting. In accordance with the requirements of purchase accounting, the assets and liabilities of GT Solar were adjusted to their estimated fair values and the resulting goodwill was recorded as of the transaction date. The application of purchase accounting will generally result in higher depreciation and amortization expense in future periods. Accordingly, the accompanying consolidated financial information of the Predecessor and GT Solar are not comparable in all material respects because of the effects of purchase accounting.

Prospective investors should read the data presented below together with, and qualified by reference to, the "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and consolidated financial statements and the accompanying notes thereto included elsewhere in this prospectus.

		Predecessor			GT Solar			Combined Predecessor/ GT Solar			GT Solar
		April 1, 2005 to December 31, 2005(1)			January 1, 2006 to March 31, 2006			Fiscal Year Ended March 31, 2006(2)			Fiscal Year Ended March 31, 2007			Fiscal Year Ended March 31, 2008
		(dollars in thousands, except share and per share amounts)
Statement of Operations Data:
Revenue		$	44,648		$	2,106		$	46,754		$	60,119		$	244,052
Cost of Revenue			25,892			2,442			28,334			36,284			151,709

Gross Profit (Loss)			18,756			(336	)		18,420			23,835			92,343
Research and Development			1,157			659			1,816			3,810			10,517
Selling, General, Administrative and Marketing			28,391			4,402			32,793			18,309			31,887
Amortization of Intangible Assets(3)			564			3,862			4,426			15,446			3,018

Income (Loss) From Operations			(11,356	)		(9,259	)		(20,615	)		(13,730	)		46,921
Net Interest Income (Expense)			(137	)		(220	)		(357	)		(774	)		4,892
Other Income (Expense)(4)			(3,407	)		(82	)		(3,489	)		(5,667	)		(1,244	)

Income (Loss) before Income Taxes			(14,900	)		(9,561	)		(24,461	)		(20,171	)		50,569
Provision for (benefit from) Income Taxes			—			(2,627	)		(2,627	)		(1,816	)		14,464

Net Income (Loss)		$	(14,900	)	$	(6,934	)	$	(21,834	)	$	(18,355	)	$	36,105

Income (Loss) Per Common Share:
	Basic	$	(48.67	)	$	(0.83	)	$	(2.61	)	$	(2.19	)	$	4.31
	Diluted		(48.67	)		(0.83	)		(2.61	)		(2.19	)		4.26
Shares used to Compute Income (Loss) Per Share:
	Basic		306,126			8,370,000			8,370,000			8,370,000			8,370,000
	Diluted		306,126			8,370,000			8,370,000			8,370,000			8,474,048
Balance Sheet Data (at end of period)(5):
Cash and Cash Equivalents		$	3,192		$	6,026		$	6,026		$	74,059		$	54,839
Restricted Cash(6)			1,846			567			567			9,322			164,028
Deferred Revenue			1,865			24,076			24,076			64,667			164,190
Working Capital(7)			(1,517	)		(3,273	)		(3,273	)		(11,234	)		33,039
Total Debt			15,000			15,000			15,000			15,934			—
Stockholders' Equity			67,763			63,827			63,827			47,098			91,641
Cash Flow Data:
Cash provided by (used in):
	Operating Activities	$	3,771		$	3,045		$	6,816		$	70,659		$	1,532
	Investing Activities		(556	)		(211	)		(767	)		(2,324	)		(4,841	)
	Financing Activities		(3,701	)		—			(3,701	)		(305	)		(15,934	)
	Other		—			—			—			3			23

Net Increase (Decrease) in Cash and Cash Equivalents		$	(486	)	$	2,834		$	2,348		$	68,033		$	(19,220	)

Other Financial Data:
Depreciation and Amortization		$	432		$	3,995		$	4,427		$	16,067		$	4,052
Capital Expenditures			497			115			612			1,801			4,483

(footnotes on next page)

(1): In connection with the Acquisition, the Predecessor repurchased all of its outstanding stock options for approximately $24.1 million, which is calculated as the aggregate of the difference between the exercise price of such options and the common stock acquisition price. This payment was subsequently reimbursed by GT Solar Holdings, LLC, and was recorded as compensation expense by the Predecessor in the period from April 1, 2005 to December 31, 2005. This compensation expense was allocated to employees associated with the following expenses: Cost of Revenues—$0.4 million; Research and Development—$0.1 million; Selling and Marketing—$0.8 million; and General and Administrative—$23.0 million.
(2): The combined fiscal year ended March 31, 2006, represents the mathematical addition of our Predecessor's results of operations from April 1, 2005 to December 31, 2005, and GT Solar's results of operations from January 1, 2006 to March 31, 2006. We have included the combined financial information in order to facilitate a comparison with our other fiscal years. This presentation is not consistent with generally accepted accounting principles in the United States, or U.S. GAAP, and may yield results that are not strictly comparable on a period-to-period basis primarily due to (i) the impact of required purchase accounting adjustments and (ii) the new basis of accounting established on the closing date of the Acquisition. Such results are not necessarily indicative of what the results for the respective periods would have been had the Acquisition not occurred.
(3): The application of purchase accounting in connection with the Acquisition resulted in the recording of approximately $30.3 million of intangible assets, the amortization of which amounted to approximately $3.9 million for the period from January 1, 2006 to March 31, 2006 and approximately $15.4 million and $2.8 million for the fiscal years ended March 31, 2007 and 2008, respectively. For more information on the impact of purchase accounting adjustments, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Effects of the Acquisition by GT Solar Holdings, LLC."
(4): For the period from April 1, 2005 to December 31, 2005, other expense includes approximately $3.4 million in costs associated with the Acquisition. For the fiscal year ended March 31, 2007, other expense includes approximately $5.8 million of costs related to a proposed equity offering that was abandoned in November 2006 and our initial public offering. For the fiscal year ended March 31, 2008, other expense includes approximately $1.6 million of costs related to our initial public offering.
(5): Balance sheet data as of December 31, 2005 reflects adjustments recorded immmediately after the Acquisition on January 1, 2006 as discussed further in Note 4 to the consolidated financial statements.
(6): Restricted cash includes cash held in escrow as collateral in respect of outstanding letters of credit related to customer deposits and as security for interest and other bank fees.
(7): Working capital represents current assets minus current liabilities.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus before making a decision to invest in our common stock. If any of the following risks occur, our business, financial conditions or results of operations may be materially and adversely affected. In that event, the trading price of our common stock could decline, and you could lose all or part of your investment.

Risks Relating to our Business Generally

We may be unable to manage our expansion effectively.

We expect to expand our business significantly in order to meet our current and expected contractual obligations and to satisfy anticipated increased demand for our products and services. To manage the expansion of our operations, we will be required to improve our operational, information technology and financial systems, procedures and controls, increase manufacturing, distribution, sales and marketing capacity and, train and manage our growing employee base. Our management will also be required to manage an increasing number of relationships with customers, suppliers and other third parties, as well as procure new customers and suppliers. In addition, our current and planned operations, personnel, systems and internal procedures and controls might be inadequate to support our anticipated future growth. If we cannot manage our growth effectively, we may be unable to take advantage of market opportunities, execute our business strategies or respond to competitive pressures, any of which could have a material adverse effect on our financial condition, results of operations, business and/or prospects.

We currently depend on a small number of customers in any given fiscal year for a substantial part of our sales and revenue.

In each fiscal year, we depend on a small number of customers for a substantial part of our sales and revenue. For example, in the fiscal year ended March 31, 2006 (on a combined basis), three customers accounted for 64% of our revenue; in the fiscal year ended March 31, 2007, three customers accounted for 70% of our revenue; and in the fiscal year ended March 31, 2008, one customer accounted for 62% of our revenue. In addition, as of March 31, 2008, we had a $1.3 billion order backlog, of which $769 million was attributable to three customers. As a result, the default in payment by any of our major customers, the loss of existing orders or lack of new orders in a specific financial period, or a change in the product acceptance schedule by such customers in a specific financial period, could significantly reduce our revenues and have a material adverse effect on our financial condition, results of operations, business and/or prospects. We anticipate that our dependence on a limited number of customers in any given fiscal year will continue for the foreseeable future. There is a risk that existing customers will elect not to do business with us in the future or will experience financial difficulties. Furthermore, many of our customers are at an early stage and many are dependent on the equity capital markets to finance their purchase of our products. As a result, these customers could experience financial difficulties and become unable to fulfill their contracts with us. There is also a risk that our customers will attempt to impose new or additional requirements on us that reduce the profitability of those customers for us. If we do not develop relationships with new customers, we may not be able to increase, or even maintain, our revenue, and our financial condition, results of operations, business and/or prospects may be materially adversely affected.

Our success depends on the sale of a limited number of products.

A significant portion of our operating profits has historically been derived from sales of DSS units, with DSS sales accounting for 72% of our revenue in the fiscal year ended March 31, 2006 (on a combined basis), 85% of our revenue in the fiscal year ended March 31, 2007 and 86% of our revenue

in the fiscal year ended March 31, 2008. There can be no assurance that DSS sales will increase beyond, or be maintained at, past levels. Factors affecting the level of future DSS sales include factors beyond our control, including, but not limited to, competing product offerings by other PV equipment manufacturers. There can be no assurance that we will be able to successfully diversify our product offering to include, for example, additional CVD reactors and converters, and thereby increase our revenue and/or maintain our profits in the event of a decline in DSS sales. If sales of DSS units decline for any reason, our financial condition, results of operations, business and/or prospects could be materially adversely affected.

We depend on a limited number of third party suppliers.

We use component parts supplied by a small number of third party suppliers in our products and source most equipment used in our turnkey solutions from third party suppliers. We do not have any long-term agreements with our suppliers, which leaves us vulnerable to the risk that our suppliers may change the terms on which they have previously supplied products to us or cease supplying products to us at any time and for any reason. There is no guarantee that we will maintain relationships with our existing suppliers or develop new relationships with other suppliers. In addition, many of our suppliers are small companies that may cease operations for any reason, including financial viability reasons, and/or may be unable to meet increases in our demand for component parts and equipment, as we expand and grow our business. We are also dependent on our suppliers to maintain the quality of the components we use and the increased demands placed on these suppliers as we continue to grow may result in quality control problems. We may be unable to identify replacement or additional suppliers or qualify their products in a timely manner and on commercially reasonable terms. Component parts supplied by new suppliers may also be less suited to our products than the component parts supplied by our existing suppliers. Certain of the component parts used in our products have been developed, made or adapted specifically for us. Such parts are not generally available from many vendors and could be difficult to source elsewhere. As a result, there may be a significant time lag in securing an alternative source of supply.

Our failure to obtain sufficient component parts and/or third party equipment that meet our requirements in a timely manner and on commercially reasonable terms could interrupt or impair our ability to fabricate our products and provide turnkey solutions, and may adversely impact our plans to expand and grow our business, as well as result in a loss of market share. Further, such failure may prevent us from delivering our products as required by the terms of our contracts with our customers, and may harm our reputation and result in breach of contract and other claims being brought against us by our customers. Any changes to our current supply arrangements, whether to the terms of supply from existing suppliers or to the identity of our suppliers, may also increase our costs.

As a result of any of the foregoing factors, our financial condition, results of operations, business and/or prospects could be materially adversely affected.

We may face product liability claims and/or claims in relation to third party equipment.

It is possible that our products could result in property damage and/or personal injury, whether by product malfunctions, defects, improper use or installation or other causes. We cannot predict whether or not product liability claims will be brought against us or the effect of any resulting negative publicity on our business, which may include loss of existing customers, failure to attract new customers and a decline in sales. The successful assertion of product liability claims against us could result in potentially significant monetary damages being payable by us, and we may not have adequate resources to satisfy any judgment against us. Furthermore, it may be difficult to determine whether any damage or injury was due to product malfunction or operator error. For example, two of our customers have experienced accidents at their respective facilities involving our DSS units, the most recent of which occurred in December 2006, and resulted in two deaths. To date, we have not received any product liability or

other claims with respect to such accidents. The bringing of product liability claims against us, whether ultimately successful or not, could have a material adverse effect on our financial condition, results of operations, business and/or prospects.

We provide third party equipment in connection with both turnkey solutions and stand-alone sales. There can be no guarantee that such third party equipment will function in accordance with our intended or specified purpose or that the customer's personnel, in particular those who are inexperienced in the use of the specialized equipment sold by us, will be able to install and operate it, which may result in the return of products and/or claims by the customer against us. For example, we have received complaints from two customers regarding the performance of third party equipment we supplied as part of turnkey solutions. We believe that we have satisfactorily resolved these complaints and in both instances provided additional equipment and/or price discounts to the customer. In the event of a claim against us, there is no guarantee that we will be able to recover all or any of our loss from the third party equipment provider. Any such claim, in particular in the case of a turnkey solution where the customer may return other equipment sold by us or cancel related orders, could have a material adverse effect on our financial condition, results of operations, business and/or prospects.

Our future success depends on our management team and on our ability to attract and retain key employees and to integrate new employees into our management team successfully.

We are dependent on the services of our management team. Although certain of these individuals are subject to service agreements with us, any and all of them may choose to terminate their employment with us on thirty or fewer days' notice. The loss of any member of the management team could have a material adverse effect on our financial condition, results of operations, business and/or prospects. There is a risk that we will not be able to retain or replace these or other key employees. Integrating new employees into our management team could prove disruptive to our daily operations, require a disproportionate amount of resources and management attention and ultimately prove unsuccessful. This may have a material adverse effect on our financial condition, results of operations, business and/or prospects.

Amounts included in our order backlog may not result in actual revenue or translate into profits.

As of March 31, 2008, our order backlog was approximately $1.3 billion, a portion of which has subsequently been recognized as revenue. Although this amount is based on signed purchase orders or other written contractual commitments, we cannot guarantee that our order backlog will result in actual revenue in the originally anticipated period or at all. In addition, the contracts included in our order backlog may not generate margins equal to our historical operating results. We have only recently begun to track our order backlog on a consistent basis as a performance measure and, as a result, we do not have significant experience in determining the level of realization that we will actually acheive on our backlog. Our customers may experience project delays or cancel orders as a result of external market factors and economic or other factors beyond our control. If our order backlog fails to result in revenue at all or in a timely manner, we could experience a reduction in revenue, profitability and liquidity.

We may be unable to attract, train and retain technical personnel.

Our future success depends, to a significant extent, on our ability to continue to develop and improve our technology and to attract, train and retain experienced and knowledgeable technical personnel. Recruiting and retaining capable personnel, particularly those with expertise in the polysilicon and/or solar products industries, is vital to our success. There is substantial competition for qualified technical personnel, and qualified personnel are currently, and for the foreseeable future are likely to remain, a limited resource. Locating candidates with the appropriate qualifications, particularly for our New Hampshire and Montana locations, can be costly, time-consuming and difficult. There can

be no assurance that we will be able to attract new, or retain existing, technical personnel. We may need to provide higher compensation or increased training to our personnel than currently anticipated. If we are unable to attract and retain qualified personnel, or must change the terms on which our personnel are employed, our financial condition, results of operations, business and/or prospects may be materially adversely affected.

We face competition from other manufacturers of equipment for PV products.

The solar energy industry and wider renewable energy industry are both highly competitive and continually evolving as participants strive to distinguish themselves within their niche markets and compete with the larger electric power industry. In addition to solar equipment manufacturers, we face competition from companies producing and/or developing other PV technologies. Many of these competitors have, and future competitors may also have, substantially greater financial, technical, manufacturing and other resources than we do. These resources may provide these other manufacturers with a competitive advantage because they can realize economies of scale, synergies and purchase certain raw materials and key components at lower prices. Current and potential competitors of ours may also have greater brand name recognition, more established distribution networks and larger customer bases, and may be able to devote more resources to the research, development, promotion and sale of their products or to respond more quickly to evolving industry standards and changes in market conditions. Our failure to adapt to changing market conditions and to compete successfully with existing or new competitors may have a material adverse effect on our financial condition, results of operations, business and/or prospects.

We may be unable to protect our intellectual property adequately and may face litigation to protect our intellectual property rights.

Our ability to compete effectively against other solar equipment manufacturers will depend, in part, on our ability to protect our current and future proprietary technologies, product designs, business methods and manufacturing processes under relevant intellectual property laws, combined in some circumstances with protecting our patent, trademark and copyright rights and rights under trade secrecy and unfair competition laws. Third parties may infringe, misappropriate or otherwise violate our proprietary technologies, product designs, manufacturing processes and our intellectual property rights therein, which could have a material adverse effect on our financial condition, results of operations, business and/or prospects. Litigation to prevent, or seek compensation for, such infringement, misappropriation or other violation may be costly and may divert management attention and other resources away from our business without any guarantee of success.

We rely upon unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets to develop and maintain our competitive position. This includes both proprietary information of ours and proprietary information licensed from third parties. While we generally enter into confidentiality and non-disclosure agreements with our employees and third parties to protect our intellectual property and that of our licensors, such confidentiality and non-disclosure agreements could be breached and are limited, in some instances, in duration, and may not provide meaningful protection for the trade secrets or proprietary manufacturing expertise that we hold or that is licensed to us. We have had in the past and may continue to have certain of our employees terminate their employment with us to work for one of our customers or competitors. Adequate or timely remedies may not be available in the event of misappropriation, unauthorized use or disclosure of our manufacturing expertise, technological innovations and trade secrets. In addition, others may obtain knowledge of our manufacturing expertise, technological innovations and trade secrets through independent development or other legal means and, in such cases, we could not assert any trade secret rights against such a party.

As of March 31, 2008, we had eleven U.S. patents, seven pending U.S. patent applications, five foreign patents and five pending foreign patent applications. To the extent that we rely on patent protection, our patents may provide only limited protection for our technology and may not be sufficient to provide competitive advantages to us. For example, competitors could develop similar or more advantageous technologies or design around our patents. In addition, patents are of limited duration. Any issued patents may also be challenged, invalidated or declared unenforceable. If our patents are challenged, invalidated or declared unenforceable, other companies will be better able to develop products that compete with ours, which could adversely affect our competitive business position, business prospects and financial condition. Further, we may not have, or be able to obtain, effective patent protection in all of our key sales territories. Our patent applications may not result in issued patents and, even if they do result in issued patents, the patents may not include rights of the scope that we seek. The patent position of technology-oriented companies, including ours, is uncertain and involves complex legal and factual considerations. Accordingly, we do not know what degree of protection we will obtain from our proprietary rights or the breadth of the claims allowed in patents issued to us or to others. Further, given the costs of obtaining patent protection, we may choose not to protect certain innovations that later turn out to be important to our business.

Certain of the intellectual property used by us is used under license from third parties. In the event that we were to breach the terms of such license agreements, we could lose our ability to use the relevant intellectual property, which could have a material adverse effect on us and our ability to operate.

The international nature of our business subjects it to a number of risks, including unfavorable political, regulatory, labor and tax conditions in foreign countries.

A substantial majority of our marketing and distribution takes place outside the United States, and a substantial percentage of our sales are to customers outside the United States. In the fiscal year ended March 31, 2008, we derived 97% of our revenue from sales to customers in Asia. We also have contracts with customers in Europe and expect to recognize revenue from sales to customers in Europe in the future. As a result, we are subject to the legal, political, social and regulatory requirements and economic conditions of many jurisdictions other than the United States. Risks inherent to maintaining international operations, include, but are not limited to, the following:

•: withholding taxes or other taxes on our foreign income, tariffs or other restrictions on foreign trade and investment, including currency exchange controls imposed by or in other countries;
•: the inability to obtain, maintain or enforce intellectual property rights in other jurisdictions, at a reasonable cost or at all;
•: difficulty with staffing and labor force and managing widespread operations;
•: trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make our product offering less competitive in some countries; and
•: our establishing ourselves and becoming tax resident in foreign jurisdictions.

Our business in foreign markets requires us to respond to rapid changes in market conditions in these countries. Our overall success as a global business depends, in part, on our ability to succeed under differing legal, regulatory, economic, social and political conditions. There can be no assurance that we will be able to develop, implement and maintain policies and strategies that will be effective in each location where we do business. As a result of any of the foregoing factors, our financial condition, results of operations, business and/or prospects could be materially adversely affected.

In addition, we have contracts with Russian companies and therefore we are also subject to the risks of doing business in Russia and to the risks associated with Russia's economic and political environment. As is typical of an emerging market, Russia does not possess a well-developed business, legal and regulatory infrastructure that would generally exist in a more mature free market economy and, in recent years, Russia has undergone substantial political, economic and social change. Our failure to manage the risks associated with doing business in Russia and our other existing and potential future international business operations could have a material adverse effect upon our results of operations.

We are subject to the legal systems of the countries in which we offer and sell our products.

We offer and sell our products internationally, including in some emerging markets. As a result, we are and/or may become subject to the laws, regulations and legal systems of the various jurisdictions in which we carry on business and/or in which our customers or suppliers are located. Among the laws and regulations applicable to our business are health and safety and environmental regulations, which vary from country to country and from time to time. We must therefore design our products and ensure their manufacture so as to comply with all applicable standards. Compliance with legal and regulatory requirements, including any change in existing legal and regulatory requirements, may cause us to incur costs and may be difficult, impractical or impossible. Accordingly, foreign laws and regulations which are applicable to us may have a material adverse effect on our financial condition, results of operations, business and/or prospects.

As a result of the procedural requirements or laws of the foreign jurisdictions in which we carry on business and/or in which our customers or suppliers are located, we may experience difficulty in enforcing supplier or customer agreements or certain provisions thereof, including, for example, the limitations on the product warranty we typically provide to our customers. In some jurisdictions, enforcement of our rights may not be commercially practical in light of the duration, cost and unpredictability of such jurisdiction's legal system. Any inability by us to enforce, or any difficulties experienced by us in enforcing, our contractual rights in foreign jurisdictions may have a material adverse effect on our financial condition, results of operations, business and/or prospects.

We face particular commercial, jurisdictional and legal risks associated with our business in China.

We have had significant sales in China. For example, in the fiscal year ended March 31, 2008, a Chinese company accounted for 62% of our revenue. Further, we have recently opened two offices in China. Accordingly, our financial condition, results of operations, business and/or prospects could be materially adversely affected by economic, political and legal conditions and/or developments in China.

Examples of economic and political developments that could adversely affect us include government control over capital investments or changes in tax regulations that are applicable to us. In addition, a substantial portion of the productive assets in China remain government owned. The Chinese government also exercises significant control over Chinese economic growth through the allocation of resources, controlling payment of foreign currency denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Efforts by the Chinese government to slow the pace of growth of the Chinese economy could result in decreased capital expenditures by solar product manufacturers, which in turn could reduce demand for our products. Additionally, China has historically adopted laws, regulations and policies which impose additional restrictions on the ability of foreign companies to conduct business in China or otherwise place them at a competitive disadvantage in relation to domestic companies. Any adverse change in economic conditions or government policies in China could have a material adverse effect on our overall economic growth and therefore have an adverse effect on our financial condition, results of operations, business and/or prospects.

We also face risks associated with Chinese laws and the Chinese legal system. China's legal system is rapidly evolving and, as a result, the interpretation and enforcement of many laws, regulations and rules are not always uniform and legal proceedings in China often involve uncertainties. The legal protections available to us may therefore be uncertain and may be limited. Implementation of Chinese intellectual property related laws has historically been lacking, primarily because of ambiguities in Chinese laws and difficulties in enforcement. Accordingly, the intellectual property rights and confidentiality protections available to us in China may not be as effective as in the United States or other countries. In addition, any litigation brought by or against us in China may be protracted and may result in substantial costs and diversion of resources and management attention and the anticipated outcome would be highly uncertain. As a result of the foregoing factors, our financial condition, results of operations, business and/or prospects may be materially adversely affected.

We may face claims by third parties in relation to the infringement, misappropriation, or other violation of their proprietary manufacturing expertise, technological innovation, and other intellectual property rights.

We face potential claims by third parties of infringement, misappropriation, or other violation of such third parties' intellectual property rights. From time to time we have received and may in the future receive notices or inquiries from other companies regarding our services or products suggesting that we may be infringing their patents or misappropriating their intellectual property rights. Such notices or inquiries may, among other things, threaten litigation against us. In some instances these notices or inquiries may be sent by patent holding companies who have no relevant product line and against whom our patents may therefore provide little or no deterrence. Furthermore, the issuance of a patent does not guarantee that we have the right to practice the patented invention. Third parties may have blocking patents that could be used to prevent us from marketing our own patented product and practicing our own patented technology. In addition, third parties could allege that our products and processes make use of their unpatented proprietary manufacturing expertise and/or trade secrets, whether in breach of confidentiality and non-disclosure agreements or otherwise. If an action for infringement, misappropriation, or other violation of third party rights were successfully brought against us, we may be required to cease our activities on an interim or permanent basis and could be ordered to pay compensation, which could have a material adverse effect on our financial condition, results of operations, business and/or prospects. Additionally, if we are found to have willfully infringed certain intellectual property rights of another party, we may be subject to treble damages and/or be required to pay the other party's attorney's fees. Alternatively, we may need to seek to obtain a license of the third party's intellectual property rights or trade secrets, which may not be available, whether on reasonable terms or at all. In addition, any litigation required to defend such claims brought by third parties may be costly and may divert management attention and other resources away from our business, without any guarantee of success. Moreover, we may also not have adequate resources to devote to our business in the event of a successful claim against us.

While we have policies and procedures in place to guard against the risk of breach by our employees of confidentiality obligations to their former employers, there can be no assurance that a former employer of one or more of our employees will not allege a breach and seek compensation for alleged damages. If such a former employer were to successfully bring such a claim, our know-how and/or skills base could be restricted and our ability to produce certain products and/or to continue

certain business activities could be affected, to the detriment of our financial condition, results of operations, business and/or prospects.

We currently do not have a credit facility and have been financing our working capital needs through cash flows from operations. We may not be able to obtain a new credit facility under acceptable terms and conditions, if at all.

On September 24, 2007, we terminated our senior secured revolving credit facility that provided for up to $70.0 million in borrowings and standby letters of credit. Although we had not borrowed any amounts under the senior credit facility, we used the senior credit facility to issue standby letters of credit against customer deposits. Since September 24, 2007, we have collateralized our standby letters of credit with restricted cash. This practice has had a negative impact on the working capital available to us. Since terminating the senior credit facility, we have been able to meet our working capital requirements through our cash flow from operations and reduce the number of times our customers require standby letters of credit from us. If our business continues to grow, however, we believe that we may need to obtain a new credit facility or similar financing arrangement to finance standby letters of credit and/or to provide liquidity to meet our future working capital needs.

In early 2008, we began discussions with certain banks (including affiliates of certain of the underwriters in this offering) regarding the possibility of a new credit facility. The primary purpose of the new credit facility would be to issue standby letters of credit against customer deposits rather than collateralizing customer deposits with restricted cash. As a result, this new credit facility would enable us to substantially reduce or eliminate the restrictions on our cash balances. The terms and conditions of any new credit facility have not been finalized at this time. A new credit facility may contain a number of restrictive covenants that impose significant operating and financial restrictions, including restrictions on our ability to take actions that we believe may be in our interest. We may not be able to obtain a new credit facility under acceptable terms and conditions, if at all. Our inability to enter into a new credit facility could have a material adverse effect on our financial condition, results of operations, business and/or prospects.

We may face significant warranty claims.

Our DSS products are generally sold with a standard warranty for technical defects for a period equal to the shorter of: (i) twelve months from the date of acceptance by the customer; or (ii) fifteen months from the date of shipment. We provide longer warranty coverage in our polysilicon business, typically covering a period not exceeding twenty-four months from delivery. The warranty is typically provided on a repair or replace basis, and is not limited to products or parts manufactured by us. As a result, we bear the risk of warranty claims on all products we supply, including equipment and component parts manufactured by third parties. Our warranty expenses were approximately $567,000 for the fiscal year ended March 31, 2006 (on a combined basis); $872,000 for the fiscal year ended March 31, 2007; and $1,876,000 for the fiscal year ended March 31, 2008. There can be no assurance that we will be successful in claiming under any warranty or indemnity provided to us by our suppliers in the event of a successful warranty claim against us by a customer or that any recovery from such supplier would be adequate. There is a risk that warranty claims made against us could have a material adverse effect on our financial condition, results of operations, business and/or prospects.

Exchange rate fluctuations may make our products less attractive to non-U.S. customers and otherwise have a negative impact on our operating results.

Our reporting currency is the U.S. dollar and almost all of our contracts are denominated in U.S. dollars. However, approximately 90% and 98% of our revenue was generated from sales to customers located outside the United States in the fiscal years ended March 31, 2007 and 2008, respectively, and we expect that a large percentage of our future revenue will continue to be derived from sales to customers located outside the United States. Changes in exchange rates between foreign currencies and the U.S. dollar could make our products less attractive to non-U.S. customers and therefore decrease our sales and gross margins. In addition, we incur costs in the local currency of the countries outside the United States in which we operate and as a result are subject to currency translation risk. Exchange rates between a number of foreign currencies and the U.S. dollar have fluctuated significantly over the last few years and future exchange rate fluctuations may occur. Currently, our largest foreign currency exposure is the Euro and to a lesser degree the Swiss Franc, primarily from purchases of third party equipment from vendors located in Europe. Commencing in December 2006, we began the practice of entering into forward foreign exchange rate contracts to hedge portions of these purchases. Our hedging activities may not be successful in reducing our exposure to foreign exchange rate fluctuations. Future exchange rate fluctuations may have a material adverse effect on our financial condition, results of operations, business and/or prospects.

An increase in interest rates or the reduced availability of financing could reduce the demand for our products.

Our customers may use debt or equity financing to purchase our products and otherwise run their businesses. As a result, an increase in interest rates or the reduced availability of financing in any of the markets in which our customers operate, including Europe, Asia and the United States, could make it difficult for existing and potential customers to secure the financing necessary to purchase our products. In addition, end users of PV products may depend on debt financing to fund the initial capital expenditures required to purchase and install PV applications. As a result, an increase in interest rates or the reduced availability of financing could make it difficult for end-users to secure necessary financing on favorable terms, or at all, and therefore could reduce demand for PV products. Any such decrease in demand for PV products could, in turn, result in decreased demand for our products, which are used in the manufacture of PV products. Thus, an increase in interest rates or the reduced availability of financing could lower demand for our products, reduce our revenues and have a material adverse effect on our financial condition, results of operations, business and/or prospects.

We may be unable to achieve information technology integration and expansion consistent with the pace of the planned expansion of our business generally.

We are currently working, in conjunction with outside consultants, on a substantial enterprise-wide conversion of our current manufacturing and financial information systems to a fully integrated enterprise resource planning system. If we are not able to achieve the necessary level of integration and expansion of our information technology systems in conjunction with an expansion of our business generally, there may be insufficient information technology support for the business. Information technology insufficiencies may divert management time and generally hinder the development of the business, thereby having a negative impact on our financial condition, results of operations, business and/or prospects.

Risks Relating to Our Polysilicon Business

Our CVD reactor and STC converter are new products from which we have not recognized any revenue.

We believe that our new CVD reactor and our silicon tetrachloride, or STC, converter will account for a significant proportion of our future revenue. However, rights to the key technology of the CVD reactor and STC converter have only been recently licensed to us and, as of March 31, 2008, we had received nine orders for CVD reactors, six of which also include orders for STC converters. The first of these CVD reactors were delivered to the customer in August 2007, but pre-established reactor output performance criteria have not yet been met. The first STC converters are scheduled for delivery beginning in June 2008. No assurance can be given that we will develop successfully this newly acquired technology and/or our polysilicon products. If we fail to perform our obligations in respect of the CVD reactor orders we have received, such orders may be terminated and/or we may be required to pay damages or refund all or a portion of the purchase price. Failure to successfully develop our polysilicon products and/or to perform our obligations in respect of orders for CVD reactors and/or STC converters could have a material adverse effect on our financial condition, results of operations, business and/or prospects.

We license and do not own the technology underlying our new CVD reactor and STC converter products.

The technology underlying our new CVD reactor and STC converter products is not owned by us, but is licensed under a ninety-nine year license agreement that could be terminated in the event of a material breach by us of such agreement that remains uncured for more than thirty days, or upon our bankruptcy or insolvency. Any termination of our rights to use the technology underlying our new CVD reactor and STC converter products would have a material adverse effect on our ability to offer our polysilicon products and therefore on our financial condition, results of operations, business and/or prospects. See "Business—Intellectual Property" for further details on the agreement pursuant to which we have licensed the CVD reactor and STC converter technology.

Revenue recognition on sales of our new CVD reactor and STC converter products may be affected by a number of factors, some of which are outside our control.

Our CVD reactor and STC converter are new products. New products are not classified as established products until post-delivery acceptance and installation have been determined to be routine as a result of: (i) the acceptance process and criteria largely mirroring pre-shipment testing and checks; and (ii) a history of achieving pre-determined installation cost targets for such products.

Accordingly, as a new product the revenue allocated to our reactors and converters will be recognized by us only upon customer acceptance in accordance with our revenue recognition policy. The timing of customer acceptance is impossible to predict, since it depends on many factors, some of which are outside our control. Acceptance of the CVD reactors will not occur until after they have been received by the customer, are operational and have performed satisfactorily in agreed upon tests. Our first shipment of CVD reactors occurred in August 2007. Due to the complexity of integrating the reactors into the customers' plants, it is possible that there may be significant delay between our shipping the reactors and the reactors becoming operational and capable of being tested. As a result, we do not expect to recognize any revenue related to the orders for reactors included in our backlog until pre-established reactor output performance criteria have been met. In addition, we cannot assure you that customer acceptance of these CVD reactors will occur at all. There is therefore a risk that we may be unable to recognize revenue on our existing orders for polysilicon products in a timely manner or at all, even if we fully perform our obligations in respect of such orders in a timely manner. Delay in customer acceptance of such orders could adversely affect further demand for our reactors and STC

converters, and may adversely affect our financial condition, results of operations, business and/or prospects.

Our quarterly operating results may fluctuate significantly in the future as a result of our polysilicon products being considered new products under our revenue recognition policy and the significant size of our individual contracts for polysilicon products.

Our polysilicon business faces direct and indirect competition.

We are not the only potential provider of polysilicon production equipment to the market. Further, the technology underlying our CVD reactor product is not the only known technology for producing polysilicon. Our CVD reactor is based on the Siemens process, which is a method whereby silicon depositions from silane or trichlorosilane, or TCS, gas are grown on heated rods inside a cooled bell jar. An alternative polysilicon production method is the fluidized bed reactor, or FBR, process, in which polysilicon is grown from hot polysilicon granules suspended in an upward flow of silane or TCS gas inside a specially designed chamber. The FBR process has certain advantages over the Siemens process, including allowing for the continuous production and extraction of polysilicon, consuming less energy and being less labor intensive. There can be no assurance that the FBR process or other polysilicon growth technologies will not supersede the Siemens process as the most commonly used method of polysilicon production. If other technologies for producing polysilicon become more widely used or more widely available, demand for our CVD reactor product, and thus our financial condition, results of operations, business and/or prospects, may be adversely affected.

Existing direct competitors of our polysilicon business include two German companies and one United States company that we believe have recently entered into several contracts to deliver CVD reactors, based upon what we believe is an existing proven Siemens process reactor design. There can be no assurance that our polysilicon business will compete successfully with these companies. Other existing direct competitors of our polysilicon business include a Russian company and a Chinese company. Although we believe our CVD reactor product to be distinct from the competing products offered by this Russian company and this Chinese company, there can be no assurance that our CVD reactor product will compete successfully with their products. If we are unable to compete successfully with these other products, it may have a material adverse effect on our financial condition, results of operations, business and/or prospects.

Polysilicon producers currently indirectly compete with our polysilicon business, as demand for our CVD reactor and converter products is likely to be adversely affected by increases in polysilicon supply. Announcements have indicated that major polysilicon producers, including Renewable Energy Corporation ASA, Hemlock Semiconductor Corporation, Wacker Chemie AG, MEMC Electronic Materials, Inc., Mitsubishi Electric Corporation, Sumitomo Electric Industries Ltd. and Tokuyama Corporation, may be planning increases in their polysilicon production capacity.

Our polysilicon business may also face competition from competitors of which we are not currently aware or which enter into competition with our polysilicon business in the future. Potential competitors may have substantially greater financial, technical, manufacturing and other resources than us. Therefore, other manufacturers may have a competitive advantage because they can realize economies of scale, synergies and purchase certain raw materials and key components at lower prices. Our potential competitors may also have greater brand name recognition, more established distribution networks and larger customer bases, and may be able to devote more resources to the research, development, promotion and sale of their products or to respond more quickly to evolving industry standards and changes in market conditions. Our failure to adapt to changing market conditions and to compete successfully with existing or new competitors may have a material adverse effect on our financial condition, results of operations, business and/or prospects.

We rely upon a limited number of suppliers of key components and manufacturers for our polysilicon products.

We use specialist manufacturers to provide vessels and power supplies which are essential to the manufacture and operation of our polysilicon products. Although we currently use five vessel manufacturers and two power supply manufacturers, there can be no assurance that we will be successful in maintaining relationships with any supplier, or that any suppliers will perform as we expect. Our failure to obtain components that meet our quality, quantity and cost requirements in a timely manner could interrupt or impair our ability to manufacture CVD reactors and/or STC converters, and/or increase our costs. In particular, there is a risk that manufacturers being used by us for the CVD reactors may not be able to deliver our products to us in a sufficiently timely manner to enable us to fulfill our obligations to the customer. As a result, we may face breach of contract claims and our reputation may be harmed, which could interrupt or impair our ability to conduct and/or expand our polysilicon business and thereby have a material adverse effect on our financial condition, results of operations, business and/or prospects.

Risks Relating to the PV Industry

Government subsidies and economic incentives for on-grid solar electricity applications could be reduced or eliminated.

Demand for PV equipment, including on-grid applications, has historically been dependent in part on the availability and size of government subsidies and economic incentives. Currently, the cost of solar electricity substantially exceeds the retail price of electricity in every significant market in the world, other than in Japan, where the cost is competitive with retail rates. As a result, federal, state and local governmental bodies in many countries, most notably Germany, Italy, Spain, South Korea, Japan, China and the United States, have provided subsidies in the form of feed-in tariffs, rebates, tax write-offs and other incentives to end-users, distributors, systems integrators and/or manufacturers of PV products to promote the use of solar energy in on-grid applications and to reduce dependency on other forms of energy. Many of these government incentives are due to expire in time, phase out over time, cease upon exhaustion of the allocated funding and/or are subject to cancellation or non-renewal by the applicable authority. For example, in Germany, which historically has been a major market for PV products, subsidies decline at a rate of between 5% and 6.5% per year, based on the type and size of the PV system, and discussions are currently underway concerning potential amendments to Germany's Renewable Energy Act, or EEG, which may include the reduction or elimination of subsidies thereunder. In the United States, the federal preferential solar investment tax credit is currently scheduled to expire in December 2008.

Further, any government subsidies and economic incentives could be reduced or eliminated altogether at any time and for any reason. Relevant statutes or regulations may be found to be anti-competitive, unconstitutional or may be amended or discontinued for other reasons. For example, the predecessor to the EEG was challenged in Germany on constitutional grounds and in the European Court of Justice as impermissible state aid. Although such challenge was unsuccessful, new proceedings challenging the EEG or comparable minimum price regulations in other countries in which we conduct our business, may be initiated. Amendments to the EEG are currently being discussed and there can be no assurance that subsidies and economic incentives under the EEG or other similar legislation in other countries will not be reduced or eliminated.

The reduction, expiration or elimination of relevant government subsidies or other economic incentives may result in the diminished competitiveness of solar energy relative to conventional and other renewable sources of energy, and adversely affect demand for PV equipment or result in increased price competition, all of which could cause our sales and revenue to decline and have a material adverse effect on our financial condition, results of operations, business and/or prospects.

Existing regulations and policies and changes to these regulations and policies may present technical, regulatory and economic barriers to the purchase and use of PV products.

The market for electricity generation products is heavily influenced by government regulations and policies concerning the electric utility industry, as well as policies promulgated by electric utilities. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation. In the United States and in a number of other countries, these regulations and policies are currently being modified and may be modified again in the future. These regulations and policies could deter end-user purchases of PV products and investment in the research and development of PV technology. For example, without a mandated regulatory exception for PV systems, utility customers are often charged interconnection or standby fees for putting distributed power generation on the electric utility grid. These fees could increase the cost to end-users of PV systems and make such systems less attractive to potential customers, which may have a material adverse effect on demand for our products and our financial condition, results of operations, business and/or prospects.

Demand for polysilicon has been cyclical, resulting in periods of insufficient and excess production capacity.

Historically, demand for polysilicon has been cyclical. There has been a shortage of polysilicon due to production capacity that is insufficient to meet demand. If the shortage continues or worsens, or if there are future shortages of polysilicon, the PV industry may be unable to continue to grow and/or may decline. As a result, demand for our solar products may decrease or may be eliminated, and our financial condition, results of operations, business and/or prospects may be materially adversely affected. Conversely, if the current shortage of polysilicon is eliminated through increases in polysilicon production capacity, an excess in production capacity for polysilicon could develop. Excess production capacity could adversely affect demand for our CVD reactors and STC converters. Solarbuzz forecasts that polysilicon supply could match demand as early as 2008. A lack of demand for our CVD reactor and STC converter products could have a material adverse effect on our financial condition, results of operations, business and/or prospects.

The PV industry may not be able to compete successfully with conventional power generation or other sources of renewable energy.

Although the PV industry has experienced substantial growth over the last five years, it still comprises a relatively small component of the total power generation market and competes with other sources of renewable energy, as well as conventional power generation. Many factors may affect the viability of widespread adoption of PV technology and thus demand for solar wafer manufacturing equipment, including the following:

•: cost-effectiveness of solar energy compared to conventional power generation and other renewable energy sources;
•: performance and reliability of solar modules compared to conventional power generation and other renewable energy sources and products;
•: availability and size of government subsidies and incentives to support the development of the solar energy industry;
•: success of other renewable energy generation technologies such as hydroelectric, wind, geothermal and biomass; and
•: fluctuations in economic and market conditions that affect the viability of conventional power generation and other renewable energy sources, such as increases or decreases in the prices of oil and other fossil fuels.

Technological changes in the PV industry could render existing products and technologies uncompetitive or obsolete.

The PV industry is rapidly evolving and is highly competitive. Technological advances may result in lower manufacturing costs for PV products and/or PV product manufacturing equipment, and may render existing PV products and/or PV product manufacturing equipment obsolete. We will therefore need to keep pace with technological advances in the industry, including committing resources to ongoing research and development, acquiring new technologies, continually improving our existing products and continually expanding and/or updating our product offering, in order to compete effectively in the future. Our failure to further refine our technology and/or develop and introduce new solar power products could cause our products to become uncompetitive or obsolete, which could adversely affect demand for our products, and our financial condition, results of operations, business and/or prospects.

Risks Relating to This Offering and Our Common Stock

Upon completion of the offering, GFI will continue to have significant influence over all matters submitted to a stockholder vote, which will limit your ability to influence corporate activities and may adversely affect the market price of our common stock.

Upon completion of the offering, GT Solar Holdings, LLC will own or control common stock representing, in the aggregate, a % voting interest in us, or % if the underwriters exercise their over-allotment option to purchase additional shares in full. An investment fund affiliated with GFI is the managing member and principal shareholder of GT Solar Holdings, LLC. As a result, GFI will continue to have substantial influence over the outcome of votes on all matters requiring approval by our stockholders, including the election of directors, the adoption of amendments to our certificate of incorporation and by-laws and approval of significant corporate transactions. GFI can also take actions that have the effect of delaying or preventing a change in control of us or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them. Moreover, this concentration of stock ownership may make it difficult for stockholders to replace management. In addition, this significant concentration of stock ownership may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. This concentration of control could be disadvantageous to other stockholders with interests different from those of our officers, directors and principal stockholders and the trading price of shares of our common stock could be adversely affected. See "Principal and Selling Stockholders" for a more detailed description of our stock ownership.

Conflicts of interest may arise because some of our directors are principals of our principal stockholder.

Two partners of GFI will serve on our six-member board of directors upon the completion of this offering. GFI and its affiliates may invest in entities that directly or indirectly compete with us or companies in which they currently invest may begin competing with us. As a result of these relationships, when conflicts between the interests of GFI and the interests of our other stockholders arise, these directors may not be disinterested. Although our directors and officers will have a duty of loyalty to us under Delaware law and our certificate of incorporation that will be adopted in connection with this offering, transactions that we enter into in which a director or officer has a conflict of interest are generally permissible so long as (1) the material facts relating to the director's or officer's relationship or interest as to the transaction are disclosed to our board of directors and a majority of our disinterested directors, or a committee consisting solely of disinterested directors, approves the transaction, (2) the material facts relating to the director's or officer's relationship or interest as to the

transaction are disclosed to our stockholders and a majority of our disinterested stockholders approves the transaction or (3) the transaction is otherwise fair to us.

GFI and its affiliates and investment funds do not have any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business that we do.

Under our certificate of incorporation, none of GFI or its affiliates and investment funds (each referred to in this prospectus as a GFI Entity and collectively as the GFI Entities), nor any director, officer, stockholder, member, manager and/or employee of a GFI Entity, has any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business that we do. In the event that any GFI Entity acquires knowledge of a potential transaction or matter which may be a corporate opportunity for itself and us, we will not have any expectancy in such corporate opportunity, and the GFI Entity will not have any duty to communicate or offer such corporate opportunity to us and may pursue or acquire such corporate opportunity for itself or direct such opportunity to another person. In addition, GFI's representatives will not be required to offer to us any transaction opportunity of which they become aware and could take any such opportunity for themselves or offer it to other companies in which they have an investment, unless such opportunity is expressly offered to them solely in their capacity as a director of ours.

We identified material weaknesses in our internal control over financial reporting as a result of the audit of our financial statements as of March 31, 2007. Failure to achieve and maintain effective internal control over financial reporting could result in our failure to accurately report our financial results.

In connection with the audit of our financial statements as of and for the year ended March 31, 2007, we became aware that our accounting resources did not include enough people with the detailed knowledge, experience and training in the selection and application of certain accounting principles generally accepted in the United States of America to meet our financial reporting needs. This control deficiency contributed to material weaknesses in internal control with respect to the financial statement close process (including account review and reconciliation procedures), accounting for revenue recognition and documentation for non-routine transactions. A "material weakness" is a control deficiency or combination of control deficiencies that results in a reasonable possibility that a material misstatement in the financial statements or related disclosures will not be prevented or detected. As a result of these material weaknesses, we had previously restated our consolidated balance sheet as of March 31, 2006 and 2007, and the related consolidated statements of operations, stockholders' equity and cash flows for the period from January 1, 2006 through March 31, 2006, the period from April 1, 2005 through December 31, 2005 and 2007 and the fiscal year ended March 31, 2005 and 2007 in a prior filing.

In preparation for this offering, we began the process of identifying candidates to assume newly created positions in our company, with specific responsibilities for external financial reporting, internal control and revenue recognition. These resources were put in place during the third and fourth quarters of the fiscal year ending March 31, 2008. We did not experience similar material weaknesses in connection with the audit of our fiscal year ended March 31, 2008. We continue to monitor controls on an ongoing basis for any deficiencies. No evaluation can provide complete assurance that our internal controls will detect or uncover all failures of persons within our company to disclose material information otherwise required to be reported. The effectiveness of our controls and procedures could also be limited by simple errors or faulty judgments. In addition, if we continue to expand globally, the challenges involved in implementing appropriate internal controls will increase and will require that we continue to improve our internal controls.

If we are not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, we may be subject to sanctions by regulatory authorities.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control over financial reporting. We will be required to comply with the requirements of Section 404 in the second Annual Report on Form 10-K that we file with the SEC after the completion of this offering. We will be evaluating our internal controls systems to allow management to report on, and our independent auditors to attest to, our internal controls. We will be performing the system and process evaluation and testing (and any necessary remediation) required to comply with the management certification and auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. While we anticipate being able to implement requirements relating to internal controls and all other aspects of Section 404 by this deadline, we cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or the impact of the same on our operations. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, we may be subject to sanctions or investigation by regulatory authorities, such as the SEC or Nasdaq. Any such action could adversely affect our financial results or investors' confidence in us and could cause our stock price to fall. In addition, the controls and procedures that we will implement may not comply with all of the relevant rules and regulations of the SEC and Nasdaq. If we fail to develop and maintain effective controls and procedures, we may be unable to provide financial information in a timely and reliable manner, subjecting us to sanctions and harm to our reputation.

Future sales of our common stock, or the perception in the public markets that these sales may occur, could depress our stock price.

Sales of substantial amounts of our common stock in the public market after this offering or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Upon completion of this offering, we will have shares of common stock outstanding. Of these shares, the shares of common stock sold in this offering will be freely tradable, without restriction, in the public market. After the lockup agreements pertaining to this offering expire, an additional shares will be eligible for sale in the public market, subject to applicable manner of sale and other limitations with respect to shares held by our affiliates under Rule 144 under the Securities Act of 1933, as amended, or Securities Act. Following the expiration of the lock-up period, GFI will have demand registration rights under the Securities Act with respect to the sale of its remaining shares. If this right is exercised, holders of all shares subject to the registration rights agreement will be entitled to participate in such registration. By exercising their registration rights, and selling a large number of shares, these holders could cause the price of our common stock to decline. An estimated shares of common stock will be subject to our registration rights agreement upon completion of the offering.

Requirements associated with being a public company will increase our costs significantly, as well as divert significant company resources and management attention.

Prior to this offering, we have not been subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or the other rules and regulations of the SEC or any securities exchange relating to public companies. We are working with our legal, independent accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, the expenses that will be required in order to adequately prepare for being a public company could be material. Compliance with the various reporting and other requirements applicable to public companies will also require considerable time

and attention of management. We cannot predict or estimate the amount of the additional costs we may incur, the timing of such costs or the degree of impact that our management's attention to these matters will have on our business. In addition, the changes we make may not be sufficient to allow us to satisfy our obligations as a public company on a timely basis. In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors' and officers' liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers.

Our certificate of incorporation and by-laws contain provisions that could discourage another company from acquiring us and may prevent attempts by our stockholders to replace or remove our current management.

Some provisions of our certificate of incorporation and by-laws may have the effect of delaying, discouraging or preventing a merger or acquisition that our stockholders may consider favorable, including transactions in which stockholders may receive a premium for their shares. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace or remove our board of directors. These provisions include:

•: the removal of directors only by the affirmative vote of the holders of two-thirds of the shares of our capital stock entitled to vote;
•: any vacancy on our board of directors, however occurring, including a vacancy resulting from an enlargement of the board, may only be filled by vote of the directors then in office;
•: inability of stockholders to call special meetings of stockholders or take action by written consent;
•: advance notice requirements for board nominations and proposing matters to be acted on by stockholders at stockholder meetings; and
•: authorization of the issuance of "blank check" preferred stock without the need for action by stockholders.

Our common stock has not been publicly traded prior to this offering, and we expect that the price of our common stock may fluctuate substantially.

There has not been a public market for our common stock prior to this offering. We cannot predict the extent to which a trading market will develop or how liquid that market may become. If you purchase shares of common stock in this offering, you will pay a price that was not established in the public trading markets. The initial public offering price will be determined by negotiations between the underwriters and us. You may not be able to resell your shares at or above the initial public offering price and may suffer a loss on your investment. Broad market and industry factors may adversely affect the market price of our common stock, regardless of our actual operating performance. Factors that could cause fluctuations in our stock price may include, among other things:

•: actual or anticipated variations in quarterly operating results;
•: changes in financial estimates by us or by any securities analysts who may cover our stock or our failure to meet the estimates made by securities analysts;
•: changes in the market valuations of other companies operating in our industry;

•: announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures;
•: changes in governmental policies with respect to energy;
•: additions or departures of key personnel; and
•: sales of our common stock, including sales of our common stock by our directors and officers or by GFI or our other principal stockholders.

Our quarterly operating results have fluctuated significantly in the past and we expect that our quarterly results will continue to fluctuate significantly in the future.

Our quarterly operating results have fluctuated significantly in the past and we expect that our quarterly results will continue to fluctuate significantly in the future. Future quarterly fluctuations may result from a number of factors, including:

•: the size of new contracts and when we are able to recognize the related revenue, especially with respect to our new polysilicon products;
•: delays in customer acceptances of our products;
•: our rate of progress in the fulfillment of our obligations under our contracts;
•: the degree of market acceptance of our products and service offerings;
•: the mix of products and services sold;
•: budgeting cycles of our customers;
•: product lifecycles;
•: changes in demand for our products and services;
•: the level and timing of expenses for product development and sales, general and administrative expenses;
•: competition by existing and emerging competitors in the PV industry;
•: our success in developing and selling new products and services, controlling costs, attracting and retaining qualified personnel and expanding our sales force;
•: changes in our strategy;
•: foreign exchange fluctuations; and
•: general economic conditions.

Based on these factors, we believe our future operating results will vary significantly from quarter-to-quarter and year-to-year. As a result, quarter-to-quarter and year-to-year comparisons of operating results are not necessarily meaningful nor do they indicate what our future performance will be.

We currently do not intend to pay dividends on our common stock after the completion of this offering, and as a result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

We currently do not expect to declare or pay dividends on our common stock in the foreseeable future, other than an anticipated dividend of $ million we intend to pay to our existing stockholders, including GT Solar Holdings, LLC, immediately prior to the closing of this offering. As a result, your only opportunity to achieve a return on your investment in us will be if the market price of our

common stock appreciates and you sell your shares at a profit. We cannot assure you that the market price for our common stock will ever exceed the price that you pay.

You will suffer immediate and substantial dilution of your common stock as a result of this offering.

The initial public offering price of our common stock is considerably more than the net tangible book value per share of our outstanding common stock. The difference in the value of your equity is known as dilution. This dilution occurs in large part because our earlier investors paid substantially less than the initial public offering price when they purchased their shares. Investors purchasing common stock in this offering will pay $ per share in excess of the $ net tangible book value per share of common stock as of March 31, 2008, based on an assumed initial public offering price of $ per share. In addition, if we raise funds by issuing additional securities at a price lower than the initial public offering, the newly issued shares will further dilute your percentage ownership of us. See "Dilution."

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. These statements may be found throughout this prospectus, particularly under the headings "Prospectus Summary," "Risk Factors," "Dividend Policy," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Industry" and "Business." These statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.

In most cases, you can identify forward-looking statements by the following words: "may," "will," "would," "should," "expect," "anticipate," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue," "on-going" or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. You should consider statements that contain these words carefully because they describe our expectations, plans, strategies and goals and beliefs concerning future business conditions, our results of operations, financial position, and our business outlook or state other "forward-looking" information based on currently available information.

There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. These important factors include those that we discuss under the heading "Risk Factors." You should read these risk factors and the other cautionary statements made in this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus. We cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, if at all.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except to the extent required by applicable securities law. We note that the safe harbor provided in the Private Securities Litigation Reform Act of 1995 does not apply to statements made in connection with an initial public offering, such as this offering.

INDUSTRY AND MARKET DATA

Information regarding markets, market size, market share, market position, growth rates, forecasts and other industry data pertaining to our business contained in this prospectus consists of estimates based on data and reports compiled by professional organizations, industry consultants and analysts, on data from other external sources, and on our knowledge and internal surveys of the solar and polysilicon industries. Marketbuzz 2008, an annual report dated March 2008 prepared by Solarbuzz, an international solar energy market research and consulting company, was the primary source for third party industry data and forecasts. In many cases, there is no readily available external information (whether from trade associations, government bodies or other organizations) to validate market related analyses and estimates, requiring us to rely on these third party industry publications and internally developed estimates. None of the independent industry publications cited in this prospectus was prepared on our behalf or our affiliates' behalf. These reports are generally publicly available for a fee.

In view of the emerging nature of the solar and polysilicon industries and the absence of publicly available information on most of the photovoltaic equipment and polysilicon manufacturers (including, without limitation, their existing production capacity, business plans and strategies), the estimates for the size of the solar and polysilicon markets and their projected growth rates set out in this prospectus should be considered with caution. Certain market share information and other statements in this prospectus regarding the solar and polysilicon industries and our position relative to our competitors is not based on published statistical data or information obtained by independent third parties. Rather, such information and statements reflect our management's best estimates based upon information obtained from trade and industry organizations and associations and other contacts within the solar and polysilicon industries. While we believe our internal estimates to be reasonable, they have not been verified by independent sources.

USE OF PROCEEDS

All of the shares of common stock are being sold by the selling stockholders named in this prospectus. GT Solar Holdings, LLC will use the net proceeds it receives in connection with this offering to make a distribution to its shareholders. We will not receive any of the proceeds from the sale of shares in this offering, including from any exercise by the underwriters of their over-allotment option. We will pay the expenses of this offering, other than the underwriters' discounts and commissions.

See "Certain Relationships and Related Transactions" for a description of other material relationships between us and the selling stockholders.

DIVIDEND POLICY

We do not expect to pay dividends on our common stock for the foreseeable future, other than an anticipated dividend of $ million we intend to pay to our existing stockholders, including GT Solar Holdings, LLC, immediately prior to the closing of this offering. GT Solar Holdings, LLC will use the proceeds of the dividend to make a distribution to its shareholders. Instead, we anticipate that all of our earnings, if any, in the foreseeable future will be used in the operation and growth of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements and contractual restrictions. Our ability to pay dividends in the future may therefore be limited and/or our dividend policy may change. We are a holding company and have no direct operations. Our ability to pay dividends in the future depends on the ability of our subsidiaries to pay dividends to us.

CAPITALIZATION

The following table sets forth our consolidated capitalization as of March 31, 2008 on an actual basis and on an as adjusted basis to give effect to an anticipated dividend of $ million we intend to pay to our existing stockholders, including GT Solar Holdings, LLC, immediately prior to the closing of this offering and payment of the expenses of this offering, other than underwriters' discounts and commissions, of $ million, net of the related income tax impact. We have not otherwise adjusted our capitalization for the offering because we are not receiving any proceeds from the offering.

This table should be read in conjunction with the "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the accompanying notes thereto included elsewhere in this prospectus.

			As of March 31, 2008
			Actual		As Adjusted
			(dollars in thousands)
Long-term indebtedness (including current maturities)(1)			$	—
Stockholders' equity:
	Preferred stock, $0.01 par value per share; no shares authorized, actual; 5,000,000 shares authorized, no shares issued or outstanding, as adjusted			—	—
	Common stock, $0.01 par value per share; 10,000,000 shares authorized, actual; 100,000,000 shares authorized as adjusted; 8,375,000 shares issued and outstanding, actual and as adjusted(2)			84
	Additional paid-in capital			75,157
	Accumulated other comprehensive income			5,584
	Retained earnings			10,816

		Total stockholders' equity		91,641

Total capitalization			$	91,641

(1): In early 2008, we began discussions with certain banks (including affiliates of certain of the underwriters in this offering) regarding the possibility of a new credit facility. The primary purpose of the new credit facility would be to issue standby letters of credit against customer deposits rather than collateralizing customer deposits with restricted cash. As a result, this new credit facility would enable us to reduce or eliminate the restrictions on our cash balances, which would then be available, among other things, to pay the anticipated dividend to our existing stockholders, including GT Solar Holdings, LLC, prior to the completion of this offering. Giving effect to the anticipated dividend, our cash and cash equivalents and restricted cash of $218.9 million as of March 31, 2008 would be reduced to $ million.
(2): The number of shares of our common stock that will be outstanding after this offering excludes 384,267 shares of common stock issuable upon the exercise of outstanding options as of March 31, 2008, at a weighted average exercise price of $65.56 per share, and 245,733 additional shares of common stock reserved for issuance under our equity incentive plans.

DILUTION

Dilution is the amount by which the offering price paid by the purchasers of the common stock offered hereby will exceed the net tangible book value per share of common stock after the offering. Net tangible book value per share is determined at any date by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of common stock deemed to be outstanding at that date. Our net tangible book value as of March 31, 2008 was approximately $39.4 million, or $ per share of common stock (after giving effect to a -to-one stock split to be effected prior to the completion of this offering). Investors purchasing common stock in this offering will pay $ per share in excess of the net tangible book value per share as of March 31, 2008, based on an assumed initial public offering price of $ per share.

The following table summarizes, as of March 31, 2008, the total number of shares of common stock, the aggregate cash consideration paid, and the average price per share paid by existing stockholders and new public investors. The calculation below is based on an offering price of $ per share before deducting estimated offering expenses payable by us and gives effect to a -to-one stock split to be effected prior to the completion of this offering:

		Shares Purchased			Total Consideration
		Shares Purchased			Total Consideration			Average Price Per Share
		Number	Percent		Amount	Percent		Average Price Per Share
		(in thousands, except per share data)
Existing stockholders				%	$		%	$
New public investors								$

	Total		100	%	$	100	%

If the underwriters exercise their over-allotment option in full, the following will occur:

•: the number of shares of our common stock held by existing stockholders will decrease to , or approximately % of the total number of shares of our common stock outstanding after this offering; and
•: the number of shares of our common stock held by new public investors will increase to , or approximately % of the total number of shares of our common stock outstanding after this offering.

The tables and calculations above assume no exercise of outstanding options. As of March 31, 2008, there were 384,267 shares of our common stock issuable upon exercise of outstanding options at a weighted average exercise price of approximately $65.56 per share. To the extent that such options are exercised, there will be further dilution to our new public investors. See "Executive Compensation."

SELECTED HISTORICAL FINANCIAL DATA

The selected financial data for the period from April 1, 2005 through December 31, 2005 have been derived from the historical consolidated financial statements of the Predecessor, and the selected financial data for the period from January 1, 2006 through March 31, 2006 and as of and for the fiscal years ended March 31, 2007 and 2008 have been derived from the historical consolidated financial statements of GT Solar, all of which have been audited by Ernst & Young LLP, an independent registered public accounting firm and included elsewhere in this prospectus. The selected financial data as of March 31, 2006 has been derived from the audited historical financial statements of the Successor and the selected financial data as of and for the fiscal years ended March 31, 2005 and 2004 have been derived from the audited historical consolidated financial statements of the Predecessor, both of which are not included in this prospectus. Historical results are not necessarily indicative of the results expected in the future.

The financial data as of March 31, 2006, for the period from January 1, 2006 through March 31, 2006 and as of and for the fiscal years ended March 31, 2007 and 2008 reflect the consolidated financial position, results of operations and cash flows of GT Solar subsequent to the date of the Acquisition and includes adjustments required under the purchase method of accounting. In addition, the balance sheet data of GT Solar as of January 1, 2006, include adjustments required under the purchase method of accounting. In accordance with the requirements of purchase accounting, the assets and liabilities of GT Solar were adjusted to their estimated fair values and the resulting goodwill was recorded as of the transaction date. The application of purchase accounting generally results in higher depreciation and amortization expense in future periods. Accordingly, the accompanying consolidated financial information of the Predecessor and GT Solar are not comparable in all material respects because of the effects of purchase accounting.

Prospective investors should read the data presented below together with, and qualified by reference to "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and the accompanying notes thereto included elsewhere in this prospectus.

		Predecessor
		Fiscal Years Ended March 31,									GT Solar			Combined Predecessor/ GT Solar			GT Solar
		2004			2005			April 1, 2005 to December 31, 2005(1)			January 1, 2006 to March 31, 2006			Fiscal Year Ended March 31, 2006(2)			Fiscal Year Ended March 31, 2007			Fiscal Year Ended March 31, 2008
		(dollars in thousands, except share and per share amounts)
Statement of Operations Data:
Revenue		$	8,970		$	9,817		$	44,648		$	2,106		$	46,754		$	60,119		$	244,052
Cost of Revenue			7,300			7,638			25,892			2,442			28,334			36,284			151,709

Gross Profit			1,670			2,179			18,756			(336	)		18,420			23,835			92,343
Research and Development			1,072			1,021			1,157			659			1,816			3,810			10,517
Selling and Marketing			852			1,663			3,841			334			4,175			7,747			10,452
General and Administrative			1,880			2,026			24,550			4,068			28,618			10,562			21,435
Amortization of Intangible Assets(3)			7			21			564			3,862			4,426			15,446			3,018
Loss on Early Debt Extinguishment			—			461			—			—			—			—			—

Income (Loss) From Operations			(2,141	)		(3,013	)		(11,356	)		(9,259	)		(20,615	)		(13,730	)		46,921
Interest Income			42			48			148			79			227			1,686			6,543
Interest Expense			(242	)		(571	)		(285	)		(299	)		(584	)		(2,460	)		(1,651	)
Loss on Investment in Related Party(4)			—			(1,501	)		—			—			—			—			—
Other Income (Expense)(5)			(79	)		(45	)		(3,407	)		(82	)		(3,489	)		(5,667	)		(1,244	)

Income (Loss) Before Income Taxes			(2,420	)		(5,082	)		(14,900	)		(9,561	)		(24,461	)		(20,171	)		50,569
Provision (Benefit) for Income Taxes			(210	)		121			—			(2,627	)		(2,627	)		(1,816	)		14,464

Net Income (Loss)		$	(2,210	)	$	(5,203	)	$	(14,900	)	$	(6,934	)	$	(21,834	)	$	(18,355	)	$	36,105

Income (Loss) Per Common Share:
	Basic	$	(7.22	)	$	(16.99	)	$	(48.67	)	$	(0.83	)	$	(2.61	)	$	(2.19	)	$	4.31
	Diluted		(7.22	)		(16.99	)		(48.67	)		(0.83	)		(2.61	)		(2.19	)		4.26
Shares used to compute Income (Loss) per Share:
	Basic		306,126			306,126			306,126			8,370,000			8,370,000			8,370,000			8,370,000
	Diluted		306,126			306,126			306,126			8,370,000			8,370,000			8,370,000			8,474,048
Balance Sheet Data (at end of period)(6):
Cash and Cash Equivalents		$	654		$	3,678		$	3,192		$	6,026		$	6,026		$	74,059		$	54,839
Restricted Cash(7)			1,068			719			1,846			567			567			9,322			164,028
Deferred Revenue			468			12,314			1,865			24,076			24,076			64,667			164,190
Working Capital(8)			(2,699	)		(3,445	)		(1,517	)		(3,273	)		(3,273	)		(11,234	)		33,039
Total Assets			13,634			28,685			107,346			122,337			122,337			241,429			600,611
Total Debt			4,413			3,732			15,000			15,000			15,000			15,934			—
Stockholders' Equity			4,898			60			67,763			63,827			63,827			47,098			91,641
Cash Flow Data:
Cash provided by (used in):
	Operating Activities	$	304		$	5,479		$	3,771		$	3,045		$	6,816		$	70,659		$	1,532
	Investing Activities		(27	)		(1,339	)		(556	)		(211	)		(767	)		(2,324	)		(4,841	)
	Financing Activities		(1,758	)		(1,116	)		(3,701	)		—			(3,701	)		(305	)		(15,934	)
	Other		—			—			—			—			—			3			23

Net Increase (Decrease) in Cash and Cash Equivalents		$	(1,481	)	$	3,024		$	(486	)	$	2,834		$	2,348		$	68,033		$	(19,220	)

Other Financial Data:
Depreciation and Amortization		$	595		$	457		$	432		$	3,995		$	4,427		$	16,067		$	4,052
Capital Expenditures			27			135			497			115			612			1,801			4,483

(footnotes on next page)

(1): In connection with the Acquisition, the Predecessor repurchased all of its outstanding stock options for approximately $24.1 million, being an amount equal to the aggregate of the difference between the exercise price of such options and the common stock acquisition price of $106.94 per share. This payment was subsequently reimbursed by GT Solar Holdings, LLC, and was recorded as compensation expense by the Predecessor in the period from April 1, 2005 to December 31, 2005. This compensation expense was allocated to employees associated with the following expenses: Cost of Revenues—$0.4 million; Research and Development—$0.1 million; Selling and Marketing—$0.8 million; and General and Administrative—$23.0 million.
(2): The combined fiscal year ended March 31, 2006, represents the mathematical addition of our Predecessor's results of operations from April 1, 2005 to December 31, 2005, and GT Solar's results of operations from January 1, 2006 to March 31, 2006. We have included the combined financial information in order to facilitate a comparison with our other fiscal years. This presentation is not consistent with U.S. GAAP and may yield results that are not strictly comparable on a period-to-period basis primarily due to (i) the impact of required purchase accounting adjustments and (ii) the new basis of accounting established on the closing date of the Acquisition. Such results are not necessarily indicative of what the results for the respective periods would have been had the Acquisition not occurred.
(3): The application of purchase accounting in connection with the Acquisition resulted in recording approximately $30.3 million of intangible assets the amortization of which amounted to approximately $3.9 million for the period from January 1, 2006 to March 31, 2006 and approximately $15.4 million and $2.8 million for the fiscal years ended March 31, 2007 and 2008, respectively. For more information on the impact of purchase accounting adjustments, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Effects of the Acquisition by GT Solar Holdings, LLC."
(4): For the fiscal year ended March 31, 2005, loss on investment in related party includes an approximate $1.5 million write-off of our investment in SC Fluids, Inc., a company controlled by Dr. Kedar Gupta that has ceased operations.
(5): For the period from April 1, 2005 to December 31, 2005, other expense includes approximately $3.4 million in costs associated with the Acquisition. For the fiscal year ended March 31, 2007, other expense includes approximately $5.8 million of costs related to an equity offering that was abandoned in November 2006 and our initial public offering. For the fiscal year ended March 31, 2008, other expense includes approximately $1.6 million of costs related to our initial public offering.
(6): Balance sheet data as of December 31, 2005 reflects the adjustments recorded immediately after the Acquisition on January 1, 2006 as discussed further in Note 3 to the consolidated financial statements.
(7): Restricted cash includes cash held in escrow as collateral in respect of outstanding letters of credit related to customer deposits and as security for interest and other bank fees.
(8): Working capital represents current assets minus current liabilities.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the information set forth under "Selected Historical Financial Data" and our consolidated financial statements and the accompanying notes thereto included elsewhere in this prospectus. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under "Risk Factors" and "Forward-Looking Statements." Our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Company Overview

We are a leading global provider of specialized manufacturing equipment and services essential for the production of photovoltaic, or PV, wafers, cells and modules and polysilicon. Our principal products are directional solidification systems, or DSS units, and chemical vapor deposition, or CVD, reactors and related equipment. DSS units are specialized furnaces used to melt polysilicon and cast multicrystalline ingots from which solar wafers are made. CVD reactors are used to react gases at high temperatures and pressures to produce polysilicon, the key raw material used in solar cells. Our customers include several of the world's largest solar companies as well as companies in the chemical industry. The use of our products requires substantial technical know-how and most of our customers rely on us to design and optimize their production processes as well as train their employees in the use of our equipment. Demand for our products has increased significantly over the past several years as a result of the substantial investments in manufacturing capacity made by solar silicon, wafer, cell and module manufacturers to meet growing demand for their products. From fiscal 2006 to fiscal 2008 our revenues grew at a compound annual growth rate of 128%. We operate through two segments: our PV business and our polysilicon business.

Our PV business manufactures and sells DSS units, wafer cleaning and etch systems, slurry recovery systems, cell testing and sorting equipment, and tabber/stringer machines, as well as related parts and consumables. We sell our products separately and as part of "turnkey solutions", where we bundle equipment, including third party equipment, with design and integration expertise. We believe we are one of a small number of equipment manufacturers capable of providing PV turnkey solutions.

Our polysilicon business offers CVD reactors and related equipment. Polysilicon is the key raw material used to produce solar cells. Growing demand for solar cells over the past several years has resulted in a polysilicon shortage. We believe the shortage has been intensified by the reluctance of existing polysilicon producers to add additional capacity and a lack of new entrants due to the absence of commercially available polysilicon production equipment. In 2005, we made a strategic decision to develop the equipment and expertise necessary to facilitate the entry of new participants into the polysilicon industry. As of March 31, 2008, we had received nine orders for an aggregate of 176 CVD reactors from six customers. The first of these CVD reactors were delivered to the customer in August 2007, and we believe they are currently producing polysilicon, but we will not recognize any revenue related to these orders for CVD reactors until pre-established output performance criteria have been met and final acceptance by the respective customer has been confirmed.

Our business was founded in 1994. Effective January 1, 2006, our business was acquired by GT Solar Holdings, LLC, a newly formed company controlled by GFI, a private equity investment firm focused on the energy sector, in the Acquisition.

Our fiscal year begins on April 1 and ends on March 31 for each year presented.

Order Backlog

Our order backlog is comprised of signed purchase orders or other written contractual commitments. As of March 31, 2008, our order backlog was approximately $1.3 billion. Approximately one-half of our order backlog relates to orders expected to be recognized as revenue by March 31, 2009. Our order backlog at March 31, 2007 was approximately $399 million. We generally would expect to deliver the solar products included in our order backlog over a period ranging from six to twelve months and the polysilicon products included in our order backlog over a period ranging from twelve to eighteen months, although portions of the related revenue are expected to be recognized over a longer period. Order backlog as of any particular date should not be relied upon as indicative of our revenues for any future period and we have only recently begun to track our order backlog on a consistent basis as a performance measure.

The table below sets forth our backlog as of March 31, 2007 and 2008 by product category:

	As of March 31, 2007				As of March 31, 2008
Product Category	Amount		% of Backlog		Amount		% of Backlog
	(dollars in millions)
PV business	$	222	56	%	$	648	50	%
Polysilicon business		177	44			659	50

Total	$	399	100	%	$	1,307	100	%

Factors Affecting Our Results of Operations

Demand for our products and services is driven by end-user demand for solar power. Key drivers of the growing demand for solar power include increasing scarcity and rising prices of conventional energy sources, the desire for energy security/energy independence to counter perceived geopolitical supply risks surrounding fossil fuels, environmental pollution from fossil fuels and the resulting tightening of emission controls, the increasingly competitive cost of energy from renewable energy sources, government incentive programs for the development of solar energy making solar energy more cost competitive and changing consumer preferences towards renewable energy sources. See "Industry" for additional information regarding the PV industry.

In addition, our results of operations are affected by a number of external factors including the availability of polysilicon in the market, availability of raw materials, foreign exchange rates, interest rates, commodity prices (particularly steel and graphite prices) and macro economic, political, regulatory and legal conditions in the markets in which we conduct business (including China).

Our quarterly results of operations are affected by a number of factors including, among other things, the size of new contracts and when we are able to recognize the related revenue (especially with respect to our polysilicon products), delays in customer acceptances of our products and our rate of progress in the fulfillment of our obligations under our contracts. Our quarterly results have fluctuated significantly in the past and we expect that our quarterly results will continue to fluctuate significantly in the future.

Components of Revenue and Expenses

The following discussion describes certain of the line items in our statements of operations.

Revenue

We generate revenue from the sale of our products and services to solar product manufacturers. A brief description of each of our key products and services is set forth below:

PV Products. Our most significant PV product is our DSS unit, a specialized furnace used to melt polysilicon and grow multicrystalline ingots from which solar wafers are made. Other PV proprietary products include tabber/stringer machines, etch systems and solar cell testing and sorting equipment. We also sell PV equipment manufactured by third parties and offered by us, often as part of our turnkey solutions.

PV Services, Parts and Other. Services and other includes spares, technical support, consumables and consulting fees.

Polysilicon Products. Our polysilicon products include a CVD reactor and an STC converter. CVD reactors are used to produce polysilicon, the key raw material used to make solar wafers. Our STC converters recycle silicon tetrachloride gas used in the CVD process. We have not recorded revenue for any of our polysilicon products.

We outsource the manufacture of most of the components used in our products to outside vendors. Our factory focuses on assembly operations and the production of proprietary components, including control software and certain other components with high technical content.

Cost of revenue

Cost of revenue consists of cost of product revenue and cost of service revenue. Our costs of product revenue are costs that are attributable to customer contracts. These costs comprise specific costs, such as costs of materials, labor-related costs of manufacturing and installation personnel incurred with each contract; costs of third party equipment procured from other manufacturers for supply under customer contracts; and general fixed costs, such as depreciation, freight charges and employee benefits, that are not directly attributable to individual customer contracts. Our cost of product revenue varies based, among other things, on the level of product sales, as well as the mix of products sold. External factors affecting our costs of product revenue include prevailing graphite and steel prices, which affect our cost of materials.

Our costs of service revenue are costs attributable to services and functions related to consulting, repair and installation services. These costs comprise specific costs, such as labor-related costs of field service personnel incurred with each contract and general fixed costs, such as employee benefits, that are not directly attributable to particular services or functions.

Gross profit

Our gross profit varies from year to year depending on the level of product sales and the mix of our product and service revenue. Our polysilicon products and DSS unit sales generally generate a higher gross margin than sales of other GT Solar equipment, third party equipment procured from other manufacturers for sale as part of a turnkey solution and services revenue.

Operating expenses

Our operating expenses consist primarily of the following expenses:

Research and Development. Research and development includes both research in new technologies and engineering development of existing product lines. We expect to increase the level of our research and development activities in the near term.

Sales and Marketing. Sales and marketing includes all expenses associated with the sales force and marketing efforts, including sales commissions. These expenses are expected to continue to increase as our business continues to expand, primarily as we add more sales and marketing personnel.

General and Administrative. General and administrative includes executive, finance, legal and human resource expenses, as well as depreciation and amortization. We expect that our general and administrative expenses will increase as a result of the increased costs associated with operating as a public company.

Interest expense

Interest expense consists of interest on outstanding indebtedness, the interest component of our foreign exchange forward contracts, the amortization of financing costs and other financial expenses. In recent years, our interest expense has generally increased or decreased as our outstanding indebtedness and foreign exchange contracts have increased or decreased. In connection with the Acquisition, we incurred $15.0 million of aggregate indebtedness. We subsequently refinanced this indebtedness on April 1, 2006 and repaid it on April 23, 2007.

Interest income

Interest income is generated as a result of investing cash balances in short-term liquid instruments that are in excess of our working capital needs. In recent years, interest income has increased primarily as a result of increases in the balances of the funds we are able to invest.

Other, net

Other, net includes non-operating income and expenses such as loss on foreign currency exchange, gain on sale of property, loss on investment in a related party and costs related to equity offerings on behalf of our stockholders.

Income tax expense (benefit)

Income tax expense (benefit) consists of current tax expense or benefit, deferred tax expense or benefit and any other accrued tax expense. Our ability to recognize deferred tax assets is affected by, among other things, our estimates of whether we will have future taxable earnings. The amortization expense related to intangible assets recorded in conjunction with the Acquisition is not deductible for income tax purposes. Interest and penalties, if any, related to tax matters are recorded as a component of income tax expense.

Effects of the Acquisition by GT Solar Holdings, LLC

Effective January 1, 2006, we were acquired by GT Solar Holdings, LLC, a newly formed limited liability company controlled by GFI.

Purchase accounting

The Acquisition was accounted for using the purchase method of accounting. In accordance with the requirements of purchase accounting, our assets and liabilities were adjusted to their estimated fair values and the resulting goodwill was recorded as of the transaction date. The application of purchase accounting resulted in the adjustments to several accounts, including inventory, receivables, fixed assets, deferred revenues and intangible assets. Please see "—Results of Operations" for a discussion of the effect of these adjustments on our results of operations for periods after December 31, 2005. As a result of the application of purchase accounting, the audited consolidated financial statements of the Predecessor may not be comparable in all material respects to the audited consolidated financial statements of GT Solar for periods following the Acquisition.

Acquisition expenses

In connection with the Acquisition, the Predecessor repurchased all of its outstanding stock options for approximately $24.1 million, an amount equal to the aggregate of the difference between the exercise price of such options and the common stock acquisition price of $106.94 per share. This payment was subsequently reimbursed by GT Solar Holdings, LLC, and was recorded as compensation expense by the Predecessor in the period from April 1, 2005 to December 31, 2005. In addition, the Predecessor incurred acquisition-related expenses of approximately $3.4 million in connection with the Acquisition.

Critical Accounting Policies and Significant Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles as used in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. On a continual basis, we evaluate our estimates, including those related to deferred revenue, inventory, accounts receivable, intangible assets, income taxes and product warranties. We operate in a competitive industry that is influenced by a variety of diverse factors including, but not limited to, technological advances, product life cycles, long customer and supplier lead times, and geographic and macroeconomic trends. Estimating product demand beyond a relatively short forecasting horizon is difficult and prone to forecasting error due to the inherent lack of visibility in the industry. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. See "Risk Factors" and "Forward-Looking Statements."

We believe that the following are the critical accounting policies used by us in the preparation of our consolidated financial statements.

Revenue recognition

We recognize revenue in accordance with SEC Staff Accounting Bulletin No. 104, Revenue Recognition, or SAB 104. We recognize revenue when title and risk of loss have passed to the customer, evidence of an arrangement exists, fees are contractually fixed or determinable, collectibility is reasonably assured through historical collection results and regular credit evaluations, and there are no uncertainties regarding customer acceptance. Our revenue recognition policies for established products differ from our newer products. Our revenue recognition policies are described in further detail below.

For most products, a portion of the total purchase price (typically 10%) is not due until installation occurs and the customer submits a formal written acceptance of the product. For products we consider to be "established," we recognize upon delivery revenue equal to the lesser of the amount allocated to the equipment or the contractual amount due (typically 90%) with the remainder recognized as revenue upon the receipt of formal written customer acceptance. For products we consider to be "new," the entire amount is recorded as revenue upon the receipt of formal written customer acceptance or at the time the product is determined to be established.

often are tested at our manufacturing facility prior to shipment. To the extent that customers' conditions cannot be replicated in our facilities or if there is not a demonstrated history of meeting newer customer specifications, then the product is treated as "new" for revenue recognition purposes.

In determining when a "new" product is considered "established," we consider several factors, including the stability of the product's technology, the ability to test the product prior to shipment, successful installations at customers' sites and the performance results once installed. We generally believe that satisfaction of these factors, coupled with a minimum of three to five successful customer installations and acceptances, is necessary to support the conclusion that there are no uncertainties regarding customer acceptances and that the installation process can be considered perfunctory. These factors, as well as the consideration of the ease of installation in different customer environments, are all taken into consideration in determining whether a product should be classified as "established."

The majority of our contracts involve the sale of equipment and services under multiple element arrangements. As provided for in Emerging Issues Task Force, or EITF, No. 00-21, "Revenue Arrangements with Multiple Deliverables," or EITF No. 00-21, revenue under multiple element arrangements is allocated to all elements based upon their relative fair values. To be considered a separate element, the product or service in question must represent a separate unit of accounting, and fulfill the following criteria: "(a) the delivered item(s) has value to the customer on a standalone basis; (b) there is objective and reliable evidence of the fair value of the undelivered item(s); and (c) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company." Our sales arrangements do not include a general right of return.

As a part of our revenue arrangements, we often sell certain equipment for which we have not been able to obtain objective evidence of fair value pursuant to EITF No. 00-21. If objective evidence does not exist for the undelivered elements of an arrangement, all revenue is deferred until such evidence does exist, or until all elements are delivered, whichever is earlier assuming all other revenue recognition criteria are met. Once there is objective evidence of the fair value of undelivered elements, the amount allocated to equipment and parts is based on a residual method. Under this method, the total arrangement value is allocated first to undelivered elements, based on their fair values, with the remainder being allocated to equipment revenue.

We have determined that installation and training services are not integral to the stand-alone value of our established products. We typically perform training at the same time as the installation process. The value of the undelivered installation and training services is deferred at an amount that is the greater of (i) the estimated fair value of the installation or (ii) the portion of the sales price that will not be received until the installation is completed. The amount allocated to installation and training is based upon the fair value of the service performed, including labor, which is based upon the estimated time to complete the installation and training at hourly rates.

We periodically enter into turnkey contracts where we provide all of the equipment necessary for a complete production line, whether we manufacture all of the equipment or not. For turnkey contracts, revenue recognition is based upon production line acceptance, which requires an acceptance test period after all individual items are installed and accepted. Revenue is deferred until the specified output has been achieved which is determined through specific contractual testing measures and overall customer acceptance. Revenue is not recognized upon the delivery and acceptance of any individual element.

Spare parts revenue is generally recognized upon shipment, and services revenue is generally recognized as the services are provided.

Deferred Revenue and Deferred Costs

Deferred revenue includes amounts that have been billed per the contractual terms but have not been recognized as revenue. Deferred costs represent the product costs related to deferred revenues.

Inventory

We value our inventory at the lower of cost or market. The determination of the lower of cost or market requires that we make significant assumptions about future demand for products and the transition to new product offerings from legacy products. These assumptions include, but are not limited to, future manufacturing schedules, customer demand, supplier lead time and technological and market obsolescence. Estimating product demand beyond a relatively short forecasting horizon is difficult and prone to forecasting error due to the inherent lack of visibility in the industry. We also provide for losses on those open purchase order commitments in which our estimated obligation to receive inventory under the commitments exceeds expected production demand. Once our inventory is written down and a new cost basis has been established, it is not written back up if demand increases. If market conditions are less favorable than those projected by management, additional inventory write-downs may be required. If market conditions are more favorable than those projected by management, and specific inventory previously written down is subsequently sold, gross profit would improve by the amount of the specific write-down reversed in the period the inventory is sold.

Valuation allowance on deferred tax assets and income tax provision

The Financial Accounting Standards Board's Statement of Financial Accounting Standards, or SFAS, No. 109, "Accounting for Income Taxes," or SFAS No. 109, requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that a portion of the deferred tax asset will not be realized. On a quarterly basis, we evaluate both the positive and negative evidence bearing upon the realizability of our deferred tax assets. We consider future taxable income, ongoing prudent and feasible tax planning strategies, and the ability to utilize tax losses and credits in assessing the need for a valuation allowance. Should we determine that we are not able to realize all or part of our other deferred tax assets in the future, a valuation allowance would be required resulting in an expense recorded within the provision for income taxes in the statement of income in the period in which such determination was made. It is possible that the amount of the deferred tax asset considered realizable could be reduced in the near term if future taxable income is reduced. Should our future profitability provide sufficient evidence, in accordance with SFAS No. 109, to support the ultimate realization of income tax benefits attributable to deferred profits and other deductible temporary differences, a reduction in the valuation allowance may be recorded and the carrying value of deferred tax assets may be restored, resulting in a non-cash credit to earnings.

Our effective tax rate is affected by levels of taxable income in federal and state tax jurisdictions and China, U.S. tax credits generated and utilized for research and development expenditures, investment tax credits and other tax incentives specific to domestic U.S. operations and changes in valuation allowances.

Product warranties

We provide for the estimated cost of product warranties, the amount of which is based primarily upon historical information, at the time product revenue is recognized. While we engage in extensive product quality programs and processes, including actively monitoring and evaluating the quality of our component suppliers, our warranty obligation is affected by product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure and supplier warranties on parts delivered to us. Should actual product failure rates, utilization levels, material usage, service

delivery costs incurred in correcting a product failure or supplier warranties on parts differ from our estimates, revisions to the estimated warranty liability would be required.

Stock compensation

Effective April 1, 2006, we adopted the provisions of SFAS No. 123(R), "Share-Based Payment," or SFAS No. 123(R), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on the estimated fair market values of the underlying instruments. Accordingly, stock-based compensation cost is measured at the grant date, based upon the fair value of the award, and is recognized as expense on a straight line basis over the requisite employee service period.

We adopted SFAS No. 123(R) using the modified prospective transition method, which requires the application of the standard as of April 1, 2006. Accordingly, our consolidated financial statements as of and for the fiscal years ended March 31, 2007 and 2008 reflect the impact of SFAS No. 123(R). In accordance with the modified prospective transition method, our consolidated financial statements for the prior periods have not been restated.

Compensation expense in the fiscal year ended March 31, 2007 and 2008 pertains to the share-based payment awards granted subsequent to April 1, 2006, based on the grant-date fair value estimated in accordance with SFAS No. 123(R).

We have selected the Black Scholes option pricing model to value our options. The weighted average estimated fair value per share of employee stock options granted during the fiscal year ended March 31, 2007 and 2008 was determined using the Black Scholes model with the following underlying assumptions:

	Fiscal Year Ended March 31, 2007			Fiscal Year Ended March 31, 2008
Expected volatility		67.6	%		48.0	%
Weighted average risk-free interest rate		5.07	%		3.66	%
Expected dividend yield		0.0	%		0.0	%
Weighted average expected life (in years)		6.1			6.1
Estimated per share fair value of employee stock options at the time of the award	$	18.41		$	48.55

We have estimated our expected stock price volatility based on historical volatility calculations for a group of peer comparable companies. The weighted average risk free interest rate reflects the rates of U.S. government securities appropriate for the term of our stock options at the time of grant. The weighted average expected term of 6.1 years is based on the average of the vesting term and the ten year contractual lives of all options awarded after April 1, 2006.

Share based compensation expense recognized in our consolidated statement of operations is based on awards ultimately expected to vest; therefore, it has been reduced for estimated forfeitures. SFAS No. 123(R) requires forfeitures to be estimated at the time of initial grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We estimated forfeitures based on our historical activity, as we believe that these forfeiture rates are indicative of our expected forfeiture rate.

We account for equity instruments issued to non-employees in accordance with SFAS No. 123, EITF Issue No. 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services and Financial Accounting Standards Board, or FASB, Interpretation No. 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans. Accordingly, as these equity instruments vest, we will be required to remeasure

the fair value of the equity instrument at each reporting period prior to vesting and finally at the vesting date of the equity instruments.

During the fiscal year ended March 31, 2007, we granted 196,992 options with an estimated total fair value at grant date as determined under SFAS No. 123(R) of approximately $3.4 million, after estimated forfeitures. During the fiscal year ended March 31, 2008, we granted 212,331 options with an estimated total fair value at grant date of approximately $11.3 million. As of March 31, 2008, we had unrecognized stock-based compensation expense related to stock options of approximately $14.0 million after estimated forfeitures, which will be recognized over an estimated weighted-average remaining requisite service period of 3.5 years.

We made the following grants of restricted stock and options to purchase our common stock to employees from April 1, 2006 through March 31, 2008:

Grant date	Number of options	Exercise price		Fair value		Was fair value determined in a contemporaneous valuation	Intrinsic value
July 7, 2006	183,456	$	28.14	$	28.14	Yes	$	—
July 27, 2006	13,536	$	28.14	$	28.14	Yes	$	—
December 21, 2007	187,331	$	95.86	$	95.86	Yes	$	—
January 2, 2008	25,000	$	95.86	$	95.86	Yes	$	—

Grant date		Number of restricted shares		Exercise price		Fair value			Was fair value determined in a contemporaneous valuation		Intrinsic value
January 2, 2008		5,000		N/A		$	95.86		Yes		$	95.86

We performed contemporaneous valuations in connection with our restricted share and option grants. We relied on this fair value analysis in determining the fair value of our restricted stock and in setting the exercise price of each of our option grants.

The valuation performed in connection with our December 21, 2007 and January 2, 2008 option grants reviewed the traditional valuation methodologies, including market multiples, comparable transactions and discounted cash flow. The valuation relied on an averaging of the discounted cash flow method and market multiples method as the most appropriate methodology to value our common stock. This approach was selected because (i) it gives substantial effect to management's specific projections for the business, including the likelihood and degree of success of the polysilicon equipment business; (ii) reflects management's judgement that the anticipated growth implied by comparable public company multiples should be considered; and (iii) there were no observed acquisitions that were sufficiently comparable. The analysis applied a 50% probability risk factor to the valuations of our polysilicon business. We relied on this fair value analysis in setting the exercise price of $95.86 for each of these option grants.

Derivative instruments and hedging agreements

In December 2006, we began entering into forward foreign exchange contracts to offset certain operational exposures from the impact of changes in foreign currency exchange rates. Such exposures result from the portion of our operations that are denominated in currencies other than the U.S. dollar, primarily the Euro and to a lesser degree the Swiss Franc. These foreign exchange contracts are entered into to support purchases made in the normal course of business, and accordingly, are not speculative in nature. In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, or SFAS No. 133, hedges related to anticipated transactions are designated and documented at the inception of the respective hedges as cash flow hedges and are evaluated for effectiveness quarterly.

We record all derivative financial instruments in our consolidated financial statements in other current assets or accrued liabilities, depending on their net position, at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of the derivative financial instruments are either recognized periodically in earnings or in stockholders' equity as a component of accumulated other comprehensive income or loss depending on whether the derivative financial instrument qualifies for hedge accounting as defined by SFAS No. 133. Changes in fair values of derivatives not qualifying for hedge accounting are reported in earnings as they occur.

Derivative financial instruments involve, to a varying degree, elements of market and credit risk not recognized in consolidated financial statements. The market risk associated with these instruments resulting from currency exchange rate movements is expected to offset the market risk of the underlying transactions, assets and liabilities being hedged. The counterparties to the agreements relating to our foreign exchange instruments are major international financial institutions with high credit ratings. We do not believe that there is significant risk of nonperformance by the counterparties because we monitor their credit ratings. While the contract or notional amounts of derivative financial instruments provide one measure of the volume of these transactions, they do not represent the amount of our exposure to credit risk. The amounts potentially subject to credit risk (arising from the possible inability of the counterparty to meet the terms of the contracts) are generally limited to the amounts, if any, by which the counterparty's obligations under the contracts exceed our obligations to the counterparty.

As of March 31, 2008, the fair value and carrying amount of forward foreign currency exchange contracts was approximately $6.2 million.

Results of Operations

The following tables set forth the results of operations as a percentage of revenue of our Predecessor for the period from April 1, 2005 to December 31, 2005, and for us for the period January 1, 2006 to March 31, 2006, for the fiscal year ended March 31, 2006, (on a combined basis) and for the fiscal years ended March 31, 2007 and 2008. The combined fiscal year ended March 31, 2006 represents the mathematical addition of our Predecessor's results of operation from April 1, 2005 to December 31, 2005, and GT Solar's results of operations from January 1, 2006 to March 31, 2006. We have included the combined financial information in order to facilitate a comparison with our other fiscal years. This presentation is not consistent with U.S. GAAP, and may yield results that are not strictly comparable on a period-to-period basis primarily due to (i) the impact of required purchase accounting adjustments and (ii) the new basis of accounting established on the closing date of the Acquisition. Such results are not necessarily indicative of what the results for the respective periods would have been had the Acquisition not occurred. All references to the fiscal year ended March 31, 2006 in the following discussion are based on this combined information.

	Predecessor		GT Solar		Combined Predecessor/ GT Solar		GT Solar
	April 1, 2005 to December 31, 2005		January 1, 2006 to March 31, 2006		Fiscal Year Ended March 31, 2006		Fiscal Year Ended March 31, 2007		Fiscal Year Ended March 31, 2008
Statement of Operations Data:*
Revenue	100	%	100	%	100	%	100	%	100	%
Cost of revenue	58		116		61		60		62

Gross profit	42		(16	)	39		40		38
Research and development	3		31		4		6		4
Selling and marketing	9		16		9		13		4
General and administrative	55		193		61		18		9
Amortization of intangible assets	1		183		9		27		1

Income (loss) from operations	(26	)	(440	)	(44	)	(24	)	20
Interest income	—		4		—		3		3
Interest expense	(1	)	(14	)	(1	)	(4	)	(1	)
Other income (expense)	(7	)	(4	)	(7	)	(9	)	(1	)

Income (loss) before income taxes	(34	)	(454	)	(52	)	(34	)	21
Provision (benefit) for income taxes	—		(125	)	(6	)	(3	)	6

Net income (loss)	(34	)%	(329	)%	(46	)%	(31	)%	15	%

*: (Percentages subject to rounding).

Fiscal Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31, 2007

Revenue. The following table sets forth total revenue and revenue by product category for the fiscal years ended March 31, 2007 and 2008.

Product Category		Fiscal Year Ended March 31, 2007		Fiscal Year Ended March 31, 2008		Change		% Change
		(dollars in thousands)
PV equipment:
	DSS units	$	50,972	$	210,728	$	159,756	313	%
	Other GT Solar equipment		2,720		8,716		5,996	220	%
	Third party equipment		1,056		10,062		9,006	853	%
PV services, parts and other			5,371		14,546		9,175	171	%

	Total PV business revenue	$	60,119	$	244,052	$	183,933	306	%

Our revenue from sales of DSS units increased 313% from $50,972 for the fiscal year ended March 31, 2007 to $210,728 for the fiscal year ended March 31, 2008. This increase can be attributed to general growth in the solar industry as well as completed delivery of a turnkey solution and other DSS contracts. During the fiscal year ended March 31, 2008, we began to deliver and install our recently introduced DSS 450 unit. In the fourth quarter of our fiscal year ended March 31, 2008, we began to recognize revenue on these units when we were able to obtain sufficient evidence of customer acceptance in accordance with our revenue recognition policy which occurred in the fourth quarter of that year.

Sales of Other GT Solar equipment accounted for $2,720,000 of our revenue for the fiscal year ended March 31, 2007 and $8,716,000 of our revenue for the fiscal year ended March 31, 2008, representing an increase of 220%. This increase was largely the result of an increase in the sale of equipment included in our turnkey solutions. Our revenue from sales of third party equipment

increased 853% from $1,056,000 for the fiscal year ended March 31, 2007 to $10,062,000 for the fiscal year ended March 31, 2008. This increase was due to an increase in the sale of equipment included in our turnkey solutions. PV services, parts and other generated $5,371,000 of revenue in the fiscal year ended March 31, 2007, compared to $14,546,000 in the fiscal year ended March 31, 2008, representing an increase of 171%. This increase was primarily the result of increased spare part revenue. As a result of the foregoing, our total revenue increased 306% from $60,119,000 for the fiscal year ended March 31, 2007 to $244,052,000 for the fiscal year ended March 31, 2008.

Revenue from turnkey solutions accounted for none of our revenue for the fiscal year ended March 31, 2007 and 11% or $27,222,000 of our revenue for the fiscal year ended March 31, 2008. Turnkey revenue is recorded only after final production line acceptance and therefore is periodic in nature.

In both the fiscal year ended March 31, 2007 and fiscal year ended March 31, 2008, a substantial percentage of our revenue from product sales resulted from sales to a small number of customers. Three of our customers accounted for 70% of our revenue for the fiscal year ended March 31, 2007 and one customer accounted for 62% of our revenue for the fiscal year ended March 31, 2008. No other customer accounted for more than 10% of our revenue during the respective periods.

We did not recognize any revenue from our CVD reactors or converters in the fiscal year ended March 31, 2007 and 2008. The polysilicon business commenced in April 2006 and, through March 31, 2008, we had received committed orders for CVD reactors, STC converters and other related equipment from six customers. These orders have an aggregate value of approximately $659,201,000, and we have received cash deposits of approximately $173,861,000 from such customers. As of March 31, 2008 we had delivered reactors to one customer.

Cost of Revenue and Gross Profit. The following table sets forth total cost of revenue and gross profit (loss) for the fiscal years ended March 31, 2007 and 2008:

		Fiscal Year Ended March 31, 2007		Fiscal Year Ended March 31, 2008			Change			% Change
		(dollars in thousands)
Cost of revenue
	PV business	$	36,284	$	150,031		$	113,747
	Polysilicon business		—		1,678			1,678

	Total	$	36,284	$	151,709		$	115,425		318	%

Gross profit (loss)
	PV Group	$	23,835	$	94,021		$	70,186
	Polysilicon business		—		(1,678	)		(1,678	)

	Total	$	23,835	$	92,343		$	68,508		287	%

Cost of revenue increased 318% from $36,284,000 for the fiscal year ended March 31, 2007 to $151,709,000 for the fiscal year ended March 31, 2008. Gross profit increased 287% from $23,835,000 for the fiscal year ended March 31, 2007 to $92,343,000 for the fiscal year ended March 31, 2008. These increases were largely the result of increased PV Group sales in the fiscal year ended March 31, 2008 compared to the fiscal year ended March 31, 2007.

Gross profit as a percentage of revenue, or gross margin, decreased from 40% for the fiscal year ended March 31, 2007 to 38% for the fiscal year ended March 31, 2008. Gross margin decreased primarily due to (i) a $2,478,000 non-recurring increase to our cost of goods sold as we utilized inventory, the book value of which had been increased to fair value at the date of the Acquisition, (ii) a fourth quarter provision of approximately $6,745,000 relating to the enhancement of our DSS product that consists of hardware and software improvements designed to improve operating safety. We

are offering these enhancements free of charge to all customers worldwide, and (iii) lower than expected gross profit with respect to a completed turnkey contract in the fiscal year ended March 31, 2008 of approximately $4,031,000 consisting of additional costs of $2,154,000 as a result of the unsatisfactory performance of certain third party equipment and $1,466,000 of higher than expected costs associated with polysilicon required to be delivered under the contract. We do not typically provide polysilicon to customers and currently have no commitments to provide polysilicon to customers.

These decreases in gross margin were offset in part by higher gross margins on our recently introduced DSS 450 unit.

Research and Development. The following table sets forth total research and development expenses for the fiscal years ended March 31, 2007 and 2008:

		Fiscal Year Ended March 31, 2007		Fiscal Year Ended March 31, 2008		Change		% Change
		(dollars in thousands)
Research and development
	PV business	$	3,810	$	3,977	$	167
	Polysilicon business		—		6,540		6,540

	Total	$	3,810	$	10,517	$	6,707	176	%

Research and development expenses were $3,810,000 for the fiscal year ended March 31, 2007, compared to $10,517,000 for the fiscal year ended March 31, 2008, an increase of 176%. The increase was a result of increased labor and material spending associated with the development of new Polysilicon business products, particularly our CVD reactor technology, while we continued the development of our next-generation DSS product.

Sales and Marketing. The following table sets forth total selling and marketing expenses for the fiscal years ended March 31, 2007 and 2008:

		Fiscal Year Ended March 31, 2007		Fiscal Year Ended March 31, 2008		Change		% Change
		(dollars in thousands)
Selling and marketing
	PV business	$	5,649	$	6,872	$	1,223
	Polysilicon business		2,098		3,580		1,482

	Total	$	7,747	$	10,452	$	2,705	35	%

Sales and marketing expenses increased 35% from $7,747,000 for the fiscal year ended March 31, 2007 to $10,452,000 for the fiscal year ended March 31, 2008. The increase was the result of increased sales commissions payable to sales representatives as a result of the increased sales and bookings in the fiscal year ended March 31, 2008 related to both solar products and CVD reactors.

General and Administrative. General and administrative expenses increased 103% from $10,562,000 for the fiscal year ended March 31, 2007 to $21,435,000 for the fiscal year ended March 31, 2008, an increase of 103%. The increase was the result of increased staffing to provide the infrastructure necessary to support our growth and increases in the cost of variable compensation programs that partially fluctuate with our profitability.

Amortization of Intangible Assets. Amortization expense attributed to intangible assets decreased from $15,446,000 for the fiscal year ended March 31, 2007 to $3,018,000 for the fiscal year ended March 31, 2008. The decrease reflects that a significant portion of the intangible assets recorded in connection with the Acquisition was attributed to order backlog which was amortized over a period of fifteen months and which was fully amortized in the fiscal year ended March 31, 2007.

Interest Income. During the fiscal year ended March 31, 2007, we earned $1,686,000 in interest income, and during the fiscal year ended March 31, 2008, we earned $6,543,000 in interest income. We typically invest our excess cash in exchange traded money market mutual funds. Interest income increased due to higher cash and cash equivalent balances in the fiscal year ended March 31, 2008 compared to lower cash and cash equivalent balances in the fiscal year ended March 31, 2007.

Interest Expense. During the fiscal year ended March 31, 2007, we recorded interest expense of $2,460,000, and during the fiscal year ended March 31, 2008, we recorded interest expense of $1,651,000. This decrease was attributable to the repayment of the $15,000,000 notes payable in April 2007 offset in part by the interest component of foreign exchange forward contracts.

Other Expense, net. During the fiscal year ended March 31, 2007, other expense was $5,667,000, which was primarily costs associated with the abandoned admission for trading of our common stock on the AIM and costs associated with our planned initial public offering which was partially offset by royalty income under a co-marketing agreement with a crucible supplier. During the fiscal year ended March 31, 2008, we recorded other expense, net of $1,244,000, of which $1,647,000 related to costs associated with a private placement and our planned initial public offering, which was partially offset by gains on foreign exchange of $476,000.

Provision for Income Taxes. Our effective income tax rate was a benefit of 9% in the fiscal year ended March 31, 2007 and an expense of 29% in the fiscal year ended March 31, 2008. The tax benefit rate in the fiscal year ended March 31, 2007 was lower than statutory rates principally due to non-deductible offering costs and valuation allowances against federal and state deferred tax assets. The tax expense rate in the fiscal year ended March 31, 2008 was lower than the statutory rate principally due to non-taxable interest income, our ability to recognize previously reserved federal and state deferred tax assets and a federal tax deduction based on manufacturing activities undertaken in the United States. We estimate that our effective income tax rate for the fiscal year ending March 31, 2009 will be slightly lower than the statutory rate primarily due to non-taxable interest income, a federal deduction based on manufacturing activities undertaken in the United States and federal research and development tax credits.

Net Income. As a result of the foregoing factors, for the fiscal year ended March 31, 2008, we recorded net income of $36,105,000 compared to a net loss of $(18,355,000) for the fiscal year ended March 31, 2007.

Fiscal Year Ended March 31, 2007 Compared to Fiscal Year Ended March 31, 2006 (On a Combined Basis)

Revenue. The following table sets forth total revenue and revenue by product category for the fiscal years ended March 31, 2006 (on a combined basis) and March 31, 2007.

Product Category		Combined Fiscal Year Ended March 31, 2006		Fiscal Year Ended March 31, 2007		Change			% Change
		(dollars in thousands)
PV equipment:
	DSS units	$	33,843	$	50,972	$	17,129		51	%
	Other GT Solar equipment		3,600		2,720		(880	)	(24	)
	Third party equipment		5,654		1,056		(4,598	)	(81	)
PV services, parts and other			3,657		5,371		1,714		47

	Total PV business revenue	$	46,754	$	60,119	$	13,365		29	%

Our revenue from sales of DSS units increased 51% from $33,843,000 for the fiscal year ended March 31, 2006 (on a combined basis) to $50,972,000 for the fiscal year ended March 31, 2007. This increase can be attributed to general growth in the solar industry. Sales of Other GT Solar equipment accounted for $3,600,000 of our revenue for the fiscal year ended March 31, 2006 (on a combined basis) and $2,720,000 of our revenue for the fiscal year ended March 31, 2007, representing a decrease of 24%. This decrease can be attributed to a decrease in the sale of specialty equipment included in turnkey solutions. Our revenue from sales of third party equipment decreased 81% from $5,654,000 for the fiscal year ended March 31, 2006 (on a combined basis) to $1,056,000 for the fiscal year ended March 31, 2007. This decrease can be attributed to a decrease in the sale of equipment included in our turnkey solutions. Services, parts and other generated $3,657,000 of revenue for us for the fiscal year ended March 31, 2006 (on a combined basis), compared to $5,371,000 in the fiscal year ended March 31, 2007, representing an increase of 47%. This increase can be attributed to general growth in the solar industry, as more solar cell manufacturers added wafer production lines, requiring our products, spare parts, and services. As a result of the foregoing, our total revenue increased 29% from $46,754,000 for the fiscal year ended March 31, 2006 (on a combined basis) to $60,119,000 for the fiscal year ended March 31, 2007.

Revenue from sales of turnkey solutions, accounted for 28%, or $12,919,000, of our revenue for the fiscal year ended March 31, 2006 (on a combined basis). None of our revenue for the fiscal year ended March 31, 2007 was attributed to turnkey solutions. Turnkey revenue is recorded only after final production line acceptance and therefore is periodic in nature.

In both the fiscal year ended March 31, 2006 (on a combined basis) and the fiscal year ended March 31, 2007, a substantial percentage of our revenue from product sales resulted from sales to a small number of customers. Three of our customers accounted for 64% of our revenue for the fiscal year ended March 31, 2006 (on a combined basis) and 70% of our revenue for the fiscal year ended March 31, 2007. No other customer accounted for more than 10% of our revenue during the respective periods.

Cost of Revenue and Gross Profit. Cost of revenue increased 28% from $28,334,000 for the fiscal year ended March 31, 2006 (on a combined basis) to $36,284,000 for the fiscal year ended March 31, 2007. This increase was largely the result of increased sales in the fiscal year ended March 31, 2007 compared to the fiscal year ended March 31, 2006 (on a combined basis). Gross profit increased 29% from $18,420,000 for the fiscal year ended March 31, 2006 (on a combined basis) to $23,835,000 for the fiscal year ended March 31, 2007 due to increased sales.

Gross profit as a percentage of revenue was 40% for both the fiscal year ended March 31, 2006 (on a combined basis) and the fiscal year ended March 31, 2007.

Research and Development. Research and development expenses were $3,810,000 for the fiscal year ended March 31, 2007, compared to $1,816,000 for the fiscal year ended March 31, 2006 (on a combined basis), an increase of 110%. The increase was a result of increased labor and material spending associated with the development of new products. In addition to developing new products, we also invested in the development of our DSS product and tabber/stringer machines.

Selling and Marketing. Selling and marketing expenses were $7,747,000 for the fiscal year ended March 31, 2007, compared to $4,175,000 for the fiscal year ended March 31, 2006 (on a combined basis), representing an increase of 86%. The increase was due to increased sales commissions payable to sales representatives as a result of increased sales and bookings in the fiscal year ended March 31, 2007 including $2,098,000 attributable to our Polysilicon business, as well as increased marketing expenses spent on trade shows, trade publications and other industry publicity, in order to better position us in the solar industry.

General and Administrative. General and administrative expenses were $10,562,000 for the fiscal year ended March 31, 2007, compared to $28,618,000 for the fiscal year ended March 31, 2006 (on a combined basis), a decrease of 63%. The decrease was due to a decrease in stock compensation expense from the approximately $22,761,000 for the fiscal year ended March 31, 2006 (combined) as a result of the Acquisition to approximately $1,208,000 for the fiscal year ended March 31, 2007, offset by increased staffing to provide the infrastructure necessary to support our growth, and increases in the cost of variable compensation programs in the fiscal year ended March 31, 2007.

Amortization of Intangible Assets. Amortization expense attributed to intangible assets was $15,446,000 in the year ended March 31, 2007, compared to $4,426,000 in the year ended March 31, 2006 (on a combined basis). The increase was the result of increased intangible assets recorded in connection with the Acquisition.

Interest Income. During the fiscal year ended March 31, 2007, we earned $1,686,000 in interest income, compared to $227,000 for the fiscal year ended March 31, 2006 (on a combined basis). Interest income increased in the fiscal year ended March 31, 2007 due to higher cash balances and interest rates generating higher interest income.

Interest Expense. During the fiscal year ended March 31, 2007, we recorded interest expense of $2,460,000 as compared to $584,000 for the fiscal year ended March 31, 2006. This increase was attributable to the interest on the outstanding $15 million note issued subsequent to the Acquisition as well as the amortization of debt issuance costs in connection with the Company's line of credit.

Other Income (Expense), Net. During the fiscal year ended March 31, 2006 (on a combined basis), other expense consisted mainly of $3,489,000 primarily related to costs incurred by us related to the Acquisition, offset by a gain on disposals of assets. During the fiscal year ended March 31, 2007, other expense increased 62% to $5,667,000, which was primarily related to costs related to the abandoned proposed offering of our common stock on the AIM and costs associated with this offering, offset by royalty income.

Provision for Income Taxes. Our effective income tax rate was a benefit of 9% in the fiscal year ended March 31, 2007 and a benefit of 11% in the fiscal year ended March 31, 2006 (on a combined basis). The effective tax benefit rate was lower than statutory rates in the fiscal year ended March 31, 2006 (on a combined basis) principally due to non-deductible stock compensation and unbenefitted losses. The effective tax benefit rate was lower than the statutory rate in the year ended March 31, 2007 principally due to valuation allowances against deferred tax assets and non-deductible stock offering costs.

Net Income. As a result of the foregoing factors, for the fiscal year ended March 31, 2007 we recorded a net loss of $18,355,000, compared to a net loss of $21,834,000 for the fiscal year ended March 31, 2006 (on a combined basis).

Actual 2006

Results of Predecessor for the Period from April 1, 2005 to December 31, 2005

Revenue. Our revenue for the period from April 1, 2005 to December 31, 2005 was $44,648,000 and consisted of revenue from sales of DSS units of $33,071,000, revenue from Other GT Solar equipment of $3,095,000 and revenue from third party equipment of $5,631,000 and revenue from services, parts and other of $2,851,000.

Cost of Revenue and Gross Profit. Cost of revenue was $25,892,000 and gross profit was $18,756,000 for the period from April 1, 2005 to December 31, 2005. Gross margin for the period from April 1, 2005 to December 31, 2005 was 42%. Gross margin in this period was affected by a significant portion of our revenue coming from DSS units.

Research and Development. Research and development expenses were $1,157,000 for the period from April 1, 2005 to December 31, 2005.

Selling and Marketing. Selling and marketing expenses were $3,841,000 for the period from April 1, 2005 to December 31, 2005, reflecting primarily commissions payable to sales representatives on sales and bookings in the period.

General and Administrative. General and administrative expenses were $24,550,000 for the period from April 1, 2005 to December 31, 2005 and included stock compensation expense of $22,761,000 for the period from April 1, 2005 to December 31, 2005 as a result of the Acquisition. In connection with the Acquisition, all outstanding stock options for our common stock at the date of the Acquisition were repurchased. We paid to the option holders an amount representing the difference between the option exercise price and the actual share price (which was $106.94 per share at the time of the expense). This payment was subsequently reimbursed by GT Solar Holdings, LLC.

Amortization of Intangible Assets. Amortization expense attributed to intangible assets was $564,000 for the period from April 1, 2005 to December 31, 2005.

Interest Income and Interest Expense. We incurred $137,000 in net interest expense for the period from April 1, 2005 to December 31, 2005.

Other Income (Expense), Net. During the period from April 1, 2005 to December 31, 2005, we incurred other expense of $3,407,000, including $3,413,000 of expenses related to the Acquisition.

Net Income. As a result of the foregoing factors, we recorded a net loss of $14,900,000 for the period from April 1, 2005 to December 31, 2005.

Results of GT Solar for the Period from January 1, 2006 to March 31, 2006

Revenue. Our revenue for the period from January 1, 2006 to March 31, 2006 was $2,106,000 and consisted of revenue from sales of DSS units of $772,000, revenue from Other GT Solar equipment of $505,000 and revenue from third party equipment and services and other of $829,000.

Cost of Revenue and Gross Profit. Cost of revenue was $2,442,000 and gross profit was $(336,000) for the period from January 1, 2006 to March 31, 2006. Gross profit in this period was adversely impacted by the low level of sales in comparison to our fixed overhead and customer service costs.

Research and Development. Research and development expenses were $659,000 in the period from January 1, 2006 to March 31, 2006.

Selling and Marketing. Selling and marketing expenses were $334,000 in the period from January 1, 2006 to March 31, 2006.

General and Administrative. General and administrative expenses were $4,068,000 in the period from January 1, 2006 to March 31, 2006 and included $2,998,000 of compensation expense related to ownership interests in GT Solar Holdings LLC issued to key employees in connection with the Acquisition.

Amortization of Intangible Assets. Amortization expense attributed to intangible assets was $3,862,000 for the period from January 1, 2006 to March 31, 2006, which related to the amortization of certain intangible assets acquired in the Acquisition.

Interest Income and Interest Expense. We incurred $220,000 in net interest expense for the period from January 1, 2006 to March 31, 2006, which includes $299,000 of interest expense for debt issued in connection with the Acquisition offset by $79,000 of interest income.

Other Income (Expense), Net. During the period from January 1, 2006 to March 31, 2006, we incurred other expense of $82,000.

Provision for Income Taxes. Our effective income tax rate was a benefit of 27.5% for the period from January 1, 2006 to March 31, 2006. This rate reflects net operating losses carried forward from the fiscal year ended March 31, 2005 and the valuation allowance applied in the fiscal year ended March 31, 2005 against net deferred tax assets generated.

Net Income. As a result of the foregoing factors, we recorded a net loss of $6,934,000 for the period from January 1, 2006 to March 31, 2006.

Liquidity and Capital Resources

Liquidity

Our positive net cash provided by operating activities in each of the fiscal years ended March 31, 2008, March 31, 2007 and March 31, 2006 (combined basis) has funded working capital requirements without significant net borrowings. We manage our cash inflows through the use of customer deposits and milestone billings that allow us in turn to meet our cash outflow requirements, which primarily consist of vendors payments and prepayments for contract related costs (raw material and components costs) and payroll and overhead costs as we perform on our customer contracts. Our net cash provided by operating activities in the fiscal year ended March 31, 2008 was lower than the fiscal year ended March 31, 2007 primarily due to the timing of customer deposits received in the year ended March 31, 2007 for contracts where many of the related costs were subsequently incurred in the fiscal year ended March 31, 2008. We believe we may need to obtain a new credit facility or similar financing arrangement to finance standby letters of credit and/or to provide liquidity to meet our future working capital needs. A more detailed discussion of elements of our liquidity follows.

Our liquidity is affected by many factors, some based on the normal operations of the business and others related to the uncertainties of the industry and global economies. We generally collect between 20% and 40% of a contract as an upfront deposit when a customer places an order. Of the total of $218,867,000 in cash held by us at March 31, 2008, $164,028,000 was classified as current but was held on account and/or was restricted and therefore was not able to be freely used and/or transferred by us. As of March 31, 2008, we had $166,877,000 of standby letters of credit outstanding secured by restricted cash. Generally, a letter of credit expires upon shipment to the customer which in turn reduces the restricted cash by a similar amount. We generally make advances to suppliers after the corresponding deposit is received from our customers.

We often are required to post letters of credit in order to secure our performance on a contract where we have received a customer deposit. During the period from April 2006 to September 2007 we used a senior secured revolving credit facility that provided for up to $70,000,000 in borrowings and standby letters of credit. Although we had not borrowed any amounts under the senior credit facility, we used the senior credit facility to issue standby letters of credit against customer deposits. On September 24, 2007, we elected to terminate this credit facility. Since September 24, 2007 we have been issuing standby letters of credit on a cash collateralized basis. This practice has had a negative impact on the working capital available to us. Since terminating the senior credit facility, we have been able to meet our working capital requirements through our cash flow from operations.

Our principal uses of cash are for raw materials and components, wages, salaries and investment activities, such as the purchase of property, plant and equipment, as well as intangible assets, such as our CVD reactor technology. We outsource a significant portion of our manufacturing and therefore we require minimal capital expenditures to meet our production demands. Capital expenditures have represented 1.3%, 3.0% and 0.2% of revenue in the fiscal years ended March 31, 2006 (on a combined basis) 2007 and 2008, respectively. Our capital expenditures for our fiscal year ended March 31, 2007 and 2008, were approximately $1,800,000 and $4,483,000, respectively, which were used primarily for improving our business systems and improving our principal facility. Our total capital expenditures in our fiscal year ending March 31, 2009 will be approximately $16,800,000, consisting primarily of

improvements to our business information systems and expansion of our facilities both in New Hampshire and Montana.

In early 2008, we began discussions with certain banks (including affiliates of certain of the underwriters in this offering) regarding the possibility of a new credit facility. The primary purpose of the new credit facility would be to issue standby letters of credit against customer deposits rather than collateralizing customer deposits with restricted cash. As a result, this new credit facility would enable us to reduce or eliminate the restrictions on our cash balances, which would then be available, among other things, to pay the anticipated dividend to our existing stockholders, including GT Solar Holdings, LLC, prior to the completion of this offering. The terms and conditions of any new credit facility have not been finalized at this time.

We believe that cash generated from operations together with our existing cash and customer deposits will be sufficient to satisfy working capital requirements, commitments for capital expenditures, and other cash requirements for the foreseeable future, including at least the next twelve months.

Cash Flows

The following table summarizes our primary sources of cash in the periods presented:

		Fiscal Years Ended March 31,
		2006 Combined			2007			2008
		(dollars in thousands)
Cash provided by (used in):
	Operating activities	$	6,816		$	70,659		$	1,532
	Investing activities		(767	)		(2,324	)		(4,841	)
	Financing activities		(3,701	)		(305	)		(15,934	)
	Other		—			3			23

Net increase in cash and cash equivalents		$	2,348		$	68,033		$	(19,220	)

Operating Activities. We generated $1,532,000 of cash from operations during the year ended March 31, 2008. The primary sources of operating cash in fiscal year 2008 included net income of $36,105,000, increases in customer deposits of $171,629,000 and deferred revenue of $99,523,000. The primary uses of operating cash included an increase in accounts receivable of $46,930,000, increases in restricted cash of $154,706,000, deferred costs of $63,910,000 and advances on inventory purchases of $58,394,000.

The increase in customer deposits corresponds with the overall increase in our order backlog, as we require deposits under our contractual arrangements with our customers. The positive cash flow from our customer deposits is offset by an increase in restricted cash, as we were often required to issue cash collateralized standby letters of credit as performance guarantees related to customer deposits. The increases in deferred costs correspond to the increase in deferred revenue. We generally collect customer advance payments for a significant percentage of the value of the order received. The cash payments are initially classified as customer deposits, and then reclassified to deferred revenue when equipment has been shipped or services have been provided, but revenue is unable to be recognized. In connection with the advance payments, customers typically require us to provide a letter of credit, or LOC, as security for their deposit. Since September 2007, the banks who issue the LOC's on our behalf have typically required that we set aside cash to collateralize the LOC. This cash is classified as restricted cash in the consolidated balance sheets. Prior to September 2007, we issued our LOCs under a credit facility, which did not require restricted cash as collateral.

In fiscal year 2007 we generated $70,659,000 of cash from operations. The primary sources of operating cash in fiscal year 2007 included increases in customer deposits of $88,580,000 and deferred revenue of $40,591,000. The primary uses of operating cash included a net loss of $18,355,000, increases in restricted cash of $8,755,000, deferred costs of $25,793,000 and advances on inventory purchases of $16,754,000.

We generated $6,816,000 of cash from operations during the fiscal year ended March 31, 2006 (on a combined basis). Cash provided by operations in the fiscal year ended March 31, 2006 (on a combined basis) was impacted by non-cash charges for depreciation and amortization of $4,520,000 and stock option compensation of $26,762,000. Cash flows from operations were also reduced due to an increase in deferred revenue of $18,861,000. These effects of non-cash items and the changes in deferred revenue were partially offset by the net loss of $21,834,000, deferred tax benefit of $2,627,000 and increases in inventory of $4,797,000 and advances on inventory purchases of $2,043,000 and decreased customer deposits of $4,464,000. Increases in inventory and advances on inventory purchases were due to increased production in the fiscal year ended March 31, 2006 (on a combined basis) primarily for new customers.

Investing Activities. During the fiscal year ended March 31, 2008, we used $4,841,000 for investing activities that included capital expenditures of $4,483,000 for equipment and plant improvements as well as intangible assets of $525,000 related to our CVD reactor technology.

During the fiscal year ended March 31, 2007, we used $2,324,000 for investing activities that included the purchase of property, plant and equipment, as well as intangible assets related to our CVD reactor technology.

During the fiscal year ended March 31, 2006 (on a combined basis), we used $767,000 for investing activities that included the purchase of property, plant and equipment and intangible assets.

Financing Activities. During the fiscal year ended March 31, 2008, we used $15,934,000 of cash for financing activities to repay our $15,000,000 senior secured exchangeable promissory note.

During the fiscal year ended March 31, 2007, we used $305,000 for financing activities, as we refinanced our $15,000,000 senior secured promissory note with a $15,000,000 senior secured exchangeable promissory note and incurred debt issuance costs related to our credit facility.

During the fiscal year ended March 31, 2006 (on a combined basis), we used $3,701,000 of cash for financing activities, primarily to repay a note payable used to finance the purchase of intangible assets and to repay other long-term debt.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

At March 31, 2008, we had approximately $166.9 million of standby letters of credit outstanding representing primarily performance guarantees issued against customer deposits. These letters of credit as of March 31, 2008 have not been included in the consolidated financial statements included herein and are secured by restricted cash.

Contractual Obligations and Commercial Commitments

Under generally accepted accounting principles as used in the United States, some obligations and commitments are not required to be included in the consolidated balance sheets and statements of

income. These obligations and commitments, while entered into in the normal course of business, may have a material impact on liquidity.

The following table reflects our contractual obligations and commercial commitments as of March 31, 2008:

	Payments due by period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(dollars in thousands)
Lease obligations(a)	$	769	$	314	$	361	$	93	—

(a): These amounts represent our minimum operating lease payments due under noncancelable operating leases with initial or remaining lease terms in excess of one year as of March 31, 2008. For additional information about our operating leases, refer to Note 11 of the Notes to Consolidated Financial Statements.

Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Risk

Although our reporting currency is the U.S. dollar and almost all of our contracts are currently denominated in U.S. dollars, we may incur costs in the local currency of one or more of the countries in which we operate. In addition, we maintain our cash balances primarily in the U.S. dollar. However, from time to time, we will maintain cash balances in currencies other than the U.S. dollar. As a result, we may be subject to currency translation risk. Exchange rates between a number of currencies and U.S. dollars have fluctuated significantly over the last few years and future exchange rate fluctuations may occur.

In December 2006, we began entering into forward foreign exchange contracts that qualify as cash flow hedges under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," to hedge portions of our anticipated foreign currency denominated inventory purchases. These contracts typically expire within 12 months. Consistent with the nature of the economic hedges provided by these foreign exchange contracts, increases or decreases in their fair values would be effectively offset by corresponding decreases or increases in the U.S. dollar value of our future foreign currency denominated inventory purchases (i.e., "hedged items"). The information provided below relates only to the hedging instruments and does not represent the corresponding changes in the underlying hedged items.

Currently, our largest foreign currency exposure is the Euro and to a lesser degree the Swiss Franc, primarily from foreign currency denominated purchases of third party equipment from vendors and CVD reactors from subcontractors located in Europe. Relative to our foreign currency exposures existing at March 31, 2008, a 10% appreciation of the Euro against the U.S. dollar would result in an increase in the fair value of these derivative financial instruments of approximately $13.9 million. Conversely, a 10% appreciation of the U.S. dollar against the Euro would result in a decrease in the fair value of these instruments of approximately $13.9 million.

Recent Accounting Pronouncements

In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109," or FIN 48. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with SFAS 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position

taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for our fiscal year beginning April 1, 2007. The adoption of FIN 48 did not have a material impact on our financial condition, results of operations or liquidity.

In September 2006, the FASB issued Statement No. 157, Fair Value Measurements ("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We are currently evaluating the impact that SFAS No. 157 will have on our financial position and results of operations.

In February 2007, the FASB released SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liability ("SFAS No. 159"). SFAS No. 159 allows entities to measure many financial instruments and certain other items at their fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. We will adopt SFAS No. 159 in our fiscal year beginning on April 1, 2008. We are currently evaluating the requirements of SFAS No. 159 and have not yet determined the impact that it might have on our financial position and results of operations.

In June 2007, the EITF issued EITF Issue No. 07-03, Accounting for Advance Payments for Goods or Services to Be Used in Future Research and Development Activities ("EITF Issue No. 07-03"). EITF Issue No. 07-03 addresses the diversity which exists with respect to the accounting for the nonrefundable portion of a payment made by a research and development entity for future research and development activities. Under EITF Issue No. 07-03 an entity would defer and capitalize nonrefundable advance payments made for research and development activities until the related goods are delivered or the related services are performed. EITF Issue No. 07-03 is effective for fiscal years beginning after December 15, 2007 and interim periods within those years. We do not expect the adoption of EITF Issue No. 07-03 to have a material impact on our financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141R, "Business Combinations," or SFAS No. 141R. This pronouncement establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired in the business combination or a gain from a bargain purchase, and also establishes disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141R becomes effective for business combinations entered into during fiscal years beginning on or after December 31, 2008 and thereafter and does not have any impact on business combinations prior to such date.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an Amendment of APB No. 51," or SFAS No. 160. This pronouncement requires noncontrolling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with noncontrolling interest holders. SFAS No. 160 becomes effective for fiscal years beginning on or after December 31, 2008 and interim periods therein. We have not yet completed our evaluation of the impact of SFAS No. 160.

In March 2008, the FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008. Since SFAS No. 161 only addresses disclosure requirements, the adoption of SFAS No. 161 will have no impact on our consolidated results of operation or consolidated financial position.

BUSINESS

Our Company

We are a leading global provider of specialized manufacturing equipment and services essential for the production of photovoltaic, or PV, wafers, cells and modules and polysilicon. Our principal products are directional solidification systems, or DSS units, and chemical vapor deposition, or CVD, reactors and related equipment. DSS units are specialized furnaces used to melt polysilicon and cast multicrystalline ingots from which solar wafers are made. CVD reactors are used to react gases at high temperatures and pressures to produce polysilicon, the key raw material used in solar cells. Our customers include several of the world's largest solar companies as well as companies in the chemical industry. The use of our products requires substantial technical know-how and most of our customers rely on us to design and optimize their production processes as well as train their employees in the use of our equipment. Demand for our products has increased significantly over the past several years as a result of the substantial investments in manufacturing capacity made by solar silicon, wafer, cell and module manufacturers to meet growing demand for their products. From fiscal 2005 to fiscal 2007 our revenues grew at a compound annual growth rate of 148% and as of December 31, 2007, we had an order backlog of approximately $1.1 billion. We operate through two segments: our PV business and our polysilicon business.

Our PV Business

Our PV business manufactures and sells DSS units, wafer cleaning and etch systems, slurry recovery systems, cell testing and sorting equipment, and tabber/stringer machines, as well as related parts and consumables. We have established a leading position in the market for specialized furnaces essential to the production of multicrystalline wafers. We believe our DSS units accounted for over half of the equipment purchased from third parties and brought online for this application in 2007. We sell our products separately and as part of "turnkey solutions", where we bundle equipment, including third party equipment, and provide design and integration expertise. We believe we are one of a small number of equipment manufacturers capable of providing PV turnkey solutions.

Our Polysilicon Business

In 2005, we made a strategic decision to develop the equipment and expertise necessary to facilitate the entry of new participants into the polysilicon industry. Our polysilicon business began offering CVD reactors and related equipment in early 2006 and in July 2006, we received an $89.3 million order for CVD reactors from DC Chemical Co., Ltd., a leading Korean chemical company. We began delivering the CVD reactors to DC Chemical in August 2007. In December 2007, DC Chemical announced the completion of its 5,000 MT polysilicon plant in Gunsan, South Korea, which we have been informed is expected to commence full-scale commercial production in the second quarter of 2008. DC Chemical has announced polysilicon supply agreements with Sunpower Corporation, Suntech Power Co., Ltd. and Evergreen Solar, Inc., in addition to agreements with several other German, Chinese, Taiwanese and Korean manufacturers. In light of its success using our reactors, DC Chemical has signed a follow-on contract with us valued at approximately $200 million for us to supply it with additional CVD reactors for the expansion of its facility in Gunsan, South Korea by a further 10,000 MT.

As of March 31, 2008, our polysilicon business had received nine orders for an aggregate of 176 CVD reactors and related equipment from six customers totaling $659 million. The first of these CVD reactors were delivered to the customer in August 2007, and we believe they are currently producing polysilicon. However, we will not recognize revenue related to these pending orders until pre-established reactor output performance criteria have been met and final acceptance by the respective customer has been confirmed.

Our Order Backlog

Our order backlog is comprised of signed purchase orders or other written contractual commitments. As of March 31, 2008 our order backlog was approximately $1.3 billion of which approximately 50% was attributable to our PV business with the balance attributable to our polysilicon business. Our backlog as of March 31, 2008, included deferred revenue of $164.0 million, representing equipment that had been shipped to customers but not yet recognized as revenue. Cash deposits related to our order backlog were $263.6 million as of March 31, 2008, and substantially all of the contracts in our order backlog require the customer to post a letter of credit in our favor prior to shipment of equipment. We expect to convert approximately one-half of our order backlog to revenue by March 31, 2009. Order backlog as of any particular date should not be relied upon as indicative of our revenues for any future period and we have only recently begun to track our order backlog on a consistent basis as a performance measure.

Our Market Opportunity

PV systems are used in industrial, commercial and residential applications to convert sunlight directly into electricity. Higher global energy prices, increased environmental awareness and the desire for energy security are accelerating the adoption of solar power. Governments around the world have also implemented various tariffs, tax credits and other incentives designed to encourage the use of solar power.

According to Solarbuzz, the global PV market, as measured by total PV installations at end-customers in that year, grew to an estimated 2,826 MW in 2007, representing a compounded annual growth rate of over 47% since 2003. Solarbuzz estimates that PV industry revenues were approximately $17 billion in 2007. Solarbuzz projects that the global PV market and PV industry revenues will reach 9,917 MW and $39 billion, respectively, in 2012 in its "Green World" scenario.

The anticipated continued growth of the PV industry is expected to result in increased investment in manufacturing capacity by polysilicon producers and solar companies. Total capital expenditures associated with new manufacturing capacity for the production of crystalline silicon PV products in 2007 were approximately $5 billion, according to Solarbuzz. Approximately $2 billion of 2007 total capital expenditures were spent on new polysilicon production capacity. In its "Green World" scenario, Solarbuzz estimates that, at the low end of its forecasts, 193,000 MT of polysilicon production capacity will be added from 2007 to 2012.

Our Competitive Strengths

We believe that our competitive strengths include our:

Leading market position in specialized furnaces essential for the production of multicrystalline solar wafers. We believe our DSS units are the most widely used furnace for casting multicrystalline ingots in the solar industry. From October 2006 through September 2007, we delivered 228 DSS units with aggregate annual production capacity of 706 MW, which we believe represents over half of the total estimated multicrystalline wafer manufacturing capacity installed during 2007. Solar cells made using multicrystalline wafers represented approximately 49% of all solar cells produced in 2007 according to Solarbuzz.

Recognized enabler of new entrants to the polysilicon industry. In its "Green World" scenario, Solarbuzz estimates that from 2007 to 2012, at the low end of its forecasts, 193,000 MT of polysilicon production capacity will be added by existing producers and new entrants. We believe that new entrants to the polysilicon industry will be responsible for a significant portion of the new capacity forecasted by Solarbuzz to be added and that they will include both chemical and solar companies. As one of a small number of companies providing CVD reactors commercially, we believe we are well positioned to supply a substantial portion of equipment that we expect to be ordered by new entrants.

Large installed base of PV equipment. Since 2004 we have delivered over 620 DSS units. We believe our installed base of DSS units and other PV equipment promotes recurring sales of additional equipment because of the high switching costs associated with changing equipment suppliers. In addition, we believe our large installed base will support higher sales of parts and service in the future as our customers' machines age.

Established relationships with many of the world's leading solar companies. We have been providing manufacturing equipment to the solar industry for over 14 years and have established relationships with many of the world's leading solar wafer, cell and module manufacturers, including SunTech Power Co., Ltd., Baoding Tianwci Yingli New Energy Resources Co., Ltd. (Yingli), BP Solar International, Inc., Changzhou Trina Solar Energy Co., Ltd. (Trina), Schott Solar AG, SolarWorld AG and Glory Silicon Energy Co. (Zhen Jiang), Ltd. We believe that we have developed a reputation for providing value-added process design expertise and high quality equipment. We believe our relationships and reputation in the marketplace will support continued growth in our business.

Turnkey solutions capability. We believe we are one of a small number of equipment providers that offer turnkey solutions for every process involved in manufacturing PV wafers, cells and modules. In providing turnkey solutions, we bundle equipment, including third-party equipment, with design and integration expertise. We believe certain customers prefer equipment providers that offer turnkey solutions because they benefit from proven process design, expertise integrating various types of equipment, the convenience of a single source relationship and the opportunity to leverage experience gained from a large number of projects. In addition, we believe turnkey solutions customers are more likely to purchase additional equipment from the incumbent provider because of the close relationship that is established during the installation process as well as the process changes and retraining that would be required to utilize a competitor's equipment.

Established presence in China, a major growth market for solar manufacturing. We have been doing business in China since 2002 and have designed the manufacturing process and supplied the equipment used by some of China's largest solar wafer and cell producers, including Yingli, Glory Silicon and LDK. Today, many of the world's leading solar companies are based in China, including 3 of the top 10 largest manufacturers of solar cells. According to Solarbuzz, companies based in China accounted for approximately 35% of the world's solar cell production in 2007, and we expect such percentage will increase for the foreseeable future. We believe that our established position with leading Chinese solar companies and our existing infrastructure in China will provide us with an advantage in winning future equipment orders in China.

Outsourced manufacturing model. Our manufacturing model is different from many equipment manufacturers. We outsource most of the components used in our PV equipment and our factory focuses on assembly operations and the production of proprietary components. All of the components of our polysilicon products are shipped directly from our vendors to the installation site. Our model results in a highly variable cost structure, modest working capital requirements and a relatively small number of manufacturing employees. In addition, we believe our model allows us to respond more quickly to increases in demand than many of our competitors because we do not need to add significant new facilities, equipment or personnel to increase our production. Our low fixed overhead also allows us to mitigate significant reductions in profit margins during periods of reduced demand.

Experienced management team. Many of our senior managers come from some of the world's largest solar equipment manufacturers and polysilicon producers, including BP Solar, Renewable Energy Corporation, MEMC Electronic Materials, Inc. and Schott Solar AG. Our management team has a broad range of experience, including research and development, manufacturing, engineering, operations, finance and sales in both private and public companies.

Our Growth Strategy

To enable the solar industry to achieve production cost parity with conventional power sources. The total cost of generating electricity from PV modules remains higher than the total cost of generating electricity from conventional power sources in most markets. The higher cost of electricity from PV modules is a result of the high materials and manufacturing costs involved in producing PV wafers, cells and modules. We believe that advancement in PV manufacturing processes and equipment can play a significant role in reducing the cost of electricity generated by PV modules. Our strategy is to develop PV and polysilicon equipment that improves yields while using less energy in order to lower the cost of producing PV wafers, cells and modules. We believe our customers will pay a premium for equipment that lowers their costs and brings their products closer to production cost parity with conventional power sources.

Continue to introduce new products. We have a history of product innovation, including the development of our DSS unit, CVD reactor, STC converter, tabber/stringer machine, cell tester and slurry recovery system. Our strategy is to improve existing products in order to drive accelerated replacement of existing products, introduce new products that exceed the performance of competitors' products and develop new products that address the solar industry's changing needs. For example, we recently began offering a next-generation DSS unit capable of producing larger ingots, a new system to enhance deposition in our CVD reactor and an advanced 48 rod CVD reactor.

Maintain focus on customer satisfaction. We believe we have cultivated an organizational focus on customer satisfaction. We believe this focus has resulted in strong customer relationships and a high level of customer retention. Our strategy is to maintain our focus on customer satisfaction by providing high quality products and services, delivering differentiated services and demonstrating strong sales and service capabilities.

Expand global sales and service presence. Our strategy is to expand our global sales presence by hiring additional sales and service personnel and by entering into agreements with local sales and service representatives in key markets. We believe that increasing our global sales presence will allow us to develop new customer relationships and generate incremental revenue. For example, we recently added new customers in Taiwan, China, Korea, Russia, Greece and Spain that we believe were a result of our adding additional sales representatives in those countries. We are currently further expanding our sales and service presence in China and intend to increase our sales and service presence in Europe.

Leverage our installed base to increase our sales of parts, upgrades, services and consumables. As our installed base of PV equipment ages, we will have opportunities to increase our sales of parts and services. Our strategy is to develop products and services that enhance the throughput, capacity, reliability and efficiency of the installed base of equipment and to develop local service networks to provide maintenance and parts for our equipment. We are also evaluating selling various consumable products that we could provide for our equipment that our customers currently purchase from third party suppliers.

Continue operational improvement. Our strategy is to continually improve the efficiency and profitability of our operations. We employ lean manufacturing principles and are focused on supply chain management. We forecast demand for critical raw materials and enter into long-term contracts to secure these materials. We also source components from multiple suppliers to control our costs and ensure adequate supply. We are also seeking low cost suppliers in Asia for certain non-critical components to further reduce the manufacturing cost of our products.

Acquire complementary technologies or businesses. The PV manufacturing equipment industry is fragmented and we believe there are opportunities for consolidation. We will seek to make selective acquisitions where we believe there are technological, cost or customer synergies. We have a history of successfully acquiring and commercializing technologies for the solar industry that were originally developed by third parties, including the precursor product to our DSS unit and the initial version of our CVD reactor.

Products and Services

Overview

We offer PV and polysilicon manufacturing equipment as well as related parts, services and consumables. We sell CVD reactors and STC converters used to produce polysilicon and DSS units and other PV manufacturing equipment, including wire saws, wafer cleaning and etch systems, slurry recovery systems, cell testing and sorting equipment and tabber/stringer machines. We began offering CVD reactors and STC converters in April 2006. All of our revenue for the fiscal year ended March 31, 2008, as well as for each of our prior fiscal years, was generated from sales of DSS units and other PV manufacturing equipment.

PV Equipment

DSS Units. Our DSS unit is a specialized furnace used to melt polysilicon and cast multicrystalline ingots. Multicrystalline ingots are used to produce solar wafers and, ultimately, solar cells. Solar cells made using multicrystalline wafers represented approximately 49% of all solar cells produced in 2007 according to Solarbuzz. The ingot growth stage of the PV manufacturing process is critical as it determines how efficient solar cells produced from the ingot will be at converting sunlight into electricity. Our DSS units are capable of applying incremental temperature changes on a uniform basis, which is critical to forming the large, uniform crystals required for high efficiency solar cells. We have developed proprietary systems to automate furnace controls during all stages of the crystal growth process. Our DSS units benefit from a large installed base, a proven design and process technology and high efficiency yield.

From October 2006 through September 2007, we delivered 228 DSS units with aggregate annual production capacity of 706 MW, which we believe represents over half of the total estimated multicrystalline wafer manufacturing capacity installed during 2007. We believe our DSS unit is the most widely used furnace for casting multicrystalline ingots in the solar industry.

Revenue from the sale of DSS units accounted for 72% of our total PV revenue for the fiscal year ended March 31, 2006 (on a combined basis), and 85% of our total PV revenue for the fiscal year ended March 31, 2007 and 86% of our total PV revenue for the fiscal year ended March 31, 2008.

Other PV Equipment. Solar cells are made from polysilicon wafers and multiple solar cells are strung together, laminated for weatherproofing, and framed between a glass front panel and a polymer back sheet to create a solar module. We provide a portfolio of products that are used in the cell and module manufacturing process. These products include:

•: Tabber/stringer machines. Tabber/stringer machines are used to inter-connect solar cells into strings that are used in solar modules. This process involves physical handling and we believe as much as 2% of the solar cells can be lost due to breakage using conventional equipment. Losses due to breakage have become a bigger issue for solar module manufacturers as the industry has moved towards thinner wafers that are more fragile. We have a patent pending for a tabber/stringer machine capable of processing very thin wafers while achieving favorable yields.

•: Slurry recovery systems. Slurry recovery systems are used to recycle the abrasive solution used in the ingot sectioning and wafer sawing process. Slurry recovery systems reduce manufacturing costs by reducing the amount of abrasive solution that needs to be purchased.
•: Diagnostic, cell testing and sorting equipment. Diagnostic, cell testing and sorting equipment is used to classify solar cells by efficiency and power output. Packaging cells with similar efficiencies and power ratings together is important to achieve the best operating performance for the solar module.

Other PV equipment accounted for 8% of our total PV revenue for the fiscal year ended March 31, 2006 (on a combined basis), 5% of our total PV revenue for the fiscal year ended March 31, 2007 and 4% of our total PV revenue for the fiscal year ended March 31, 2008.

Third Party Equipment. We provide certain types of equipment manufactured by third parties in connection with our sales of turnkey production lines. Third party equipment includes wafer saws, wafer cleaning and inspection systems, PECVD equipment, screen printing equipment and diffusion furnaces. Third party equipment accounted for 12% of our total PV revenue for the fiscal year ended March 31, 2006 (on a combined basis), 2% of our total PV revenue for the fiscal year ended March 31, 2007 and 4% of our total PV revenue for the fiscal year ended March 31, 2008.

Turnkey Solutions. We offer our PV equipment separately and as part of premium "turnkey solutions," where we bundle equipment, including third party equipment, with design and integration expertise. Turnkey solutions are complete production lines designed to produce a specified level of output and are typically sold to new market entrants in connection with the construction of new facilities. We currently offer three turnkey solutions: a wafer fabrication line, a cell fabrication line and a module fabrication line. Most of our turnkey revenues have historically been from sales of wafer production lines, which include DSS units.

PV Parts, Services and Other

We sell replacement parts and consumables used in our DSS units and other PV equipment.

We offer a range of services in connection with the sale of equipment, including facility design, equipment installation and integration, technical training and manufacturing process optimization. We typically charge for these services separately from the price of our equipment.

As our installed base ages, we believe our sales of parts, service and consumables will continue to grow.

Polysilicon Equipment

Polysilicon is a highly purified form of silicon that is used to make both semiconductor wafers for microelectronics applications and solar wafers. The chemical vapor deposition process involved in the production of polysilicon takes place in a specialized CVD reactor using a variety of complex chemical processes, the most widely used being the Siemens process, which has been in existence for nearly fifty years.

We offer CVD reactors and STC converters, which recycle silicon tetrachloride gas to be reused in the CVD reactor process. We began offering these products commercially in April 2006. Our 36 rod CVD reactor has a production capacity of approximately 150 MT of polysilicon annually and our 48 rod CVD reactor has a production capacity of approximately 250 MT. In general, every two CVD reactors require one STC converter.

In July 2006, we received our first CVD reactor order for $89.3 million from DC Chemical Co., Ltd., a leading Korean chemical company. We began delivering the CVD reactors to DC Chemical in August 2007 and DC Chemical announced that it started production of polysilicon in

December 2007. DC Chemical has announced polysilicon supply agreements with Sunpower Corporation and Evergreen Solar, Inc., each a major U.S.-based solar cell manufacturer. As of March 31, 2008, our polysilicon business had orders for CVD reactors and related equipment from six customers totaling approximately $659 million. The following table sets forth certain information relating to the polysilicon equipment orders that we had received as of March 31, 2008:

Customer Name	Date of Contract	Amount (in thousands)
DC Chemical Co., Ltd. and affiliate	July 2006, November 2007, February 2008	$	89,721 3,782 202,908
INSQU Production Limited (a.k.a. Nitol Solar)	December 2006, February 2008		49,350 38,200
Jiangsu Shunda Electronic Material & Technology Co., Ltd.	March 2007		39,540
Asia Silicon (Qinghai) Company Limited	March 2007		21,500
Kunming Yeyan New Material Co., LTD (an affiliate of Yunnan Metallurgical Group)	July 2007		34,200
Jiangxi LDK PV Silicon Technology Company, LTD (a.k.a. LDK)	July 2007		180,000

		$	659,201

All of the components for our CVD reactors and STC converters are manufactured by third parties using our designs. Our personnel focus on product design, providing technical know-how and process development related to the efficient production of polysilicon.

Revenue by Product Category

The following table summarizes our revenue by product category in each of the fiscal years ended March 31, 2006 (on a combined basis), 2007 and 2008.

			Fiscal Year Ended March 31,
			2006 (Combined)				2007				2008
Product Category			Amount		% of Revenue		Amount		% of Revenue		Amount		% of Revenue
			(dollars in thousands)
PV equipment			$	43,097	92	%	$	54,748	91	%	$	229,506	94	%
PV services, parts and other				3,657	8			5,371	9			14,546	6

	Total PV business		$	46,754	100	%	$	60,119	100	%	$	244,052	100	%
Polysilicon equipment				—	—			—	—			—	—
Polysilicon services, parts and other				—	—			—	—			—	—

	Total polysilicon business			—	—			—	—			—	—

		Total	$	46,754	100	%	$	60,119	100	%	$	244,052	100	%

Backlog by Product Category

The following table summarizes our backlog by product category as of March 31, 2008. Our backlog is comprised of signed purchase orders or other written contractual commitments. We generally would expect to deliver solar products once they have been added to our backlog over a period ranging from six to twelve months and the polysilicon products included in our backlog over a period ranging

from twelve to eighteen months, although portions of the related revenue are expected to be recognized over a longer period.

	As of March 31, 2007				As of March 31, 2008
Product Category	Amount		% of Backlog		Amount		% of Backlog
	(dollars in millions)
PV business	$	222	56	%	$	648	50	%
Polysilicon business		177	44			659	50

Total	$	399	100	%	$	1,307	100	%

As of March 31, 2008, we had 31 contracts for our PV business in our order backlog, of which 19 contracts were for amounts in excess of $3 million, and 9 contracts for our Polysilicon business in our order backlog, all of which were for amounts in excess of $3 million.

Research and Development

We conduct research and development on an ongoing basis. As of March 31, 2008, we employed 36 engineering and research and development personnel at our facility in Merrimack, New Hampshire, 38 at our facility in Missoula, Montana and one at our facility in Shanghai, China. We also have cooperative research and development agreements with certain universities, customers and suppliers. Our research and development expense, net of government grants, was $1.8 million in the fiscal year ended March 31, 2006 (on a combined basis), $3.8 million in the fiscal year ended March 31, 2007 and $10.5 million in the fiscal year ended March 31, 2008. We focus our research and development efforts on providing our customers with enabling know-how through acquisition, invention, innovation, development and engineering of new products and processes.

Our research and development activities are focused on four principal areas:

Acquisition of technologies. We have a track record of successfully acquiring, commercializing and improving upon existing technologies. For example, we acquired our HEM technology and subsequently improved upon it to create our DSS product line, now a core technology of our company. We employed the same strategy with our CVD reactor and PV scan equipment. In each of these cases, we improved upon licensed or acquired technology to build our product offerings.

Internally develop new products. We continue to build on our base of internally-developed products which include: (i) the slurry recovery system, which significantly reduces the cost of wafering by capturing and recycling expensive materials used in the wafering process; (ii) the cell tester/sorter, which uses an innovative design for testing and handling cells; (iii) the tabber/stringer, which uses a proprietary method for handling, tabbing and stringing cells that is designed to decrease loss due to breakage; and (iv) the PV scan, which optimizes the characterization of base materials in cells.

Advance, develop and continuously improve existing technologies. Using feedback from our customers, we are continuously improving on our existing products. Recent examples of improvements to our existing technologies include:

•: Next generation DSS: We recently introduced a next generation DSS unit that produces larger ingots that yield more useable multicrystalline wafers thereby reducing production costs. We are currently delivering this product to our customers.
•: Advanced 48 rod CVD reactor: We have improved the original 36 rod reactor design licensed from Poly Engineering into a proprietary 48 rod reactor design. The 48 rod polysilicon CVD reactor

offers significant efficiency and yield improvements over the original 36 rod reactor. We have received several orders for this product.

•: Enhanced deposition for our CVD reactor product: We have a patent pending for a system to enhance deposition in a CVD reactor. This will result in faster cycle times and lower production costs than conventional solid seed rods and will be applicable to our own reactors as well as those developed by our competitors and internally by established polysilicon producers.

Research into disruptive, breakthrough technologies: In this area, we focus on "higher risk" and "higher return" opportunities, seeking to develop and commercialize breakthrough advancements in crystal growth, silicon deposition, cycle time reductions, production cost reductions and other similar initiatives. Research in these areas includes both internal research and cooperative research with U.S. universities.

Customers

We sell our products and services globally to polysilicon, solar wafer, cell and module manufacturers. Our customers include, or are suppliers to, some of the world's leading solar wafer and cell manufacturers.

In any one year, we typically have a small number of customers, with any one customer representing a significant percentage of our total revenue. In the fiscal year ended March 31, 2006 (on a combined basis), three customers represented 64% of our revenue, in the fiscal year ended March 31, 2007, three customers represented 70% of our revenue and in the fiscal year ended March 31, 2008, one customer represented 62% of our revenue. However, our customers and/or their contribution to our revenue typically change from year to year, as different customers replace equipment and undertake projects to add manufacturing capacity. For example, during the fiscal year ended March 31, 2006 (on a combined basis), our three largest customers by sales were: (i) Tatung Company of America, Inc.; (ii) Boading Tianwei Yingli New Energy Resources Co., Ltd., and (iii) Solar Power Industries, Inc. These three customers accounted for approximately 28%, 25% and 11%, respectively, of our revenue in the fiscal year ended March 31, 2006 (on a combined basis). During the fiscal year ended March 31, 2007, our three largest customers by sales were: (i) Tatung Company of America, Inc., (ii) Glory Silicon Energy Co., Ltd. and affiliated companies, and (iii) Sino-American Silicon Products, Inc. These three customers accounted for approximately 42%, 14% and 14% of our revenue, respectively, in the fiscal year ended March 31, 2007. During the fiscal year ended March 31, 2008, one customer, LDK Solar Co. Ltd., accounted for 62% of our revenue. No other customer accounted for more than 10% of our revenue in each of the fiscal years ended March 31, 2006, 2007 and 2008.

We believe that our sales to customers in Asia will continue to increase over the next several years as polysilicon and PV manufacturing continues to grow in that region. In addition, we expect that our customer mix will change as we continue to broaden our product offering and expand our sales organization. We expect that revenue generated from the sale of our polysilicon products, CVD reactors and STC converters will come from a new base of customers.

Set forth below is a summary of our revenue by selected geographic regions for the periods and as of the dates indicated:

Percent of Revenue by Geographic Region

		Revenues
		Fiscal Year Ended March 31,
Geographic Region		Combined 2006		2007		2008
Asia		65	%	71	%	97	%
Europe		14		19		1
Americas		21		10		2

	Total	100	%	100	%	100	%

We strive to achieve, and believe that we have been successful in achieving, a high level of customer satisfaction. Many customers, particularly turnkey customers, have placed follow-on orders (typically for stand-alone DSS units) with us after their initial purchases.

Customers for our polysilicon products include chemical companies that are entering the polysilicon market and solar wafer and cell manufacturers that are backward integrating into polysilicon production to ensure an adequate supply of polysilicon.

Sales and Marketing and Customer Service

Overview

We market our products through a direct sales force, as well as sales representatives appointed to solicit orders and identify potential sales opportunities. All sales are made directly by us to the customer and our sales representatives are not authorized to enter into sales contracts on our behalf. As of March 31, 2008, we had 9 sales professionals and 11 sales representatives covering multiple countries in Eastern and Western Europe, the Middle East and Asia. We plan to further expand our sales and marketing organization as we continue to grow. China is a key market for us and we have expanded our local sales and service capabilities there, including the opening of sales offices.

Sales terms

Though we have established standard terms and conditions of sale for our products, sales contracts and prices are generally negotiated by us on a case-by-case basis. Customers are generally required to make a cash deposit of 20% to 40% of the purchase price at or about the time the order is placed. Customers often require us to provide a standby letter of credit to secure the cash deposit. Customers are also generally required to post a letter of credit for an additional amount such that the initial deposit together with the letter of credit equals at least 90% of the value of the equipment being purchased prior to shipment. The balance, typically 10%, is paid upon customer acceptance of the products sold, which typically occurs within a two or three month period after shipping. Because of the longer production times associated with our CVD reactors, customers are also required to make a series of installment payments as production milestones are achieved in addition to the initial cash deposit.

Product warranty

Our polysilicon products are generally sold with a standard warranty typically for a period not exceeding twenty-four months from delivery. Our solar products are generally sold with a standard warranty for technical defects for a period equal to the shorter of: (i) twelve months from the date of

acceptance by the customer; or (ii) fifteen months from the date of shipment. The warranty is typically provided on a repair or replace basis and is not limited to products or parts manufactured by us. Our warranty expenses were $567,000 in the fiscal year ended March 31, 2006 (on a combined basis); $872,000 in the fiscal year ended March 31, 2007 and $1,876,000 in the fiscal year ended March 31, 2008. As of March 31, 2008, our accrued warranty reserves amounted to approximately $1,957,000.

Customer service

We have developed an organizational focus on customer satisfaction. We believe that this focus has resulted in strong customer relationships and a high level of customer retention. We have a team consisting of 15 dedicated customer service personnel. Prior to an order being placed, a customer service representative advises the customer with respect to the facilities requirements and undertakes modeling of expected operating costs. Post sale, our engineers assist with installation and integration of equipment at the customer's facility and we, directly and through our sales representatives, provide continued after sales support.

Manufacturing and Suppliers

We outsource the manufacture of many of the components used in our products to outside vendors to lower our fixed manufacturing costs, capital investment and working capital requirements. Our factory focuses on assembly operations and the production of proprietary components, including software controls and certain other components with high technical content. We manufacture DSS units, slurry recovery systems, tabber/stringer machines and certain testing and sorting equipment in our Merrimack facility and purchase for resale from third parties other equipment required for turnkey solutions. Our CVD reactors and converters are manufactured by third parties.

We have modified our manufacturing strategy, migrating away from a "build to order" model and towards one that focuses on "forecast manufacturing." We project our raw material needs sufficiently in advance of manufacturing lead times, diminishing the threat of spot price volatility and generally avoiding supply shortages and disruptions. This has resulted in reduced product delivery times, increased scalability and increased factory utilization.

We purchase a range of materials and components for use in our products from other manufacturers. We also purchase equipment from third party manufacturers for resale as part of our turnkey solutions. Many component parts purchased by us are made to our specifications. Most of our suppliers have entered into non-disclosure agreements with us. Purchased components represented approximately 81% of cost of goods sold in the fiscal year ended March 31, 2008. We attempt to secure multiple suppliers of our components to ensure adequate supply. In addition, we do not use any single supplier to produce all of the components for any single product in order to reduce the risk that a supplier could replicate our products. We believe that these materials and components are readily available from multiple sources and that we are not dependant on any single supplier or limited group of suppliers.

We have well-established relationships with several suppliers of the chambers used in our DSS units, all of which are U.S.-based companies. We also have well-established relationships with U.S.-based suppliers from which we source the power supplies used in our DSS units. In addition, we have established relationships with global suppliers of third party products used in turnkey solutions.

Since April 2006, we have established relationships with several global suppliers of CVD reactors and STC converters. We generally are required to make a series of payments to these vendors, which we fund from the deposits we receive from customers.

Intellectual Property

The majority of our intellectual property relates to process design and proprietary know-how. Our intellectual property strategy is focused on developing and protecting proprietary know-how and trade secrets, which are maintained through employee and third-party confidentiality agreements and physical security measures. We have a formalized intellectual property process which requires a quarterly review of intellectual property management from technical, marketing and legal perspectives. Our personnel, including our research and development personnel, enter into confidentiality and non-disclosure agreements and non-competition agreements with us. These agreements address intellectual property protection issues and require our employees to assign to us all of the inventions, designs and technologies they develop during the course of their employment with us. We also generally require our customers and business partners to enter into confidentiality agreements before we disclose any sensitive aspects of our technology or business plans. We rely on intellectual property developed in-house as well as acquired and licensed technology for our solar and polysilicon products. We also license some of our intellectual property to our customers to the extent necessary for those customers to operate equipment purchased from us. We do not believe that these licenses will have any impact on our competitive position because the licenses are limited to those customers' use of our equipment.

We have, on a selective basis, licensed intellectual property to third parties which are not customers where the technology licensed is either not central to the technology being used or developed by us or from which we derive revenue.

When we believe that the protection afforded justifies the required disclosure and cost, we seek patent protection in various jurisdictions. In the United States, we owned eleven issued patents in the photovoltaic and semiconductor fields and had seven patent applications pending as of March 31, 2008. We also held five patents and had five patent applications pending in other jurisdictions as of that date. However, many of these patents and patent applications are not key to the technology currently used by us.

Our key patents and key patent application are:

•: a United States patent due to expire in 2022 and a pending German patent application for a handling mechanism designed to reduce breakage and increase yields in the transportation of fragile and non-flat solar cells during the tabbing and stringing processes;
•: a United States patent and patents in France, Germany, Italy and Norway, and a pending application in Japan, acquired from Deutsche Solar AG in May 2005, for a melting pot with silicon protective layers used in multicrystalline and ingot production. These patents and patent applications are subject to non-exclusive licenses to SolarWorld AG and REC Scanwafer. The United States patent is due to expire in 2018;
•: a United States patent application for increasing polysilicon deposition in a CVD reactor; and
•: a United States patent application, a PCT application and a patent application in Taiwan for processing of fine silicon powder to produce bulk silicon.

We also have proprietary know-how and trade secrets in relation to DSS units and related products, including technology acquired from Crystal Systems, Inc. in February 2005 and used in our DSS unit. This technology comprises operating and design know-how used to monitor and adjust the production process.

In March 2006, we entered into an agreement with Poly Engineering for the grant by Poly Engineering to us of a 99 year license to manufacture and commercialize a 36 rod Siemens process reactor and STC converter. The license gives us the right to manufacture and commercialize CVD reactors and converters based on Poly Engineering's design. Poly Engineering maintains the right to license its design to four other companies with which it had pre-existing relationships. As CVD reactors

built under license are complementary to the specifications of Poly Engineering's trichlorosilane based polysilicon production facility, we expect to benefit as a natural provider to those new entrants that also engage Poly Engineering in the design of their polysilicon production facility. The agreement is subject to termination for a material breach that is not cured within thirty days or upon the other party's bankruptcy or insolvency.

From time to time, we hire personnel who may have obligations to preserve the secrecy of confidential information and/or trade secrets of their former employers. Some former employers monitor compliance with these obligations. For example, a former employer of three of our current employees, one of whom is one of our executive officers, contacted us seeking assurance that its ex-employees were honoring their confidentiality obligations to the former employer. We provided such former employer with such assurance. Except as noted above, we have not been subject to any claims for infringement, misappropriation or other violation of third party intellectual property rights, for compensation by employee inventors or disputing ownership of our proprietary technologies.

Competition

Overview. We compete on the basis of reputation, technology, delivery, service (both installation and aftermarket) and price. We compete with PV equipment manufacturers across all stages of the PV manufacturing process. However, in the market for integrated systems, a significant amount of the available PV technology that competes with our products has been developed by end-users for their own use, and is not marketed to third parties. A number of companies compete directly with us in respect of one or more product lines, but we are not aware of any competitor which offers competing products to ours across all of our product lines.

Polysilicon equipment and services. Our CVD reactor product faces both direct and indirect competition. CVD reactors have only recently become commercially available. As a result, there are limited new entrants to this market. The inclusion of technical know-how, training and support are also part of our product offering, therefore, coupled with our reputation in the solar market and experienced personnel, we believe that we have a number of advantages over our competitors that only offer CVD reactors. Our principal competitors with respect to our polysilicon products are MSA Apparatusconstruction for Chemical Equipment Ltd, Poly Plant Project, Inc. and SolMic GmbH.

Our CVD reactor product also faces indirect competition from established polysilicon producers who are increasing production capacity to meet the current polysilicon supply shortage in the solar grade market. Traditional manufacturers such as Hemlock Semiconductor Corporation, Wacker Chemie AG, Tokuyama Corporation, MEMC Electronic Materials, Inc., Mitsubishi Electric Corporation and Sumitomo Electric Industries Ltd. produce polysilicon primarily for the semiconductor industry. Recent announcements indicate that these major industry participants may be planning capacity expansions. Once the current supply shortage has eased, we anticipate that production technology, energy costs and scale will determine the competitive positions of the participants in the polysilicon industry.

PV equipment and services. We believe our DSS unit is a market leading product. Our principal competitor with respect to this product is ALD Vacuum Technologies AG as well as a number of other smaller furnace manufacturers.

Our strength in DSS units positions us favorably for sales of our turnkey wafer line. However, a number of competitors offer turnkey solutions for cell lines (including Centrotherm Elektrische Anlagen GmbH & Co. KG and Roth & Rau) and module lines. New entrants, including semiconductor equipment manufacturers, represent potential new sources of competition as these equipment makers attempt to capitalize on the strong projected industry growth. For example, Applied Materials, Inc. has entered the PV equipment industry.

Employees

As of March 31, 2008, we employed 305 full-time employee equivalents and contract personnel, consisting of 75 engineering and research and development employees, 59 customer service representatives, 16 executives, 7 sales and marketing employees, 21 finance, general and administrative employees, 122 manufacturing staff and 5 information technology employees. As of March 31, 2008, 236 employees were located at our headquarters in Merrimack, New Hampshire, 39 employees were located at our Montana facility and 30 employees were located at our China facilities. None of our employees are currently represented by labor unions or covered by a collective bargaining agreement. We believe that relations with our employees are satisfactory.

Environmental Matters

Our facility in Merrimack, New Hampshire, is subject to an industrial user discharge permit governing the discharge of wastewater to the Merrimack sewer system. There are no further environmental related permits required by us that are material to our business. We are not aware of any environmental issues that would have a material adverse effect on our operations generally.

Properties

Our headquarters and principal manufacturing facility are located in Merrimack, New Hampshire. We own the facility, which is approximately 56,000 square feet and was completed in October 2002. The facility includes an advanced manufacturing center, as well as administrative, product development, sales, marketing and customer service facilities. Our manufacturing facility is equipped with advanced CAD software, computers and plotters for mechanical and electrical designs. In addition, we have begun construction of a 50,000 square foot addition to the facility which will be used for manufacturing and other facilities. We anticipate this addition will be completed in the third quarter of fiscal 2009. We also own several additional acres of undeveloped land connected to our Merrimack facility, which could be used to accommodate future growth. In addition to increasing the size of our principal manufacturing facility, we believe we can expand our production capacity by way of additional shifts, further outsourcing agreements and the transfer of DSS and other product assembly and testing to the customer site.

In addition to our Merrimack, New Hampshire property, we conduct our operations through eight leased facilities. Certain information regarding our leased facilities is set forth below:

Location	Approximate Size	Lease Expiration Date	Principal Function
Missoula, Montana	3,868 sq. ft.	December 2008	Polysilicon operations
Missoula, Montana	6,800 sq. ft.	November 2008	Office facilities
Missoula, Montana	6,180 sq. ft.	December 2009	Warehousing
Missoula, Montana	3,090 sq. ft.	April 2010	Manufacturing
Merrimack, New Hampshire	19,500 sq. ft.	November 2011	Manufacturing, office facilities and warehousing
Shanghai, China	3,128 sq. ft.	November 2009	Office facilities
Shanghai, China	388 sq. ft.	August 2008	Office facilities
Shanghai, China	4,629 sq. ft.	July 2008	Warehousing
Beijing, China	1,740 sq. ft.	September 2008	Office facilities

Legal Proceedings

We are not subject to any pending legal proceedings. From time to time, we have been involved in various routine legal proceedings arising in the ordinary course of our business.

INDUSTRY

Solar Energy Market Overview

Solar power has emerged as one of the most rapidly growing renewable energy sources. To date, a number of different technologies have been developed to harness solar energy. The most significant technology is the use of inter-connected photovoltaic cells, or PV, to generate electricity directly from sunlight. Most PV cells are constructed using specially processed silicon, which, when exposed to sunlight, generates direct current electricity. Solar energy has many advantages over other existing renewable energy sources and traditional non-renewable energy sources relative to environmental impact, fuel price and delivery risk, distributed nature of generation and matching of peak generation with demand.

PV systems have been used to produce electricity for several decades. However, technological advances during the past decade, combined with the advantages of solar power as a renewable energy source and government subsidies and incentives for solar power, have led to solar power becoming one of the fastest growing renewable energy technologies.

According to Solarbuzz, the global solar power market, as measured by total PV installations at end-customers in that year, increased from 598 MW in 2003 to 2,826 MW in 2007, which represents a CAGR of approximately 47%. During the same period, solar power industry revenues were approximately $17 billion in 2007. Under its forecast scenarios, Solarbuzz projects that solar power industry installations and annual solar power industry revenues will reach the following levels by 2012:

Scenario	Solar Power Industry Installations	Annual Solar Power Industry Revenues
Balanced Energy	6,179 MW	$	23 billion
Green World	9,917 MW	$	39 billion
Production-Led	15,880 MW	$	50 billion

We believe the "Green World" scenario represents the most appropriate of three forecast scenarios published by Solarbuzz because it balances further growth resulting from increased development of governmental incentive programs with anticipated continued polysilicon supply constraints. Under the "Green World" scenario, annual installations are expected to grow at a CAGR of 28% from 2007 to 2012, driven largely by rising grid prices, government initiatives, lower PV system pricing and new distribution channels, according to Solarbuzz.

Key drivers of the growing demand for solar power include increasing scarcity and rising prices of conventional energy sources, the desire for energy security/energy independence to counter perceived geopolitical supply risks surrounding fossil fuels, environmental pollution from fossil fuels and the resulting tightening of emission controls, the increasingly competitive costs of energy from renewable energy sources, government incentive programs for the development of solar energy making solar energy more cost competitive and changing consumer preferences towards renewable energy sources.

Despite recent rapid growth and the favorable conditions for the adoption of solar electricity generation, solar energy continues to represent only a small fraction of the world's energy output. The availability of polysilicon as a raw material for the manufacture of solar wafers, cells and modules is expected by industry experts to be a key issue for industry growth in the short to medium term.

Photovoltaic Manufacturing Overview

In 2007, according to Solarbuzz, approximately 88% of PV modules were manufactured using crystalline silicon technologies, while thin-film technologies accounted for approximately 12%. Crystalline silicon PV systems are manufactured using either multicrystalline, monocrystalline or string ribbon technologies. Multicrystalline is currently the most widely used silicon technology.

Multicrystalline solar cells and modules are traditionally produced in four basic stages that we refer to as: (i) polysilicon production; (ii) ingot growth and wafering; (iii) cell production; and (iv) module assembly. Not all solar cell and module manufacturers participate in each stage of the production process. Some manufacturers are integrated across multiple stages whereas others specialize in one stage of the production process. Most of our existing customers participate in the ingot growth, wafering and cell production stages.

The diagram below shows the various manufacturing processes occurring at each of the four basic stages in the solar cell and module production process. Each of these stages is discussed further below.

The rapid growth of the PV industry has led to increased investment in manufacturing capacity across the PV manufacturing value chain and rapid growth in sales of manufacturing equipment used in the PV industry. Total capital expenditures associated with new manufacturing capacity for the production of crystalline silicon PV products in 2007 reached approximately $5 billion, as reported by Solarbuzz. The following diagram represents what we estimate were the approximate percentage of total capital expenditures made within each of the four basic stages of the PV manufacturing value chain in 2007.

Polysilicon production

Polysilicon is a highly purified form of silicon that is used to make both semiconductors for microelectronics applications and solar wafers. The chemical vapor deposition, or CVD, process involved in the production of polysilicon takes place in a specialized reactor using a variety of complex chemical processes. As reported by Solarbuzz, the principal polysilicon production process in operation worldwide is the Siemens process, which has been in existence for nearly fifty years. In the Siemens reactor process, either silane or trichlorosilane gas is introduced into a thermal decomposition furnace (i.e. the reactor) with high temperature polysilicon rods inside a cooled bell jar. The silicon contained in the gas deposits on the heated rods, which gradually grow until the desired diameter has been reached.

The considerable growth in the solar industry over the past several years has resulted in greater demand for polysilicon and there is currently insufficient production capacity to meet the requirements of the semiconductor and solar industries. As reported by Solarbuzz, solar industry consumption of polysilicon surpassed demand from the semiconductor industry increasing from 28% of total polysilicon consumption in 2001 to 54% of total consumption or 27,673 MT in 2007. As a result of the supply shortage, prices for polysilicon have increased from $28 per kilogram for long-term contracts at the end

of 2004 to $60 to $65 per kilogram for long-term contracts in 2007 and as much as $400 per kilogram on the spot market during 2007.

In 2007, the seven largest polysilicon producers accounted for 83% of the industry's total production capacity as reported by Solarbuzz. Despite the increase in polysilicon prices, the established producers have been relatively slow to add capacity due to a number of factors. Historically, polysilicon prices have experienced significant volatility in line with the cyclical nature of semiconductor demand, which has resulted in periods during which the production cost has been above the market price. Further, the capital requirements for increased capacity are significant and there are relatively long lead times in getting additional plants to production. For example, the construction of a polysilicon production facility with a 5,000 ton annual capacity typically takes two to three years to build. Based on this experience, existing producers typically seek to secure long-term contracts with end-users before starting construction of additional capacity.

Due to the rapid growth in demand for solar grade polysilicon coupled with recent price increases, we believe that there is a market opportunity for new entrants to fill the supply void. Some of these new entrants are likely to be chemical companies that currently produce trichlorosilane, which is a precursor gas used to produce polysilicon in a Siemens process. Although forecasts by industry consultants on the size of this opportunity for polysilicon production by new entrants vary, Solarbuzz estimates that between 2007 and 2012, at the low end of its forecasts, 193,000 MT of polysilicon production capacity will be added by existing producers and new entrants.

Ingot growth and wafering

Ingot growth begins with polysilicon being placed into crucibles, which are then placed into special crystallization furnaces in which the polysilicon is melted. Crystallization takes place through a cooling process that yields a large piece of crystallized silicon called an ingot. The ingot is next cut into bricks and the bricks are sliced into wafers using sectioning and wafering saws. These saws use wires that carry an abrasive solution over the ingot and bricks to cut them. Slurry recovery systems are used to recycle the abrasive solution that would otherwise be lost in the cutting process.

Feedstock etching equipment is also used in the ingot growth stage of the production process, to clean material that is trimmed from the ingot during the sectioning process for recycling and reuse back through the ingot process. Other equipment used in wafering includes infrared imaging systems, lifetime scanners, wafer cleaning systems and inspection equipment.

This stage of the production process is critical because the quality of the polysilicon wafer determines how efficient the solar cell and therefore, the solar module, will be at converting sunlight into electricity.

Cell production

A solar cell is a device made from a polysilicon wafer that converts sunlight into electricity through a process known as the photovoltaic effect. To create a solar cell, impurities are selectively incorporated in the wafer to create regions that are negatively or positively electrically charged. Sunlight enters the solar cell and releases electrons. The front of the solar cell attracts these electrons and funnels them to a metal grid that connects the current and transfers it to external wires. The circuit is completed by a contact on the back of the solar cell. Equipment used in cell production includes wafer cleaning and etch systems, diffusion equipment, PECVD furnaces, screen printing and cell-testing and sorting equipment.

Module assembly

In the final stage of the production process, solar cells are interconnected using a tabber/stringer machine which interconnects the cells into strings by a soldering process. Cell strings are assembled to form a solar module. Other equipment used in module assembly includes ribbon flux stations, lamination/framing machines and module testers.

Government Incentives and Regional Market Overview

The cost of solar power has declined over the past thirty years. However, in a similar way to many other renewable energy sources, solar technology generally is currently price competitive with traditional power sources only with the support of government incentive programs. An increasing number of countries have established incentive programs for the development of solar and other renewable energy sources, including:

•: net metering laws and feed-in tariffs allowing on-grid end-users to sell electricity back to the grid at retail prices;
•: direct subsidies to end-users to offset costs of solar equipment and installation charges;
•: tax incentives and low interest loans to finance solar power systems; and
•: government standards mandating minimum usage levels of renewable energy sources.

PV installations have historically been concentrated in four countries: Japan, Germany, Spain and the United States, which together accounted for approximately 86% of the world PV market at the end of 2007. Government policies in these countries, in the form of regulation, subsidies and incentives, have accelerated the adoption of solar power by businesses and consumers. Other countries have adopted or are adopting similar laws and policies (including France, Italy, China, South Korea and Taiwan) and several states in the United States, most notably California.

MANAGEMENT

Directors and Senior Management

Set forth below are the name, age, position and a description of the business experience of each of our executive officers and directors as of the completion of this offering.

Name	Age	Position
Thomas M. Zarrella	51	President and Chief Executive Officer and Director
Robert W. Woodbury, Jr.	51	Chief Financial Officer
Edwin L. Lewis	62	Vice President, General Counsel and Secretary
David W. Keck	42	Vice President, Silicon Development
Jeffrey J. Ford	52	Vice President, Asia
John (Rick) Tattersfield	45	Vice President, Operations
J. Bradford Forth	43	Chairman of the Board
Ernest L. Godshalk	63	Director
Richard K. Landers	60	Director
J. Michal Conaway	59	Director
Fusen E. Chen	48	Director

Thomas M. Zarrella—President and Chief Executive Officer and Director. Mr. Zarrella was appointed our Chief Executive Officer and a director in April 2007. Mr. Zarrella joined us as President and Chief Operating Officer in August 2004. Mr. Zarrella has over twenty five years of international operations experience spanning many facets of technology manufacturing. From September 1998 to August 2004, Mr. Zarrella headed Schott Solar AG's manufacturing operations in Billerica, Massachusetts, where he was instrumental in transforming the research and development oriented company into a leading full-scale manufacturer of photovoltaic products. Prior to his employment at Schott Solar AG, Mr. Zarrella directed North American manufacturing operations from February 1994 to September 1998 at Instron Corporation of Canton, Massachusetts, a manufacturer of material testing equipment. He has also served in corporate and operational positions at several Connecticut based companies, including Revere Corporation, Sprague Meter (a division of Textron, Inc.) and Sikorsky Aircraft (a division of United Technologies, Inc.). Mr. Zarrella holds a B.S. in Mechanical Engineering from the University of Connecticut and an MBA from the University of Bridgeport.

Robert W. Woodbury, Jr.—Chief Financial Officer. Mr. Woodbury was appointed Chief Financial Officer of GT Solar International, Inc. in January 2008. From February 2003 until December 2007, Mr. Woodbury served as executive vice president and chief financial officer of Brooks Automation, Inc., an automation technologies manufacturer supplying the semiconductor capital equipment market. From 1996 until December 2002, Mr. Woodbury served as Vice President and Corporate Controller of Acterna Corporation (formerly Dynatech Corporation), a communications equipment and network technology company. In May 2003, Acterna Corporation filed a petition seeking protection under Chapter XI of the United States Bankruptcy Code pertaining to a plan of reorganization for itself and its U.S.-based subsidiaries. Such a plan was approved in September 2003 and Acterna Corporation emerged from Chapter XI protection in October 2003. Mr. Woodbury holds a B.A. in Economics from St. Anselm College and an MBA from the University of Miami.

Edwin L. Lewis—Vice President, General Counsel and Secretary. Mr. Lewis was appointed Vice President and General Counsel of GT Solar International, Inc. in November 2007 and was appointed Secretary of GT Solar International, Inc. in February 2008. From April 2003 until November 2007, Mr. Lewis was Senior Vice President, General Counsel and Secretary of Photronics, Inc., a leading manufacturer of photomasks for the semiconductor and flat panel display industries. From March 2000 until April 2003, Mr. Lewis was Vice President and General Counsel for American Science and Engineering, Inc., an international designer and manufacturer of x-ray detection equipment for

protection of ports, borders and high security U.S. government facilities. Mr. Lewis is a member of The Legal Advisory Board of the National Federation of Independent Business Small Business Legal Center in Washington, D.C. Mr. Lewis holds a B.A. in International Affairs from Lafayette College and a JD from the Temple University School of Law.

David W. Keck—Vice President, Silicon Development. Mr. Keck joined us in April 2006 as Vice President, Silicon Development. Prior to April 2006, he operated his own consulting business relating to the silicon industry. From 1991 to 2005, Mr. Keck was Vice President of Business Development, Plant Manager and Operations Manager at Advanced Silicon Materials Incorporated (ASIMI) of Moses Lake, Washington and Butte, Montana, one of the leading manufacturers of ultra-pure silicon in the world. He focused on the manufacture of silane gas and polysilicon for wafer fabrication companies and semiconductor companies. During his tenure at ASIMI, Mr. Keck worked on two major expansions including having overall responsibility for commissioning and starting up ASIMI's green-field facility in Butte, Montana. Early in his tenure at ASIMI, he was responsible for the design and operation of equipment that produced silicon. Prior to joining ASIMI, from 1987 to 1989, he served as a thermodynamics engineer with Lockheed Missiles & Space Corporation, where he was responsible for the design and testing for heat transfer systems in spacecraft. He has a degree in chemical engineering from Montana State University and a Masters of Business Administration from the University of Washington.

Jeffrey J. Ford—Vice President, Asia. Mr. Ford joined us in June 2006 as Vice President, Asia. From November 2003 until June 2006, Mr. Ford served as General Manager of the Kayex division of SPX Corporation, or Kayex, in Rochester, New York. Mr. Ford served as Vice President Finance and then Acting President of Kayex from January 2001 until November 2003. He led a Sino-American joint venture in Hangzhou, China, where he established equipment production lines serving worldwide customers. Mr. Ford is a graduate of St. Bonaventure University and his professional background is in finance.

John (Rick) Tattersfield—Vice President, Operations. Mr. Tattersfield was appointed Vice President Operations of GT Solar in August 2007. From 1988 to August 2007, Mr. Tattersfield served in various capacities at Instron Corporation, a Division of ITW Inc. (ITW), a diversified international manufacturer. From 2001 until 2007, he served as Corporate VP of Quality and Technical Services. Prior to that Mr. Tattersfield served in various roles within Instron including Divisional Vice President—Operations, where he directed order fulfillment for two divisions, VP of Operations and Joint General Manager of Instron Schenck Testing GmbH (IST) and General Manager of Amsler Otto Wolpert Werke GmbH where he managed the integration of newly acquired companies based in Germany into the group. Mr. Tattersfield holds degrees in engineering from the University of London (UK) and the Cranfield Institute of Technology (UK) and is a Fellow in Manufacturing Management, a member of the National Society of Professional Engineers and the British Institute of Management.

J. Bradford Forth—Chairman of the Board. Mr. Forth has served as a director since March 2006 and as Chairman of the Board since January 2007. Mr. Forth has been a partner at GFI, a Los Angeles-based private equity firm, since he joined them in March 2006. From 1999 to 2005, Mr. Forth was Chief Executive Officer of Power Measurement, Inc., a global provider of enterprise energy management systems. Before becoming CEO, Mr. Forth was president of Power Measurement, Inc. from 1998 to 1999 and served in various other roles at the company, from 1988 to 1998, in research and development and as Vice President, Sales and Marketing. Mr. Forth served as Chairman of the Board of Directors of Cannon Technologies, Inc., a power industry provider, from March 2006 to August 2006, and as a director of Xantrex Technology, Inc., a power electronics supplier, from 2003 to 2006. He was Ernst & Young's "2002 Pacific Entrepreneur of the Year—Technology and Communications." Mr. Forth holds an Electrical Engineering degree from the University of Victoria, in Victoria, British Columbia.

Ernest L. Godshalk—Director. Mr. Godshalk has served as a director since July 2006. Mr. Godshalk is Managing Director of Elgin Management Group, a private investment company. He is also a director of Verigy Ltd., which provides test systems and solutions to the semiconductor industry, and Hittite Microwave Corporation, which provides integrated circuits, modules and systems for technically demanding radio frequency, microwave and millimeterwave applications. From February 2001 until he retired in December 2004, Mr. Godshalk served as President, Chief Operating Officer and a director of Varian Semiconductor Equipment Associates, Inc., a supplier of semiconductor manufacturing equipment. From April 1999 until February 2001, Mr. Godshalk served as Varian Semiconductor's Vice President and Chief Financial Officer. Mr. Godshalk is a graduate of Yale University and Harvard Business School.

Richard K. Landers—Director. Mr. Landers has served as a director since March 2006. Mr. Landers is a founding partner of GFI, a Los Angeles-based private equity firm. Prior to founding GFI, and from 1992 to 1995, Mr. Landers was a partner at Arthur Andersen. Prior to that, Mr. Landers was partner of Venture Associates LLC from 1986 to 1992. Mr. Landers also held senior planning and strategy positions in Los Angeles and Washington, D.C. with Southern California Gas Company and its holding company, Pacific Enterprises, from 1979 to 1986. Mr. Landers also served as a foreign service officer in the United States Department of State from 1972 to 1979 with special responsibilities for international energy matters. Mr. Landers holds an AB from Claremont McKenna College and an MBA from Duke University.

J. Michal Conaway—Director. Mr. Conaway has served as a director since May 2008. He is the founder and has served as the Chief Executive Officer of Peregrine Group, LLC, an executive consulting firm, since 2002, and has been providing consulting services since 2000. Prior to 2000, Mr. Conaway held various management and executive positions, including serving as Chief Financial Officer of Fluor Corporation, an engineering, procurement, construction and maintenance services provider. He serves as a director of Quanta Services, Inc. and Cherokee International Corporation, as well as a director of Elgin National Industries, Inc. and Enterra Holdings Ltd., both of which are privately held companies. Mr. Conaway holds an M.B.A. degree from Pepperdine University and is a Certified Public Accountant.

Fusen E. Chen, Ph.D.—Director. Dr. Chen has served as a director since May 2008. Dr. Chen has served as Executive Vice President, Chief Technology Officer and General Manager of the Gapfill Business Unit of Novellus Systems, Inc., a manufacturer of semiconductor production equipment since 2005, and as Senior Vice President, Asia Pacific Operations from 2004 to 2005. Prior to joining Novellus, Dr. Chen spent 10 years at Applied Materials, Inc., most recently as the Group Vice President & General Manager of the Copper Physical Vapor CPI Business Group. Dr. Chen also serves as a director of Electroglas, Inc. Dr. Chen holds a bachelor's degree in materials science and engineering from the National Tsing Hua University (Hsinchu, Taiwan) and a PhD in Materials Science & Engineering from the State University of New York at Stony Brook.

Family Relationships

There are no family relationships between any of our executive officers or directors.

Board Composition

Our certificate of incorporation will provide that our board of directors shall consist of such number of directors as determined from time to time by resolution adopted by a majority of the total number of directors then in office. Currently our board of directors consists of six members. Upon completion of this offering, our board of directors will consist of six members, five of whom will qualify as "independent" according to the rules and regulations of the Nasdaq and three of whom will qualify as "independent" according to the rules and regulations of the SEC with respect to audit committee

membership. The term of office for each director will be until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Stockholders will elect directors each year at our annual meeting.

Committees of the Board of Directors

We have established an audit committee, a compensation committee and a governance and nominating committee and will adopt written charters for each of these committees prior to the completion of this offering, which, following this offering, will be available on our website. The composition, duties and responsibilities of these committees are set forth below. In the future, our board may amend the committee charters or establish other committees, as it deems appropriate, to assist with its responsibilities. Presently, Messrs. Forth, Godshalk and Landers are the members of each of our committees.

Audit Committee

The audit committee is responsible for (1) selecting the independent auditors, (2) approving the overall scope of the audit, (3) assisting the board in monitoring the integrity of our financial statements, the independent auditors' qualifications and independence, the performance of the independent auditors and our internal audit function and our compliance with legal and regulatory requirements, (4) annually reviewing the independent auditors' report describing the auditing firms' internal quality-control procedures and any material issues raised by the most recent internal quality-control review, or peer review, of the auditing firm, (5) discussing the annual audited financial and quarterly statements with management and the independent auditor, (6) discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies from time to time, (7) discussing policies with respect to risk assessment and risk management, (8) meeting separately, periodically, with management, internal auditors and the independent auditor, (9) reviewing with the independent auditor any audit problems or difficulties and management's response, (10) setting clear hiring policies for employees or former employees of the independent auditors, (11) handling such other matters that are specifically delegated to the audit committee by the board of directors from time to time and (12) reporting regularly to the full board of directors.

Our board of directors has determined that, of the current members of the audit committee, Mr. Godshalk is an independent director according to the rules and regulations of the SEC with respect to audit committee membership and Nasdaq, and has been determined to qualify as an "audit committee financial expert" as such term is defined in Item 401(h) of Regulation S-K. We expect to add another independent director to our audit committee within 90 days of the effectiveness of the registration statement of which this prospectus is a part and a third independent director to our audit committee within one year after the effective date of the registration statement.

Compensation Committee

The compensation committee is responsible for (1) reviewing key employee compensation policies, plans and programs, (2) reviewing and approving the compensation of our executive officers, (3) reviewing and approving employment contracts and other similar arrangements between us and our executive officers, (4) reviewing and consulting with the Chief Executive Officer on the selection of officers and evaluation of executive performance and other related matters, (5) administration of stock plans and other incentive compensation plans and (6) such other matters that are specifically delegated to the compensation committee by the board of directors from time to time.

Governance and Nominating Committee

Our governance and nominating committee's purpose is to assist our board by identifying individuals qualified to become members of our board of directors consistent with criteria set by our board and to develop our corporate governance principles. This committee's responsibilities include: (1) evaluating the composition, size and governance of our board of directors and its committees and making recommendations regarding future planning and the appointment of directors to our committees, (2) establishing a policy for considering stockholder nominees for election to our board of directors, (3) evaluating and recommending candidates for election to our board of directors, (4) overseeing the performance and self-evaluation process of our board of directors and developing continuing education programs for our directors, (5) reviewing our corporate governance principles and providing recommendations to the board regarding possible changes and (6) reviewing and monitoring compliance with our code of ethics and our insider trading policy.

Code of Ethics

We plan to adopt a code of ethics that will apply to our principal executive, financial and accounting officers and all persons performing similar functions. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our code of ethics that apply to our principal executive, financial and accounting officers by posting such information on our web site.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee is an officer or employee, nor has any member been an officer or employee at any prior time. There are no interlocking relationship between any of our executive officers and our compensation committee, on the one hand, and the executive officers and compensation committee of any other companies, on the other hand.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Effective December 30, 2005, we were acquired by GT Solar Holdings, LLC. GT Solar Holdings, LLC is a holding company that is beneficially owned by investment funds managed by GFI, certain other investors and members of our management team. Our "named executive officers" for the fiscal year ended March 31, 2008, or fiscal 2008, include Mr. Zarrella, our chief executive officer, Mr. Woodbury, our chief financial officer, and Messrs. Keck, Ford and Tattersfield, the three most highly compensated officers other than Mr. Zarrella and Mr. Woodbury, who were serving as executive officers as of the end of fiscal 2008. Mr. Smith, our former chief financial officer, ceased to be employed by us on October 31, 2007, and Mr. Lyman, our former general counsel, ceased to be an executive officer on November 7, 2007 but remains an employee of GT Solar. In accordance with the SEC's executive compensation disclosure rules, Mr. Smith and Mr. Lyman are also considered our "named executive officers" for fiscal 2008.

GFI acquired a controlling interest in GT Solar Holdings, LLC in the Acquisition. In connection with the Acquisition, affiliates of GFI negotiated compensation arrangements with our former chief executive officer, current chief executive officer, former chief financial officer and former general counsel, and the compensation paid to these individuals reflected the negotiations between these executive officers and affiliates of GFI. After the Acquisition, we recruited additional executive officers to GT Solar. The overall amounts and mix of compensation paid to these officers primarily reflect negotiations with them in connection with their recruitment.

The compensation committee of our board of directors was formed on January 22, 2007 and currently consists of Messrs. Forth, Godshalk and Landers. Messrs. Forth and Landers are employed by affiliates of GFI, and Mr. Forth is the Chairman of the compensation committee. The compensation committee is responsible for the oversight, implementation and administration of all of our executive compensation plans and programs. The compensation committee determines all of the components of compensation of our chief executive officer, and, in consultation with our chief executive officer, the compensation of the remaining executive officers.

In March 2007, members of our human resources department conducted a review of executive compensation for the purpose of formalizing our procedures for reviewing and evaluating our executive compensation program. The proposals included establishing a job "grade"-based system and recommendations for annual base salaries and annual cash bonus incentives for fiscal 2008. During the course of its review, our human resources department utilized executive compensation data from The Survey Group, a compensation consulting firm serving companies in the New England region. Our human resources department used this data to prepare a study, which included a general overview of executive compensation, and presented the results of this study to the compensation committee at a meeting in April 2007 to provide the compensation committee with information to use in making decisions with respect to GT Solar's executive compensation program for fiscal 2008. In March 2008, the compensation committee retained Frederick W. Cook & Co., Inc., a compensation consulting firm, to conduct an independent study of executive compensation for the fiscal year ending March 31, 2009, or fiscal 2009. The results of this study are currently being evaluated by the compensation committee for purposes of establishing executive compensation for fiscal 2009.

Compensation Policies and Practices

The primary objectives of our executive compensation program are to:

•: Attract and retain the best possible executive talent,

•: Achieve accountability for performance by linking annual cash and long-term incentive awards to achievement of measurable performance objectives, and
•: Align executives' incentives with creation of stockholder value.

Our executive compensation programs are designed to encourage our executive officers to operate the business in a manner that enhances stockholder value. An objective of our compensation program is to align interests of our executive officers with our stockholders' short and long-term interests by providing a significant portion of our executive officers' compensation through equity-based awards. In addition, a substantial portion of our executive's overall compensation is tied to our financial performance, specifically "incentive EBITDA" in fiscal 2008. We define "incentive EBITDA" as GAAP net income, plus interest expense net of interest income, taxes, depreciation and amortization, and adjusted for (i) any pre-tax expenses or charges related to this offering or any transaction selling or transferring equity interests of our stockholders or (ii) the impact of deferred revenue. Our compensation philosophy provides for a direct relationship between compensation and the achievement of our goals and seeks to include management in upside rewards. Prior to approving any compensation package or award, the compensation committee takes into account the impact of accounting and tax treatments of each particular compensation package or award, including the accounting and tax treatment of stock options.

On April 3, 2007, the compensation committee reviewed executive compensation data provided by members of management and our human resources department. Members of our human resources department utilized compensation survey data from the 2006 Management Compensation Survey of The Survey Group, a compensation consulting firm serving companies based in New England. The data is derived from The Survey Group's survey of 294 companies based in the New England region. The participating companies are in various industries, and 146 of them are manufacturing companies. The 2006 Management Compensation Survey presents compensation data of participating companies in various groupings based on company size, company industry and executive officer position. Management did not identify a specific peer group within the participating companies for the purpose of benchmarking executive compensation.

Our human resources department compared the compensation level of our executive officer positions to the compensation data of each executive officer position in three groups of companies identified in The Survey Group report: (i) all participating companies; (ii) companies with annual revenues ranging from $100 million to $300 million; and (iii) technology companies with annual revenues ranging from $100 million to $300 million. We refer to this data as the "survey data." Our human resources department presented, and the compensation committee reviewed, the weighted average of the median base salaries and the median target bonus percentage for each executive officer position across the three groups. Our human resources department used this information to recommend a job "grade"-based system for fiscal 2008 that included pay ranges and a range of target cash bonus percentages applicable to each job grade. Each executive officer position is assigned a specific job grade. Our human resources department then proposed individual base salaries within the applicable pay range based on an evaluation of each executive officer's progression through the assigned job grade. The progression for each executive officer other than the chief executive officer was proposed by the human resources department with input from our chief executive officer, and the progression for the chief executive officer was proposed by the human resources department. All decisions with respect to executive compensation were made by the compensation committee. The principal factors that were considered in the determination of job grade progression were the executive officer's work experience and the length of service in their current position.

On July 24, 2007, the compensation committee approved overall compensation levels for each executive officer for fiscal 2008. The compensation committee also approved the annual base salary within each individual's job grade and identified a percentage range of that amount that would be

variable and used that percentage to set the target cash bonus payment for fiscal 2008. The 2008 Management Incentive Plan implements management's recommendations as approved by the compensation committee.

On March 18, 2008, Frederic W. Cook & Co., Inc. presented its review of our compensation program. This study used a compensation peer group of companies within a range of revenues, operating income, number of employees and market capitalizations for purposes of benchmarking our executive compensation program and establishing the elements of executive compensation program for the fiscal year ending March 31, 2009.

Compensation Components

We have sought to create an overall compensation program that provides foundational elements, such as base salary and benefits, which are competitive, as well as an opportunity for variable incentive compensation that is paid when short and long-term performance goals are met. Our executive compensation consists of the following components:

•: Base salary
•: Annual cash bonus incentive(s)
•: Long-term incentive award(s)—stock option grant(s)
•: For certain executives officers, equity ownership

We also provide certain retirement benefits and perquisites.

For fiscal 2008, the target compensation mix for each named executive officer was as follows:

Executive	Title	Salary as % of Total Compensation		Target Annual Incentive as % of Total Compensation		Equity-Based Awards as % of Total Compensation(1)
Thomas M. Zarrella	President and Chief Executive Officer	45.4	%	22.7	%	31.9	%
Robert W. Woodbury, Jr.	Chief Financial Officer	57.4	%	28.7	%	13.9	%
David W. Keck	Vice President, Silicon Development	21.6	%	66.7	%	11.6	%
Jeffrey J. Ford	Vice President, Asia	61.4	%	15.3	%	23.3	%
John (Rick) Tattersfield	Vice President, Operations	50.0	%	12.5	%	37.5	%
Howard T. Smith	Former Chief Financial Officer(2)	71.4	%	28.6	%	0.0	%
Daniel F. Lyman	Deputy General Counsel(3)	65.4	%	9.8	%	24.8	%

(1): Reflects the compensation expense recognized by us during fiscal 2008 for option and restricted stock awards under SFAS No. 123(R) for each named executive officer.
(2): Mr. Smith's service as our chief financial officer terminated on October 31, 2007.
(3): Mr. Lyman served as our general counsel and secretary until November 7, 2007, at which point his title became deputy general counsel.

Note: The above table takes into account target bonuses payable under our annual cash incentive program and not actual payments made under that program.

The relationship of base salary, annual incentive compensation and long-term incentive compensation to the overall compensation program can vary depending upon each executive officer's prior experience, time in the industry and prior equity incentive awards.

Base Salary.

We provide a base salary to our executive officers to compensate them for their services during the year. Base salary is established based on the experience, skills, knowledge and responsibilities required of the executive officers in their roles. When establishing the base salaries of the executive officers for fiscal 2008, the compensation committee considered a number of factors, including the years of service of the individual, individual's duties and responsibilities, the ability to replace the individual, the base salary at the individual's prior employment, information that became available to us informally through recruitment/search firms in connection with our hiring efforts, and through our directors' experience, including experience with GFI's other portfolio companies. We seek to maintain base salaries at levels that are sufficient to allow us to attract and retain executive talent.

Salaries for executive officers are reviewed on an annual basis, at the time of a promotion or other change in level of responsibilities, as well as when competitive circumstances may require review. Increases in salary are based on evaluation of factors such as the individual's level of responsibility, performance, length of service and level of compensation compared to that of similar positions in other companies. In April 2007, the compensation committee reviewed and approved the annual base salaries for our executive officers for fiscal 2008. In making recommendations for base salaries, our human resources department used The Survey Group's data to identify the weighted average of the median salaries of similarly situated executive officers of companies in the survey data, and used that data as a guide for building base salary ranges for each job grade. Our human resources department then analyzed how closely each executive officer's position matched the positions in the report, and examined the relative progression of each executive officer within the applicable job grade. Our human resources department proposed a base salary for Mr. Zarrella that represented a progression of 11% through the pay range applicable to his job grade, based upon his recent appointment as chief executive officer and his significant equity ownership in our company. The compensation committee set Mr. Zarrella's base salary for fiscal 2008 consistent with this proposal, and this amount represented an increase over his base salary for the fiscal year ended March 31, 2007, or fiscal 2007, to compensate him for his increased responsibilities as a result of his appointment as our chief executive officer. Mr. Smith's base salary was increased in April by $10,000, which represented a progression of 38% through the pay range applicable to his job grade, in order to make his base salary more consistent with base salaries of chief financial officers of companies in the survey data used by management. Our human resources department proposed no change to the base salaries of Messrs. Keck, Ford and Lyman from the prior year, and no changes were made. Pursuant to Mr. Woodbury's employment agreement, dated January 2, 2008, Mr. Woodbury's base salary was set at $325,000 per annum, and was pro rated for the portion of fiscal 2008 during which he was employed by us. This amount was set based on his base salary at his prior employment rather than our job grade system. Pursuant to Mr. Tattersfield's employment agreement, dated August 6, 2007, Mr. Tattersfield's base salary was set at $175,000 per annum, and was pro rated for the portion of fiscal 2008 during which he was employed by us. This amount was set based on consistency with other executive officers in the same job grade.

On June 3, 2008, the compensation committee reviewed and established the annual base salaries for our executive officers for fiscal 2009. The annual salaries in effect for each of the named executive officers for fiscal 2008 and fiscal 2009 are as follows:

	Annual Base Salary
Name	Annual Base Salary
Name	Fiscal 2008		Fiscal 2009
Thomas M. Zarrella	$	275,000	$	375,000
Robert W. Woodbury, Jr.		325,000		325,000
David W. Keck		190,000		200,000
Jeffrey J. Ford(1)		175,000		185,000
John (Rick) Tattersfield		175,000		225,000
Howard T. Smith(2)		205,000		—
Daniel F. Lyman		150,000		161,000

(1): In addition, Mr. Ford receives supplemental wages paid by our subsidiary, GT Shanghai. In fiscal 2008, the amount of the supplemental wages was $73,187. This amount has been converted from RMB to U.S. dollars using the average monthly exchange rates during fiscal 2008.
(2): Mr. Smith's service as our chief financial officer terminated on October 31, 2007.

In addition to his annual base salary, Mr. Ford receives a supplemental salary of $73,187 per year, paid in monthly installments, as compensation for his overseas assignment to lead our China operations.

Pursuant to Mr. Woodbury's employment agreement, dated January 2, 2008, Mr. Woodbury's base salary was set at $325,000 per annum, and will be pro rated for the portion of fiscal 2008 during which he was employed by us.

Annual Cash Bonus Incentive.

The objective of the annual cash bonus incentive is to reward executive officers for our performance, as measured by "incentive EBITDA" as defined in the plan, with respect to Messrs. Zarrella, Woodbury, Ford, Tattersfield and Lyman, and by commissions on sales with respect to Mr. Keck for fiscal 2008. On June 1, 2007, the compensation committee approved the performance metric to be used under the 2008 Management Incentive Plan. The payment of cash bonuses will be based on a pre-determined incentive EBITDA target of $78 million for fiscal 2008. Prior to fiscal 2008, we defined incentive EBITDA for purposes of the 2008 Management Incentive Plan as GAAP net income, plus interest expense net of interest income, taxes, depreciation and amortization, and adjusted for any pre-tax expenses or charges related to this offering or any transaction selling or transferring equity interests of our stockholders. On June 1, 2007, the compensation committee approved a revision to the definition of incentive EBITDA for purposes of the 2008 Management Incentive Plan to adjust for the impact of deferred revenue.

For Messrs. Zarrella, Woodbury, Ford, Tattersfield and Lyman, annual target cash bonuses for fiscal 2008 were determined initially as a percentage of each individual's base salary for the fiscal year, and the payment of target cash bonuses depends upon the achievement of the pre-determined incentive EBITDA target. The target cash bonus is established based on an individual's level of responsibility. When establishing the target cash bonus percentages for the executive officers for fiscal 2008, the compensation committee considered the median incentive bonus of similarly situated executive officers of companies in the survey data and other information presented in April 2007 by the management team, information that became available to us informally through recruitment/search firms in connection with executive recruitment efforts and information obtained through our directors' experience, including experience with GFI's other portfolio companies. The compensation committee considered the data and applied its judgment to set both the target and maximum cash bonuses.

Depending on our performance relative to the pre-determined incentive EBITDA target, the actual cash bonus for these executive officers can be less than or greater than their target cash bonuses. The incentive bonus is not funded if our incentive EBITDA for the year is at or below a threshold of 90% of the incentive EBITDA target, 50% of the target cash bonus is funded if our incentive EBITDA for the year is 95% of the incentive EBITDA target, 100% of the target cash bonus is funded if our incentive EBITDA for the year is 100% of the incentive EBITDA target, 150% of the target cash bonus is funded if our incentive EBITDA for the year is 105% of the incentive EBITDA target, 200% of the target cash bonus is funded if our incentive EBITDA for the year is 110% of the incentive EBITDA target, 250% of the target cash bonus is funded if our incentive EBITDA for the year is 115% of the incentive EBITDA target and up to a maximum of 300% of the target cash bonus is funded if our incentive EBITDA for the year is 120% or more of the incentive EBITDA target. As such, each 1% increase or decrease in incentive EBITDA relative to the target incentive EBTIDA results in a 10% increase or decrease in the funded bonus. Each bonus payment is subject to the discretion of the compensation committee.

On July 25, 2007, our compensation committee reviewed the 2008 Management Incentive Plan that had been prepared by management, and approved the target cash bonuses for fiscal 2008. Mr. Zarrella's target cash bonus for fiscal 2008 was set at 50% of his base salary. The compensation committee increased the target cash bonus for Mr. Zarrella from 30% for fiscal 2007 to 50% for fiscal 2008 to compensate him for his increased responsibilities as a result of his appointment as our chief executive officer. Pursuant to his employment agreement, Mr. Woodbury's target cash bonus for fiscal 2008 is 50% of his base salary, to be pro rated for the portion of fiscal 2008 during which he was employed by us.

The annual cash bonus awards for fiscal 2008 under the 2008 Management Incentive Plan were finalized on June 3, 2008. Our achievement of 115.4% of the incentive EBITDA target resulted in funding of 254% of the target bonuses for fiscal 2008. Each named executive officer other than our chief executive officer conducted a self-appraisal that was reviewed by our chief executive officer, and our chief executive officer conducted his own self-appraisal. The compensation committee evaluated these self-appraisals in the context of each executive officer's responsibilities and awarded 100% of the funded bonus to each individual.

The target cash bonus and maximum cash bonus opportunity and the actual cash bonus paid, as a percentage of base salary, for each of the named executive officers in fiscal 2008, was as follows:

	Fiscal 2008
Name	Target Cash Incentive Bonus as a Percent of Base Salary		Maximum Cash Incentive Bonus as a Percent of Base Salary		Actual Cash Incentive Bonus as a Percent of Base Salary
Thomas M. Zarrella	50.0	%	150.0	%	127.5	%
Robert W. Woodbury, Jr.	50.0	%	150.0	%	142.9	%
Jeffrey J. Ford	25.0	%	75.0	%	45.0	%
John (Rick) Tattersfield	25.0	%	75.0	%	67.0	%
Howard T. Smith(1)	40.0	%	—		—
Daniel F. Lyman	15.0	%	45.0	%	38.1	%

(1): Mr. Smith's service as our chief financial officer terminated on October 31, 2007.

On May 23, 2008, our compensation committee reviewed and established the target cash bonus percentages for the 2009 Incentive Compensation Plan. The target cash bonus opportunity, as a

percentage of base salary, in effect for each of the named executive officers in fiscal 2009, will be as follows:

Name	Fiscal 2009 Target Cash Incentive Bonus as a Percent of Base Salary
Thomas M. Zarrella	75	%
Robert W. Woodbury, Jr.	50	%
Jeffrey J. Ford	35	%
John (Rick) Tattersfield	40	%
Daniel F. Lyman	15	%

The annual cash bonus for Mr. Keck is based on a commission that is earned for orders we receive for polysilicon products and services. With respect to each order for which a commission is earned, a commission is paid as follows: 15% of Mr. Keck's commission is paid when a deposit is received, 45% is paid when a shipment payment is received and 40% is paid when a final payment is received. There is no set target amount, but Mr. Keck's total compensation of his base salary and cash bonus was limited to a maximum of $1.5 million for fiscal 2008. We entered the polysilicon business in 2006, and we hired Mr. Keck, a known expert in the polysilicon industry, for his unique skills. The board structured Mr. Keck's compensation package to emphasize variable compensation that is linked to the performance of the polysilicon business and to provide compensation sufficient to attract him to our company. Mr. Keck received a cash incentive bonus of $789,281 in fiscal 2008 based on our orders for polysilicon products and services received in fiscal 2008.

Discretionary Bonus Awards.

On April 3, 2007, our compensation committee awarded Mr. Zarrella a discretionary $50,000 cash bonus for fiscal 2007 in light of our recent operating performance, including improved revenues and operating income, as well as the significant increase in the volume of orders that we received. No formula was applied by the compensation committee in determining the amount of Mr. Zarrella's discretionary bonus.

In June 2006, when Mr. Ford was hired, we paid Mr. Ford a signing bonus of $50,000. In June 2007, we paid Mr. Ford a retention bonus of $25,000. Mr. Ford is entitled to a $25,000 retention bonus on the first two anniversaries of the date of his hire. These bonuses were awarded to attract Mr. Ford to our company to serve as our vice president in charge of Asian operations and to encourage his retention. The amount of the bonuses was determined by negotiations between Mr. Ford and our chief executive officer and approved by our board of directors.

In August 2007, when Mr. Tattersfield was hired, we paid Mr. Tattersfield a signing bonus of $25,000. The amount of the signing bonus was determined by negotiations between Mr. Tattersfield and our chief executive officer and approved by our board of directors.

Long-Term Incentive Awards.

Messrs. Lyman, Keck and Ford have each received equity compensation awards in the form of incentive stock options. We grant long-term incentive awards in the form of stock options because it is a common method for companies to provide equity incentives to executive officers. The options are designed to align the interests of our executive officers with our stockholders' long-term interests by providing them with equity-based awards that vest over a period of time and become exercisable upon the occurrence of certain events, as well as to reward executive officers for performance. In connection with the Acquisition, the board adopted a stock option plan on January 1, 2006. We granted options to Messrs. Lyman, Keck and Ford on July 7, 2006, and to Mr. Ford on July 27, 2006, to provide them with

meaningful equity-based incentives. None of these executive officers participated in the Acquisition or otherwise had any equity-based incentives. These stock options have an exercise price equal to the fair market value of our common stock on the date of grant as determined by a valuation prepared at the time of grant. We did not grant any options to Messrs. Zarrella and Smith at that time in light of their equity ownership interests in GT Solar Holdings, LLC. Future grants of stock options will be at the discretion of our board of directors. All of the options granted to our named executive officers in July 2006 are intended to qualify as incentive stock options for purposes of U.S. federal income tax purposes. As a result, subject to the satisfaction of certain conditions, on the date of exercise our named executive officers will not be subject to federal income tax with respect to the exercise of the option. See "—2006 Stock Option Plan" below.

On December 21, 2007, our compensation committee awarded options for fiscal 2008 to Messrs. Zarrella, Keck and Ford, and on January 2, 2008, our compensation committee awarded options to Mr. Woodbury in connection with the commencement of his employment. The compensation committee determined a targeted grant value for each executive officer, expressed as a percentage of annual base salary and valued using the Black Scholes option pricing model. The targeted grant value for fiscal 2008 was determined in accordance with each individual's job grade. The compensation committee applied a multiplier ranging from 1x to 4x the targeted grant value for each executive officer based on an evaluation of individual factors, including existing equity ownership interests, values of previous equity grants, size of previous equity grants in relation to individual positions, length of time with our company, and anticipated contribution to our business.

In determining the number of options awarded to Messrs. Zarrella, Woodbury, Keck and Ford in fiscal 2008, our board of directors considered the totality of each individual's compensation package and made a subjective determination of the number of equity awards that would be appropriate to retain and motivate each executive officer in his position. Our board of directors also considered individual responsibilities of our named executive officers, including Mr. Zarrella's responsibility for our overall performance, Mr. Woodbury's responsibility for financial reporting and accounting functions, Mr. Ford's responsibility for our operations in Asia, which are critical to our business, and Mr. Keck's responsibility for building our polysilicon business, which is a significant element of our growth strategy.

Equity Ownership.

Each of Messrs. Zarrella and Smith participated in the Acquisition and, as a result, has an equity ownership interest in GT Solar Holdings, LLC. In connection with the Acquisition, Mr. Zarrella contributed 10,994 shares of common stock of GT Equipment Technologies, Inc. held by him to GT Solar Holdings, LLC. Each of the shares he contributed was valued at $106.94, the price that GT Solar Holdings, LLC paid for each share of the Company in the Acquisition. In exchange for the shares he contributed, Mr. Zarrella received 173,496.2 Class A shares of GT Solar Holdings, LLC. In addition, Mr. Zarrella received Class B and Class C shares of GT Solar Holdings, LLC and Mr. Smith received Class B and Class D shares of GT Solar Holdings, LLC as incentive compensation. The numbers of Class B, Class C, and Class D shares of GT Solar Holdings, LLC granted as incentive compensation to certain individual members of senior management were determined by negotiations among GFI and such individuals.

In connection with the termination of Mr. Smith's employment with us, we entered into a separation agreement with Mr. Smith, dated October 5, 2007, that provided that the unvested Class B and Class D shares of GT Solar Holdings, LLC held by Mr. Smith as of that date were cancelled and forfeited. Mr. Smith continues to hold the vested portion of Class B and Class D shares of GT Solar Holdings, LLC originally granted to him.

Retirement Benefits.

We sponsor a tax-qualified employee savings and retirement plan, or 401(k) plan, that covers most employees who satisfy certain eligibility requirements relating to minimum age and length of service. Under the 401(k) plan, eligible employees may elect to contribute a minimum of 1% of their annual compensation, up to a maximum amount equal to the statutorily prescribed annual limit. We may also elect to make a matching contribution to the 401(k) plan in an amount equal to a discretionary percentage of the employee contributions, subject to certain statutory limitations. We announce annually the amount of funds which we will match. For fiscal 2008, we made a discretionary matching contribution of $186,235. Of this amount, $27,175 was paid to our named executive officers.

Perquisites.

We also provide our named executive officers with payments of a portion of life, medical and dental insurance premiums and for legal advice relating to their investment in GT Solar Holdings, LLC.

Payments Upon Termination.

In connection with the termination of the employment of Mr. Howard T. Smith, our former chief financial officer, on October 31, 2007, we entered into a separation agreement, dated October 5, 2007, pursuant to which we agreed to provide certain severance payments to Mr. Smith. See "—Employment Agreements and Severance Arrangements—Potential Payments Upon Termination." The terms and amounts set forth in Mr. Smith's separation agreement were determined by negotiations between Mr. Smith and our compensation committee. We agreed to provide Mr. Smith with a $500,000 severance payment, pay for his tuition, up to a limit of $120,000, should he enroll in an Executive MBA program during the two-year period following his separation, and provide health insurance benefits during the 30 months following his separation. We agreed to provide these amounts in light of the benefits to us of the severance agreement, including Mr. Smith's agreement to continue to be bound by the restrictions set forth in his confidentiality and non-competition agreement with us and to release us from any claims arising out of or connected with his employment with or separation from the Company.

Conclusion

The compensation committee believes that the compensation for our named executive officers for fiscal 2008 was appropriate in light of our financial performance.

Equity Incentive Plans

2006 Stock Option Plan

The 2006 Stock Option Plan, as amended on July 7, 2007 and on January 15, 2008, which we refer to in this prospectus as the "2006 Plan," is administered by our compensation committee. Discretion to grant options under the 2006 Plan rests with the compensation committee and options may be granted to our employees, officers, directors, consultants and advisors. Under the 2006 Plan, we may grant either non-qualified stock options (as defined in the Internal Revenue Code) or incentive stock options (as defined in the Internal Revenue Code) to purchase shares as defined under the Internal Revenue Code. In addition, the compensation committee may add specific terms and conditions to each option agreement, subject to the general terms and conditions of the 2006 Plan. The compensation committee, in its sole discretion, may determine the conditions upon which the options will vest and all other terms and conditions relating to the exercisability of the options, including any terms and conditions which may apply following termination of the optionholder's services to us or one of our subsidiaries. Subject to the provisions of the relevant option agreement and as otherwise determined by the compensation committee, any unexercised option shall immediately expire upon the first to occur of: (i) the tenth (or,

in the case of a holder of 10% or more of the total combined voting power of all classes of our stock or any of our subsidiaries or affiliates, the fifth) anniversary of the grant date; or (ii) termination of the optionholder's service to us or one of our subsidiaries. The aggregate number of shares subject to options granted under the 2006 Plan may not exceed 630,000.

The aggregate fair market value of shares of our common stock for which an incentive stock option is exercisable for the first time during any calendar year under all our equity incentive plans and our subsidiaries may not exceed $100,000. The price payable on the exercise of an option granted may not be less than: (i) the fair market value per share on the date the option is granted; or (ii) the nominal value per share, whichever is the higher.

Optionholders do not have any voting or other rights as a stockholder of ours with respect to any shares issuable upon exercise of an option until exercise of the option and issuance of a certificate or certificates representing such shares. All options are exercisable only by the optionholder during their lifetime, following which, the vested options are transferable by will or by the laws of descent or distribution.

In the event of a merger, consolidation or other form of reorganization involving GT Solar Incorporated, a sale or transfer of all or substantially all of its assets, or a tender or exchange offer made by any corporation, person or entity, the compensation committee may accelerate the exercisability of the options, cancel the portion of any option that has not become exercisable or permit or require optionholders to surrender their options for cash payments. In the event of a stock dividend, stock split or recapitalization or corporate reorganization in which we are a surviving corporation, the number or kinds of shares subject to the 2006 Plan or to any option previously granted, and the option price, shall be adjusted by the compensation committee.

The compensation committee may amend, suspend or terminate the 2006 Plan in any manner, provided that no such action may be taken that would impair the rights of any existing optionholder with respect to any previously granted option without the optionholder's consent.

The 2006 Plan terminates on December 30, 2015. Options granted prior to such date shall remain in effect until the exercise, surrender, cancellation or expiration in accordance with the 2006 Plan.

In July 2006, we made option grants to executives, employees, directors and consultants. Following the reorganization of our holding structure on September 28, 2006, these options were for an aggregate of 195,840 shares of our common stock. Of these option grants, options with respect to 171,360 shares vest as follows: one quarter of the options vest on the first anniversary of the grant date, and ¹/48 of the options vest at the end of each month during the subsequent three years; and options with respect to 24,480 shares vest as follows: one third of the options vest on the first anniversary of the grant date, and ¹/36 of the options vest at the end of each month during the subsequent two years. Of these option grants, options to purchase 38,160 shares of our common stock were granted to three of our named executive officers. For more information on stock options granted to our named executive officers, please see "—Grants of Plan-Based Awards" below.

In December 2007, we made option grants to executives, employees, directors and consultants. ¹/4 of the options vest on the first anniversary of the grant date, and ¹/48 of the options vest at the end of each month during the subsequent three years. Of these option grants, options to purchase 23,439 shares of our common stock were granted to Messrs. Zarrella, Ford and Keck. Options to purchase 25,000 shares of our common stock were granted to Mr. Woodbury when he joined our company on January 2, 2008. In addition, Mr. Woodbury was granted 5,000 shares of restricted stock on January 2, 2008 pursuant to a restricted stock agreement with us. One quarter of the shares of restricted stock vest on January 2, 2009, the first anniversary of the date of Mr. Woodbury's employment agreement, and ¹/48 of the shares of restricted stock vest at the end of each month during the subsequent three years.

Upon completion of this offering, all of the July 2006, December 2007 and January 2008 option grants will be exercisable to the extent that such options are vested as set forth above.

As of March 31, 2008, the number of shares of our common stock issuable upon currently outstanding options was 384,267 at a weighted average exercise price of $65.56 per share.

2008 Equity Incentive Plan

General. Prior to the completion of this offering, we intend to adopt the 2008 Equity Incentive Plan, which we refer to in this prospectus as the "2008 Plan." The 2008 Plan is intended to further our growth and profitability by increasing incentives and encouraging share ownership by our employees, directors and independent contractors.

Administration. The 2008 Plan will be administered by the compensation committee of our board of directors, or, if the compensation committee ceases to exist, by our board of directors. The compensation committee has the power to administer the 2008 Plan, including the power to determine which employees, directors and independent contractors are eligible to receive awards, adopt necessary procedures to permit participation in the 2008 Plan and make all decisions and determinations as necessary or advisable to administer the 2008 Plan. The compensation committee may delegate all or any part of its authority and powers under the 2008 Plan to one or more directors and/or officers.

Participation. Individuals eligible to participate include our employees, directors and independent contractors.

Available Shares. An aggregate of shares of our common stock will be available for grants of awards under the 2008 Plan. The maximum number of shares of common stock that may be granted for incentive stock options is . To the extent shares subject to an outstanding option or other award are not issued or delivered by reason of expiration, cancellation, forfeiture or other termination of the award, withholding of the shares for taxes or settlement of the award in cash, such shares shall again be available under the 2008 Plan.

Option Grants. Options granted under the 2008 Plan may include incentive stock options, non-qualified stock options or a combination thereof. An incentive stock option may only be granted to an employee and may not be granted more than ten years after the earlier of the adoption of the 2008 Plan by our board of directors, or the approval of the 2008 Plan by our stockholders. The exercise price per share for each option will be determined by the compensation committee except that the exercise price may not be less than 100% of the fair market value of a share of common stock on the grant date. In the case of the grant of any incentive stock option to an employee who, at the time of the grant, owns more than 10% of the total combined voting power of all of our classes of stock then outstanding, the exercise price may not be less than 110% of the fair market value of a share of common stock on the grant date.

Expiration of Options. Each option will terminate not later than the expiration date specified in the award agreement pertaining to such option. The expiration date of an option shall not be later than the tenth anniversary of the grant date. The expiration date of an incentive stock option granted to an employee who, at the time of the grant, owns more than 10% of the total combined voting power of all of our classes of stock then outstanding shall not be later than the fifth anniversary of the grant date.

Restricted Stock. Restricted stock is a grant of shares of our common stock that may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated prior to the end of a restricted period set by the compensation committee. A participant granted restricted stock generally has all of the rights of a stockholder, unless the compensation committee determines otherwise.

Stock Appreciation Rights. Stock appreciation rights, or SARs, entitle a participant to receive the amount by which the fair market value of a share of our common stock on the date of exercise exceeds the base price of the SAR. The compensation committee shall determine the terms and conditions of SARs except that the base price of an SAR shall not be less than 100% of fair market value of a share of our common stock on the grant date.

Other Stock Awards. The compensation committee may develop sub-plans or grant other equity based awards on such terms as it may determine. These awards may include awards designed to comply with or take advantage of applicable local laws of jurisdictions outside of the United States or dividend equivalent awards that entitle participants to receive an amount equal to the dividends that would have been paid during a specified period on the amount of shares specified in the award.

Nontransferability and Withholding Taxes. No award granted under the 2008 Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will and the laws of descent and distribution. However, a participant may transfer, without consideration, an award other than an incentive stock option to one or more members of his or her immediate family.

We have the right and power to deduct or withhold an amount sufficient to satisfy any taxes which the compensation committee deems necessary to be withheld to comply with the Internal Revenue Code or other applicable law with respect to such award or the exercise thereof. The compensation committee may permit or require a participant to satisfy all or part of the tax withholding obligations in connection with an award by having us withhold otherwise deliverable shares of common stock, or by the participant delivering to us already-owned shares of common stock.

Amendment/Termination of the 2008 Plan. The board may amend, suspend or terminate the 2008 Plan at any time for any reason subject to any requirement of stockholder approval required by applicable law, except that stockholder approval is not required for an amendment to avoid the imposition of taxes under Section 409A of the Internal Revenue Code. Any amendment, suspension or termination of the 2008 Plan shall not materially adversely alter or impair the rights or obligations under any award granted to a participant without the consent of such participant. If not previously terminated by the board, the 2008 Plan shall terminate ten years after adoption by the board.

Compensation Tables

We are generally required to provide information regarding the compensation earned during our most recently completed fiscal year by our principal executive officer, principal financial officer and our three other most highly compensated executives. In addition, we are required to provide information regarding the compensation earned during the most recently completed fiscal year for any persons who served us in the capacity of principal executive officer or principal financial officer at any point during the fiscal year. As a result, the following tables include our current chief executive officer and chief financial officer, as well as our three other most highly compensated executive officers for the last fiscal year. The tables also include information regarding our former chief financial officer, whose employment with us terminated on October 31, 2007. As discussed above in the "Compensation Discussion and Analysis" section, we refer to these individuals as our named executive officers.

Summary Compensation Table

The following table shows the compensation earned by our named executive officers during the fiscal years ended March 31, 2008 and March 31, 2007. The compensation consists of salary, cash bonus and, in some cases, option awards.

Name and Principal Position	Fiscal Year	Salary		Bonus		Stock Awards(1)			Option Awards(1)		Non-Equity Incentive Plan Compensation			Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation(2)		Total
Thomas M. Zarrella President and Chief Executive Officer	2008 2007	$ $	275,000 200,502	$	— 50,000	$ $	162,284 162,284		$	30,530 —	$ $	349,250 115,359	(3) (4)	— —	$ $	7,112 20,518	$ $	824,176 548,663
Robert W. Woodbury, Jr. Chief Financial Officer(6)	2008	$	72,500		—	$	4,510		$	74,213	$	100,643	(3)	—	$	—	$	251,866
David W. Keck Vice President, Silicon Development(7)	2008 2007	$ $	190,008 178,123	$	— 110,000		— —		$ $	100,643 62,134	$ $	782,202 111,527	(5) (5)	— —	$ $	7,348 4,012	$ $	1,080,201 465,796
Jeffrey J. Ford Vice President, Asia(8)	2008 2007	$ $	248,188 135,962	$ $	25,000 50,000		— —		$ $	66,410 29,824	$ $	111,125 18,940	(3) (4)	— —	$ $	51,232 37,595	$ $	501,955 272,321
John (Rick) Tattersfield Vice President, Operations(9)	2008	$	111,058	$	25,000		—		$	26,645	$	72,406	(3)	—	$	35,046	$	270,155
Howard T. Smith Former Chief Financial Officer(10)	2008 2007	$ $	124,577 190,505		— —	$ $	(61,475 245,901	)		— —	$	— 47,627	(4)	— —	$ $	645,880 14,417	$ $	708,982 498,450
Daniel F. Lyman Deputy General Counsel	2008 2007	$ $	148,476 130,375		— —		— —		$ $	56,828 39,766	$ $	57,145 24,447	(3) (4)	— —	$ $	3,485 1,904	$ $	265,934 196,492

(1): Represents the dollar amount recognized for financial statement reporting purposes, except that no estimate of forfeitures is made.
(2): For fiscal 2008, represents the amounts set forth in the table below. We maintain medical, dental, life and disability insurance plans for our employees, including our named executive officers. Amounts paid by us for the benefit of our named executive officers have not be included in the table because these plans do not discriminate in scope, terms or operation in favor of executive officers and are generally available to all salaried employees.

Name	401(k) Plan Match		Legal Services(a)		Housing Allowance(b)		Severance Payments(c)		Health Insurance(d)
Thomas M. Zarrella	$	7,112		—		—		—		—
Robert W. Woodbury, Jr.		—		—		—		—		—
David W. Keck		3,485		—		—		—		—
Jeffrey J. Ford		7,347		—	$	45,600		—		—
John (Rick) Tattersfield		2,019		—		20,610		—	$	12,417
Howard T. Smith		3,727	$	7,500		—	$	634,653		—
Daniel F. Lyman		3,485		—		—		—		—

(a): Represents legal fees paid by us on behalf of such named executive officer in connection with his separation.
(b): Represents amount paid by us for an apartment maintained by Mr. Ford in China and an apartment rental for Mr. Tattersfield prior to his relocation. The amount for Mr. Ford's apartment has been converted from RMB to U.S. dollars using the average monthly exchange rates during fiscal 2008.
(c): Represents amounts payable by us to Mr. Smith pursuant to his separation agreement, including $500,000 of severance, $4,837 of benefits continuation, $120,000 of tuition reimbursement and $9,816 of accrued and unpaid vacation. In connection with his separation, we agreed to reimburse Mr. Smith's tuition, up to a limit of $120,000, should he enroll in an Executive MBA program during the two-year period following his separation. Through March 31, 2008, we paid $30,740 of this amount.
(d): Represents reimbursement for the cost of the monthly premium to maintain health insurance coverage under COBRA.

(3): For fiscal 2008, represents amounts payable in June 2008 under our 2008 management incentive plan. The bonuses were equal to 254% of the target bonus for each named executive officer for fiscal 2008, based on our achievement of incentive EBITDA for fiscal 2008. See "—Compensation Discussion and Analysis—Compensation Components—Annual Cash Bonus Incentive." For fiscal 2007, represents bonuses paid to our named executive officers under our 2007 incentive compensation plan.
(4): For fiscal 2007, represents amounts paid in November 2007 under our annual cash bonus plan for fiscal 2007.
(5): For Mr. Keck, represents an annual cash bonus earned for orders we receive for polysilicon products and services.
(6): Mr. Woodbury joined us in January 2008.
(7): Mr. Keck joined us in April 2006. Amounts included for Mr. Keck under the "Bonus" column for fiscal 2007 reflect a relocation payment of $110,000 paid to him during fiscal 2007. Mr. Keck is required to reimburse us for such payment on a pro rata basis in the event he terminates his employment with us prior to the third anniversary of his hire date.
(8): Mr. Ford joined us in June 2006. Amounts included for Mr. Ford under the "Bonus" column for fiscal 2008 reflect a retention bonus of $25,000 paid to him on the first anniversary of his date of hire. Amounts included for Mr. Ford under the "Bonus" column for fiscal 2007 reflect a signing bonus of $50,000 paid to him during fiscal 2007. Mr. Ford's salary includes supplemental wages paid by our subsidiary, GT Shanghai, of $73,187 for fiscal 2008. This amount has been converted from RMB to U.S. dollars using the average monthly exchange rates during fiscal 2008.
(9): Mr. Tattersfield joined us in August 2007. Amounts included for Mr. Tattersfield in the "Bonus" column for fiscal 2008 reflect a signing bonus of $25,000 paid to him in fiscal 2008.
(10): Mr. Smith's employment with us terminated on October 31, 2007. In connection with his separation, Mr. Smith received a severance payment of $500,000, which included amounts that would have been payable under the annual cash bonus plan.

Grants of Plan-Based Awards

During the fiscal year ended March 31, 2008, we granted plan-based awards to our named executive officers under the 2006 Stock Option Plan and in accordance with our 2008 management incentive plan. The following table provides information on each of these awards on a grant-by-grant basis. The ultimate value of these awards will depend on the price of our common stock on the applicable vesting dates. In each case, the grant date of the award is the same as the approval date.

								All Other Option Awards: Number of Securities Underlying Options (#)
		Estimated Future Payouts Under Non-Equity Incentive Plan					All Other Stock Awards: Number of Shares of Stock (#)				Grant Date Fair Value of Stock and Option Awards ($)(1)
		Estimated Future Payouts Under Non-Equity Incentive Plan							Exercise or Base Price of Option Awards ($/Sh)
Name	Grant Date	Threshold ($)	Target ($)		Maximum ($)				Exercise or Base Price of Option Awards ($/Sh)
Thomas M. Zarrella	N/A 12/22/07	— —	$	137,500 —	$	412,500 —	— —	— 9,359	$	— 95.86	$	— 454,286
Robert W. Woodbury, Jr.	N/A 1/2/08 1/2/08	— — —	$	162,500 — —	$	487,500 — —	— — 5,000	— 25,000 —	$	— 95.86 —	$ $	— 1,213,500 479,300
David W. Keck(2)	N/A 12/22/07	— —		— —	$	1,310,000 —	— —	— 5,912	$	— 95.86	$	— 286,968
Jeffrey J. Ford	N/A 12/22/07	— —	$	43,750 —	$	131,250 —	— —	8,168	$	95.86	$	396,475
John (Rick) Tattersfield	N/A	—	$	43,750	$	131,250	—	8,168	$	95.86	$	396,475
Howard T. Smith(3)	N/A	—		—		—	—	—		—		—
Daniel F. Lyman	N/A 12/22/07	— —	$	22,500 —	$	67,500 —	— —	— 1,167	$	— 95.86	$	— 56,696

(1): Represents the grant-date fair value of stock and option awards as computed under SFAS No. 123(R).
(2): Mr. Keck's annual cash bonus is based on a commission that is earned for orders we receive for polysilicon products and services. Amount reflected in the table under the "Maximum" column represents the maximum amount payable to Mr. Keck under his bonus arrangement.
(3): Mr. Smith's participation in our 2008 management incentive plan terminated upon his separation.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information on each of the awards granted to our named executive officers that were outstanding as of March 31, 2008.

	Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares of Stock That Have Not Vested (#)		Market Value of Shares of Stock That Have Not Vested $
Thomas M. Zarrella	— —	9,359 —	(1)	— —	$	95.86 —	12/22/17 —	—	(2)		—	(2)
Robert W. Woodbury, Jr.	— —	25,000 —	(1)	— —	$	95.86 —	1/2/18 —	— 5,000 —	(3)	$	— 825,900 —	(3)
David W. Keck	10,000 —	8,000 5,912	(1) (1)	— —	$ $	28.14 95.86	7/07/16 12/22/17	— —			— —
Jeffrey J. Ford	3,000 600 —	4,200 840 8,168	(1) (1) (1)	— — —	$ $ $	28.14 28.14 95.86	7/07/16 7/27/16 12/22/17	— — —			— — —
John (Rick) Tattersfield	—	8,168	(1)	—	$	95.86	12/22/17	—			—
Howard T. Smith	—	—		—		—	—	—	(2)		—	(2)
Daniel F. Lyman	4,800 —	6,720 1,167	(1) (1)	— —	$ $	28.14 95.86	7/7/16 12/22/17	— —			— —

(1): Options to purchase 9,359 shares of our common stock were granted to Mr. Zarrella on December 22, 2007, of which ¹/4 vest on December 22, 2008, the first anniversary of the date of grant, and ¹/48 vest each month subsequent to December 22, 2008.
: Options to purchase 25,000 shares of our common stock were granted to Mr. Woodbury on January 2, 2008, of which ¹/4 vest on January 2, 2009, the first anniversary of the date of grant, and ¹/48 vest each month subsequent to January 2, 2009.
: Options to purchase 18,000 shares of our common stock were granted to Mr. Keck on July 7, 2006, of which ¹/3 vested on July 7, 2007, the first anniversary of the date of grant, and ¹/36 vest each month subsequent to July 7, 2007. Options to purchase 5,912 shares of our common stock were granted to Mr. Keck on December 22, 2007, of which ¹/4 vest on December 22, 2008, the first anniversary of the date of grant, and ¹/48 vest each month subsequent to December 22, 2008.
: Options to purchase 7,200 shares of our common stock were granted to Mr. Ford on July 7, 2006, of which ¹/4 vested on July 7, 2007, the first anniversary of the date of grant, and ¹/48 vest each month subsequent to July 7, 2007. Options to purchase 1,440 shares of our common stock were granted to Mr. Ford on July 27, 2006, of which ¹/4 vested on July 27, 2007, the first anniversary of the date of grant, and ¹/48 vest each month subsequent to July 27, 2007. Options to purchase 8,168 shares of our common stock were granted to Mr. Ford on December 22, 2007, of which ¹/4 vest on December 22, 2008, the first anniversary of the date of grant, and ¹/48 vest each month subsequent to December 22, 2008.
: Options to purchase 8,168 shares of our common stock were granted to Mr. Tattersfield on December 22, 2007, of which ¹/4 vest on December 22, 2008, the first anniversary of the date of grant, and ¹/48 vest each month subsequent to December 22, 2008.
: Options to purchase 11,520 shares of our common stock were granted to Mr. Lyman on July 7, 2006, of which ¹/4 vested on July 7, 2007, the first anniversary of the date of grant, and ¹/48 vest each month subsequent to July 7, 2007. Options to purchase 1,167 shares of our common stock were granted to Mr. Lyman on December 22, 2007, of which ¹/4 vest on December 22, 2008, the first anniversary of the date of grant, and ¹/48 vest each month subsequent to December 22, 2008.
(2): In conjunction with the Acquisition, Class B and Class C shares of GT Solar Holdings, LLC were issued to Mr. Zarrella and Class B and Class D shares of GT Solar Holdings, LLC were issued to Mr. Smith as incentive compensation. A portion of these shares are subject to vesting over three- and four-year periods. As a result of these ownership interests, Messrs. Zarrella and Smith are entitled to participate in distributions of GT Solar Holdings, LLC.
(3): The awards shown vest as follows: one quarter of the shares vest on January 2, 2009, the first anniversary of the date of Mr. Woodbury's employment agreement, and ¹/48 of the shares of restricted stock vest at the end of each month subsequent to January 2, 2009.

Option Exercises and Stock Vested

None of our named executive officers exercised any options to purchase shares of common stock or acquired any shares of common stock on vesting of restricted stock during our fiscal year ended March 31, 2008.

Pension Benefits

We do not sponsor or maintain any pension plans.

Non-Qualified Deferred Compensation

We have not adopted any non-qualified defined contribution plans or other deferred compensation plans.

Employment Agreements and Severance Arrangements

Employment Agreements

The following information summarizes the employment agreements for our named executive officers and severance arrangements with one of our former named executive officers.

Thomas M. Zarrella. Under Mr. Zarrella's employment agreement, Mr. Zarrella is entitled to an annual base salary of at least $275,000, as well as participation in our annual bonus plan, health, medical, dental and long-term disability insurance programs, 401(k) participation, eligibility for any long-term incentive plans applicable to senior management, three weeks' paid vacation, and any other benefits generally available to senior management, subject to certain restrictions. In the event of termination by us without "Cause" (as defined in the employment agreement) or by Mr. Zarrella for "Good Reason" (as defined in the employment agreement), Mr. Zarrella would be entitled to twelve months of base salary, health, medical and dental insurance benefits following such termination, subject to certain restrictions, and accrued and unpaid bonus for the year prior to the year in which termination occurs.

Daniel F. Lyman. Under Mr. Lyman's employment agreement, Mr. Lyman is entitled to an annual base salary of at least $150,000 and participation in our annual bonus plan, long-term disability insurance, 401(k) participation, eligibility for any long-term incentive plans applicable to senior management (as determined by the Chief Executive Officer), three weeks' paid vacation, and any other benefits generally available to senior management (except for medical), subject to certain restrictions. In the event of termination by us without "Cause" (as defined in the employment agreement) or by Mr. Lyman for "Good Reason" (as defined in the employment agreement), Mr. Lyman would be entitled to twelve months of base salary, health, medical and dental insurance benefits following such termination, subject to certain restrictions, and accrued and unpaid bonus for the year prior to the year in which termination occurs.

David W. Keck. Under Mr. Keck's employment agreement, Mr. Keck is entitled to an annual base salary of $190,000 and participation in our health, medical, dental and long-term disability insurance programs, 401(k) participation, eligibility for any long-term incentive plans applicable to senior management at the discretion of the board of directors, three weeks' paid vacation, and any other benefits available to employees on terms generally available to senior management. Mr. Keck is also entitled to a commission based on orders we receive for polysilicon products and services. With respect to each order for which a commission is earned, a commission is paid as follows: 15% of Mr. Keck's commission is paid when a deposit is received, 45% is paid when a shipment payment is received and 40% is paid when a final payment is received. Pursuant to his employment agreement, Mr. Keck received a $110,000 relocation payment, which he is required to repay to us on a pro rata basis in the event that he terminates his employment with us prior to the third anniversary of his hire date. In the event of termination by us without "Cause" (as defined in the employment agreement) or by Mr. Keck for "Good Reason" (as defined in the employment agreement), Mr. Keck would be entitled to twelve months of base salary, health, medical and dental insurance benefits following such termination, subject to certain restrictions, and accrued and unpaid salary, bonus and benefits for the year prior to the year in which termination occurs.

Jeffrey J. Ford. Under Mr. Ford's employment agreement, Mr. Ford is entitled to an annual base salary of at least $175,000 and participation in our annual bonus plan, health, medical, dental and long-term disability insurance programs, 401(k) participation, eligibility for any long-term incentive plans applicable to senior management at the discretion of the board of directors, three weeks' paid vacation, and any other benefits available to employees on terms generally available to senior management. Mr. Ford received a $50,000 cash bonus upon the commencement of his employment with us and is also entitled to receive a $25,000 "stay" bonus on the first and second anniversary of his employment date. Mr. Ford also receives reimbursement for certain reasonable expenses with respect to travel and transportation and his placement in China. In the event of termination by us without "Cause" (as defined in the employment agreement) or by Mr. Ford for "Good Reason" (as defined in the employment agreement), Mr. Ford would be entitled to twelve months of base salary, health, medical and dental insurance benefits following such termination, subject to certain restrictions, and accrued and unpaid salary, bonus and benefits for the year prior to the year in which termination occurs.

Robert W. Woodbury. Under Mr. Woodbury's employment agreement, Mr. Woodbury is entitled to an annual base salary of $325,000, participation in our Management Incentive Program, three weeks' paid vacation and other benefits generally available to our senior executive employees, subject to certain limitations. The employment agreement also provides that Mr. Woodbury is entitled to receive 5,000 shares of restricted stock and an option to purchase 25,000 shares of our common stock. In the event of termination by us without "Cause" (as defined in the employment agreement) or by Mr. Woodbury for "Good Reason" (as defined in the employment agreement), Mr. Woodbury would be entitled to twelve months of base salary and health benefits following such termination, subject to certain restrictions.

John (Rick) Tattersfield. Under Mr. Tattersfield's employment agreement, Mr. Tattersfield is entitled to an annual base salary of $175,000, participation in our Management Incentive Program, three weeks' paid vacation and other benefits generally available to our senior executive employees, subject to certain limitations. Mr. Tattersfield will be entitled to a lump-sum retention bonus of $31,250 on each of the four anniversaries of the date of the employment agreement. In addition, Mr. Tattersfield is entitled to receive the cost of the monthly premium up to $1,800 to maintain health insurance coverage under COBRA for a period of 18 months from the date of the employment agreement, and up to $1,200 a month to lease an apartment near our headquarters. In the event of termination by us without "Cause" (as defined in the employment agreement) or by Mr. Tattersfield for "Good Reason" (as defined in the employment agreement), Mr. Tattersfield would be entitled to twelve months of base salary and health benefits following such termination, a pro rata potion of his bonus under the Management Incentive Program and a pro rata portion of his retention bonus, subject to certain restrictions.

Howard Smith. In connection with the separation of our former chief financial officer, Mr. Smith, on October 31, 2007, we agreed to provide Mr. Smith with a severance payment of $500,000. In addition, we agreed to reimburse Mr. Smith's legal fees in connection with his separation, reimburse his tuition, up to a limit of $120,000, should he enroll in an Executive MBA program during the two-year period following his separation, and provide health insurance benefits during the 30 months following his separation, subject to certain restrictions, including Mr. Smith's continued compliance with the Confidentiality and Non-Competition Agreement that we entered into with Mr. Smith on December 30, 2005. Pursuant to the Confidentiality and Non-Competition Agreement, Mr. Smith agreed that he will not, during the period ending on the later of (i) the second anniversary of the Confidentiality and Non-Competition Agreement or (ii) the first anniversary of the date of termination of his employment with us, participate in any business anywhere in the world which engages or which proposes to engage in the manufacture, design, assembly and sale of capital equipment and related services for the solar power industries or any other business conducted by us prior to his termination. In connection with this

separation, Mr. Smith signed a General Release with us, releasing and discharging us from further obligations or liabilities regarding his separation from our company, subject to certain limitations.

Potential Payments Upon Termination

In accordance with the employment agreements described above, our named executive officers may receive certain benefits upon the termination of their employment with us. Mr. Smith would not be entitled to receive any benefits other than as described in the section above, which discusses our agreement with him in connection with his separation. As defined in each named executive officer's employment agreement, the different types of termination are:

1.: termination by us for Cause;
2.: termination by us without Cause;
3.: termination by the named executive officer for Good Reason;
4.: termination by the named executive officer other than for Good Reason;
5.: termination as a result of Disability; and
6.: termination as a result of Death.

Earned Pay. If a named executive officer either (1) is terminated for Cause or (2) terminates his or her employment other than for Good Reason, then the named executive officer forfeits any earned, but unpaid, bonus amounts for the year prior to the year in which the termination takes place. Under each of the other termination scenarios, the named executive officer would still be entitled to receive any remaining unpaid portions of bonuses earned in the year prior to the year in which the termination takes place. Under all of the termination scenarios, the named executive officers would remain entitled to any unpaid, but earned portions of salary and benefits up until the time of termination.

Unvested Equity Awards. Under each of the termination scenarios, the named executive officers would receive the same vesting treatment of equity awards as defined by the terms of the award agreements. Thus, depending on the terms of the equity award agreements for the awards granted to each of the named executive officers, certain of the named executive officers may be entitled to accelerated vesting of certain equity awards if called for by the terms of the award agreements. Presently, however, the equity award agreements for awards granted to our named executive officers do not provide for accelerated vesting upon termination of employment. Therefore, there is no incremental benefit associated with these awards at termination. Also, in accordance with the terms of the named executive officers' employment agreements, if a named executive officer is terminated for Cause, he or she forfeits all unvested equity awards.

Incremental Benefits. In connection with either (1) termination by us for Cause or (2) termination by the named executive officer for Good Reason, the named executive officer would receive benefits equal to one year's salary and a continuation of benefits for the period of one year. In connection with termination of employment as a result of disability or death, the named executive officer would be entitled to receive a bonus payment at target for the year in which the termination takes places, prorated by the portion of the year elapsed until the termination date.

The following table shows the incremental benefits that would be received by the named executive officers under the various termination scenarios if their termination had occurred on March 31, 2008.

	For Cause			Without Cause or For Good Reason						Death or Disability		Change in Control and Termination Without Cause Within Twelve Months
Name	Total(1)			1 Year Salary		1 Year Continued Benefits		Total		Total(2)		Total
Thomas M. Zarrella	$	(897,154	)	$	275,000	$	14,423	$	289,423	$	137,500		—
Robert W. Woodbury, Jr.		(2,396,500	)		325,000		22,398		347,398		36,250	$	206,475	(3)
David W. Keck		(1,073,244	)		190,000		26,002		216,002		88,650		—
Jeffrey J. Ford		(985,592	)		175,000		21,307		196,307		43,750		—
John (Rick) Tattersfield		(782,984	)		175,000		11,509		186,509		27,764		—
Daniel F. Lyman		(436,041	)		150,000		5,075		155,075		22,271		—

(1): Represents the forfeiture of equity awards. Amounts set forth in the table reflect the grant-date fair value of option awards under SFAS 123(R).
(2): Represents earned but unpaid bonus for the fiscal year ended March 31, 2008. The amount set forth in the table reflects 100% of the target bonus because this table assumes that the named executive officers were terminated as of the last day of the fiscal year and we had not yet determined the amount of the bonuses payable to our named executive officers under the annual cash bonus plan for the fiscal year ended March 31, 2008.
(3): Represents the vesting of one quarter of Mr. Woodbury's restricted stock awards in accordance with the terms of his restricted stock agreement.

In connection with the separation of our former chief financial officer, Mr. Smith, on October 31, 2007, we paid Mr. Smith a severance payment of $500,000, benefits continuation of $4,837 and accrued and unpaid vacation of $9,816. In addition, we reimbursed him for $7,500 in legal fees incurred in connection with his separation. In addition, we agreed pay for Mr. Smith's tuition should he enroll in an Executive MBA program during the two-year period following his separation, up to a maximum reimbursement of $120,000, and provide health insurance benefits during the 30 months following his separation. Through March 31, 2008, we paid Mr. Smith $30,740 of tuition reimbursement.

Director Compensation

We anticipate that upon the closing of this offering, directors who are also our employees or affiliated with GFI will receive no compensation for serving as directors. Our non-employee director who is not affiliated with GFI receives fees pursuant to the board service fee schedule. The board service fee schedule provides for an annual member fee of $30,000, an annual fee for service on the audit committee of $7,500, plus $7,500 of annual supplemental fees prior to this offering, an annual fee for service on the compensation committee of $5,000, plus $5,000 of annual supplemental fees prior to this offering, and an annual fee for service on the governance and nominating committee of $5,000, plus $5,000 of annual supplemental fees prior to the offering. The board service fee schedule provides for the following fees (instead of, and not in addition to, the committee membership fees noted above) for any chairs of the committees who are not our employees or affiliated with GFI: the chair of the audit committee receives an annual fee of $15,000, plus $15,000 of annual supplemental fees prior to this offering, the chair of the compensation committee receives an annual fee of $10,000, plus $10,000 of annual supplemental fees prior to this offering, and the chair of the governance and nominating committee receives an annual fee of $10,000, plus $10,000 of annual supplemental fees prior to this offering. The annual maximum fee for board service is $75,000. Following this offering, non-employee directors will continue to receive compensation pursuant to the board service fee schedule, as may be adjusted from time to time. We also expect to reimburse all directors for reasonable out-of-pocket expenses they incur in connection with their service as directors. Our directors will also be eligible to

receive stock options and other equity-based awards when, as and if determined by the compensation committee, pursuant to the terms of our 2006 Plan.

The following table summarizes compensation paid to our non-employee directors in the fiscal year ended March 31, 2008.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)	Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation ($)	Total ($)
J. Bradford Forth		—	—		—	—	—	—		—
Ernest L. Godshalk	$	75,000	—	$	324,590	—	—	—	$	399,590
Richard K. Landers		—	—		—	—	—	—		—

(1): Represents the dollar value amount recognized for financial statement reporting purposes with respect to the fiscal year ended March 31, 2008, under SFAS No. 123(R), except that no estimate of forfeitures is made. On December 21, 2007, Mr. Godshalk was granted an option to purchase 2,188 shares of our common stock at an exercise price of $95.86 per share. The grant date fair value of these options calculated in accordance with SFAS No. 123(R) was $112,507. On July 27, 2006, Mr. Godshalk was granted an option to purchase 11,520 shares of our common stock at an exercise price of $28.14 per share. As of March 31, 2008, Mr. Godshalk held options to purchase an aggregate of 13,708 shares of our common stock. All of these options vest if Mr. Godshalk is removed from our board of directors within one year following a change of control.

All of our directors are reimbursed for out-of-pocket expenses incurred in connection with attending all board and other committee meetings.

Protection of Trade Secrets, Nonsolicitation and Confidentiality Agreements

Our intellectual property strategy is focused on developing and protecting proprietary know-how and trade secrets, which are maintained through employee and third-party confidentiality agreements and physical security measures. We have a formalized intellectual property process which requires a quarterly review of intellectual property management from technical, marketing and legal perspectives. Our personnel, including our research and development personnel, enter into confidentiality and non-disclosure agreements and non-competition agreements with us. These agreements address intellectual property protection issues and require our employees to assign to us all of the inventions, designs and technologies they develop during the course of their employment with us. We also generally require our customers and business partners to enter into confidentiality agreements before we discloses any sensitive aspects of our technology or business plans.

Director and Officer Indemnification and Limitation on Liability

Our certificate of incorporation provides that, to the fullest extent permitted by the Delaware General Corporation Law and except as otherwise provided in our by-laws, none of our directors shall be liable to us or our stockholders for monetary damages for a breach of fiduciary duty. In addition, our certificate of incorporation provides for indemnification of any person who was or is made, or threatened to be made, a party to any action, suit or other proceeding, whether criminal, civil, administrative or investigative, because of his or her status as a director or officer of GT Solar, or service as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at our request to the fullest extent authorized under the Delaware General Corporation Law against all expenses, liabilities and losses reasonably incurred by such person. Further, our certificate of incorporation provides that we may purchase and maintain insurance on our own behalf and on behalf of any other person who is or was a director, officer or agent of GT Solar or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

PRINCIPAL AND SELLING STOCKHOLDERS

Beneficial Ownership

The table below sets forth information with respect to the beneficial ownership of our common stock by:

•: each person or entity known by us to beneficially own five percent or more of our common stock;
•: each of our directors and named executive officers; and
•: all of our directors and executive officers as a group.

The following table lists the number of shares and percentage of shares beneficially owned based on shares of common stock outstanding as of March 1, 2008, and as adjusted to reflect the sale by the selling stockholders in this offering, assuming no exercise of the underwriters' over allotment option. The information set forth below gives effect to a -to-one stock split to be effected prior to the completion of this offering, based on an assumed initial public offering price of $ per share, which is the mid-point of the range set forth on the cover page of this prospectus. Any increase or decrease in the initial public offering price as compared to the assumed initial public offering price will change the relative ownership percentages of such members, but will not change the aggregate number of shares outstanding immediately following the completion of this offering.

Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held. Shares of our common stock subject to options currently exercisable or exercisable within 60 days of March 1, 2008, are deemed outstanding and beneficially owned by the person holding such options for purposes of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons or entities named have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

	Shares of Our Common Stock Beneficially Owned Prior to the Offering
				Shares of Our Common Stock Beneficially Owned After the Offering
			Shares of Our Common Stock Being Sold in the Offering
Name
Name	Number	Percentage		Number	Percentage
Five Percent Stockholders:
GT Solar Holdings, LLC(1)
Directors and Executive Officers:
J. Bradford Forth(2)
Ernest L. Godshalk
Richard K. Landers(3)
Thomas M. Zarrella
Robert W. Woodbury, Jr.
David W. Keck
Jeffrey J. Ford
John (Rick) Tattersfield
Howard T. Smith
Daniel F. Lyman
All directors and executive officers as a group (9 persons)

*: Denotes less than one percent.

100

(1): OCM/GFI Power Opportunities Fund II, L.P., or the "Main Fund," and OCM/GFI Power Opportunities Fund II (Cayman), L.P., or the "Cayman Fund," are the managing members of GT Solar Holdings, LLC. We refer to the Main Fund and the Cayman Fund, collectively, as the "OCM/GFI Funds." Each of GFI Energy Ventures, LLC, or "GFI," and Oaktree Capital Management, LLC, or "OCM," is an ultimate general partner of each of the OCM/GFI Funds. As a result, each of the OCM/GFI Funds, GFI and OCM may be deemed to have beneficial ownership of the shares owned by GT Solar Holdings, LLC. Voting and investment power with respect to securities owned by the OCM/GFI Funds is exercised by a four-person committee, composed of two representatives of GFI (any of Messrs. Lawrence D. Gilson, Richard K. Landers, Ian A. Schapiro and Andrew G. Osler) and two representatives of OCM (Messrs. Stephen A. Kaplan and Michael P. Harmon). The OCM/GFI Funds, GFI and OCM expressly disclaim beneficial ownership of the shares held by GT Solar Holdings, LLC, except to the extent of their respective pecuniary interests therein. The address for each of GT Solar Holdings, LLC, GFI, the OCM/GFI Funds and Messrs. Landers and Forth is c/o GFI Energy Ventures LLC, 11611 San Vicente Blvd., Suite 710, Los Angeles, California 90049. The address for OCM is 333 South Grand Avenue, 28th floor, Los Angeles, California 90071.
(2): By virtue of being a partner of GFI, Mr. Forth may be deemed to have or share beneficial ownership of shares beneficially owned by GFI. Mr. Forth expressly disclaims beneficial ownership of such shares, except to the extent of his direct pecuniary interest therein. Mr. Forth also expressly disclaims beneficial ownership of any shares held by the OCM/GFI Funds or GT Solar Holdings, LLC, except to the extent of his pecuniary interest therein. See Note 1.
(3): By virtue of being a founding partner of GFI, Mr. Landers may be deemed to have or share beneficial ownership of shares beneficially owned by GFI. Mr. Landers expressly disclaims beneficial ownership of such shares except to the extent of his direct pecuniary interest therein. Mr. Landers also expressly disclaims beneficial ownership of any shares held by the OCM/GFI Funds or GT Solar Holdings, LLC, except to the extent of his pecuniary interest therein. See Note 1.

Material Relationships with Selling Stockholders

See "Certain Relationships and Related Transactions" for a description of other material relationships between us and the selling stockholders.

101

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Acquisition by GT Solar Holdings, LLC

Effective January 1, 2006, GT Solar Incorporated (formerly known as GT Equipment Technologies, Inc.), was acquired by GT Solar Holdings, LLC, or "Holdings." The Acquisition was effected through the merger of Glow Merger Corporation, a newly formed wholly owned subsidiary of Holdings, with and into GT Solar Incorporated, with GT Solar Incorporated being the surviving corporation. In connection with the merger, each of the existing stockholders of GT Solar Incorporated (other than the rollover stockholders named below) received $106.94 per share on account of their common stock. Certain of the existing stockholders of GT Solar Incorporated reinvested a portion of the proceeds they would have otherwise received in the merger by receiving Class A shares of Holdings.

The table below sets forth for each rollover stockholder the dollar amount of equity value reinvested into Class A shares, the number of Class A shares received on account of such investment and the aggregate value of such Class A shares (based on an assumed initial public offering price of $ per share, which is the mid-point of the range set forth on the cover page of this prospectus).

Rollover Stockholder	Aggregate Equity Value Reinvested		Aggregate Number of Class A Shares
Kedar P. Gupta.	$	6,924,472	1,021,866.2
Jonathan A. Talbott.		2,256,578	333,010.4
Thomas M. Zarrella		1,175,662	173,496.2
RBC Energy Fund Investments, LP		5,000,000	737,865.8

At the time of the Acquisition, each of Messrs. Gupta, Talbott and Zarrella served as an executive officer of GT Solar Incorporated. In addition, each of Messrs. Gupta, Talbott and RBC Energy Fund Investments, LP owned greater than 10% of the outstanding capital stock of GT Solar Incorporated.

In connection with the Acquisition, GT Solar Incorporated issued a senior secured promissory note in favor of certain shareholders of Holdings in the aggregate amount of $15.0 million. The proceeds from the issuance of the promissory note were used to fund part of the consideration in the Acquisition. The terms of this note provided for monthly payments of interest at the LIBOR rate plus 3.25%, and for full payment of the principal amount upon the maturity date of April 30, 2006. The lenders under this note were OCM/GFI Power Opportunities Fund II, L.P. (the "Main Fund") (88.8%) and OCM/GFI Power Opportunities Fund II (Cayman), L.P. (the "Cayman Fund") (11.1%).

102

The following chart illustrates our corporate structure as of January 1, 2006 after giving effect to the Acquisition:

Reorganization Merger

The issuer of the common stock in this offering, GT Solar International, Inc., was originally incorporated on September 27, 2006 as a wholly owned, direct subsidiary of Holdings. On September 28, 2006, the GT Solar International, Inc. entered into the Agreement and Plan of Merger with GT Solar Incorporated and GT Solar Merger Corp., a newly formed wholly owned subsidiary of GT Solar International, Inc., pursuant to which GT Solar Merger Corp. was merged with and into GT Solar Incorporated, with GT Solar Incorporated continuing as the surviving corporation in the merger (the "Reorganization Merger"). In the Reorganization Merger, each outstanding share of common stock of GT Solar Incorporated was converted into one share of common stock of GT Solar International, Inc., and each outstanding option to acquire a share of common stock of GT Solar Incorporated was converted into an option to acquire one share of common stock of GT Solar International, Inc. As a result of the Reorganization Merger, GT Solar International, Inc. issued 8,370,000 shares of common stock. Immediately following, and as a result of, the Reorganization Merger, GT Solar Incorporated became a wholly owned, direct subsidiary of the GT Solar International, Inc. GT Solar International, Inc. is a direct subsidiary of Holdings. The Reorganization Merger was effected to facilitate a proposed admission for trading of the common stock of GT International on the AIM, a market operated by the London Stock Exchange. The proposed admission was abandoned in November 2006.

103

The following chart illustrates our current corporate structure which gives effect to the Reorganization Merger.

Letter of Credit Facility

On December 29, 2005, GT Solar Holdings, LLC's majority shareholder began to issue letters of credit on behalf of GT Solar in favor of third parties. The first of these letters of credit was issued to backstop letters of credit issued by us under a credit facility we had prior to the Acquisition. The remaining letters of credit were for the specific purpose of satisfying our contractual obligations to our customers. The last of these letters of credit expired on January 9, 2007.

Senior Secured Exchangeable Promissory Note

On April 1, 2006, GT Solar Incorporated (formerly known as GT Equipment Technologies, Inc.) issued a promissory note, in the initial nominal amount of $15.0 million, in favor of the Main Fund, Kedar P. Gupta, Thomas M. Zarrella and each of the other Class A shareholders of GT Solar Holdings, LLC. The note was guaranteed by the issuer's parent company, GT Solar Holdings, LLC, and the issuer's wholly-owned subsidiary, GT Equipment Holdings, Inc., and was secured by the assets and undertakings of GT Solar Incorporated, GT Solar Holdings, LLC and GT Equipment Holdings, Inc. The note accrued interest at 14% per annum, with a minimum of 8% payable in cash. The note had a scheduled maturity of September 15, 2008. The net proceeds from the issuance of this note were used

104

to repay the senior secured promissory note of $15.0 million that was issued in connection with the Acquisition, and was otherwise schedule to mature on April 30, 2006. The original note was issued by Glow Merger Corporation, which was merged with and into GT Solar Incorporated, with GT Solar Incorporated being the surviving corporation. In connection with the repayment of the original note, the Main Fund and the Cayman Fund received approximately $3.6 million and $0.5 million, respectively. Upon the election of the holders of two-thirds of the then outstanding nominal amount of the note, the note was exchangeable for Class A shares in GT Solar Holdings, LLC pursuant to an associated Exchange Agreement by and among GT Solar Holdings, LLC, GT Solar Incorporated and the lenders under the note. We repaid this note in full on April 23, 2007, using cash from operations and terminated the Exchange Agreement.

Registration Rights Agreement

Pursuant to the Registration Rights Agreement, by and among GT Solar Incorporated, GT Solar Holdings, LLC, OCM/GFI Power Opportunities Fund II, L.P. and the other shareholders of GT Solar Holdings, LLC, the holders of a majority of the shares issued to OCM/GFI Power Opportunities Fund II, L.P. in respect of its shareholdings in GT Solar Holdings, LLC, have the right, on either a certain number or an unlimited number of occasions depending on the form of registration to be used, to demand that we register shares of our common stock under the Securities Act, subject to certain limitations. In addition, those holders that hold 5% or more of the shares of our common stock are entitled to piggyback registration rights with respect to the registration of the shares of our common stock. In the event that we propose to register any shares under the Securities Act either for our account or for the account of any of our stockholders, the holders of shares of our common stock having piggyback registration rights are entitled to receive notice of such registration and to include additional shares of our common stock in any such registration, subject to certain limitations.

These registration rights are subject to conditions and limitations, among them the right of the underwriters of an offering to limit the number of shares of our common stock held by such stockholders to be included in such registration. We are generally required to bear all expenses of such registration (other than underwriting discounts and commissions). Registration of any of the shares of our common stock held by stockholders with registration rights would result in such shares becoming freely tradable without restriction under the Securities Act during any period other than that commencing seven days before the effective date of such registration and ending 180 days thereafter.

Transactions with Related Companies

We held a 10% equity ownership interest in GT Global, LLC through January 2007. GT Global, LLC is an international trading company established to supply equipment and parts to Yingli Group Co., Ltd. During the fiscal year ended March 31, 2006 (combined), we sold spare parts for our DSS furnaces to GT Global, LLC totaling approximately $88,000. We transferred our interest in GT Global, LLC to a nominee of Yingli Group Co., Ltd. for no consideration based on our determination that our interests in the entity had no value. We believe that all transactions with GT Global, LLC were executed on an arms-length basis.

We had previously invested $1,500,000 in SC Fluids, Inc., a company partially owned by Dr. Kedar P. Gupta who also served as their Chairman of the Board. After making our investment, we had provided, for a fee, periodic administrative and accounting support services. During the fiscal year ended March 31, 2005, we provided such services to SC Fluids, Inc., for which we earned approximately $228,000. During the fiscal year ended March 31, 2005, we learned that SC Fluids, Inc. was not able to obtain needed financing and had defaulted on its debt obligations. At that time, we determined that all amounts due from SC Fluids, Inc. were uncollectible and we wrote off the entire balance due of $161,000. We also wrote off our investment of $1,500,000 in SC Fluids, Inc. at this time. During the

105

fiscal year ended March 31, 2005, SC Fluids, Inc. ceased operations with no amounts distributed to shareholders.

During the period from January 1, 2006 to October 31, 2007, our Chief Financial Officer was Mr. Howard T. Smith. Prior to joining us, Mr. Smith was engaged by us as a consultant through the firm of Chartworth LLC, or Chartworth, which was 27.5% owned by Mr. Smith. The fees to Chartworth from May 1, 2005 to December 31, 2005 amounted to approximately $190,000 and were for the services of both Mr. Smith and for Mr. Paul Beaulieu who owns 25% of Chartworth. The fees to Chartworth subsequent to January 1, 2006 amounted to approximately $151,000 and were for services performed by Mr. Beaulieu who in turn joined us as a vice president on March 5, 2007.

Retirement Agreement with Kedar P. Gupta

In connection with the retirement of our former chief executive officer, Dr. Kedar P. Gupta on December 31, 2006, we agreed to provide Dr. Gupta with twenty-four (24) months of continued compensation, including base salary and health, welfare and fringe benefits, subject to offset by amounts received by Dr. Gupta as salary in the event he gains subsequent employment elsewhere. Pursuant to a Confidentiality and Non-Competition Agreement that we entered into with Dr. Gupta on December 31, 2005, Dr. Gupta agreed that he will not, during the period ending on the later of (i) the third anniversary of the Confidentiality and Non-Competition Agreement and (ii) the second anniversary of the date of termination of his employment with us, participate in any business anywhere in the world which engages or which proposes to engage in the manufacture, design, assembly and sale of capital equipment and related services for the solar power industries or any other business conducted by us prior to his termination. In connection with Dr. Gupta's retirement, we agreed to consider waiving specific aspects of his Confidentiality and Non-Competition Agreement with us and potentially license certain technologies to Dr. Gupta on terms we consider commercially reasonable. In addition, we agreed to, at Dr. Gupta's request and on reasonable commercial terms to be negotiated in good faith, sublicense to Dr. Gupta certain of the technology licensed by us from the National Renewable Energy Laboratory and waive certain provisions of his Confidentiality and Non-Competition Agreement to the extent necessary to permit Dr. Gupta to pursue projects related to reflectometers, which are instruments for measuring the reflectance of a surface. In connection with his retirement, Dr. Gupta signed a general release on December 21, 2006, releasing and discharging us from further obligations or liabilities arising out of or connected with his employment with or separation or termination from our company, subject to certain limitations.

Payments to Holders of GT Solar Holdings, LLC Shares

GT Solar Holdings, LLC will use the net proceeds from this offering to make payments in respect of its Class A, Class B, Class C and Class D shares in an estimated aggregate amount equal to $ million, based on an assumed initial public offering price of $ per share, the midpoint in the range set forth on the cover of this prospectus. These payments will be made to holders of Class A, Class B, Class C and Class D shares in accordance with the limited liability company agreement of GT Solar Holdings, LLC. These holders elected to receive the payments in cash, shares of our common stock or a combination of cash and shares of our common stock. The following table sets forth the cash, the shares of common stock and the aggregate value of the payments and shares of our common stock (based upon an assumed initial public offering price of $ per share, the midpoint in the range set forth on the cover of this prospectus) to be received by related persons, including the OCM/

106

GFI Funds, an executive officer, former executive officers and a former director, all of whom are shareholders of GT Solar Holdings, LLC.

Name	Cash Payment	Aggregate Value of the Payment and Shares of Our Common Stock
OCM/GFI Power Opportunities Fund II, L.P.	$	$
OCM/GFI Power Opportunities Fund II (Cayman), L.P.
Thomas M. Zarrella President, Chief Executive Officer and Director
Howard T. Smith Former Chief Financial Officer
Kedar P. Gupta Former Chief Executive Officer and Former Director
Jonathan A. Talbott Former Executive Vice President of Research and Business Development

Statement of Policy Regarding Transactions with Related Persons

Prior to the completion of this offering, our board of directors will adopt a statement of policy regarding transactions with related persons, which we refer to as our "related person policy." Our related person policy requires that a "related person" (as defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our General Counsel any "related person transaction" (defined as any transaction that is reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. Our General Counsel will then promptly communicate that information to the board of directors. No related person transaction will be consummated or will continue without the approval or ratification of the board of directors or any committee of the board of directors consisting exclusively of at least three disinterested directors. No "related person transaction" will be approved or ratified unless the board or committee, as applicable, determines that such transaction is on terms that are at least as favorable to us as those available from third parties. It is our policy that, except as provided in our amended and restated certificate of incorporation, directors interested in a related person transaction will recuse themselves from any vote of a related person transaction in which they have an interest.

107

DESCRIPTION OF CAPITAL STOCK

General Matters

Our total amount of authorized capital stock is 100,000,000 shares of common stock, $0.01 par value per share, and 5,000,000 shares of preferred stock, $.01 par value per share. Upon completion of the offering, shares of common stock will be issued and outstanding and no shares of preferred stock will be outstanding. The discussion set forth below describes the most important terms of our capital stock, certificate of incorporation and by-laws as will be in effect upon completion of this offering. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description you should refer to our certificate of incorporation and by-laws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part.

Common Stock

All of our outstanding common stock is fully paid and nonassessable. Prior to this offering, all of our outstanding shares of common stock were held of record by GT Solar Holdings, LLC and one of our employees. Set forth below is a brief discussion of the principal terms of our common stock:

Dividend Rights. Subject to preferences that may apply to shares of preferred stock outstanding at the time, holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available at the times and in the amounts as the board of directors may from time to time determine. For more information, see "Dividend Policy."

Voting Rights. Each outstanding share of our common stock is entitled to one vote on all matters submitted to a vote of stockholders.

Preemptive or Similar Rights. Our common stock is not entitled to preemptive or other similar subscription rights to purchase any of our securities.

Conversion Rights. Our common stock is not convertible.

Right to Receive Liquidation Distributions. Upon our liquidation, dissolution or winding up, the holders of our common stock are entitled to receive pro rata our assets which are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of preferred stock then outstanding.

Nasdaq Listing. We have applied to have our common stock listed on the Nasdaq Global Market under the symbol "SOLR."

Preferred Stock

Our board of directors may, without further action by our stockholders, from time to time, direct the issuance of up to 5,000,000 shares of preferred stock in series and may, at the time of issuance, determine the rights, preferences and limitations of each series. Satisfaction of any dividend preferences of outstanding shares of preferred stock would reduce the amount of funds available for the payment of dividends on shares of common stock. Holders of shares of preferred stock may be entitled to receive a preference payment in the event of our liquidation, dissolution or winding-up before any payment is made to the holders of shares of common stock. Under specified circumstances, the issuance of shares of preferred stock may render more difficult or tend to discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of our securities or the removal of incumbent management. Upon the affirmative vote of a majority of the total number of directors then in office, the board of directors, without stockholder approval, may issue shares of preferred stock with voting and conversion rights which could adversely affect the holders of shares of

108

common stock. Upon consummation of the offering, there will be no shares of preferred stock outstanding, and we have no present intention to issue any shares of preferred stock.

Options

As of March 31, 2008, options to purchase a total of 384,267 shares of common stock were outstanding. As March 31, 2008, options to purchase a total of 245,733 shares of our common stock were reserved for future issuance under our stock option plan. Following the completion of this offering, we intend to file one or more registration statements on Form S-8 under the Securities Act to register an aggregate of shares of our common stock that may be issued under our stock option plans.

Registration Rights

After completion of this offering, holders of approximately million shares of our common stock will be entitled to certain rights with respect to the registration of such shares under the Securities Act. See "Certain Relationships and Related Transactions" for a description of the Registration Rights Agreement we have entered into with our principal stockholders.

Anti-takeover Effects of our Certificate of Incorporation and By-laws

Our certificate of incorporation and by-laws contain certain provisions that are intended to enhance the likelihood of continuity and stability in the composition of the board of directors and which may have the effect of delaying, deferring or preventing a future takeover or change in control of the company unless such takeover or change in control is approved by the board of directors.

Removal and Appointment of Directors. Our certificate of incorporation provides that our directors may only be removed by the affirmative vote of the holders of two-thirds of the shares of our capital stock entitled to vote. In addition, provisions of our certificate of incorporation and bylaws authorize the board of directors to fill vacant directorships or increase the size of the board of directors pursuant to a resolution adopted by a majority of the board of directors. These provisions may deter a stockholder from removing incumbent directors and simultaneously gaining control of the board of directors by filling the vacancies created by this removal with its own nominees.

Action by Written Consent; Special Meetings of Stockholders. Our certificate of incorporation provides that stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. Our certificate of incorporation and the by-laws provide that, except as otherwise required by law, special meetings of the stockholders can only be called by the chairman of the board or our chief executive officer, or pursuant to a resolution adopted by a majority of the board of directors. Stockholders are not permitted to call a special meeting or to require the board of directors to call a special meeting.

Advance Notice Procedures. Our by-laws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to the board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our Secretary timely written notice, in proper form, of the stockholder's intention to bring that business before the meeting.

In the case of an annual meeting of stockholders, notice by a stockholder, in order to be timely, must be received at our principal executive offices not less than 90 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. In the event that the annual meeting is called for a date that is not within 30 days before or 60 days after the anniversary date, in order to be

109

timely, notice by a stockholder must be received not later than the later of 90 days prior to the annual meeting of stockholders or the tenth day following the date on which notice of the annual meeting was mailed or public disclosure of the date of the annual meeting was made.

In the case of a special meeting of stockholders called for the purpose of electing directors, notice by the stockholder, in order to be timely, must be received not later than the tenth day following the date on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made.

Although the by-laws do not give the board of directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the by-laws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or defer a potential acquiror from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of the company.

Authorized but Unissued Shares. Our authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of a majority of our common stock by means of a proxy contest, tender offer, merger or otherwise.

Anti-takeover Effects of Delaware Law

We are subject to the provisions of Section 203 of the Delaware General Corporation Law. Section 203 provides that, subject to exceptions specified therein, an "interested stockholder" of a Delaware corporation shall not engage in any "business combination," including general mergers or consolidations or acquisitions of additional shares of the corporation, with the corporation for a three-year period following the time that such stockholder becomes an interested stockholder unless:

•: prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
•: upon consummation of the transaction which resulted in the stockholder becoming an "interested stockholder," the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding specified shares); or
•: on or subsequent to such time, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66²/3% percent of the outstanding voting stock not owned by the interested stockholder.

Under Section 203, the restrictions described above also do not apply to specified business combinations proposed by an interested stockholder following the announcement or notification of one of specified transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation's directors, if such transaction is approved or not opposed by a majority of the directors who were directors prior to any person becoming an interested stockholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors.

110

Except as otherwise specified in Section 203, an "interested stockholder" is defined to include:

•: any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and
•: the affiliates and associates of any such person.

Under some circumstances, Section 203 makes it more difficult for a person who would be an interested stockholder to effect various business combinations with a corporation for a three-year period.

Corporate Opportunities and Transactions with GFI

In recognition that directors, officers, stockholders, members, managers and/or employees of GFI and its affiliates and investment funds (each referred to in this prospectus as a GFI Entity and collectively as the GFI Entities) may serve as our directors and/or officers and that the GFI Entities may engage in similar activities or lines of business that we do, our certificate of incorporation will provide for the allocation of certain corporate opportunities between us and the GFI Entities. Specifically, none of the GFI Entities or any director, officer, stockholder, member, manager or employee of a GFI Entity has any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business that we do. In the event that any GFI Entity acquires knowledge of a potential transaction or matter which may be a corporate opportunity for itself and us, we will not have any expectancy in such corporate opportunity, and the GFI Entity will not have any duty to communicate or offer such corporate opportunity to us and may pursue or acquire such corporate opportunity for itself or direct such opportunity to another person. In addition, if a director or officer of us who is also a director, officer, member, manager or employee of any GFI Entity acquires knowledge of a potential transaction or matter which may be a corporate opportunity for us and a GFI Entity, we will not have any expectancy in such corporate opportunity unless such corporate opportunity is expressly offered to such person solely in his or her capacity as a director or officer of us.

In recognition that we may engage in material business transactions with the GFI Entities from which we are expected to benefit, our certificate of incorporation will provide that any of our directors or officers who are also directors, officers, stockholders, members, managers and/or employees of any GFI Entity will have fully satisfied and fulfilled his or her fiduciary duty to us and our stockholders with respect to such transaction, if:

•: the transaction was approved, after being made aware of the material facts of the relationship between us and the GFI Entity and the material terms and facts of the transaction, by (1) an affirmative vote of a majority of the members of our board of directors who do not have a material financial interest in the transaction or (2) an affirmative vote of a majority of the members of a committee of our board of directors consisting of members who do not have a material financial interest in the transaction; or
•: the transaction was fair to us at the time we entered into the transaction; or
•: the transaction was approved by an affirmative vote of the holders of a majority of shares of our common stock entitled to vote, excluding the GFI Entities and any holder who has a material financial interest in the transaction.

These provisions of our certificate of incorporation are permitted by Section 122 of the Delaware General Corporation Law, and, accordingly, we and all of our stockholders will be subject to it. Any

111

amendment to the foregoing provisions of our certificate of incorporation will require the affirmative vote of at least 66²/3% of the voting power of all shares of our common stock then outstanding.

Terminated Private Placement

Beginning in August 2006, we initiated a process under which we sought admission of our shares of common stock for trading on the AIM, a market operated by the London Stock Exchange, and in connection therewith, we and certain of our stockholders sought to sell shares of our common stock in an offering not subject to the registration requirements of the Securities Act. In connection with that offering, offers were made to certain U.S. Persons (as defined in Regulation S) on a private placement basis in reliance upon Rule 144A under the Securities Act. Both the proposed admission for trading of our common stock on the AIM and the associated offering were abandoned in November 2006 and any offers to buy shares of our common stock were rejected and not otherwise accepted. This prospectus supercedes any offering materials that were used in such proposed offering.

Transfer Agent and Registrar

Upon completion of this offering, our transfer agent and registrar for our common stock will be .

112

DESCRIPTION OF PRINCIPAL INDEBTEDNESS

New Credit Facility

In early 2008, we began discussions with certain banks (including affiliates of certain of the underwriters in this offering) regarding the possibility of a new credit facility. The primary purpose of the new credit facility would be to issue standby letters of credit against customer deposits rather than collateralizing customer deposits with restricted cash. As a result, this new credit facility would enable us to reduce or eliminate the restrictions on our cash balances, which would then be available, among other things, to pay the anticipated dividend to our existing stockholders, including GT Solar Holdings, LLC, prior to the completion of this offering. The terms and conditions of any new credit facility have not been finalized at this time.

Prior Senior Secured Revolving Credit Facility

On April 23, 2007, we and our domestic subsidiaries, each as a borrower, entered into a senior secured revolving credit facility with Citizens Bank New Hampshire, as administrative agent and a lender, and the other lenders named therein. The senior credit facility provided for a revolving facility of up to $40.0 million, subject to covenant compliance, sublimits and allowances. As of April 23, 2007, we had approximately $38.3 million of outstanding letters of credit and no outstanding borrowings. In September 24, 2007, we elected to terminate this senior credit facility and collateralized approximately $68.4 million in letters of credit then outstanding under the senior credit facility with restricted cash. Since September 24, 2007, we have been issuing standby letters of credit on a cash collateralized basis.

Prior Loan and Security Agreements

On April 28, 2006, we entered into a loan and security agreement with Silicon Valley Bank, as lender, pursuant to which it agreed to provide us a $15 million revolving credit facility; provided, however, that drawdowns under such facility and the $15 million revolving credit facility under our other loan agreement described below could not exceed $15 million in the aggregate. Concurrently, we entered into a separate loan and security agreement with Silicon Valley Bank, as lender, pursuant to which Silicon Valley Bank agreed to provide to us a $15 million revolving credit facility guaranteed by the Export-Import Bank of the United States, which may be drawn down in the form of cash advances or letters of credit. These agreements were terminated on April 20, 2007, in connection with the execution of the senior credit facility.

Senior Secured Exchangeable Promissory Note

See "Certain Relationships and Related Transactions—Senior Secured Exchangeable Promissory Note" for a description of the senior secured exchangeable promissory note. This note was repaid on April 23, 2007.

113

SHARES OF OUR COMMON STOCK ELIGIBLE FOR FUTURE SALE

We cannot predict the effect, if any, that market sales of shares or the availability of any shares for sale will have on the market price of our common stock. Sale of substantial amounts of our common stock, or the perception that such sales could occur, may adversely affect the market price of our common stock.

Upon completion of the offering, we will have a total of shares of common stock outstanding. All of the shares sold in the offering will be freely tradeable without restriction or further registration under the Securities Act by persons other than our "affiliates." Under the Securities Act, an "affiliate" of a company is a person that directly or indirectly controls, is controlled by or is under common control with that company.

The remaining shares of common stock will be "restricted securities," as defined in Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration, including the exemptions contained in Rules 144 and 144(k) promulgated under the Securities Act, which rules are summarized below. Upon expiration of the lock-up agreements described under "—Lock-up Agreements," 180 days after the date of this prospectus, all of these shares will be eligible for sale in the public market under Rule 144 or Rule 144(k).

Rule 144

In general, under Rule 144, beginning 90 days after this offering, a person (or persons whose common stock is required to be aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned our common stock for at least six months would be entitled to sell those shares. An affiliate of ours who has held our common stock for at least six months would be entitled to sell in any three-month period a number of shares that does not exceed the greater of:

•: 1% of then outstanding shares, which will equal approximately shares immediately after consummation of this offering; or
•: the average weekly trading volume in our shares on the Nasdaq Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such a sale, subject to restrictions.

To the extent that our affiliates sell their common stock, other than pursuant to Rule 144 or a registration statement, the purchaser's holding period for the purpose of effecting a sale under Rule 144 commences on the date of transfer from the affiliate. Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

Options and Equity Awards

As of March 31, 2008, options to purchase a total of 384,267 shares of our common stock were outstanding. Following the completion of this offering, we intend to file one or more registration statements on Form S-8 under the Securities Act to register common stock issued or reserved for issuance under our Plan. Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly, shares registered under such registration statement will be available for sale in the open market, unless such shares are subject to vesting restrictions with us or the lock-up restrictions described below. We expect that the registration statements on Form S-8 will cover shares. Shares of our common stock issued upon the exercise of stock options after the effective date of the Form S-8 registration statement will be eligible for resale in the public market without

114

restriction, subject to Rule 144 limitations applicable to affiliates and the lock-up agreements described below.

We cannot predict the effect, if any, future sales of shares, or the availability of shares for future sales, will have on the market price of our common stock prevailing from time to time. The sale of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of our common stock.

Lock-up Agreements

We and each of our officers and directors and all of our current stockholders will agree not to offer, sell, contract to sell or otherwise dispose of, or enter into any transaction that is designed to, or could be expected to, result in the disposition of any shares of our common stock or other securities convertible into or exchangeable or exercisable for shares of our common stock or derivatives of our common stock owned by these persons prior to this offering or common stock issuable upon exercise of options or warrants held by these persons for a period of 180 days after the date of this prospectus without the prior written consent of Credit Suisse Securities (USA) LLC and UBS Securities LLC. See "Underwriting."

Registration Rights

After completion of this offering, holders of approximately million shares of our common stock will be entitled to certain rights with respect to the registration of such shares under the Securities Act. See "Certain Relationships and Related Transactions—Registration Rights Agreement" for a description of the Registration Rights Agreement we have entered into with our principal stockholders.

115

MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS

The following is a general discussion of the material U.S. federal income and estate tax considerations to holders of our common stock. This discussion is a summary and does not consider all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular investment circumstances or to certain types of holders subject to special tax rules, including partnerships and other entities treated as partnerships for U.S. federal income tax purposes, banks, financial institutions or other financial services entities, broker-dealers, insurance companies, tax-exempt organizations, regulated investment companies, real estate investment trusts, retirement plans, individual retirement accounts or other tax-deferred accounts, persons who use or are required to use mark-to-market accounting, persons that hold shares of our common stock as part of a "straddle," a "hedge" or a "conversion transaction," investors in partnerships and other pass-through entities, U.S. Holders (as defined below) with a functional currency other than the U.S. dollar non-U.S. Holders engaged in a U.S. trade or business that use a functional currency other than the U.S. dollar, persons to whom the constructive sale or constructive ownership rules apply, certain former citizens or permanent residents of the U.S., individuals who reside in, and entities created or organized under the laws of, any territory or possession of the U.S. and persons subject to the alternative minimum tax. This discussion also contains only a limited and general discussion of U.S. estate tax considerations and does not address any non-U.S. tax considerations or any U.S. federal gift, state or local tax considerations. This discussion assumes that holders hold their shares as "capital assets" within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the "Code") (generally, for investment). This discussion is based on the Code and applicable U.S. Treasury Regulations, rulings, administrative pronouncements and decisions as of the date hereof, all of which are subject to change or differing interpretations at any time with possible retroactive effect.

For purposes of this discussion, a "U.S. Holder" is a beneficial owner of shares of our common stock that is:

•: a citizen or individual resident of the United States,
•: a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized, or treated as created or organized, in or under the laws of the U.S., any State thereof or the District of Columbia,
•: an estate the income of which is subject to U.S. federal income taxation regardless of its source, or
•: a trust (1) if a court within the U.S. is able to exercise primary supervision over the trust's administration and one or more U.S. persons have authority to control all substantial decisions of the trust or (2) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

For purposes of this discussion, a "Non-U.S. Holder" is a beneficial owner of our common shares that does not qualify as a U.S. Holder under the definition above.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. In this event, the partner and partnership are urged to consult their tax advisors.

EACH HOLDER IS URGED TO CONSULT ITS TAX ADVISOR REGARDING THE SPECIFIC U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSIDERATIONS OF OWNING AND DISPOSING OF OUR COMMON STOCK.

116

Consequences to U.S. Holders

Dividends

As discussed under the section entitled "Dividend Policy" above, we do not currently anticipate paying any dividends after the completion of this offering. In the event that we do make a distribution of cash or property with respect to our common stock, any such distribution will be taxable as a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits (as determined under U.S. federal income tax principles).

A U.S. Holder generally will be subject to U.S. federal income tax on any dividends received in respect of our common stock at a maximum federal income tax rate of 15% if the U.S. Holder is an individual and certain holding period and other requirements are satisfied, and a maximum federal income tax rate of 35% otherwise (subject to any applicable dividends received deduction in the case of a corporate U.S. Holder). If the amount of a distribution exceeds our current and accumulated earnings and profits, such excess will be allocated ratably among each share of common stock with respect to which the distribution is paid and treated first as a tax-free return of capital to the extent of the U.S. Holder's adjusted tax basis in each such share, and thereafter as capital gain from a sale or other disposition of each such share of common stock that is taxed to the U.S. Holders as described below.

Under current law, the 15% maximum federal income tax rate on certain dividends received by individual U.S. Holders and the 35% maximum federal income tax rate on other dividends received by individual U.S. Holders are scheduled to expire effective for taxable years beginning after December 31, 2010, and dividends received by individuals in subsequent taxable years are scheduled to be taxed at a maximum federal income tax rate of 39.6%.

Gain on Disposition of Common Stock

A U.S. Holder that sells or otherwise disposes of our common stock in a taxable transaction will recognize capital gain or loss equal to the amount of cash plus the fair market value of property received in exchange for the common stock minus the U.S. Holder's adjusted tax basis in the common stock. Any capital gain or loss recognized by the U.S. Holder will be long-term capital gain or loss if the U.S. Holder has held our common stock for more than one year at the time of the sale or other disposition and short-term capital gain or loss otherwise. Long-term capital gains recognized by non-corporate taxpayers are taxable under current law at a maximum federal income tax rate of 15%. Long-term capital gains recognized by corporations and short-term capital gains recognized by corporations or individuals are taxable under current law at a maximum federal income tax rate of 35%. A U.S. Holder's ability to use any capital loss to offset other income or gain is subject to certain limitations.

Under current law, for taxable years beginning after December 31, 2010, the maximum federal income tax rate applicable to long-term capital gains is scheduled to increase to 20% for non-corporate taxpayers and the maximum federal income tax rate applicable to short-term capital gains is scheduled to increase to 39.6% for non-corporate taxpayers.

Consequences to Non-U.S. Holders

Dividends

A Non-U.S. Holder generally will be subject to U.S. federal income tax on any dividends received in respect of our common stock at a 30% rate (or such lower rate as prescribed by an applicable income tax treaty as discussed below) unless the dividend is effectively connected with the conduct of a U.S. trade or business. As discussed below, this tax is generally collected through withholding on the dividend payment to the Non-U.S. Holder.

117

If a Non-U.S. Holder receives a dividend that is effectively connected with the conduct of a U.S. trade or business, then the dividend payment will not be subject to withholding (provided that the certification requirements described below are satisfied). However, the dividends received by the Non-U.S. Holder will be subject to tax under current law at a maximum federal income tax rate of 15% if the Non-U.S. Holder is an individual and certain holding period and other requirements are satisfied, and a maximum federal income tax rate of 35% otherwise. A Non-U.S. Holder that is a corporation may also be subject to a 30% federal branch profits tax on after-tax profits effectively connected with a U.S. trade or business to the extent that such after-tax profits are not reinvested and maintained in a U.S. business.

If the amount of a distribution exceeds our current and accumulated earnings and profits, such excess will be allocated ratably among each share of common stock with respect to which the distribution is paid and treated first as a tax-free return of capital to the extent of the Non-U.S. Holder's adjusted tax basis in each such share, and thereafter as capital gain from a sale or other disposition of each such share of common stock that is taxed to the Non-U.S. Holders as described below.

Under current law, the 15% maximum federal income tax rate on certain dividends received by individual Non-U.S. Holders that are effectively connected with the conduct of a U.S. trade or business and the 35% maximum federal income tax rate on other dividends received by individual Non-U.S. Holders and effectively connected with the conduct of a U.S. trade or business are scheduled to expire effective for taxable years beginning after December 31, 2010, and dividends received in subsequent taxable years by individual Non-U.S. Holders and effectively connected with the conduct of a U.S. trade or business are scheduled to be taxed at a maximum federal income tax rate of 39.6%.

Gain on Disposition of Common Stock

A Non-U.S. Holder that sells or otherwise disposes of our common stock in a taxable transaction generally will not be subject to U.S. federal income taxation unless:

•: gain resulting from the disposition is effectively connected with the conduct of a U.S. trade or business;
•: the Non-U.S. Holders is an individual who is present in the U.S. for 183 days or more in the taxable year of disposition, if certain other conditions are met; or
•: we are or have been a U.S. real property holding corporation, or USRPHC, as defined in Section 897 of the Code at any time within the five-year period preceding the disposition or the Non-U.S. Holder's holding period, whichever is shorter, and either the Non-U.S. Holder owned more than 5% of our common stock at any time within that period or our common stock has ceased to be traded on an established securities market prior to the beginning of the calendar year in which the disposition occurs.

In general, a corporation is a USRPHC if the fair market value of its "U.S. real property interests" equals or exceeds 50% of the sum of the fair market value of its worldwide (domestic and foreign) real property interests and its other assets used or held for use in a trade or business. We believe that we are not a USRPHC on the date hereof and currently do not anticipate becoming a USRPHC.

If a Non-U.S. Holder's gain is effectively connected with a U.S. trade or business or is subject to taxes under the USRPHC rules, the Non-U.S. Holder generally will be taxable in the same manner as a U.S. Holder, although a Non-U.S. Holder that is a corporation may also be subject to a 30% branch profits tax on after-tax profits effectively connected with a U.S. trade or business to the extent that such after-tax profits are not reinvested and maintained in the U.S. business. A Non-U.S. Holder's ability to

118

use any capital loss to offset other income or gain subject to U.S. federal income taxation is subject to certain limitations.

In addition, under certain circumstances, an individual Non-U.S. Holder who is present in the U.S. for 183 days or more in the individual's taxable year in which the sale or other disposition of our common stock occurs may be subject to a 30 percent tax on the gross amount of the gain on such sale or disposition unless such gain is already subject to tax as effectively connected with the conduct of a U.S. trade or business. In this case, the Non-U.S. Holder's ability to use other losses to offset the gain on our common stock will be limited.

Income Tax Treaties

If a Non-U.S. Holder is eligible for treaty benefits under an income tax treaty entered into by the U.S., the Non-U.S. Holder may be able to reduce or eliminate certain of the U.S. federal income taxes discussed above, such as the tax on dividends and the branch profits tax, and the Non-U.S. Holder may be able to treat gain, even if effectively connected with a U.S. trade or business, as not subject to U.S. federal income taxation unless the U.S. trade or business is conducted through a permanent establishment located in the U.S. Non-U.S. Holders are urged to consult their tax advisors regarding possible relief under an applicable income tax treaty.

Withholding and Information Reporting

A U.S. Holder or Non-U.S. Holder may be subject to backup withholding (currently at a rate of 28%) on the proceeds from a sale or other taxable disposition of our common stock and on the gross amount of any dividend or other distribution on our common stock unless the U.S. Holder or Non-U.S. Holder is exempt from backup withholding and, when required, demonstrates that status, or provides a correct taxpayer identification number on a form acceptable under U.S. Treasury Regulations (generally an IRS Form W-9, W-8BEN or W-8ECI) and otherwise complies with the applicable requirements of the backup withholding rules.

In addition, a Non-U.S. Holder will generally be subject to withholding at a rate of 30% of the gross amount of any dividend or other distribution on our common stock unless the Non-U.S. Holder qualifies for a reduced rate of withholding or an exemption from withholding under an applicable tax treaty or the dividend or other distribution is effectively connected with a U.S. trade or business (in which case the dividend or other distribution will be exempt from withholding but the Non-U.S. Holder will nonetheless be liable for any applicable U.S. federal income tax as described above). The Non-U.S. Holder would be required to demonstrate its qualification for a reduced rate of withholding or an exemption from withholding on a form acceptable under applicable U.S. Treasury Regulations (generally an IRS Form W-8BEN or W-8ECI).

We may also be required to comply with information reporting requirements under the Code with respect to the amount of any dividend or other distribution on our common stock and a broker may be required to comply with information reporting requirements with respect to the proceeds from a sale or other taxable disposition of our common stock.

Any amount withheld under the withholding rules of the Code (including backup withholding rules) is not an additional tax, but rather is credited against the holder's U.S. federal income tax liability. Holders are advised to consult their tax advisers to ensure compliance with the procedural requirements to reduce or avoid withholding (including backup withholding) or, if applicable, to file a claim for a refund of withheld amounts in excess of the holder's U.S. federal income tax liability.

119

Federal Estate Tax

Individual Non-U.S. Holders and entities the property of which is potentially includible in such an individual's gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interest or powers), should note that, absent an applicable treaty benefit, common stock will be treated as U.S. situs property subject to U.S. federal estate tax.

THE U.S. FEDERAL INCOME AND ESTATE TAX DISCUSSION SET FORTH ABOVE IS A SUMMARY. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSIDERATIONS OF OWNING AND DISPOSING OF OUR COMMON STOCK.

120

UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated , 2008, the selling stockholders have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC and UBS Securities LLC are acting as representatives, the following respective numbers of shares of common stock:

Underwriter			Number of Shares
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

The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock in the offering if any are purchased, other than those shares covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

The selling stockholders have granted to the underwriters a 30-day option to purchase on a pro rata basis an aggregate of additional shares from the selling stockholders at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $ per share. The underwriters and selling group members may allow a discount of $ per share on sales to other broker/dealers. After the initial offering the representatives may change the offering price and concession and discount to broker/dealers.

The following table summarizes the compensation the selling stockholders will pay:

		Per Share						Total
		Without Over-allotment			With Over-allotment			Without Over-allotment			With Over-allotment
Underwriting Discounts and Commissions paid by selling stockholders		$			$			$			$

We estimate that our out-of-pocket expenses for this offering will be approximately $ .

The representatives have informed us that they do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of common stock being offered.

We have agreed that, subject to certain limited exceptions, we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of Credit Suisse Securities (USA) LLC and UBS Securities LLC for a period of 180 days after the date of this prospectus. However, in the event that either (1) during the last 17 days

121

of the "lock-up" period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the "lock-up" period, we announce that we will release earnings results during the 16-day period beginning on the last day of the "lock-up" period, then in either case the expiration of the "lock-up" will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless Credit Suisse Securities (USA) LLC and UBS Securities LLC waive, in writing, such an extension.

Our officers, directors and stockholders have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC and UBS Securities LLC for a period of 180 days after the date of this prospectus. However, in the event that either (1) during the last 17 days of the "lock-up" period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the "lock-up" period, we announce that we will release earnings results during the 16-day period beginning on the last day of the "lock-up" period, then in either case the expiration of the "lock-up" will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless Credit Suisse Securities (USA) LLC and UBS Securities LLC waive, in writing, such an extension. Notwithstanding the foregoing, such officers, directors and stockholders may transfer the such securities (i) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of such person or the immediate family of such person, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth in the "lock-up", (iii) in the case of a corporation, partnership, limited liability company or other business entity, to any subsidiary, stockholder, partner, member or affiliate, as the case may be or (iv) to the underwriters pursuant to the underwriting agreement, provided that in the case of (i), (ii) and (iii), (A) the transferee agrees to be bound in writing by the terms of the "lock-up" prior to such transfer, (B) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the "lock-up" period) and (C) such transfer shall not involve a disposition for value. Notwithstanding the foregoing, the "lock-up" shall not apply to the distribution (which may be a liquidating distribution) by GT Solar Holdings LLC to its members of the securities it holds, or to the issuance of our securities to the members of GT Solar Holdings LLC in connection with the merger of GT Solar Holdings LLC with and into the Company, immediately prior to or on the date of this offering. For purposes of the "lock-up", "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

The underwriters have reserved for sale at the initial public offering price up to shares of the common stock for employees, directors and other persons associated with us who have expressed an interest in purchasing common stock in the offering. The number of shares available for sale to the general public in the offering will be reduced to the extent these persons purchase the reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares.

We and the selling stockholders have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

122

We have applied to list the shares of common stock on the Nasdaq Global Market.

In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions, and penalty bids in accordance with Regulation M under the Exchange Act.

•: Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
•: Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.
•: Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
•: Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the Nasdaq Global Market or otherwise and, if commenced, may be discontinued at any time.

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us and the representatives. Among the factors to be considered in determining the initial public offering price will be our future prospects and those of our industry in general, our financial operating information in recent periods, and market prices of securities and financial and operating information of companies engaged in activities similar to ours.

A prospectus in electronic format may be made available on the web sites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.

123

In the ordinary course, the underwriters and their affiliates may provide investment banking, commercial banking, investment management, or other financial services to us and our affiliates for which they have received compensation and may receive compensation in the future. In early 2008, we began discussions with affiliates of certain of the underwriters regarding the possibility of a new credit facility.

Each underwriter has represented, warranted and agreed that:

•: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any stock in circumstances in which Section 21(1) of the FSMA does not apply to us or to persons who have professional experience in matters relating to investments falling within Article 19(5) of the FSMA; and
•: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the stock in, from or otherwise involving the United Kingdom.

We will not offer to sell any common stock to any member of the public in the Cayman Islands.

The common stock has not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) has been issued or will be issued in Hong Kong or elsewhere other than with respect to the common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.

The common stock has not been and will not be registered under the Securities and Exchange Law of Japan (Law No. 235 of 1948 as amended), or the Securities Exchange Law, and disclosure under the Securities Exchange Law has not been and will not be made with respect to the common stock. Accordingly, the common stock may not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan or to others for re-offering or re-sale, directly or indirectly in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities Exchange Law and other relevant laws, regulations and ministerial guidelines of Japan. As used in this paragraph, "resident of Japan" means any person residing in Japan, including any corporation or other entity organized under the laws of Japan.

This prospectus has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Cap. 289) of Singapore, or the Securities and Futures Act. Accordingly, the common stock may not be offered or sold or made the subject of an invitation for subscription or purchase nor may this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase of such common stock be circulated or distributed, whether directly or indirectly, to the public or any members of the public in Singapore other than: (1) to an institutional investor or other person falling within Section 274 of the Securities and Futures Act, (2) to a sophisticated investor, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act or (3) pursuant to, and in accordance with the conditions of any other applicable provision of the Securities and Futures Act.

124

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), and effective as of the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date), no common stock have been offered to the public in that Relevant Member State prior to the publication of a prospectus in relation to the common stock which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and brought to the attention of the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive. Notwithstanding the foregoing, an offer of common stock may be made effective as of the Relevant Implementation Date to the public in that Relevant Member State at any time:

(1) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(2) to any legal entity which has two or more of (a) an average of at least 250 employees during the last financial year; (b) a total balance sheet of more than €43.0 million and (c) an annual net turnover of more than €50.0 million, as shown in its last annual or consolidated accounts;

(3) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

(4) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of common stock to the public" in relation to any common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the common stock to be offered so as to enable an investor to decide to purchase or subscribe the common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

The common stock has not been registered under the Korean Securities and Exchange Law. Each of the underwriters has represented and agreed that it has not offered, sold or delivered and will not offer, sell or deliver, directly or indirectly, any common stock in Korea or to, or for the account or benefit of, any resident of Korea, except as otherwise permitted by applicable Korean laws and regulations; and any securities dealer to whom it sells common stock will agree that it will not offer any common stock, directly or indirectly, in Korea or to any resident of Korea, except as permitted by applicable Korean laws and regulations, or to any other dealer who does not so represent and agree.

125

NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

The distribution of the shares in Canada is being made only on a private placement basis exempt from the requirement that we and the selling stockholders prepare and file a prospectus with the securities regulatory authorities in each province where trades of shares are made. Any resale of the shares in Canada must be made under applicable securities laws which will vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the shares.

Representations of Purchasers

By purchasing the shares in Canada and accepting a purchase confirmation a purchaser is representing to us, the selling stockholders and the dealer from whom the purchase confirmation is received that:

•: the purchaser is entitled under applicable provincial securities laws to purchase the shares without the benefit of a prospectus qualified under those securities laws,
•: where required by law, that the purchaser is purchasing as principal and not as agent,
•: the purchaser has reviewed the text above under Resale Restrictions, and
•: the purchaser acknowledges and consents to the provision of specified information concerning its purchase of the shares to the regulatory authority that by law is entitled to collect the information.

Further details concerning the legal authority for this information is available on request.

Rights of Action—Ontario Purchasers Only

Under Ontario securities legislation, certain purchasers who purchase a security offered by this prospectus during the period of distribution will have a statutory right of action for damages, or while still the owner of the shares, for rescission against us and the selling stockholders in the event that this prospectus contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the shares. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the shares. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us or the selling stockholders. In no case will the amount recoverable in any action exceed the price at which the shares were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we and the selling stockholders, will have no liability. In the case of an action for damages, we and the selling stockholders, will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the shares as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.

Enforcement of Legal Rights

All of our directors and officers as well as the experts named herein and the selling stockholders may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to

126

effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

Taxation and Eligibility for Investment

Canadian purchasers of shares should consult their own legal and tax advisors with respect to the tax consequences of an investment in the shares in their particular circumstances and about the eligibility of the shares for investment by the purchaser under relevant Canadian legislation.

LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for us by Kirkland & Ellis LLP (a partnership that includes professional corporations), Chicago, Illinois. Kirkland & Ellis LLP represents entities affiliated with GFI Energy Ventures, LLC in connection with various legal matters. The underwriters are represented by Davis Polk & Wardwell, Menlo Park, California.

EXPERTS

The consolidated financial statements of GT Solar International, Inc. at March 31, 2008, and 2007, and for the years ended March 31, 2008 and 2007 and the period from January 1, 2006 through March 31, 2006 (Successor Basis) and for the period from April 1, 2005 through December 31, 2005 (Predecessor Basis), appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares to be sold in this offering. This prospectus does not contain all of the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information about us and the shares to be sold in this offering, please refer to the registration statement. Statements contained in this prospectus as to the contents of any contract, agreement or other document referred to, are not necessarily complete, and in each instance please refer to the copy of the contract, agreement or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by this reference.

You may read and copy all or any portion of the registration statement or any reports, statements or other information we file with the SEC at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material are also available by mail from the Public Reference Branch of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates.

Please call the SEC at 1-800-SEC-0330 for more information on the public reference rooms. You can also find our SEC filings at the SEC's web site at http://www.sec.gov.

127

INDEX TO FINANCIAL STATEMENTS

GT Solar International, Inc. and Subsidiaries
Years Ended March 31, 2008 and 2007;
For the Period from January 1, 2006 through March 31, 2006;
and for the Period from April 1, 2005 through December 31, 2005

Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Changes in Stockholders' Equity		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
GT Solar International, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of GT Solar International, Inc. and Subsidiaries as of March 31, 2008 and 2007, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the years ended March 31, 2008 and 2007, the period from January 1, 2006 through March 31, 2006 and the period from April 1, 2005 through December 31, 2005. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of GT Solar International, Inc. and Subsidiaries at March 31, 2008 and 2007, and the consolidated results of their operations and their cash flows for the years ended March 31, 2008 and 2007, the period from January 1, 2006 through March 31, 2006 and the period from April 1, 2005 through December 31, 2005, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 2 to the financial statements, effective April 1, 2006, the Company adopted Statement of Financial Accounting Standards 123 (Revised 2004), Share-Based Payment.

As discussed in Note 10 to the financial statements, effective April 1, 2007, the Company adopted Statements of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statements No. 109.

/s/ Ernst & Young LLP

Boston, Massachusetts

June 5, 2008

F-2

GT Solar International, Inc. and Subsidiaries

Consolidated Balance Sheets
(In thousands, except share and per share data)

		March 31,	March 31,
		2008	2008		2007
		Pro forma (See Note 17)
Assets
Current assets:
	Cash and cash equivalents		$	54,839	$	74,059
	Restricted cash—current			164,028		8,431
	Accounts receivable, net of allowance for doubtful accounts of $31 and $137, respectively			62,407		15,477
	Inventories			37,518		8,619
	Deferred costs			105,154		41,244
	Advances on inventory purchases			77,635		19,241
	Notes receivable			—		2,347
	Deferred income taxes			29,684		8,763
	Prepaid expenses and other current assets			6,625		302

Total current assets				537,890		178,483
Property, plant and equipment, net				10,433		7,107
Other assets				74		241
Restricted cash—long term				—		891
Intangible assets, net				9,024		11,517
Goodwill				43,190		43,190

Total assets			$	600,611	$	241,429

Liabilities and stockholders' equity
Current liabilities:
	Senior Secured promissory note payable to related parties (Note 8)		$	—	$	15,934
	Accounts payable			37,992		7,558
	Accrued expenses			16,725		6,062
	Customer deposits			263,628		91,999
	Deferred revenue			164,190		64,667
	Accrued income taxes			22,316		3,497

Total current liabilities				504,851		189,717
Deferred income taxes				3,380		4,352
Other non-current liabilities				739		262

Total liabilities				508,970		194,331
Commitments and contingencies (Note 11)						—
Stockholders' equity:
	Common stock, $0.01 par value; 10,000,000 shares authorized, 8,375,000 and 8,370,000 shares issued and outstanding as of March 31, 2008 and 2007, respectively			84		84
	Additional paid-in capital			75,157		72,318
	Accumulated other comprehensive income (loss)			5,584		(15	)
	Retained earnings (accumulated deficit)			10,816		(25,289	)

Total stockholders' equity				91,641		47,098

Total liabilities and stockholders' equity			$	600,611	$	241,429

See accompanying notes.

F-3

GT Solar International, Inc. and Subsidiaries

Consolidated Statements of Operations
(In thousands, except share and per share data)

		Year Ended March 31, 2008			Year Ended March 31, 2007			For the Period from January 1, 2006 through March 31, 2006			For the Period from April 1, 2005 through December 31, 2005
		(Successor)			(Successor)			(Successor)			(Predecessor)
Revenue		$	244,052		$	60,119		$	2,106		$	44,648
Cost of revenue			151,709			36,284			2,442			25,892

Gross profit (loss)			92,343			23,835			(336	)		18,756
Research and development			10,517			3,810			659			1,157
Selling and marketing expenses			10,452			7,747			334			3,841
General and administrative expenses			21,435			10,562			4,068			24,550
Amortization of intangible assets			3,018			15,446			3,862			564

Total operating expenses			45,422			37,565			8,923			30,112
Income (loss) from operations			46,921			(13,730	)		(9,259	)		(11,356	)
Other income (expense):
	Interest income		6,543			1,686			79			148
	Interest expense		(1,651	)		(2,460	)		(299	)		(285	)
	Other, net (Notes 2 and 3)		(1,244	)		(5,667	)		(82	)		(3,407	)

Income (loss) before income taxes			50,569			(20,171	)		(9,561	)		(14,900	)
Provision for (benefit from) income taxes			14,464			(1,816	)		(2,627	)		—

Net income (loss)		$	36,105		$	(18,355	)	$	(6,934	)	$	(14,900	)

Income (loss) per share
Basic		$	4.31		$	(2.19	)	$	(0.83	)	$	(48.67	)
Diluted		$	4.26		$	(2.19	)	$	(0.83	)	$	(48.67	)
Shares used to compute income (loss) per share
Basic			8,370,000			8,370,000			8,370,000			306,126
Diluted			8,474,048			8,370,000			8,370,000			306,126

See accompanying notes.

F-4

GT Solar International, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders' Equity
(In thousands, except share data)

		Series A Convertible Preferred Stock			Class A Common Stock			Class B Common Stock
											Common Stock					Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Loss
											Common Stock			Additional Paid-in Capital								Total Stockholders' Equity			Total Comprehensive Income (Loss)
		Shares	Par Value		Shares	Par Value		Shares	Par Value		Shares	Par Value		Additional Paid-in Capital								Total Stockholders' Equity			Total Comprehensive Income (Loss)
Balance at March 31, 2005 (Predecessor)		80,379	$	1	306,126	$	3	500	$	—	—	$	—	$	6,465	$	(6,409	)	$	—		$	60
	Issuance of Class B Shares							2,183							30								30
	Net loss																(14,900	)					(14,900	)		(14,900	)

Balance at December 31, 2005 (Predecessor)		80,379	$	1	306,126	$	3	2,683	$	—	—	$	—	$	6,495	$	(21,309	)	$	—		$	(14,810	)	$	(14,900	)

	Recapitalization related to acquisition by GT Solar Holdings, LLC										8,370,000	$	84	$	67,679							$	67,763
	Stock compensation														2,998								2,998
	Net loss															$	(6,934	)				$	(6,934	)		(6,934	)

Balance at March 31, 2006 (Successor)		—	$	—	—	$	—	—	$	—	8,370,000	$	84	$	70,677	$	(6,934	)	$	—		$	63,827		$	(6,934	)

	Net loss																(18,355	)					(18,355	)		(18,355	)
	Other comprehensive loss—cash flow hedge of foreign exchange (net of taxes of $12)																		$	(18	)		(18	)		(18	)
	Foreign currency translation adjustment																			3			3			3
	Stock compensation														1,641								1,641

Balance at March 31, 2007 (Successor)		—	$	—	—	$	—	—	$	—	8,370,000	$	84	$	72,318	$	(25,289	)	$	(15	)	$	47,098		$	(18,370	)

	Net income																36,105						36,105			36,105
	Other comprehensive income—cash flow hedge of foreign exchange (net of taxes of $3,798)																			5,575			5,575			5,575
	Foreign currency translation adjustment																			24			24			24
	Stock compensation														2,839								2,839
	Issuance of restricted stock										5,000		—

Balance at March 31, 2008 (Successor)		—	$	—	—	$	—	—	$	—	8,375,000	$	84		75,157	$	10,816		$	5,584		$	91,641		$	41,704

See accompanying notes.

F-5

GT Solar International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

		Year Ended March 31, 2008			Year Ended March 31, 2007			For the Period from January 1, 2006 through March 31, 2006			For the Period from April 1, 2005 through December 31, 2005
		(Successor)			(Successor)			(Successor)			(Predecessor)
Operating activities
Net income (loss)		$	36,105		$	(18,355	)	$	(6,934	)	$	(14,900	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Amortization expense		3,018			15,446			3,862			118
	Depreciation expense		1,034			621			133			314
	Deferred income tax benefit		(21,893	)		(8,140	)		(2,627	)		—
	Provision for doubtful accounts		—			107			6			24
	Accrued interest		—			934			—			—
	Stock-based compensation expense		2,839			1,641			2,998			23,764
	Forward points on hedge contracts		588			—			—			—
	Other adjustments		124			135			—			80
Changes in operating assets and liabilities:
	Restricted cash		(154,706	)		(8,755	)		1,279			(1,126	)
	Accounts receivable		(46,930	)		(8,795	)		(2,214	)		1,775
	Inventories		(28,899	)		(603	)		(957	)		(3,840	)
	Deferred costs		(63,910	)		(25,793	)		(15,194	)		6,873
	Advances on inventory purchases		(58,394	)		(16,754	)		1,096			(3,139	)
	Notes receivable		2,347			(111	)		1,144			(2,968	)
	Prepaid expenses and other current assets		(1,336	)		(137	)		(1	)		43
	Accounts payable and accrued expenses		41,097			6,189			1,631			1,206
	Customer deposits		171,629			88,580			(3,387	)		(1,077	)
	Deferred revenue		99,523			40,591			22,210			(3,349	)
	Accrued income taxes		18,819			3,597			—			(27	)
	Other non-current liabilities		477			261			—			—

Net cash provided by operating activities			1,532			70,659			3,045			3,771

Investing activities
Net proceeds from sale of equipment			—			67			—			61
Purchase of intangible assets			(525	)		(525	)		—			(120	)
Purchases of property, plant and equipment			(4,483	)		(1,801	)		(115	)		(497	)
Decrease (increase) in other assets			167			(65	)		(96	)		—

Net cash used in investing activities			(4,841	)		(2,324	)		(211	)		(556	)

F-6

GT Solar International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(In thousands)

Financing activities
Proceeds from note payable			—			15,000			—			—
Payments of notes payable			(15,934	)		(15,000	)		—		$	(675	)
Payment of long-term debt			—			—			—			(3,028	)
Payment of debt issuance costs			—		$	(305	)		—			—
Payment of capital lease obligations			—			—			—			(28	)
Issuance of shares			—			—			—			30

Net cash used in financing activities			(15,934	)		(305	)		—			(3,701	)
Effect of foreign exchange rates on cash			23			3			—			—

Increase (decrease) in cash and cash equivalents			(19,220	)		68,033		$	2,834			(486	)
Cash and cash equivalents at beginning of period			74,059			6,026			3,192			3,678

Cash and cash equivalents at end of period		$	54,839		$	74,059		$	6,026		$	3,192

Supplemental disclosure of noncash investing and financing transactions:
	Reconciliation of assets acquired and liabilities assumed in acquisition by GT Solar Holdings, LLC:
	Fair value of assets acquired							$	107,440
	Purchase price of net assets								(82,859	)
	Liabilities assumed								24,581
	Issuance of Senior Secured promissory note payable								15,000
Supplemental disclosures of cash flow information:
	Cash paid for interest	$	1,076		$	1,396			299		$	285
	Cash paid for income taxes, net of refunds received		21,258			2,750			—			(156	)

See accompanying notes.

F-7

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2008
(In thousands, except share and per share data)

1. Organization

GT Solar International, Inc. and Subsidiaries (the "Company" or "Successor"), designs and manufactures crystal growth equipment for the photovoltaic industry, and builds process control systems for specialty equipment. On September 27, 2006, the Company became the parent company of its principal operating subsidiary, GT Solar Incorporated (the "Reorganization Merger"), through a transaction that is more fully described below. Effective August 9, 2006, GT Solar Incorporated changed its name from GT Equipment Technologies, Inc. to GT Solar Incorporated.

Effective January 1, 2006, all of the outstanding capital stock of the Company's accounting predecessor ("the Predecessor") was acquired by GT Solar Holdings, LLC for approximately $83 million ("the Acquisition"). The Acquisition was financed by the issuance of debt and the sale of shares. The accompanying financial information at March 31, 2007, and for the year ended March 31, 2007 and for the three months ended March 31, 2006, reflect the consolidated financial position, results of operations and cash flows of the Company subsequent to the date of the Acquisition and include adjustments required under the purchase method of accounting. In accordance with the requirements of purchase accounting, the assets and liabilities of the Company were adjusted to their estimated fair values and the resulting goodwill was recorded as of the transaction date. The application of purchase accounting generally results in higher depreciation and amortization expense in future periods. Accordingly, the accompanying consolidated financial information of the Predecessor and the Company are not comparable in all material respects because of the effects of purchase accounting.

On September 27, 2006, the Company entered into the Agreement and Plan of Merger with GT Solar Incorporated and GT Solar Merger Corp., a newly formed wholly owned subsidiary of the Company, pursuant to which GT Solar Merger Corp, was merged with and into GT Solar Incorporated, with GT Solar Incorporated as the surviving corporation in the merger. In the Reorganization Merger, each outstanding share of common stock of GT Solar Incorporated was converted into one share of common stock of the Company, and each option to acquire a share of common stock of GT Solar Incorporated was converted into an option to acquire one share of common stock of the Company. Each outstanding share of common stock of GT Solar Merger Corp. was converted in the Reorganization Merger into one share of common stock of GT Solar Incorporated.

Immediately following, and as a result of, the Reorganization Merger, GT Solar Incorporated was a wholly owned direct subsidiary of the Company, and the Company was a wholly-owned direct subsidiary of GT Solar Holdings, LLC. Prior to the Reorganization Merger, GT Solar International, Inc. did not conduct any operations or own any material assets.

The Company is headquartered in Merrimack, NH and sells its products worldwide. The Company also has locations in Missoula, Montana and two sales and services offices in China.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. Management evaluates estimates on an ongoing basis, including those related to revenue

F-8

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

2. Significant Accounting Policies (Continued)

recognition, allowance for doubtful accounts, inventory valuation, deferred tax assets, property and equipment, goodwill and other intangible assets, DSS enhancement program accruals, warranty obligations, contingencies and stock-based compensation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the current circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The intent is to accurately state assets and liabilities given facts known at the time of valuation. These assumptions may prove incorrect as facts change in the future. Actual results may differ materially from these estimates under different assumptions or conditions.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated.

In January 2007, the Company established a foreign sales and service operation through a subsidiary in China. The functional currency for the Company's China operation is the applicable local currency. Gains and losses resulting from translation of this foreign currency into U.S. dollars are recorded in accumulated other comprehensive loss.

Reclassification

Certain prior year amounts have been reclassified to conform to current year presentations.

Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Fair Value of Financial Instruments

The Company's financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and debt. The estimated fair value of these financial instruments approximates their carry value at March 31, 2008 and 2007. The estimated fair value of forward foreign currency exchange contracts is based on the estimated amount at which they could be settled based on forward market exchange rates.

Restricted Cash

At March 31, 2008, $164,028 of cash was held in escrow, $162,587 as collateral on outstanding letters of credit related to customer deposits, and $1,437 as security for interest and other bank fees.

At March 31, 2007, $9,322 of cash was held in escrow, $9,056 as collateral on outstanding letters of credit related to customer deposits, and $247 as security for interest and other bank fees.

F-9

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

2. Significant Accounting Policies (Continued)

Accounts Receivable and Allowance for Doubtful Accounts

The Company carries its accounts receivable at their face amounts less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and credit conditions and based on a history of write-offs and collections. Where the Company is aware of a customer's inability to meet its financial obligations, it specifically reserves for the potential bad debt to reduce the net recognized receivable to the amount it reasonably believes will be collected. The Company's policy is to generally not charge interest on trade receivables after the invoice becomes past due. A receivable is considered past due if payments have not been received within agreed-upon invoice terms. Accounts are reviewed regularly for collectibility and those deemed uncollectible are written off.

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market.

Customer Deposits and Payment Terms

The Company's payment terms with customers typically include a deposit of between 20% and 40% of the total contract value which is recorded as customer deposits until such time as the products are shipped. The Company often is requested by its customers to issue letters of credit in order to secure customer deposits. Upon shipment, the Company will invoice all but the final 5% to 20% for each product shipped. Generally, a letter of credit expires upon shipment to the customer which in turn reduces the restricted cash by a similar amount. The final 5% to 20% is due upon customer acceptance. The Company's agreements with customers do not provide for any refunds for services or products and therefore no specific reserve for such is maintained. In instances where customers raise concerns over delivered products or services, the Company has endeavored to remedy the concern and all costs related to such matters have been insignificant in all periods presented.

At March 31, 2008, the Company had approximately $166.9 million of standby letters of credit outstanding representing primarily performance guarantees issued against customer deposits. These letters of credit as of March 31, 2008 have not been included in the consolidated financial statements and are secured by restricted cash.

Concentrations of Credit Risk

Concentration of credit risk with respect to accounts receivable is limited to certain customers to whom the Company makes substantial sales. To reduce risk, the Company requires that certain customers post letters of credit to secure customer payment obligations.

Accounts receivable from the most significant customers, as a percent of total accounts receivable of the Company, amounted to 34%, 28% and 23% at March 31, 2008 and 38%, 20% and 12% at March 31, 2007.

F-10

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

2. Significant Accounting Policies (Continued)

Concentrations of Credit Risk (Continued)

The following customers comprised 10% or more of the Company's total net revenues:

	For the Year Ended March 31, 2008 (Successor)				For the Year Ended March 31, 2007 (Successor)				For the Period January 1, 2006 through March 31, 2006 (Successor)				For the Period April 1, 2005 through December 31, 2005 (Predecessor)
	Net revenue		% of Total		Net revenue		% of Total		Net revenue		% of Total		Net revenue		% of Total
Customer #1	$	152,271	62	%		*	*	%		*	*	%		*	*	%
Customer #2		*	*	%	$	24,995	42	%	$	305	14	%	$	12,929	29	%
Customer #3		*	*	%		8,656	14	%		*	*	%		*	*	%
Customer #4		*	*	%		8,572	14	%		*	*	%		*	*	%
Customer #5		*	*	%		*	*	%		627	30	%		*	*	%
Customer #6		*	*	%		*	*	%		520	25	%		*	*	%
Customer #7		*	*	%		*	*	%		240	11	%		*	*	%
Customer #8		*	*	%		*	*	%		*	*	%		11,808	26	%
Customer #9		*	*	%		*	*	%		*	*	%		4,911	11	%
Customer #10		*	*	%		*	*	%		*	*	%		4,353	10	%

*: Net revenues to these customers were less than 10% of the Company's total net revenues during this period.

Property, Plant and Equipment

Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are as follows:

Asset Classification		Estimated Useful Life
Land improvements		15 years
Building		40 years
Leasehold improvements		Lesser of useful life or life of lease
Manufacturing equipment		5 to 7 years
Furniture and fixtures		5 to 7 years
Computer equipment		3 to 5 years
Software		3 to 5 years
Assets under capital lease		Lesser of useful life or life of lease

Goodwill

Goodwill represents the excess of the cost of acquired businesses over the fair value of identifiable net assets acquired. The Company accounts for goodwill in accordance with Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and other Intangible Assets. Under SFAS No. 142,

F-11

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

2. Significant Accounting Policies (Continued)

the Company assesses the realizability of goodwill annually and whenever events or changes in circumstances indicate there might be an impairment.

The impairment evaluation of the carrying amount of goodwill is conducted annually or more frequently if events or changes in circumstances indicate that an asset might be impaired. Goodwill is evaluated at the reporting unit level and is entirely attributable to the Company's photovoltaic business ("PV Group"). The evaluation for impairment is performed by comparing the carrying amount of these assets to their estimated fair value. If the carrying amounts exceeds the reporting unit fair value, then the second step of the goodwill impairment test is performed to determine the amount of the impairment loss. At March 31, 2008, the Company has determined that there is no impairment of goodwill. Should an impairment occur in the future, goodwill would be adjusted to its fair value.

Intangibles and other Long-Lived Assets

The Company accounts for intangibles and other long-lived assets in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 requires companies to (i) recognize an impairment loss if the carrying amount of a long-lived asset is not recoverable based on its undiscounted future cash flows and (ii) measure an impairment loss as the difference between the carrying amount and the fair value of the asset. The Company does not believe that any of its long-lived assets or intangibles are impaired as of March 31, 2008.

Warranty

The Company's polysilicon products are sold with a standard warranty typically for a period not exceeding twenty-four months from delivery. The Company's PV products are generally sold with a standard warranty for a period equal to the shorter of: (i) twelve months from the date of acceptance by the customer; or (ii) fifteen months from the date of shipment. A provision for estimated future costs relating to warranty expense is recorded when products are recognized as revenue.

The following table presents warranty activities:

	Year Ended March 31, 2008			Year Ended March 31, 2007			For the Period January 1, 2006 through March 31, 2006			For the Period April 1, 2005 through December 31, 2005
	(Successor)			(Successor)			(Successor)			(Predecessor)
Product warranty liability, beginning of the period	$	977		$	581		$	520		$	226
Accruals for new warranties issued		1,876			872			75			492
Payments under warranty		(896	)		(476	)		(14	)		(198	)

Product warranty liability, end of period	$	1,957		$	977		$	581		$	520

Income Taxes

The Company provides for income taxes under SFAS No. 109, Accounting for Income Taxes (SFAS No. 109). Under SFAS No. 109, the liability method is used in accounting for income taxes.

F-12

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

2. Significant Accounting Policies (Continued)

Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded on deferred tax assets unless realization is considered more likely than not.

Effective April 1, 2008, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109" (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with SFAS No. 109. This interpretation prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. The impact of adoption of FIN 48 is more fully described in Note 10. The Company recognizes interest expense and penalties related to unrecognized tax benefits within income tax expense.

Derivative Financial Instruments and Hedging Instruments

In December 2006, the Company began entering into forward foreign exchange contracts to offset certain operational exposures from the impact of changes in foreign exchange rates. Such exposures result primarily from purchase orders for inventory and equipment that are denominated in currencies other than the U.S. dollar, primarily the Euro. These foreign exchange forward contracts are entered into to support purchases made in the normal course of business, and accordingly, are not speculative in nature. The Company's hedges relate to anticipated transactions, are designated and documented at the inception of the respective hedges as cash flow hedges in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities and are evaluated for effectiveness quarterly.

The Company records all derivative financial instruments in the consolidated financial statements in other current assets or accrued liabilities, depending on their net position, at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of the derivative financial instruments are either recognized periodically in earnings or in stockholders' equity as a component of accumulated other comprehensive income (AOCI) or loss depending on whether the derivative financial instrument qualifies for hedge accounting. All of the foreign currency forward contracts have been designated and qualify as cash flow hedges. The effective portion of any changes in the fair value of the derivative instruments is recorded in AOCI until the hedged transaction occurs or the recognized currency transaction affects earnings. Once the hedged transaction occurs or the recognized currency transaction affects earnings, the effective portion of any related gains or losses on the cash flow hedge is reclassified from AOCI to the Company's Consolidated Statements of Operations. Changes in fair values of derivatives not qualifying for hedge accounting are reported in earnings as they occur. The Company classifies the cash flows from hedging transactions in the same categories as the cash flows from the respective hedged items.

F-13

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

2. Significant Accounting Policies (Continued)

The counterparty to the agreements relating to the Company's foreign exchange instruments are major international financial institutions with high credit ratings. The Company does not believe that there is significant risk of nonperformance by the counterparties because the Company monitors the credit rating of such counterparties. While the contract or notional amounts of derivative financial instruments provide one measure of the volume of these transactions, they do not represent the amount of the Company's exposure to credit risk. The amounts potentially subject to credit risk (arising from the possible inability of the counterparty to meet the terms of the contracts) are generally limited to the amounts, if any, by which the counterparty's obligations under the contracts exceed the obligations of the Company to the counterparty. As of March 31, 2008 the Company had Euro ("EUR") denominated and Swiss Franc ("CHF") denominated forward foreign exchange contracts with notional amounts of EUR 86,626 and CHF 9,773 respectively. As of March 31, 2008, the fair value and carrying amount of forward foreign currency exchange contracts was approximately $6.2 million and are included in other current assets. These contracts expire within twelve months.

Accumulated Derivative Gains or Losses

The following table summarizes activity in accumulated other comprehensive income (loss) related to derivatives classified as cash flow hedges held by the Company during the years ended March 31, 2008 and 2007:

	Year Ended March 31, 2008			Year Ended March 31, 2007
Balance at beginning of period	$	(18	)	$	—
Net gain (loss) on changes in fair value of derivatives, net of tax effect of ($3,798) and $12, respectively		5,575			(18	)

Balance at end of period	$	5,557		$	(18	)

During the years ended March 31, 2008 and 2007, the Company did not recognize any gains or losses to earnings with respect to its derivative cash flow hedges as the underlying hedged transactions had not yet affected earnings. Approximately $4,783 of the accumulated income will be reclassified into earnings over the next twelve months.

Net Income (Loss) Per Share of Common Stock

Basic income (loss) per share is computed based only on the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is computed using the weighted average number of common shares outstanding during the period, and when dilutive, potential common share equivalents from options and warrants and non-vested restricted stock (using the treasury-stock method), and potential common shares from convertible securities (using the if-converted method). Because the Company reported a net loss for all periods presented prior to fiscal year ended March 31, 2008, all potential common shares have been excluded from the computation of the dilutive net loss per share for those periods because the effect would have been antidilutive.

F-14

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

2. Significant Accounting Policies (Continued)

The following table sets forth the computation of basic and diluted earnings per share:

		Year Ended March 31, 2008		Year Ended March 31, 2007			For Period from January 1, 2006 through March 31, 2006			For Period from April 1, 2005 through December 31, 2005
		(Successor)		(Successor)			(Successor)			(Predecessor)
Basic:
	Net income (loss)	$	36,105	$	(18,355	)	$	(6,934	)	$	(14,900	)
	Weighted average shares outstanding		8,370,000		8,370,000			8,370,000			306,126
	Income (loss) per share	$	4.31	$	(2.19	)	$	(0.83	)	$	(48.67	)
Diluted:
	Net income (loss)	$	36,105	$	(18,355	)	$	(6,934	)	$	(14,900	)
	Weighted average shares outstanding		8,370,000		8,370,000			8,370,000			306,126
	Assumed exercise of common stock equivalents		104,048		—			—			—
	Weighted average common and common equivalent shares		8,474,048		8,370,000			8,370,000			306,126
	Income (loss) per share	$	4.26	$	(2.19	)	$	(0.83	)	$	(48.67	)

Potential common stock equivalents excluded from the calculation of dilutive earnings per share because the effect would have been antidilutive are as follows:

	Year Ended March 31, 2008	Year Ended March 31, 2007	For Period from January 1, 2006 through March 31, 2006	For Period from April 1, 2005 through December 31, 2005
	(Successor)	(Successor)	(Successor)	(Predecessor)
Outstanding stock options	—	66,671	—	231,251
Series A preferred stock	—	—	—	80,379
Class B common stock	—	—	—	1,226
Warrants to purchase Series A preferred stock	—	—	—	222,579

F-15

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

2. Significant Accounting Policies (Continued)

Share-Based Compensation

Effective April 1, 2006, the Company adopted the provisions of SFAS No. 123(R), Share-Based Payment ("SFAS No. 123(R)"), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on the estimated fair market values of the underlying instruments. Accordingly, stock-based compensation cost is measured at the grant date, based upon the fair value of the award, and is recognized as expense on a straight line basis over the requisite employee service period.

The Company adopted SFAS No. 123(R) using the modified prospective transition method, which requires the application of the standard as of April 1, 2006. Accordingly, the Company's consolidated financial statements as of and for the years ended March 31, 2008 and 2007 reflect the impact of SFAS No. 123(R). In accordance with the modified prospective transition method, the Company's consolidated financial statements for the prior periods have not been restated for this adoption. Stock-based compensation cost capitalized as part of inventory is insignificant for all periods presented. Share-based compensation expense related to options issued to employees recognized under SFAS No. 123(R) for the year ended March 31, 2008 and 2007 was as follows:

	Year Ended March 31, 2008		Year Ended March 31, 2007
Costs of revenues	$	235	$	118
Research and development		482		176
Selling and marketing		291		135
General and administrative		378		141

Total	$	1,386	$	570

Compensation expense for the years ended March 31, 2008 and 2007 pertains to the share-based payment awards granted subsequent to April 1, 2006, based on the grant-date fair value estimated in accordance with SFAS No. 123(R). The Company performs contemporaneous valuations in connection with share-based awards.

The Company has selected the Black Scholes option pricing model to value its options. The weighted average estimated fair value per share of employee stock options granted during the years ended March 31, 2008 and 2007, was determined to be $48.55 and $18.41, respectively, using the Black Scholes model with the following underlying assumptions:

	Year Ended March 31, 2008		Year Ended March 31, 2007
Expected volatility	48.0	%	67.6	%
Weighted average risk-free interest rate	3.66	%	5.07	%
Expected dividend yield	0.0	%	0.0	%
Weighted average expected life (in years)	6.1		6.1

The Company has estimated its expected stock price volatility based on historical volatility calculations for a group of comparable peer companies. The weighted average risk free interest rate

F-16

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

2. Significant Accounting Policies (Continued)

reflects the rates of U.S. government securities appropriate for the term of the Company's stock options at the time of grant. The weighted average expected term of 6.1 years is based on the average of the vesting term and the ten year contractual lives of all options awarded after April 1, 2006.

On January 2, 2008, 5,000 shares of restricted stock were awarded by the Company's compensation committee. At the time of the award, the shares had an estimated value of approximately $479,000. One quarter of the shares of restricted stock vest on January 2, 2009, the first anniversary of the award, and ¹/48^th of the shares vest at the end of each month subsequent to January 2, 2009. A participant granted restricted stock generally has all of the rights of a stockholder, unless the compensation committee determines otherwise. For the fiscal year ended March 31, 2008, the Company recorded approximately $28,000 of expense attributable to restricted stock. As of March 31, 2008, there was approximately $451,000 of unearned compensation related to nonvested restricted stock awards. This expense is subject to future adjustments for vesting and forfeitures and will be recognized on a straight-line basis over the remaining period of 45 months.

Share-based compensation expense recognized in the consolidated statement of operations for the years ended March 31, 2008 and 2007 is based on awards ultimately expected to vest; therefore, it has been reduced for estimated forfeitures (estimated at approximately 6% for both periods). SFAS No. 123(R) requires forfeitures to be estimated at the time of initial grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates forfeitures based on its historical activity, as it believes that these forfeiture rates are indicative of its expected forfeiture rate.

As of March 31, 2008, the Company had total unrecognized compensation expense related to unvested stock options of approximately $14.0 million, which will be recognized over an estimated weighted-average remaining requisite service period of 3.5 years. During the year ended March 31, 2008, the Company granted 212,331 options with an estimated total fair market value at grant date of approximately $11.3 million, after estimated forfeitures. During the year ended March 31, 2007, the Company granted 196,992 options with an estimated total fair market value at grant date of approximately $3.4 million, after estimated forfeitures.

The Company accounts for equity instruments issued to non-employees in accordance with SFAS No. 123, Emerging Issues Task Force Issue No. 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services and Financial Accounting Standards Board Interpretation No. 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans. Accordingly, as these equity instruments vest, the Company will be required to remeasure the fair value of the equity instrument at each reporting period prior to vesting and finally at the vesting date of the equity instruments. Stock-based compensation recognized with respect to equity instruments issued to non-employees for the years ended March 31, 2008 and 2007 was $1,324 and $659, respectively, and is included in general and administrative expenses.

For periods prior to April 1, 2006 the Company has elected to follow the intrinsic value method as defined in Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for its stock options. Under APB No. 25, when the exercise price of the Company's employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. Compensation expense is recorded for

F-17

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

2. Significant Accounting Policies (Continued)

stock options awarded to employees and directors to the extent that the option exercise prices are less than the common stock's fair market value on the date of grant, where the number of shares and exercise price are fixed. The difference between the fair value of the Company's common stock and the exercise price of the stock option, if any, is recorded as deferred compensation and is amortized to compensation expense over the vesting period of the underlying stock option. However, SFAS No. 123, Accounting for Stock-based Compensation, required presentation of proforma information as if the Company had accounted for its employee unit options under the 'fair value' method of that statement. All options granted since December 31, 2005 have been accounted for under the fair value method and all options of the Predecessor were redeemed at fair value in connection with the Acquisition (see Note 3), therefore the Company did not need to provide additional disclosure for the transition from the intrinsic value approach to the fair value approach.

Option valuation models require the input of highly subjective assumptions. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

There were no options granted for the period January 1, 2006 through March 31, 2006. The following weighted-average assumptions were made for grants for the period April 1, 2005 through December 31, 2005:

	For the Period April 1, 2005 through December 31, 2005
	(Predecessor)
Dividend yield	0.0	%
Expected life of options (years)	4.0
Risk-free interest rate	3.6	%

In conjunction with the Acquisition more fully described in Notes 1 and 3, certain classes of shares of GT Solar Holdings, LLC were issued to key employees of the Company, a portion of which were subject to continuing employment vesting over three- and four-year periods. As a result of these ownership interests, these employees are entitled to participate in distributions from GT Solar Holdings, LLC. The fair value of these ownership interests was determined by management by using a modeling technique that considers the relative value of each class of share under various terminal value scenarios. Assumptions used in the calculation include a time period of three years and an estimated volatility of 75%. The Company has recorded compensation expense related to these ownership interests in the amount of $101, $408 and $2,998 for the years ended March 31, 2008 and 2007 and for the period from January 1, 2006 through March 31, 2006, respectively. The remaining unamortized compensation expense related to these shares is approximately $77 as of March 31, 2008.

F-18

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

2. Significant Accounting Policies (Continued)

Revenue Recognition

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition, or SAB 104. In addition to the matters discussed in the following paragraphs, the Company recognizes revenue provided title and risk of loss have passed to the customer, evidence of an arrangement exists, fees are contractually fixed or determinable, collectibility is reasonably assured through historical collection results and regular credit evaluations, and there are no uncertainties regarding customer acceptance. The Company's revenue recognition policies for its established products differs from its newer products.

For most products, a portion of the total purchase price (typically 10%) is not due until installation occurs and the customer submits a formal written acceptance of the product. For products the Company considers to be "established", the Company recognizes upon delivery revenue equal to the lesser of the amount allocated to the equipment or the contractual amount due (typically 90%) with the remainder recognized as revenue upon the receipt of formal written customer acceptance. For products the Company considers to be "new", the entire amount is recorded as revenue upon the receipt of formal written customer acceptance or at the time the product is determined to be established.

Products are classified as "established" products if post-delivery acceptance provisions and the installation process have been determined to be routine, due to the fact that the acceptance provisions are generally a replication of pre-shipment procedures. The majority of products are manufactured to meet contractual customer specifications which generally differ insignificantly from the core functionality of the equipment. To ensure contractual performance levels are satisfied, the products often are tested at the Company's manufacturing facility prior to shipment. To the extent that customers' conditions cannot be replicated in the Company's facilities or if there is not a demonstrated history of meeting newer customer specifications, then the product is treated as "new" for revenue recognition purposes.

In determining when a "new" product is considered "established", the Company considers several factors including: the stability of the product's technology, the ability to test the product prior to shipment, successful installations at customers' sites, and the performance results once installed. The Company generally believes that the above coupled with a minimum of 3-5 successful customer installations and acceptances is necessary to support the conclusion that there are no uncertainties regarding customer acceptances and that the installation process can be considered perfunctory. These factors as well as the consideration of the ease of installation in different customer environments are all taken into consideration in determining whether a product should be classified as "established".

The majority of the Company's contracts involve the sale of equipment and services under multiple element arrangements. As provided for in Emerging Issues Task Force (EITF) No. 00-21, "Revenue Arrangements with Multiple Deliverables" ("EITF No. 00-21") revenue under multiple element arrangements is allocated to all elements based upon their relative fair values. To be considered a separate element, the product or service in question must represent a separate unit of accounting, and fulfill the following criteria: "(a) the delivered item(s) has value to the customer on a standalone basis; (b) there is objective and reliable evidence of the fair value of the undelivered item(s); and (c) if the arrangement includes a general right of return relative to the delivered item, delivery or performance

F-19

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

2. Significant Accounting Policies (Continued)

of the undelivered item(s) is considered probable and substantially in the control of the Company." The Company's sales arrangements do not include a general right of return.

As a part of its revenue arrangements, the Company often sells certain equipment for which the Company has not been able to obtain objective evidence of fair value pursuant to EITF No. 00-21. If objective evidence does not exist for the undelivered elements of the arrangement, all revenue is deferred until such evidence does exist, or until all elements are delivered, whichever is earlier assuming all other revenue recognition criteria are met. Once there is objective evidence of the fair value of undelivered elements, the amount allocated to equipment and parts is based on a residual method. Under this method, the total arrangement value is allocated first to undelivered elements, based on their fair values, with the remainder being allocated to equipment revenue.

The Company has determined that installation and training services are not integral to the stand-alone value of the established products. The Company typically performs training at the same time as the installation process. The value of undelivered installation and training services is deferred at an amount that is the greater of (i) the estimated fair value of the installation or (ii) the portion of the sales price that will not be received until the installation is completed. The amount allocated to installation and training is based upon the fair value of the service performed, including labor, which is based upon the estimated time to complete the installation and training at hourly rates.

The Company periodically enters into turnkey contracts where it provides all of the equipment necessary for a complete production line, whether equipment is manufactured by the Company or not. For turnkey contracts, revenue recognition is based upon production line acceptance, which requires an acceptance test period after all individual items are installed and accepted. Revenue is deferred until the specified output has been achieved which is determined through specific contractual testing measures and overall customer acceptance. Revenue is not recognized upon the delivery and acceptance of any individual element.

Spare parts revenue is generally recognized upon shipment, and services revenue is generally recognized as the services are provided.

Deferred Revenue and Deferred Costs

Deferred revenue includes amounts that have been billed per the contractual terms but have not been recognized as revenue. Deferred costs represent the product costs related to deferred revenues. The Company had deferred revenues of $164,190 and $64,667 and corresponding deferred gross profits of $59,036 and $23,423 as of March 31, 2008 and 2007, respectively.

Research and Development Income Grant

The Company currently has several research and development grants outstanding with various federal agencies. These grants represent cost sharing arrangements with the agency under which the Company is reimbursed for costs related to the relevant development project. Income associated with these grants is recorded as an offset to the related costs on the statement of operations and totaled $335, $210, $70 and $240 for the years ended March 31, 2008 and 2007, the period from January 1,

F-20

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

2. Significant Accounting Policies (Continued)

2006 through March 31, 2006 and the period from April 1, 2005 through December 31, 2005, respectively.

Shipping and Handling Costs

The Company classifies third-party shipping costs as a component of cost of goods sold in its consolidated statements of operations. Amounts billed to customers for shipping and handling costs are included in net revenues in the consolidated statements of operations.

Other Expense—net

In the years ended March 31, 2008 and 2007, the Company incurred approximately $1,647 and $5,830, respectively, of costs related to a private placement and an initial public offering ("IPO").

As the private placement was abandoned in November 2006 and the Company did not expect to receive proceeds from the IPO, these costs are included in "other expense" in the periods incurred.

Research and Development Costs

Research and development costs are expensed as incurred.

Recently Issued Accounting Pronouncements

In September 2006, the FASB issued Statement No. 157, Fair Value Measurements ("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company is currently evaluating the impact that SFAS No. 157 will have on its financial position and results of operations.

In February 2007, the FASB released SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liability ("SFAS No. 159"). SFAS No. 159 allows entities to measure many financial instruments and certain other items at their fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 is effective for the Company's fiscal year beginning on April 1, 2008. The Company is currently evaluating the requirements of SFAS No. 159 and has not yet determined the impact that it might have on its financial position and results of operations.

F-21

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

2. Significant Accounting Policies (Continued)

expect the adoption of EITF Issue No. 07-03 to have a material impact on its financial position or results of operations.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an Amendment of APB No. 51," or SFAS No. 160. This pronouncement requires noncontrolling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with noncontrolling interest holders. SFAS No. 160 becomes effective for fiscal years beginning on or after December 31, 2008 and interim periods therein. The Company has not yet completed its evaluation of the impact of SFAS No. 160.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008. Since SFAS No. 161 only addresses disclosure requirements, the adoption of SFAS No. 161 will have no impact on the Company's consolidated results of operation or consolidated financial position.

3. Business Combination

In accordance with SFAS No. 141, Business Combinations, the Company records acquisitions under the purchase method of accounting. Accordingly, the purchase price is allocated to the tangible assets and liabilities and intangible assets acquired, based on their estimated fair values. The excess purchase price which was allocated to goodwill was supported by the Company's intellectual capital, industry expertise and position within the photovoltaic market. The Company believes that the acquisition will result in several economic benefits that will support the recognition of goodwill in excess of the fair value of assets purchased and liabilities assumed. Under SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and purchased intangibles with indefinite lives are not amortized but are reviewed for impairment annually, or more frequently, if impairment indicators arise. Purchased intangibles with definite lives are amortized over their respective useful lives. The amortization expense related to intangible assets recorded in conjunction with the Acquisition is not deductible for income tax purposes.

Effective January 1, 2006, all of the outstanding capital stock of the Predecessor was acquired by GT Solar Holdings, LLC for approximately $83,000. The acquisition was financed by the issuance of debt and the sale of shares (see Notes 8 and 12).

F-22

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

3. Business Combination (Continued)

The total purchase price of approximately $83,000, including related acquisition costs of approximately $96, was allocated as follows:

Assets:
Current assets	$	27,936
Fixed assets		6,014
Intangible assets (see Note 4)		30,300
Goodwill		43,190

Total assets acquired		107,440
Current liabilities assumed		14,452
Deferred tax liabilities		10,129

Net assets acquired	$	82,859

The current assets includes a step-up of $2,478 to record the inventory at fair value at the date of purchase. This step-up is carried in inventory at March 31, 2007 and March 31, 2006, as it relates to revenue that was deferred at March 31, 2007. The step-up was expensed to cost of revenue during the year ended March 31, 2008. The Company also recorded $1,401 for the fair value of unrecorded receivables related to the outstanding installation portion of contracts at the date of purchase, of which $23, $491 and $887 was invoiced in the years ended March 31, 2008 and 2007 and the period from January 1, 2006 through March 31, 2006, respectively. The Company also recorded a step-up of $727 to record property, plant and equipment at their respective fair values. This step-up will be depreciated over the remaining expected lives of the underlying assets.

The balance sheet of the Predecessor at December 31, 2005, included deferred revenue of $7,208. The Predecessor had recorded deferred revenue as provided for in EITF No. 00-21, "Revenue Arrangements with Multiple Deliverables," relating to products that had been shipped and installed and was pending customer acceptance to recognize the revenue. EITF 01-03, "Accounting in a Business Combination for Deferred Revenue of an Acquiree," provides that the Successor should recognize a liability related to deferred revenue of a Predecessor only if that deferred revenue represents a legal obligation assumed by the Successor. Since there was no legal obligation to assume, the $7,208 was not included in the deferred revenue on the Successor's opening books. Additionally, inventory totaling $3,457 representing the cost of goods sold for the deferred revenue was not valued on the Successor's Consolidated Balance Sheets at January 1, 2006. The corresponding $3,751 of net profit reduced the value of Goodwill as of January 1, 2006 and will not be recorded in future earnings.

Acquisition related expenses, incurred by the Predecessor, of approximately $3,400 were included in "other expense" in the Consolidated Statement of Operations for the Predecessor for the period April 1, 2005 through December 31, 2005.

F-23

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

4. Intangible Assets

Acquired intangible assets subject to amortization consisted of the following at March 31:

	2008					2007
	Gross Carrying Amount		Accumulated Amortization		Amortization Period	Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	4,200	$	1,575	6 years	$	4,200	$	875
Technology		7,550		3,286	3–5 years		7,025		1,708
Order backlog		15,800		15,800	1.25 years		15,800		15,800
Trade names		2,400		900	6 years		2,400		500
Supplier relationships		1,100		495	5 years		1,100		275
Non-compete agreements		300		270	2.5 years		300		150

	$	31,350	$	22,326		$	30,825	$	19,308

Amortization expense for intangible assets was $3,018 and $15,446, for the years ended March 31, 2008 and 2007, respectively, $3,862 for the period January 1, 2006 through March 31, 2006, and $118 for the period April 1, 2005 through December 31, 2005. Estimated amortization expense for the next five years ending March 31 is as follows: $3,034 in 2009, $2,879 in 2010, $2,285 in 2011, $826 in 2012 and $0 in 2013. As of March 31, 2008, the weighted average remaining life of intangible assets approximates 3.1 years.

5. Notes Receivable

At March 31, 2007, the Company had two notes receivable, due from two customers, totaling $2,347 relating to the sale of equipment. The notes bore interest at 9% and required monthly or quarterly payments of principal and interest. The notes matured and were paid in July 2007 and January 2008.

6. Inventories

Inventories consist of the following at March 31:

	2008		2007
Raw materials	$	17,729	$	3,978
Work-in-process		10,128		2,113
Finished goods		9,661		2,528

	$	37,518	$	8,619

F-24

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
March 31, 2008
(In thousands, except share and per share data) (Continued)

7. Property, Plant and Equipment

Property, plant and equipment consists of the following at March 31:

	2008			2007
Land	$	1,074		$	1,074
Land improvements		326			295
Building		4,285			3,660
Leasehold improvements		407			205
Manufacturing equipment		1,806			1,260
Computer equipment		1,153			310
Software		2,590			772
Furniture and fixtures		456			284

		12,097			7,860
Less accumulated depreciation		(1,664	)		(753	)

	$	10,433		$	7,107

Software cost incurred as part of an enterprise resource systems project of $1,684 were capitalized during the year ended March 31, 2008 and will be amortized over an anticipated useful life of approximately three years once completed.

Depreciation expense for the years ended March 31, 2008 and 2007, the period January 1, 2006 through March 31, 2006 and for the period April 1, 2005 through December 31, 2005, was approximately $1,034, $621, $133, and $314, respectively.

8. Debt

Senior Secured Promissory Note Payable

As part of the acquisition of GT Solar Incorporated and Subsidiary (formerly GT Equipment Technologies, Inc.) (Note 3), the Company entered into a Senior Secured promissory note payable with certain shareholders of GT Solar Holdings, LLC in the amount of $15,000. The terms of this note provided for monthly payments of interest at the LIBOR rate plus 3.25%, and for full payment of the principal amount upon the maturity date of April 30, 2006. On April 1, 2006, this note was repaid and replaced with a new $15,000 Senior Secured Exchangeable Note Payable, which was to mature on September 15, 2008, with certain shareholders of GT Solar Holdings, LLC. This note bore interest at 14%, with quarterly cash interest payments at 8%, and the remainder added to the outstanding principal balance. Additionally the outstanding principal can be exchanged for certain shares of GT Solar Holdings, LLC. On April 23, 2007, the Company repaid its Senior Secured Exchangeable Note using available operating cash.

Lines of Credit

On April 23, 2007, the Company entered into a revolving credit facility that provided for aggregate borrowing of up to $40.0 million, subject to covenant compliance, sublimits and allowances and, as of that date, the Company had approximately $38.3 million of outstanding letters of credit and no

F-25

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
March 31, 2008
(In thousands, except share and per share data) (Continued)

8. Debt (Continued)

outstanding borrowings. The Company increased this credit facility by $20,000 and $10,000 in June and August 2007, respectively. Subsequent to March 31, 2007, the Company had received a waiver for violation of its covenant related to timely delivery of audited financial statements, and had violated certain other technical defaults which were cured by the termination of the facility on September 24, 2007. The Company elected to terminate this credit facility and collateralized approximately $68.4 million of letters of credit outstanding under this facility with restricted cash.

In April 2006, the Company entered into a $15,000 credit facility with Silicon Valley Bank for the purpose of, among other things, securing standby letters of credit. At March 31, 2007, the Company had approximately $25,000 of standby letters of credit outstanding under the facility. Of the approximately $25,000 in outstanding standby letters of credit, $15,000 was covered by the credit facility and the remaining balance of approximately $10,000, was collateralized by restricted cash and bore interest at Silicon Valley Bank's prime rate, which was 8.25% at March 31, 2007. Availability under the facility was subject to various covenants, including minimum profitability and a minimum current ratio. The Company was in compliance with all such covenants as of March 31, 2007. This facility was terminated in April 2007 in connection with the new revolving credit facility described above.

Note Payable

As part of the purchase of intangible assets during the year ended March 31, 2005, the Company entered into a note payable with the seller in the amount of $1,500. The terms of the agreement did not require interest payments (interest-free). The amount was repaid in monthly installments of $75 and was fully repaid under the terms of the agreement as of December 31, 2005.

Term Note Payable

On November 8, 2004, the Company completed the refinancing of certain debt with a bank under a Credit and Security Agreement and Term Note in the amount of $3,200 (the "Agreements"). Borrowings under the Agreements bore interest at the bank's prime rate (5.75% at March 31, 2005) plus 2%, were secured by substantially all assets of the Company, and were personally guaranteed by certain of the Company's stockholders. This term note was repaid fully in December 2005 and the related Agreements were cancelled.

9. Employee Benefit Plan

The Company has in effect a 401(k) employee savings plan for its eligible employees. Eligible employees may elect to contribute a percentage of their salaries up to the annual Internal Revenue Code maximum limitations. The Plan allows the Company to make discretionary matching contributions for its participating employees. For the years ended March 31, 2008 and 2007 and the period January 1, 2006 through March 31, 2006, the Company made discretionary contributions of $186, $101 and $23, respectively. For the period April 1, 2005 through December 31, 2005, the Company elected not to make any discretionary contributions.

F-26

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
March 31, 2008
(In thousands, except share and per share data) (Continued)

10. Income Taxes

Significant components of the Company's deferred tax assets and liabilities at March 31 are as follows:

		2008		2007
Deferred tax assets:
	Allowance for doubtful accounts	$	12	$	54
	Accrued expenses		994		502
	Stock option compensation		830		1,837
	Deferred profit		27,848		10,412

Total deferred tax assets			29,684		12,805
Valuation allowance			—		(4,042	)

Net deferred tax assets			29,684		8,763
Deferred tax liabilities:
	Intangibles		2,653		3,766
	Fixed assets		727		586

			3,380		4,352

Net deferred tax assets		$	26,304	$	4,411

Significant components of the provision for (benefit from) income taxes are as follows:

		Year Ended March 31, 2008			Year Ended March 31, 2007			For the period from January 1, 2006 through March 31, 2006			For the period from April 1, 2005 through December 31, 2005
		(Successor)			(Successor)			(Successor)			(Predecessor)
Current:
	Federal	$	30,426		$	4,667		$	—		$	—
	State		8,455			1,645			—			—
	Foreign		226			—			—			—

Total current			39,107			6,312			—			—

Deferred:
	Federal		(18,527	)		(6,379	)		(2,063	)		—
	State		(6,089	)		(1,749	)		(564	)		—
	Foreign		(27	)		—			—			—

Total deferred			(24,643	)		(8,128	)		(2,627	)		—

Total provision (benefit)		$	14,464		$	(1,816	)	$	(2,627	)		—

F-27

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
March 31, 2008
(In thousands, except share and per share data) (Continued)

10. Income Taxes (Continued)

Changes in deferred tax valuation allowances are as follows:

	Year Ended March 31, 2008			Year Ended March 31, 2007		For the period from January 1, 2006 through March 31, 2006		For the period from April 1, 2005 through December 31, 2005
	(Successor)			(Successor)		(Successor)		(Predecessor)
Balance at beginning of period	$	4,042		$	—	$	—	$	3,622
Increase (decrease) in valuation allowance		(4,042	)		4,042		—		(3,622	)

Balance at end of period	$	—		$	4,042	$	—	$	—

Income (loss) before provision for income taxes is as follows (in thousands):

	Year Ended March 31, 2008		Year Ended March 31, 2007			For the Period January 1, 2006 through March 31, 2006			For the Period April 1, 2005 through December 31, 2005
	(Successor)		(Successor)			(Successor)			(Predecessor)
Domestic	$	49,330	$	(20,171	)	$	(9,561	)	$	(14,900	)
Foreign		1,239		—			—			—

Total	$	50,569	$	(20,171	)	$	(9,561	)	$	(14,900	)

The U.S. federal income tax rate is reconciled to the Company's effective tax rate as follows:

	Year Ended March 31, 2008 (Successor)					Year Ended March 31, 2007 (Successor)					For the Period From January 1, 2006 through March 31, 2006 (Successor)					For the Period From April 1, 2005 through December 31, 2005 (Predecessor)
	Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent
Tax at federal statutory rate	$	17,699		35.0	%	$	(6,858	)	(34.0	)%	$	(3,251	)	(34.0	)%	$	(5,066	)	(34.0	)%
State income tax, net of U.S. federal benefit		1,538		3.0			(69	)	(0.3	)		(372	)	(3.9	)		—		—
Valuation allowances		(2,863	)	(5.6	)		3,469		17.2			—		—			4,055		27.2
Tax exempt municipal interest		(665	)	(1.3	)
IRC Section 199 deduction		(1,940	)	(3.8	)
Foreign income taxes at rates different than domestic rates		(248	)	(0.5	)
Non-deductible stock offering costs		576		1.1			1,237		6.1			—		—			978		6.6
Non-deductible stock compensation		520		1.0			321		1.6			1,019		10.7			—		—
Other		(153	)	(0.3	)		84		0.4			(23	)	(0.3	)		33		0.2

	$	14,464		28.6	%	$	(1,816	)	(9.0	)%	$	(2,627	)	(27.5	)%	$	—		—

F-28

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
March 31, 2008
(In thousands, except share and per share data) (Continued)

10. Income Taxes (Continued)

As of March 31, 2008 and 2007, the Company had approximately $29,684 and $12,805, respectively, of total deferred tax assets relating to deferred profits and other temporary differences that are available to reduce income taxes in future years. SFAS No. 109 requires that a valuation allowance be established when it is "more likely than not" that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including a company's performance, the market environment in which the company operates, length of carryback and carryforward periods, and projections of future operating results. Where there are cumulative losses in recent years, under SFAS No. 109 there is a strong presumption that a valuation allowance is needed. The presumption can be overcome in very limited circumstances.

The Company had incurred approximately $4,667 of federal tax liabilities as of March 31, 2007. The Company determined that approximately $4,411 of the $4,667 would be available for refund if operations for the fiscal year ended March 31, 2008 resulted in a loss for income tax purposes. As a result, a valuation allowance as of March 31, 2007 of $4,042 was established to reduce the carrying value of net deferred tax assets to $4,411. The Company's profitability during the fiscal year ended March 31, 2008 and forecasts for future periods provided sufficient evidence, in accordance with SFAS No. 109, to support the ultimate realization of income tax benefits attributable to deferred profits and other deductible temporary differences as of March 31, 2008, and therefore a reduction in the valuation allowance of $4,042 was recorded and the carrying value of deferred tax assets was restored, resulting in a non-cash credit to earnings.

For the year ended March 31, 2008, the Company recorded a reduction in current federal taxes based upon a Domestic Production Activities Deduction as set out in Section 199 of the U.S. Internal Revenue Code ("IRC Section 199 deduction") that is based upon a percentage of the income earned from manufacturing activities undertaken in the United States. Deductions under IRC Section 199 are not temporary differences and therefore deferred taxes have not been provided for this tax benefit.

In June 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainties in Income Taxes—an interpretation of FASB Statement No. 109" (FIN 48) that clarifies the accounting for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company adopted the provisions of FIN 48 on April 1, 2007, and recognized no increase in tax liabilities as a result of the implementation of FIN 48. There have been no changes to the Company's FIN 48 position during the year ended March 31, 2008. Interest and penalties, if any, related to tax matters are recorded as a component of income tax expense.

The Company files income tax returns in the US federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to US federal income tax examinations by the Internal Revenue Service or state and local income tax examinations for years before the fiscal year ended March 31, 2005.

The Company operates a wholly-owned subsidiary in the Pudong New District of the Peoples Republic of China. The applicable income tax rate through December 31, 2007 was 15%, pursuant to Paragraph 5 of Regulation of Pudong New District on Encouraging Foreign Investors to establish their companies in the District (the "tax holiday"). The tax holiday expired on December 31, 2007 and the new statutory was increased to 25% and will remain at that level for the foreseeable future.

F-29

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

11. Commitments and contingencies

Lease commitments

The Company has entered into operating leases for office and warehouse facilities in the United States and China. The terms of these leases range from 18 months to 5 years. Rent expense for the years ended March 31, 2008 and 2007, was $671 and $190, respectively. Minimum annual payments under these agreements are as follows:

Year Ended March 31,	Minimum Annual Payments
2009	$	314
2010		227
2011		135
2012		93
2013		—

Contingencies

Two of the Company's customers have experienced accidents at their respective facilities involving DSS units, the most recent of which occurred in December 2006, and resulted in two deaths. In April, 2007, the Company ceased considering one of these accidents as a contingency. To date, the Company has not received any product liability or other claims with respect to the other claim.

The Company and its subsidiaries are, from time to time, parties to various legal proceedings and claims including product liability claims that arise in the ordinary course of business. The Company accrues in the accompanying consolidated balance sheets the estimated costs associated with legal proceedings and claims when a liability is probable and estimable. Although the outcome of such matters cannot be predicted with certainty, after consulting with counsel, the Company believes that the ultimate disposition of any existing claims will not have a material adverse effect on the Company's financial position, results of operations or liquidity.

Customer Indemnifications

In the normal course of business, the Company indemnifies, under pre-determined conditions and limitations, its customers for infringement of third-party intellectual property rights by the Company's products or services. The Company seeks to limit its liability for such indemnity to an amount not to exceed the sales price of the products or services subject to its indemnification obligations. The Company does not believe, based on information available, that it is probable that any material amounts will be paid under these guarantees.

12. Stockholders' Equity

Common Stock

In conjunction with the acquisition of the Company by GT Solar Holdings, LLC, the Company amended and restated its By-Laws and Articles of Incorporation, including eliminating the previous classes of common stock and authorizing the issuance of 10,000,000 shares of Common Stock. Prior to

F-30

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

12. Stockholders' Equity (Continued)

the acquisition, authorized shares of Class A and Class B Common Stock were 1,000,000 each. The Class B Common Stock had the same rights as Class A, except Class B was non-voting.

At March 31, 2008, the Company has reserved up to 630,000 shares of Common Stock for issuance under the 2006 Stock Option Plan.

Preferred Stock

In conjunction with the acquisition of the Company by GT Solar Holdings, LLC, the Company amended and restated its By-Laws and Articles of Incorporation, including eliminating all previously authorized shares of Series A Convertible Preferred Stock.

Stock Option Plans

In fiscal year 1997, the Company adopted the 1997 Non-qualified Stock Option Plan (the 1997 Plan). In fiscal year 2006, the Company adopted the 2005 Stock Option Plan. Under both plans, options were granted to persons who were, at the time of grant, employees, officers or directors of, or consultants or advisors to, the Company. In connection with the acquisition by GT Solar Holdings, LLC, 244,814 options for Class B common stock of the Company, representing all outstanding options at the acquisition date, were redeemed.

The Company paid to the option holders an amount equal to the amount calculated as if the options had been exercised in a cashless exercise at the Company's $106.94 per share acquisition price. This payment was subsequently reimbursed by GT Solar Holdings, LLC. The aggregate difference of $24,075, representing the difference between the acquisition price per share and the options' exercise price plus $311 of related payroll taxes borne by the Company, was paid by the Company to the stock option holders and charged to compensation expense in the period April 1, 2005 through December 31, 2005 as follows:

	April 1, 2005 through December 31, 2005 (Predecessor)
Costs of revenues	$	389
Research and development		132
Selling and marketing		793
General and administrative		22,761

Total	$	24,075

During the period April 1, 2005 through December 31, 2005 the Board of Directors granted options for 20,895 shares of Class B Common Stock.

F-31

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

12. Stockholders' Equity (Continued)

A summary of stock option activity related to the option plans is as follows:

		For the Period From April 1, 2005 through December 31, 2005 (Predecessor)
		Options		Weighted- Average Exercise Price
Outstanding at beginning of year		247,919		$	5.99
	Granted	20,895			18.37
	Cancelled/Expired	(21,817	)		(18.30	)
	Exercised	(2,183	)		(13.74	)
	Redeemed	(244,814	)		(5.88	)

Outstanding at end of year		—			—

Weighted-average fair value of options granted during the year				$	2.44

On January 1, 2006, the Company adopted the 2006 Stock Option Plan. Under the Plan, options may be granted to persons who are, at the time of grant, employees, officers or directors of, or consultants or advisors to, the Company. The Plan reserves up to 630,000 shares of common stock for issuance upon the exercise of the options. The option price at the date of grant is determined by the Board of Directors based upon contemporaneous valuations. The exercise of options is limited to the provisions of the Plan, but in no case may the exercise period extend beyond ten years from the date of grant.

Activities under the Plan for the years ended March 31, 2008 and 2007 were as follows:

		Shares Available for Grant		Number of Options Outstanding		Weighted Average Exercise Price
Balances, March 31, 2006		630,000		—
	Options granted	(196,992	)	196,992		$	28.14
	Options exercised	—		—			—
	Options canceled/expired	14,400		(14,400	)	$	28.14

Balances, March 31, 2007		447,408		182,592		$	28.14
	Options granted	(212,331	)	212,331		$	95.86
	Options exercised	—		—			—
	Options canceled/expired	10,656		(10,656	)	$	28.14

Balances March 31, 2008		245,733		384,267		$	65.56

Substantially all options under the Plan vest as follows: one quarter of the options vest on the first anniversary of the award and ¹/48^th of the options vest at the end of each month during the subsequent three years. The following summarizes information regarding outstanding and exercisable stock options

F-32

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

12. Stockholders' Equity (Continued)

as of March 31, 2008 (intrinsic value based on values as estimated by management as of March 31, 2008):

	Stock Options Outstanding				Stock Options Exercisable
Exercise Price	Number	Weighted-Average Remaining Life (in years)	Intrinsic Value		Number	Weighted-Average Exercise Price		Intrinsic Value
$28.14	171,936	8.3	$	23,562	74,640	$	28.14	$	10,229
$95.86	212,331	9.7		14,719	—		—		—

	384,267	9.1	$	38,281	74,640	$	28.14	$	10,229

Warrants

On December 24, 2001, the Company issued warrants to purchase up to 222,585 shares of Series A Convertible Preferred Stock, at an exercise price of $.001 per share, exercisable from April 1, 2006 through December 24, 2011. All of the outstanding Warrants were cancelled in conjunction with the acquisition by GT Solar Holdings, LLC.

13. Related Party Transactions

In March 2002, the Company, through its wholly-owned subsidiary, GT Equipment Holdings Inc., participated in the formation of GT Global LLC, which resulted in a 10% ownership share of that entity. During the periods January 1, 2006 through March 31, 2006 and April 1, 2005 through December 31, 2005, the Company sold certain equipment and parts totaling approximately $78 and $10, respectively, to GT Global LLC. During the year ended March 31, 2007 the Company transferred its interest to a nominee of the majority owner of GT Global, LLC for no consideration based on the Company's determination that the entity had no value.

The Company periodically engaged the consulting firm of Chartworth LLC, (or Chartworth), which is 27.5% owned by a former officer of the Company who was employed during the period from January 1, 2006 to October 31, 2007. The fees to Chartworth from May 1, 2005 to December 31, 2005 amounted to approximately $190. The fees to Chartworth subsequent to January 1, 2006, amounted to approximately $151 and were for services performed by another Chartworth employee who owns 25% of Chartworth and who in turn joined the Company as a vice president on March 5, 2007.

14. Segment and Geographical Information

Due to the recent growth in its Polysilicon line of business, the Company began reporting its results in two segments during the fiscal year ended March 31, 2008: Photovoltaic (PV) Group and Polysilicon Group.

The PV Group manufactures and sells DSS units, wafer cleaning and etch systems, slurry recovery systems, cell testing and sorting equipment and tabber/stringer machines as well as related services all essential to the production of photovoltaic wafers, cells and modules.

The Polysilicon Group manufactures and sells CVD reactors and related equipment used to react gases at high temperatures to produce polysilicon, the key raw material used in solar cells. The

F-33

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

14. Segment and Geographical Information (Continued)

Polysilicon Group commenced its activities during the year ended March 31, 2007 and its results up to March 31, 2007 had not been material in comparison to overall consolidated operating activities and therefore had previously been presented in aggregation with the Company's PV Group.

The Company evaluates performance and allocates resources based on revenues and operating income (loss). Operating income (loss) for each segment includes selling, general and administrative expenses directly attributable to the segment including the amortization of acquired intangible assets. Corporate Services include non-allocable overhead costs, including human resources, legal, finance, general and administrative and corporate marketing expenses. Corporate Services assets include deferred tax assets, cash and cash equivalents and other non-allocated assets. The Company has included prior year data for comparative purposes.

Financial information for the Company's business segments is as follows (in thousands):

			PV Group			Polysilicon Group			Corporate Services			Total
Year ended March 31, 2008
	Revenue		$	244,052		$	—		$	—		$	244,052

	Gross profit		$	94,021		$	(1,678	)	$	—		$	92,343

	Depreciation and amortization		$	3,272		$	236		$	544		$	4,052

	Income (loss) from operations		$	79,900		$	(12,034	)	$	(20,945	)	$	46,921

Year ended March 31, 2007
	Revenue		$	60,119		$	—		$	—		$	60,119

	Gross profit		$	23,835		$	—		$	—		$	23,835

	Depreciation and amortization		$	15,734		$	2		$	331		$	16,067

	Income (loss) from operations		$	(1,358	)	$	(2,098	)	$	(10,274	)	$	(13,730	)

Assets
		March 31, 2008	$	281,303		$	230,865		$	88,443		$	600,611

		March 31, 2007	$	141,242		$	12,959		$	87,228		$	241,429

F-34

GT Solar International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

March 31, 2008
(In thousands, except share and per share data)

14. Segment and Geographical Information (Continued)

The following table presents net sales by geographic region, which is based on the destination of the shipments:

	Year Ended March 31, 2008		Year Ended March 31, 2007		January 1, 2006 through March 31, 2006		April 1, 2005 through December 31, 2005
	(Successor)		(Successor)		(Successor)		(Predecessor)
Asia	$	236,205	$	43,041	$	874	$	29,550
Europe		3,606		11,228		1,191		5,495
North America		4,241		5,850		41		9,603

Net Sales	$	244,052	$	60,119	$	2,106	$	44,648

A summary of long-lived assets, consisting of net property and equipment and intangible assets, by geographical region is as follows (in thousands):

	At March 31,
	2008		2007
United States	$	19,371	$	18,570
Asia		86		54

Total	$	19,457	$	18,624

15. DSS Enhancements

Commencing on January 14, 2008 the Company announced an enhancement to the DSS product line consisting of hardware and software improvements designed to improve operating safety. The Company is offering these enhancements free of charge to all customers worldwide. The Company has estimated the enhancement costs relating to eligible DSS units to be approximately $7.2 million of which $6.7 million has been expensed as of March 31, 2008. The future estimated costs of $0.5 million will be recorded as additional cost of goods sold when the remaining DSS units are recognized as revenue.

16. Other Matters

On April 23, 2007, the Board of Directors of GT Solar International, Inc. approved the filing of an S-1 Registration Statement with the Securities and Exchange Commission with respect to an initial public offering of its common stock by certain of its stockholders.

17. Pro Forma Information (unaudited)

Pro forma balance sheet information as of March 31, 2008 is presented to reflect two events planned to occur immediately prior to the initial public offering of the Company's common stock as described in Note 16 as though they occurred as of March 31, 2008:

1): The Company anticipates entering into a credit facility, the primary purpose of which would be to issue standby letters of credit against customer deposits rather than collateralizing customer deposits with restricted cash. The effect of this facility would be to substantially reduce the restrictions on the Company's cash balances.
2): The Company anticipates the payment of a dividend of $ million to the existing shareholders prior to the completion of the initial public offering.

F-35

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		$	6,140
FINRA filing fee			20,500
Nasdaq Global Market filing fee			*
Blue sky fees and expenses (including attorneys' fees and expenses)			*
Printing expenses			*
Accounting fees and expenses			*
Transfer agents fees and expenses			*
Legal fees and expenses			*
Miscellaneous expenses			*

	Total	$	*

*: To be provided by amendment.

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

II-1

out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

The Registrant's certificate of incorporation will provide that to the fullest extent permitted by the DGCL and except as otherwise provided in its by-laws, 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 any action, suit or other proceeding, whether criminal, civil, administrative or investigative, because of his or her status as a director or officer of the Registrant, or service as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of the Registrant to the fullest extent authorized under the DGCL against all expenses, liabilities and losses reasonably incurred by such person. 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. In connection with this offering, the Registrant expects to enter into indemnification agreements with its directors. Pursuant to these director indemnification agreements, the Registrant will agree to indemnify each of them if any of them are made party to or threatened to be made party to any proceeding, by reason of their status as a director or in any capacity with respect to any employee benefit plan of the Registrant, subject to certain exceptions.

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.

II-2

(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 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 grant of restricted stock did not involve any cash payment from the recipient thereof. The issuance of restricted stock 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. 3 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 June 6, 2008.

		GT SOLAR INTERNATIONAL, INC.
		By:		/s/ THOMAS M. ZARRELLA
		Name:		Thomas M. Zarrella
		Title:		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Amendment No. 3 to Registration Statement on Form S-1 has been signed by the following persons in the capacities indicated on June 6, 2008.

Signature		Title

/s/ THOMAS M. ZARRELLA Thomas M. Zarrella		President and Chief Executive Officer and Director (principal executive officer)
/s/ ROBERT W. WOODBURY, JR Robert W. Woodbury, Jr		Chief Financial Officer (principal financial and accounting officer)
*		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. 3 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/ THOMAS M. ZARRELLA

Thomas M. Zarrella
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 Incoproated, 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.**
5.1		Form of 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 Indemnification 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.*
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.

*: 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.

EX-2.1 2 a2185919zex-2_1.htm EXHIBIT 2.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 2.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

by and among

GT SOLAR HOLDINGS, LLC
as Buyer,

GLOW MERGER CORPORATION
as Merger Sub,

GT EQUIPMENT TECHNOLOGIES, INC.
as the Company,

OCM/GFI POWER OPPORTUNITIES FUND II, L.P.

and
The Stockholders of the Company,
as Sellers

December 8, 2005

TABLE OF CONTENTS

1.	The Merger		1
	1.1	Exchange of Capital Stock	1
	1.2	The Merger	1
	1.3	Effective Time	1
	1.4	Effect of the Merger	2
	1.5	Certificate of Incorporation of the Surviving Corporation	2
	1.6	Bylaws of the Surviving Corporation	2
	1.7	Directors and Officers of the Surviving Corporation	2
	1.8	Conversion of Capital Stock	2
	1.9	Payment For Shares	4
	1.10	Dissenting Stockholders	4
	1.11	Adjustment to Purchase Price	4
	1.12	Closing Payment Schedule	6
	1.13	Closing	7
	1.14	Deliveries at Closing	7
	1.15	Sellers' Representative	8
	1.16	Further Assurances	9
	1.17	Company Stock Options; Stock Plans.	9
	1.18	Tax Treatment of Transaction	10
	1.19	RBC Rollover Contribution	10
2.	Representations and Warranties of the Company		10
	2.1	Existence; Good Standing; Authority	10
	2.2	Capitalization	11
	2.3	Subsidiaries	11
	2.4	No Conflict	12
	2.5	Financial Statements	12
	2.6	Absence of Undisclosed Liabilities	12
	2.7	Absence of Certain Changes	12
	2.8	Consents and Approvals	14
	2.9	Litigation	14
	2.10	Taxes	14
	2.11	Employee Benefit Plans	16
	2.12	Real and Personal Property	17
	2.13	Labor and Employment Matters	18
	2.14	Contracts and Commitments	19
	2.15	Intellectual Property	20
	2.16	Environmental Matters	21
	2.17	Insurance Coverage	22
	2.18	Compliance with Laws	22
	2.19	Product Warranty	22
	2.20	Suppliers and Customers	22
	2.21	Affiliate Transactions	23
	2.22	Officers and Directors; Bank Accounts	24
	2.23	Tangible Assets	24
	2.24	Inventory	24
	2.25	Notes and Accounts Receivable	24
	2.26	Anti-Takeover Statute Not Applicable	24
	2.27	Powers of Attorney	24

	2.28	Minority-Owned Subsidiaries	24
	2.29	Brokers	24
	2.30	Disclaimer of Other Representations and Warranties; Disclosure	24
3.	Representations and Warranties of Sellers		25
	3.1	Capital Stock	25
	3.2	Authority	25
	3.3	Consents and Approvals	26
	3.4	Litigation	26
	3.5	Adoption of Agreement and Approval of Merger	26
	3.6	Acknowledgement and Waivers	26
	3.7	Brokers	27
	3.8	New Member Representations and Warranties	27
	3.9	Disclaimer of Other Representations and Warranties	27
4.	Representations and Warranties of Buyer		28
	4.1	Existence; Good Standing; Authority	28
	4.2	No Conflict	28
	4.3	Consents and Approvals	28
	4.4	Litigation	29
	4.5	Financing	29
	4.6	Investment Intent	30
	4.7	Capitalization	30
	4.8	Brokers	30
	4.9	Disclaimer of Other Representations and Warranties	30
5.	Certain Covenants of Buyer, the Company and Sellers		30
	5.1	Conduct of Business Prior to Closing	30
	5.2	Access to Information	32
	5.3	Confidentiality	32
	5.4	Regulatory Consents and Other Authorizations	32
	5.5	Further Action	33
	5.6	Press Releases	33
	5.7	No Solicitation	33
	5.8	Notice of Certain Facts	34
	5.9	Indebtedness	35
	5.10	Return of Non-Public Information	35
	5.11	Title Insurance and Survey	35
	5.12	Closing Working Capital	35
	5.13	Net Operating Loss	35
	5.14	Waivers	35
	5.15	Guarantee of Covenants and Agreements of Buyer	35
6.	Certain Tax and Employee Matters		36
	6.1	Taxes	36
	6.2	Tax Sharing	36
	6.3	Cooperation on Tax Matters	36
	6.4	Tax Indemnification	37
	6.5	Employees; Benefits	38
	6.6	Officers' and Directors' Indemnification	38
	6.7	Resignations	39

7.	Conditions To Closing		39
	7.1	Conditions to Obligations of Sellers	39
	7.2	Conditions to Obligations of Buyer and Merger Sub	40
8.	Survival of Representations and Warranties and Covenants; Indemnification		41
	8.1	Survival	41
	8.2	Indemnification by Sellers and the Company	42
	8.3	Indemnification by Buyer	45
	8.4	Treatment of Indemnity Payments	47
	8.5	Remedies Exclusive	47
9.	Termination		47
	9.1	Termination	47
	9.2	Effect of Termination	47
	9.3	Waiver	47
10.	General Provisions		48
	10.1	Notices	48
	10.2	Fees and Expenses	49
	10.3	Certain Definitions	49
	10.4	Interpretation	50
	10.5	Counterparts	51
	10.6	Amendments	52
	10.7	Entire Agreement; Severability	52
	10.8	Third Party Beneficiaries	52
	10.9	Governing Law	52
	10.10	Assignment	52
	10.11	Mutual Drafting	52
	10.12	Consent to Jurisdiction	52
	10.13	Remedies	52

iii

EXHIBITS

Exhibit A		Sellers; Shares
Exhibit B		Form of Escrow Agreement
Exhibit C		Form of Release
Exhibit D-1		Form of Confidentiality and Non-Competition Agreement to be entered into by Dr. Kedar P. Gupta and Jonathan A. Talbott
Exhibit D-2		Form of Confidentiality and Non-Competition Agreement to be entered into by Howard Smith and Thomas M. Zarrella
Exhibit E		Form of Terms of LLC Operating Agreement of Buyer

SCHEDULES

Schedule 2.2		Capitalization
Schedule 2.3		Subsidiaries
Schedule 2.5		Financial Statements
Schedule 2.7		Absence of Certain Changes
Schedule 2.8		Company Consents
Schedule 2.9		Litigation
Schedule 2.10		Taxes
Schedule 2.11		Employee Benefit Plans
Schedule 2.12		Real Property and Leases
Schedule 2.13		Employment Matters
Schedule 2.14		Certain Contracts and Commitments
Schedule 2.15		Intellectual Property
Schedule 2.17		Insurance
Schedule 2.19		Product Warranty
Schedule 2.20		Suppliers and Customers
Schedule 2.21		Affiliate Transactions
Schedule 2.22		Officers and Directors; Bank Accounts
Schedule 2.28		Minority-Owned Subsidiaries
Schedule 5.1		Conduct of Business
Schedule 6.5		Benefit Plans
Schedule 7.2		Approvals

Index of Defined Terms

Accountants		5
accredited investor		28
Affiliate		51
Alternative Transaction		52
Applicable Limitation Date		43
Base Balance Sheet		13
Base Working Capital		5
Benefit Plan		17
Benefit Plans		17
Buyer		1
Buyer Indemnified Party		38
Buyer Shares		1
By-Laws		11
Cap		44
Certificate		12
Certificate of Merger		2
Closing		7
Closing Date		7
Closing Payment Schedule		7
Closing Statement		5
COBRA		17
Common Merger Consideration		3
Company Intellectual Property Rights		22
Company Stock Option		10
Company Transaction Expenses		52
Confidential Information		33
Confidentiality Agreement		33
Confidentiality and Non-Competition Agreement		7
Converted Common Shares		3
Current Assets		6
Current Liabilities		6
Debt		52
Deductible		44
DGCL		1
Dispute Notice		5
Dissenting Shares		4
Effective Time		2
Encumbrances		19
Entities		12
Environmental Laws		23
ERISA		17
ERISA Affiliate		17
Escrow Agent		7
Escrow Agreement		7
Escrow Amount		7
Escrow Release Date		47
Final Closing Statement		5
Financial Statements		13
GAAP		52
Governmental Authority		15
GT Companies		12
GT Company		12
GT Company Employees		39

GUST		17
HSR Act		15
Indemnified Persons		40
Intellectual Property Rights		21
Liabilities		13
listed transaction		16
Losses		53
mass layoff		20
Material Adverse Effect		53
MerchantBanc		35
Merger Sub		1
Minority-Owned Subsidiaries		12
multiemployer plan		52
New Member Shares		1
Operating Agreement		1
Option Agreement		10
Owned Real Property		18
Permitted Encumbrances		19
Person		53
plant closing		20
Pre-Closing Returns		38
Pre-Closing Tax Period		16
Preferred Stock		12
Pro Rata Portion		3
Purchase Price		3
RBC		2
RBC Buyer Shares		1
RBC Rollover Contribution		1
RBC Warrant		2
Representatives		35
Returns		15
Rollover Shares		1
Securities Act		28
Seller		1
Seller Indemnified Party		47
Sellers' Representative		8
Sellers' Representative Expenses Advance		9
Shares		1
Stock Plans		10
Surveys		36
Surviving Corporation		2
Takeover Statute		25
Tax		17
Tax Loss		39
Tax Returns		17
Tax Sharing Agreements		17
Taxing Authority		17
Title Policies		36
WARN Act		20
withdrawal liability		52
Working Capital		6
Working Capital Adjustment Amount		6

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of December 8, 2005 (this "Agreement"), by and among GT Solar Holdings, LLC, a Delaware limited liability company ("Buyer"), Glow Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Buyer ("Merger Sub"), GT Equipment Technologies, Inc., a Delaware corporation (the "Company"), OCM/GFI Power Opportunities Fund II, L.P., and the stockholders listed on the signature pages hereto (collectively, the "Sellers" and each individually, a "Seller").

WHEREAS, Sellers are the stockholders of the Company and own beneficially and of record all of the outstanding shares of capital stock of the Company, as set forth on Exhibit A hereto (collectively, the "Shares").

WHEREAS, the respective Boards of Directors of Buyer, Merger Sub and the Company have each approved, and deem it advisable and in the best interest of their respective stockholders or shareholders, as the case may be, to consummate the business combination transaction provided for herein in which Merger Sub will merge with and into the Company (the "Merger") in accordance with the terms and conditions of this Agreement and the applicable provisions of the General Corporation Law of the State of Delaware, as amended ("DGCL");

WHEREAS, Buyer is treated as a partnership for U.S. federal income tax purposes and it is intended that the exchange of the Rollover Shares for limited liability company interests in Buyer, followed by the Merger, shall qualify as (i) a tax-free exchange under Section 721 of the Code with respect to the exchange of the Rollover Shares and (ii) a taxable acquisition of the remaining outstanding Shares by Buyer;

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below, the parties hereto agree as follows:

1. The Merger.

1.1 Exchange of Capital Stock. Subject to the terms and conditions set forth in this Agreement (including Section 1.19), and in reliance on the representations and warranties contained herein, immediately prior to the Effective Time (as defined below), (i) each Seller will contribute to Buyer that number of Shares of Common Stock set forth opposite its name on Exhibit A hereto under the heading "Rollover Shares" (the "Rollover Shares") in exchange for Class A Shares of Buyer ("Buyer Shares") in the amount determined as set forth in the LLC Operating Agreement of Buyer containing terms and provisions substantially in the form of Exhibit E hereto (the "Operating Agreement"), and (ii) RBC will contribute to Buyer 16,065.6 Shares of Preferred Stock, and a portion of the RBC Warrant representing 20% of all of RBC's rights pursuant to the RBC Warrant (collectively, the "RBC Rollover Contribution"), in exchange for Class A Shares of Buyer (the "RBC Buyer Shares" and together with the Buyer Shares, the "New Member Shares") with initial "unreturned capital" equal to Five Million Dollars ($5,000,000), under the Operating Agreement.

1.2 The Merger. Subject to the terms and conditions set forth in this Agreement and in reliance on the representations and warranties contained herein, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall merge with and into the Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation in the Merger. The Company, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation."

1.3 Effective Time. On the Closing Date (as defined below), Buyer and the Company shall cause the Merger to be consummated by filing a duly executed and delivered certificate of merger as required by the DGCL (the "Certificate of Merger") with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, the

DGCL (the time of such filing, or such other time as Buyer and the Company shall specify in the Certificate of Merger, being the "Effective Time").

1.4 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the Certificate of Merger and as specified in the DGCL (including Section 259 of the DGCL).

1.5 Certificate of Incorporation of the Surviving Corporation. At and after the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation, until amended in accordance with the DGCL, except that the name of the Surviving Corporation shall be "GT Equipment Technologies, Inc."

1.6 Bylaws of the Surviving Corporation. At and after the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time shall be the Bylaws of Merger Sub, until amended in accordance with the DGCL, except that the name of the Surviving Corporation shall be "GT Equipment Technologies, Inc."

1.7 Directors and Officers of the Surviving Corporation.

(a) The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation or Bylaws of the Surviving Corporation or as otherwise provided by law.

(b) The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation or Bylaws of the Surviving Corporation or as otherwise provided by law.

1.8 Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Buyer, Merger Sub or any Seller.

(a) Company Capital Stock held by RBC. Royal Bank of Canada ("RBC") holds 80,328 shares of the Preferred Stock and the Series A Convertible Preferred Stock Purchase Warrant dated December 21, 2001 (the "RBC Warrant"). Subject to Section 1.19, RBC shall contribute to Buyer, pursuant to Section 1.1, the RBC Rollover Contribution. RBC agrees that, subject only to its obligations pursuant to Section 1.1, it shall continue to hold all legal and beneficial interest in all of such shares of Preferred Stock and the RBC Warrant through the Effective Time or, if the Effective Time does not occur, termination of this Agreement in accordance with its terms, without converting any of such shares into Common Stock or seeking to exercise, or exercising, the RBC Warrant in whole or in part. Further, to induce Buyer and Merger Sub to enter into this Agreement and to consummate the transactions contemplated hereby, including without limitation to cause to be made the payments described in Section 1.1 and in the next-following sentence, RBC agrees that it shall deliver the RBC Warrant to the Company prior to the Effective Time (other than the portion thereof it shall have contributed to Buyer pursuant to Section 1.1) for cancellation at the Effective Time. Subject to the terms and provisions of this Agreement, at the Effective Time the RBC Warrant (other than the portion thereof contributed to Buyer pursuant to Section 1.1), together with each outstanding share of Preferred Stock owned by RBC and all accrued but unpaid dividends thereon (after giving effect to the exchange for RBC Buyer Shares pursuant to Section 1.1) shall be converted into the right to receive aggregate consideration of Twenty Million Dollars ($20,000,000), cash, without interest. Notwithstanding anything to the contrary in this Agreement, RBC shall not be bound by the indemnification obligations of the Sellers for breaches of representations and warranties and covenants and agreements of the Company pursuant to Section 6.4 or Section 8.2, including with respect to the Escrow Amount

(provided that RBC shall be bound by the indemnification obligations pursuant to Section 8.2 as such obligations relate to RBC's representations and warranties), nor shall RBC be subject to any adjustments to such consideration amount in respect of the Working Capital Adjustment Amount, if any.

(b) Company Capital Stock. Subject to the terms and provisions of this Agreement, each Share issued and outstanding immediately prior to the Effective Time (other than the Rollover Shares, each share of Preferred Stock owned by RBC (and any accrued but unpaid dividends thereon), shares to be cancelled in accordance with Section 1.8(c) and Dissenting Shares referred to in Section 1.10) (the "Converted Common Shares"), shall be converted into the right to receive the Common Merger Consideration, in cash without interest, minus the Pro Rata Portion of the Escrow Amount and subject to the obligations of the Company and the Sellers with respect to the indemnification provisions of Section 6.4 and Section 8.2 and with respect to the Working Capital Adjustment Amount, if any (as defined and determined in accordance Section 1.11). For purposes of this Agreement, "Common Merger Consideration" shall mean the quotient obtained by dividing (i) (A) $82,763,000 in cash without interest (the "Purchase Price"), minus (B) the sum of the aggregate amount of any Debt as of immediately prior to the Closing, the amount of any Company Transaction Expenses that remain unpaid as of immediately prior to the Closing and are not included as Current Liabilities on the Closing Working Capital, the Sellers' Representative Expenses Advance (as defined in Section 1.15(e)), and the Twenty-Five Million Dollars ($25,000,000) in aggregate consideration payable to RBC pursuant to Section 1.1 and Section 1.8(a), plus (C) the sum of the aggregate exercise price of Company Stock Options outstanding at the Closing, by (ii) the number of fully diluted Shares immediately prior to the Effective Time, including the Rollover Shares to be contributed to Buyer pursuant to Section 1.1 (assuming exercise of all outstanding Company Stock Options, warrants and all other rights to acquire Shares, whether vested or unvested and whether or not immediately exercisable), but excluding any Shares issuable upon conversion of outstanding Preferred Stock held by RBC or directly or indirectly with respect to the RBC Warrant. The "Pro Rata Portion" of any particular dollar amount shall mean with respect to each Seller or holder of Company Stock Options the product of (i) the particular dollar amount and (ii) a fraction, the numerator of which is the fully diluted number of Shares (assuming exercise of each company Stock Option (whether or not then vested)) held by such Seller or holder of Company Stock Options immediately prior to the Effective Time without giving effect to the contribution of Rollover Shares pursuant to Section 1.1, and the denominator of which is the aggregate number of fully diluted Shares immediately prior to the Effective Time without giving effect to the contribution of Rollover Shares pursuant to Section 1.1 (assuming exercise of all outstanding Company Stock Options, warrants and all other rights to acquire Shares, whether vested or unvested and whether or not immediately exercisable), but excluding any Shares issuable upon conversion of outstanding Preferred Stock held by RBC or directly or indirectly with respect to the RBC Warrant. From and after the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Seller shall cease to have any rights with respect thereto, except the right to receive the Common Merger Consideration pursuant to this Section 1.8(b).

(c) Cancellation of Treasury Stock and Buyer-Owned Stock. All Shares that are (i) held by the Company as treasury shares or (ii) owned by Buyer immediately prior to the Effective Time, shall be cancelled and retired and shall cease to exist, and no securities of Buyer or other consideration shall be delivered in exchange therefor.

(d) Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

1.9 Payment For Shares.

(a) Withholding Rights. Buyer or the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Seller such amounts as Buyer is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Buyer or the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Seller.

(b) No Further Ownership Rights in the Shares. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the stock transfer books of the Company or the Surviving Corporation of the Shares which were outstanding immediately prior to such time. If, after such time, certificates representing any Shares are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article 1.

1.10 Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time (after giving effect to the exchange of the Rollover Shares as provided in Section 1.1) and held by a holder thereof who properly exercises and perfects appraisal rights for such Shares in accordance with Section 262 of the DGCL (the "Dissenting Shares") will be paid for by the Surviving Corporation in accordance with Section 262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under the DGCL, the right of such holder to such appraisal of its Shares shall cease and such Shares shall be deemed converted as of the Effective Time into the right to receive the consideration to which any such holder is entitled pursuant to Section 1.8. The Company shall give Buyer (a) prompt notice of any written demands for appraisal received by the Company, withdrawals of such demands, and any other related instruments served pursuant to Section 262 of the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisals under the DGCL. The Company shall not, except with prior written consent of Buyer, (i) voluntarily make any payment with respect to any demands for appraisal for Dissenting Shares, (ii) offer to settle, or settle, any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or (iv) agree to do any of the foregoing.

1.11 Adjustment to Purchase Price.

(a) Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to the Sellers' Representative a statement (the "Closing Statement") calculating Working Capital (as defined below) as of the Closing Date, which statement shall be prepared in accordance with GAAP consistently applied, and otherwise consistent with the methodology used to prepare the Base Balance Sheet (as defined below). Unless the Sellers' Representative delivers the Dispute Notice (as defined below) within thirty (30) days after receipt of the Closing Statement, such Closing Statement shall be deemed the "Final Closing Statement," shall be binding upon all parties and shall not be subject to dispute or review. The Sellers' Representative and its agents will have reasonable access to the work papers and personnel used by Buyer in preparing the Closing Statement. If the Sellers' Representative disagrees with the Closing Statement, the Sellers' Representative may, within thirty (30) days after receipt thereof, notify Buyer in writing, which notice shall provide reasonable detail of the nature and basis of each disputed item on the Closing Statement, including supporting documentation (the "Dispute Notice"). The Sellers' Representative and Buyer shall first use commercially reasonable efforts to resolve such dispute between themselves and, if the parties are able to resolve such dispute, the Closing Statement shall be revised to the extent necessary to reflect such resolution, shall be deemed the "Final Closing Statement" and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the parties fail to resolve the dispute within thirty (30) days after receipt by Buyer of the Dispute Notice,

the parties shall submit the dispute to Deloitte & Touche LLP at such firm's Boston, Massachusetts office (the "Accountants"). The Accountants shall act as experts and not arbiters and shall determine only those items in dispute on the Closing Statement as reflected on the Dispute Notice. Promptly, but no later than thirty (30) days after engagement, the Accountants shall deliver a written report to the Sellers' Representative and Buyer as to the resolution of the disputed items and the resulting calculation of Working Capital as of the Closing Date. The Closing Statement as determined by the Accountants shall be deemed the "Final Closing Statement," shall be conclusive and binding upon all parties and shall not be subject to dispute or review. All fees and expenses of the Accountants in connection with the resolution of the disputes pursuant to this Section 1.11(a) will be allocated between the Sellers, on the one hand, and Buyer, on the other, in the same proportion that the aggregate dollar amount of disputed items so submitted to the Accountants that is unsuccessfully disputed by such party (as finally determined by the Accountants) bears to the total dollar amount of such disputed items so submitted.

(b) Within three (3) business days following determination of the Working Capital set forth on the Final Closing Statement in accordance with Section 1.11(a) (the "Closing Working Capital"), (i) if the Closing Working Capital is less than Seven Million, Four Hundred Thousand Dollars ($7,400,000) (the "Base Working Capital"), then at Buyer's option (as indicated in writing delivered to the Sellers' Representative), the Sellers shall, or the Sellers' Representative shall instruct the Escrow Agent to, pay immediately to Buyer out of the Escrow Amount, an amount equal to the product of (A) a fraction, the numerator of which is the aggregate number of Converted Common Shares and Company Stock Options, and the denominator of which is the sum of the aggregate number of Rollover Shares plus the aggregate number of Converted Common Shares and Company Stock Options, and (B) the difference between the Closing Working Capital and the Base Working Capital and (ii) if the Closing Working Capital is greater than the Base Working Capital, Buyer shall pay to the Sellers' Representative, on behalf of Sellers and the holders of Company Stock Options, an aggregate amount equal to the product of (A) a fraction, the numerator of which is the aggregate number of Converted Common Shares and Company Stock Options, and the denominator of which is the sum of the aggregate number of Rollover Shares plus the aggregate number of Converted Common Shares and Company Stock Options, and (B) the difference between the Base Working Capital and the Closing Working Capital, in each case by wire transfer of immediately available funds or bank check. If Buyer elects to cause the Sellers to make payment in accordance with clause (i) of the preceding sentence, then each Seller shall be liable for the proportion thereof equal to a fraction, the numerator of which is the sum of the number of Converted Common Shares and Company Stock Options held by such Seller as of the Effective Time, and the denominator of which is the aggregate number of Converted Common Shares and Company Stock Options held by the Sellers as of the Effective Time and the aggregate number of Rollover Shares contributed to Buyer by the Sellers. If Buyer elects to cause the Sellers' Representative to instruct the Escrow Agent to make payment in accordance with clause (i) of the first sentence of this Section 1.11(b) and, after payment to Buyer of the Escrow Amount, Buyer has not been paid the full amount owed, then the Sellers shall be liable to Buyer for the difference between the amount paid to Buyer and the amount owed to Buyer (with liability for such obligation allocated severally among Sellers in proportion to each such Seller's relative holdings of Converted Common Shares and Company Stock Options as of the Effective Time). The Sellers' Representative shall promptly deliver to the Sellers and to holders of Company Stock Options all amounts paid to it by Buyer pursuant to this paragraph, ratably among such Sellers and optionholders based on each such Person's holdings of Converted Common Shares and Company Stock Options as of the Effective Time (subject to applicable withholding). If any payment required under this Section 1.11(b) is not made in full within such three (3) business day period, such payment will thereafter bear simple interest at a rate equal to the prime rate published in the Wall Street Journal plus two percent (2%) until paid in full. The difference between the Base Working Capital and the Closing Working Capital, whether a positive or a negative number, is referred to as the "Working Capital Adjustment Amount."

(c) As used in this Section 1.11 "Working Capital" means Current Assets minus Current Liabilities; "Current Assets" means and includes all cash and cash equivalents, restricted cash, accounts and deposits receivable (net of reserves and of accounts more than 60 days past due, provided, that uninvoiced accounts receivable shall not be counted as more than 60 days past due), inventories (net of write-downs) and other current assets of the Company, in each case as determined in accordance with GAAP and the Company's past practices and procedures, consistently applied (provided, for this purpose, that Current Assets shall not include the value of any net operating loss or similar Tax attribute existing as of the Closing); and "Current Liabilities" means and includes all Debt and liability for Taxes (provided, for this purpose, that Current Liabilities shall not include liability for Income Taxes attributable to any income which may be offset by any net operating loss in excess of $2,000,000 or similar Tax attribute except to the extent of any liability for any estimated or similar taxes with respect to such income that is due notwithstanding the relevant net operating loss or similar Tax attribute, and provided further that the amount of any Taxes included in the Current Liabilities shall be determined as of the Closing Date in accordance with the principles set forth in Section 6.4(b), and all accounts payable and accrued expenses, customer deposits, deferred revenue-current and other current liabilities of the Company, in each case as determined in accordance with GAAP and the Company's past practices and procedures, consistently applied, provided that to the extent such past practices and procedures are inconsistent with GAAP, the Working Capital shall be determined in accordance with GAAP. If at any time between the Closing and the eighteen-month anniversary of the Closing, the Company is paid with respect to any accounts receivable that existed on the balance sheet of the Company as of the Closing but were not included as Current Assets on the Closing Working Capital, Buyer shall pay such amount to the Sellers' Representative on behalf of the Sellers and holders of Company Stock Options.

1.12 Closing Payment Schedule. Two business days prior to the Closing, the Company shall provide to Buyer (i) a true and complete schedule of (x) the Debt as of such date, and (y) the Company Transaction Expenses as of such date, together with information as to the amounts of Company Transaction Expenses that have and have not been paid, (ii) a true and complete schedule setting forth the name of each optionholder and the number of Company Stock Options held by such optionholder and the exercise price of each Company Stock Option outstanding as of immediately prior to the Closing (before giving effect to Section 1.17), (iii) an estimated Closing Statement setting forth a good faith estimate as of such date of the Working Capital as of the Closing Date and (iv) such additional information as is reasonably requested by Buyer in order to determine the amount to be paid to the Sellers and optionholders (the "Closing Payment Schedule"). Upon delivery to the Buyer, the Closing Payment Schedule shall be certified by the Company's chief financial officer.

1.13 Closing. The closing (the "Closing") of the Merger and the other transactions contemplated by this Agreement shall be held at the offices of Goodwin Procter LLP, Exchange Place, Boston, Massachusetts, on the second business day following the date on which the conditions to Closing set forth in Article 7 of this Agreement have been satisfied or waived (except for such conditions that by their nature can only be satisfied at or after the Closing), or at such other time or such other place as Buyer and the Sellers' Representative may mutually determine. The date on which the Closing actually occurs is sometimes referred to herein as the "Closing Date."

1.14 Deliveries at Closing.

(a) At the Closing, Sellers and the Company will deliver or cause to be delivered to Buyer the following:

(i) an Escrow Agreement substantially in the form of Exhibit B (the "Escrow Agreement");

(ii) a release in the form of Exhibit C hereto, executed by each Seller;

(iii) confidentiality and non-competition agreements in the form of Exhibit D-1 hereto, executed by Dr. Kedar P. Gupta and Jonathan A. Talbott;

(iv) confidentiality and non-competition agreements in the form of Exhibit D-2 hereto, executed by Howard Smith and Thomas M. Zarrella (together with the confidentiality and non-competition agreements referenced in Section 1.14(a)(iii), the "Confidentiality and Non-Competition Agreements");

(v) the Operating Agreement, executed by RBC and each Seller who is obligated to contribute Rollover Shares pursuant to Section 1.1; and

(vi) each of the certificates, instruments and other documents required to be delivered at the Closing pursuant to Section 7.2.

(b) At the Closing, Buyer will deliver:

(i) Seven Million, Seven Hundred Thousand Dollars ($7,700,000) by wire transfer of immediately available funds (the "Escrow Amount") to JPMorgan Chase Bank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement;

(ii) to RBC, Twenty Million Dollars ($20,000,000) by wire transfer of immediately available funds;

(iii) to each Seller (other than RBC), by wire transfer of immediately available funds, an amount equal to the product of (x) the Common Merger Consideration and (y) the number of Shares owned by such Seller as of immediately prior to the Closing (after giving effect to the exchange of Rollover Shares pursuant to Section 1.1), less such Seller's Pro Rata Portion of the Escrow Amount;

(iv) to the holders of Company Stock Options, the amount as determined in accordance with Section 1.17;

(v) the Escrow Agreement;

(vi) to Dr. Kedar P. Gupta and Jonathan A. Talbott, the Confidentiality and Non-Competition Agreements in the form of Exhibit D-1 hereto, and to Howard Smith and Thomas M. Zarrella, the Confidentiality and Non-Competition Agreements in the Form of Exhibit D-2 hereto, each executed by Buyer;

(vii) to RBC and those Sellers exchanging Rollover Shares pursuant to Section 1.1, the Operating Agreement, evidencing the issuance of New Member Shares to such Sellers as set forth in Section 1.1; and

(viii) to the Company each of the certificates and other documents required to be delivered at the Closing pursuant to Section 7.1.

1.15 Sellers' Representative.

(a) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Dr. Kedar P. Gupta as his, her or its true and lawful agent and attorney-in-fact (the "Sellers' Representative"), with full power of substitution to act in such Seller's name, place and stead with respect to all transactions contemplated by and all terms and provisions of this Agreement and the Escrow Agreement, and to act on such Seller's behalf in any dispute, litigation or arbitration involving this Agreement or the Escrow Agreement, and to do or refrain from doing any further act or deed on behalf of such Seller which the Sellers' Representative shall deem necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Escrow Agreement, as fully and completely as such Seller could do if personally present, including the power:

(i) to waive any condition to the obligations of such Seller to consummate the transactions contemplated by this Agreement or the Escrow Agreement;

(ii) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of such Seller which the Sellers' Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement and the Escrow Agreement; and

(iii) to receive on behalf of, and to distribute (after payment of any unpaid expenses chargeable to Sellers in connection with the transactions contemplated by this Agreement and the Escrow Agreement), all amounts payable to such Seller under the terms of this Agreement and the Escrow Agreement.

(b) Each Seller acknowledges and agrees that the Shares set forth opposite such Seller's name on Exhibit A is true and correct. Each Seller further agrees that the calculation of the Buyer Shares, if applicable, and the Common Merger Consideration to be received by such Seller hereunder (as determined in accordance with Section 1.1 and Section 1.8(b)), represents the full amount to which such Seller is entitled in respect of such Seller's Shares. RBC agrees that the calculation of RBC Buyer Shares and the consideration to be received by it hereunder (as determined in accordance with Section 1.1 and Section 1.8(a)), represents the full amount to which RBC is entitled in respect of its Preferred Stock (and accrued but unpaid dividends thereon) and the RBC Warrant.

(c) The appointment of the Sellers' Representative shall be deemed coupled with an interest and shall be irrevocable, and Buyer, its affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Sellers' Representative on behalf of Sellers in all matters relating to this Agreement and the Escrow Agreement. All notices delivered by Buyer or the Company (following the Closing) to the Sellers' Representative (whether pursuant to this Agreement or otherwise) shall constitute notice to Sellers. The Sellers' Representative shall act for Sellers on all of the matters set forth in this Agreement and the Escrow Agreement in the manner the Sellers' Representative believes to be in the best interest of and equitable to Sellers and consistent with its obligations under this Agreement, but the Sellers' Representative shall not be responsible to Sellers for any loss or damages it or they may suffer by reason of the performance by the Sellers' Representative of its duties under this Agreement or the Escrow Agreement, other than loss or damage arising from willful violation of the law. In no case shall Buyer, the Company (following the Closing) or any of Buyer's Affiliates be responsible to the Sellers or the Sellers' Representative for any loss or damages it

or they may suffer by reason of the performance by the Sellers' Representative of its duties under this Agreement or the Escrow Agreement.

(d) Each Seller agrees to indemnify and hold harmless the Sellers' Representative from any Losses incurred by the Sellers' Representative arising from the performance of its duties as the Sellers' Representative hereunder, including the cost of legal counsel retained by the Sellers' Representative on behalf of Sellers, but excluding any loss or damage arising from willful violation of the law.

(e) At the Closing, Buyer shall deduct One Hundred Thousand Dollars ($100,000) from the Purchase Price (the "Sellers' Representative Expenses Advance" and shall pay such amount to the Sellers' Representative. The Sellers' Representative shall use such funds solely in connection with the performance of its duties as the Sellers' Representative hereunder and, upon the eighteen-month anniversary of the Closing (or such earlier date at the Sellers' Representative's discretion), shall pay any remaining amount to the Sellers and the holders of Company Stock Options, pro rata according to their ownership of Shares (assuming exercise of each Company Stock Option whether or not then vested) as of immediately prior to the Closing (without giving effect to any Rollover Shares exchanged pursuant to Section 1.1).

(f) All actions, decisions and instructions of the Sellers' Representative taken, made or given pursuant to the authority granted to the Sellers' Representative pursuant to this Section 1.15 shall be conclusive and binding upon each Seller and each holder of Company Stock Options, and no Seller or optionholder shall have the right to object, dissent, protest or otherwise contest the same.

(g) The provisions of this Section 1.15 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or dissolutions, granted by Sellers to the Sellers' Representative and shall be binding upon the executors, heirs, legal representatives, successors and assigns of each Seller.

1.16 Further Assurances. Each Seller and the Sellers' Representative shall, from time to time after the Closing at the reasonable request of Buyer, execute and deliver further instruments of transfer and take such other action as may be reasonably required to more effectively and fully implement the provisions of this Agreement.

1.17 Company Stock Options; Stock Plans.

(a) For purposes of this Agreement, the term "Company Stock Option" means each outstanding unexercised option to purchase shares of the Company's common stock, whether or not then vested or fully exercisable, granted on or prior to the date hereof to any current or former employee or director of the Company or any other person under any stock option plan or similar plan of the Company or in connection with any employment, consulting or other agreement or other arrangement with the Company approved by the Company's Board of Directors on or prior to the date hereof, including under the Company's 1997 Non-Qualified Stock Option Plan and the Company's 2005 Employee, Director and Consultant Stock Option Plan (collectively, the "Stock Plans"). As used herein, the term "Option Agreement" means a written agreement executed by the Company pursuant to the Stock Plans granting the Company Stock Options entitling the optionee named therein to purchase shares of the Company's common stock.

(b) As part of the transactions contemplated by this Agreement, the Company shall ensure that (i) immediately prior to the Closing, each outstanding Company Stock Option shall become immediately vested and exercisable in full and (ii) all outstanding Company Stock Options, Option Agreements and Stock Plans shall be terminated as of the Effective Time and no participant in the Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, Buyer or any Affiliate of any of the foregoing.

(c) Each holder of a Company Stock Option shall become entitled to receive an amount in cash, less any applicable withholding taxes, equal to the product of (i) the total number of shares of common stock issuable upon exercise of such Company Stock Option and (ii) the excess, if any, of the Common Merger Consideration less the applicable exercise price per share of the common stock otherwise payable upon exercise of such Company Stock Option. At the Closing, each holder of a Company Stock Option shall receive the amount set forth in the preceding sentence, minus the Pro Rata Portion of the Escrow Amount.

1.18 Tax Treatment of Transaction. For federal income tax purposes, any payment made pursuant to this Agreement and after the Closing Date (i) to the Sellers with respect to their Shares shall be treated as deferred Purchase Price and shall be subject to imputation of interest under Section 483 or Section 1274 of the Code or (ii) to the holders of the Company Stock Options with respect to their Options shall be treated as compensation reportable on Form W-2, subject to withholding by the Company, and includable in gross income of such optionholder and deductible by the Company at the time of payment.

1.19 RBC Rollover Contribution. No later than five (5) days before the Closing, Buyer shall deliver the final Operating Agreement to RBC. RBC shall have three (3) days from delivery of the final Operating Agreement by Buyer to elect, by delivering a written notice of such election to Buyer, to not make the RBC Rollover Contribution set forth in Section 1.1. If RBC so elects, (i) RBC shall not make any RBC Rollover Contribution and shall receive no RBC Buyer Shares, (ii) the aggregate cash consideration to be received by RBC pursuant to Section 1.8(a) (and delivered by Buyer pursuant to Section 1.14(b)(ii)) shall be Twenty-Five Million Dollars ($25,000,000), (iii) RBC shall not be required to execute and deliver the Operating Agreement, (iv) Buyer shall not be required to deliver the executed Operating Agreement to RBC, and (v) Exhibit A hereto shall be amended so as to reflect 39,781 Rollover Shares and 95,219 Selling Shares owned by Jonathan A. Talbott. Notwithstanding the foregoing, if RBC fails to deliver such written notice of election in the time prescribed in this Section 1.19, RBC shall be bound by Section 1.1 (without giving effect to this Section 1.19), and none of the changes set forth in the immediately preceding sentence shall be of any force or effect.

2. Representations and Warranties of the Company. In order to induce Buyer to enter into this Agreement and consummate the transactions contemplated hereby, the Company hereby makes to Buyer the following representations and warranties:

2.1 Existence; Good Standing; Authority.

(a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority, corporate and otherwise under the DGCL, to own, operate, lease and encumber its properties and carry on its business as currently conducted. The Company is duly licensed or qualified to do business as a foreign corporation under the laws of each other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, have a Material Adverse Effect. The copies of the Certificate and By-laws (the "By-Laws"), each as amended to date and made available to Buyer's counsel, are complete and correct, and no amendments thereto are pending.

(b) The Company has the power and authority, corporate and otherwise, to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to this Agreement, including the Escrow Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Escrow Agreement, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement and the Escrow

Agreement have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Escrow Agreement by Sellers and Buyer, this Agreement and the Escrow Agreement constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general equitable principles.

2.2 Capitalization.

(a) The authorized capital stock of the Company consists of 1,000,000 shares of Class A Common Stock, par value $0.01 per share, of which 306,126 shares are issued and outstanding, and 1,000,000 shares of Class B Common Stock, par value $0.01 per share, of which 2,683 shares are issued and outstanding (together, the "Common Stock"), and 1,000,000 shares of preferred stock, par value $0.01 per share, 500,000 shares of which have been designated as Series A 8% Convertible Preferred Stock (the "Preferred Stock") as provided in Article Fourth, Section A, Paragraph 4(c) of the Company's Certificate of Incorporation (the "Certificate"). 80,379 shares of Preferred Stock are issued and outstanding. The Sellers listed on Exhibit A hereto are the only stockholders of the Company, the Shares constitute all of the outstanding shares of capital stock of the Company and the information contained in Exhibit A is otherwise complete and accurate in all respects. Except as disclosed on Schedule 2.2, the Company has no outstanding subscriptions, options, warrants, agreements, arrangements or commitments of any kind for or relating to the issuance or sale of, any shares of capital stock or other equity interests of the Company. Except as set forth on Schedule 2.2, the Company is not subject to or bound by any obligation to purchase, redeem, or otherwise acquire any Shares or any other equity securities of the Company. All of the Shares have been duly and validly authorized and issued and are fully paid and non-assessable.

(b) Except as set forth on Schedule 2.2, there are no preemptive rights, rights of first refusal, put or call rights or obligations or anti dilution rights with respect to the issuance, sale or redemption of the Shares, or agreements relating to the voting or restricting the transfer of the Company's shares of capital stock other than rights set forth in the Certificate, the Stockholders' Voting Agreement dated as of December 24, 2001 and the Stock Restriction Agreement dated as of December 24, 2001. There are no rights to have the Company's shares of capital stock registered for sale to the public pursuant to the laws of any jurisdiction, other than rights set forth in the Registration Rights Agreement dated as of December 24, 2001.

2.3 Subsidiaries.

(a) Except as described on Schedule 2.3, the Company does not own or control, directly or indirectly, any interest in any other corporation, partnership, limited liability company, association or other entity, all such entities listed on Schedule 2.3 being referred to herein as the "Entities," and together with the Company, but excluding GT Global, LLC and SC Fluids, Inc. (such excluded Entities, the "Minority-Owned Subsidiaries"), as the "GT Companies," and each, a "GT Company". All of the outstanding shares of capital stock of or interests in each Entity that are owned, directly or indirectly, by the Company are owned free and clear of all rights of first refusal, pledges, claims, liens, changes, encumbrances and security interests of any kind or nature whatsoever. All outstanding shares of capital stock of or interests in each Entity that are owned, directly or indirectly, by the Company are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights or similar rights.

(b) Complete and correct copies of the organizational documents of each of the Entities, as amended to date have been made available to Buyer's counsel.

2.4 No Conflict. Neither the execution and delivery by the Company of this Agreement and the other agreements, documents and instruments contemplated hereby, including the Escrow Agreement, nor the consummation by the Company or Sellers of the transactions in accordance with the terms hereof and thereof, conflicts with or results in a breach of any provisions of the Certificate or By-laws. Assuming the consents, approvals and authorizations contemplated by Section 2.8 are obtained, the execution and delivery by the Company and the Sellers of this Agreement and the other agreements, documents and instruments contemplated hereby, including the Escrow Agreement, and the consummation by the Company or Sellers of the transactions in accordance with the terms hereof and thereof will not violate, or conflict with, or result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, lease, contract or other agreement to which any of the GT Companies is a party or by which any of the GT Companies or any of its properties is bound.

2.5 Financial Statements. The following financial statements (the "Financial Statements") are set forth on Schedule 2.5:

(a) Audited consolidated balance sheets of the Company as of March 31, 2005 and 2004, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the fiscal years then ended;

(b) Unaudited consolidated balance sheets of the Company as of October 31, 2005. (the "Base Balance Sheet"); and

(c) Unaudited consolidated statements of operations, changes in stockholders' equity and cash flows of the Company for the seven-month period ended October 31, 2005.

Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Financial Statements, the Financial Statements have been prepared in accordance with GAAP consistently applied, and present fairly in all material respects the consolidated financial condition and the results of operations, changes in stockholders' equity and cash flows of the Company as at the respective dates of and for the periods referred to in such Financial Statements.

2.6 Absence of Undisclosed Liabilities. None of the GT Companies has Debt, claims, commitments, liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, asserted or unasserted (collectively, "Liabilities") other than such Liabilities (A) reflected on the face of the Base Balance Sheet, and (B) Liabilities which have arisen after the date of the Base Balance Sheet in the ordinary course of business (none of which is a liability for breach of contract, breach of warranty, tort or infringement or a claim or lawsuit or an environmental liability, none of which would have a Material Adverse Effect and all of which shall, to the extent such Liabilities are current Liabilities, be included as Current Liabilities on the Final Closing Statement).

2.7 Absence of Certain Changes. Except as set forth on Schedule 2.7, since March 31, 2005, (i) there has not been any Material Adverse Effect and (ii) the GT Companies have operated only in the ordinary course of business consistent with past practices. Without limiting the generality of the foregoing, with respect to any of the GT Companies, there has not been any:

(a) change in the authorized or issued capital stock; grant of any option, right to purchase or similar right regarding the capital stock; purchase, redemption, retirement, or other acquisition of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of the capital stock;

(b) payment, grant or promise of any bonuses, or increase in salaries or other compensation or benefits, to any manager, director, officer, or employee, except for bonus awards and increases in salaries made in the ordinary course of business consistent with past practices;

(c) theft, damage, destruction or loss of any asset or property, whether or not covered by insurance, which has had a Material Adverse Effect;

(d) incurrence of Debt or guarantee of Debt or other Liability of any third party other than in the ordinary course of business;

(e) material change in the accounting methods or principles used, other than (A) write-downs or write-offs in the value of assets as required by GAAP, which, individually or in the aggregate, are not material, or (B) such adjustments as may be required by GAAP as a result of the transactions contemplated by this Agreement;

(f) issuance, sale or transfer of any notes, bonds or other debt securities, any equity securities, any securities convertible, exchangeable or exercisable into shares or units of any GT Companies' equity securities or capital stock, or options or other rights to acquire shares of its capital stock or other equity securities;

(g) discharge or satisfaction of any Encumbrance or payment on any Liability (other than Liabilities paid in the ordinary course of business), prepaid on any amount of indebtedness or the subjecting of any properties or assets to any Encumbrance;

(h) sale, lease, assignment or transfer (including transfers to any Seller or Affiliate) of any tangible or intangible assets (including Intellectual Property), except for sales of inventory in the ordinary course of business to unaffiliated third Persons on an arm's length basis, or disclosure of any confidential information (other than pursuant to agreements requiring the person to whom the disclosure was made to maintain the confidentiality of and preserving all rights of the GT Companies in such confidential information);

(i) waiver, cancellation, compromise, settlement or release of any rights or claims for an amount in excess of $75,000, whether or not in the ordinary course of business;

(j) entry into, amendment or termination of any material agreement or entry into any other material transaction not in the ordinary course of business, or a material change in any business practice;

(k) change in employment terms for any of its directors, officers, and employees outside the ordinary course of business or entry into any transaction with an Affiliate;

(l) change in conduct related to cash management customs and practices other than in the ordinary course of business consistent with past practices (including with respect to maintenance of working capital balances and inventory levels, collection of accounts receivable, payment of accounts payable, accrued liabilities, and other Liabilities and pricing and credit policies);

(m) change or authorization of any change in the Certificate, by-laws or other governing or organizational documents;

(n) loans or advances to, or guarantees for the benefit of, any Persons;

(o) institution of any claim or lawsuit for an amount involving in excess of $75,000 in the aggregate or involving equitable or injunctive relief;

(p) grant of any performance guarantee to its customers other than in the ordinary course of business and consistent with the policies and practices disclosed to Buyer; or

(q) entry into any agreement or commitment to do any of the actions described in clauses (a) through (p).

2.8 Consents and Approvals.

(a) Except as set forth on Schedule 2.8(a), the execution and delivery of this Agreement and the Escrow Agreement and performance of the obligations hereunder and thereunder by the Company and Sellers do not, and will not as of the Closing Date, require any consent, approval, authorization or other action by, or filing with or notification to, any federal, state, local, or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority"), except (i) the notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), if applicable, and (ii) as may be necessary as a result of any facts or circumstances relating solely to Buyer (including its sources of financing).

(b) Except as set forth on Schedule 2.8(b), the execution and delivery of this Agreement and the Escrow Agreement and performance of the obligations hereunder and thereunder by the Company do not, and will not as of the Closing Date, require any third-party consents, approvals, authorizations, actions or notifications.

2.9 Litigation. Except as set forth on Schedule 2.9, (i) there is no litigation, action, suit, proceeding, claim, audit, arbitration or investigation pending or, to the Company's knowledge, threatened against the GT Companies in or before any court, quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator, and (ii) none of the GT Companies is subject to any outstanding injunction, judgment, order, decree, ruling or charge.

2.10 Taxes. The Company represents and warrants to Buyer as of the date hereof and as of the Closing Date that:

(a) Filing and Payment. Except as set forth on Schedule 2.10(a), (i) all Tax returns, statements, reports, elections, declarations, disclosures, schedules and forms (including estimated tax or information returns and reports) filed or required to be filed with any Taxing Authority with respect to any Pre-Closing Tax Period by or on behalf of the GT Companies (collectively, the "Returns"), have, to the extent required to be filed on or before the date hereof, been filed when due in accordance with all applicable laws; (ii) as of the time of filing, the Returns were true and complete in all material respects; (iii) all Taxes due and payable have been timely paid, or withheld and remitted to the appropriate Taxing Authority and none of the GT Companies requested any extension of time within which to file any Return and has not yet filed such Return; (iv) the charges, accruals and reserves for Taxes with respect to the GT Companies reflected on the books of such entities (excluding any provision for deferred income taxes reflecting either differences between the treatment of items for accounting and income tax purposes or carryforwards) are adequate to cover Tax liabilities accruing through the end of the last period for which the GT Companies ordinarily record items on their respective books; and (v) all information set forth on the Base Balance Sheet (including the notes thereto) relating to Tax matters is true and complete in all material respects.

(b) Procedure and Compliance. Schedule 2.10(b) contains a list of all Returns of the GT companies (or any member of any affiliated, consolidated, combined or unitary group of which any GT Company is a member, (i) that are currently under audit or with respect to which the relevant taxing authority has informed any of the GT Companies in writing that the taxing authority may conduct an audit, and (ii) for which the relevant taxing authority has granted any extension or waiver of the statute of limitations period applicable to such Return, which period (after giving effect to such extension or waiver) has not yet expired.

(c) Taxing Jurisdictions. Schedule 2.10(c) contains a list of all jurisdictions (whether foreign or domestic) in which the GT Companies file income Tax Returns.

(d) Tax Sharing, Consolidation and Similar Arrangements. Except as set forth on Schedule 2.10(d), (i) none of the GT Companies has been a member of an affiliated, consolidated, combined or unitary group other than one of which the Company was the common parent; (ii) none of the GT Companies is party to any Tax Sharing Agreement; and (iii) none of the GT Companies has entered into any agreement or arrangement with any Taxing Authority with regard to the Tax liability of the GT Companies affecting or concerning any Tax period.

(e) Certain Transactions. Except as set forth on Schedule 2.10(e), (i) none of the GT Companies is a party to any "listed transaction" within the meaning of Treasury Regulations Section 1.6011-4(b)(ii) or any substantially similar transaction, and, to the knowledge of the GT Companies, none of the GT Companies is a party to any "reportable transaction" within the meaning of Treasury Regulation Section 1.6011-4 and (ii) during the five-year period ending on the date hereof, none of the GT Companies was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code.

(f) Post-Closing Attributes. Except as set forth on Schedule 2.10(f), none of the GT Companies will be required to include after the Closing Date taxable income attributable either to a change in method of accounting for a Pre-Closing Tax Period or to income economically realized in a Pre-Closing Tax Period, including any distributions in a Pre-Closing Tax Period from an entity that is fiscally transparent for Tax purposes and any income that would be includible after the Closing Date as a result of the installment method or the look-back method (as defined in Section 460(b) of the Code).

(g) Certain Elections. Schedule 2.10(g) lists each GT Company (i) with respect to which an election has been made under Treasury Regulations Section 301.7701-3 or any similar provision of Tax law to treat such GT Company as an association, corporation or partnership; and (ii) which is disregarded as an entity for Tax purposes.

(h) Non-Applicability of Certain Code Provisions. None of the GT Companies is, or at any time has been, subject to (i) the dual consolidated loss provisions of Section 1503(d) of the Code, (ii) the overall foreign loss provisions of Section 904(f) of the Code or (iii) the recharacterization provisions of Section 952(c)(2) of the Code.

(i) For purposes of this Agreement:

(i) "Pre-Closing Tax Period" means any Tax period ending on or before the Closing Date; and, with respect to a Tax period that begins on or before the Closing Date and ends thereafter, the portion of such Tax period ending on the Closing Date;

(ii) "Tax" means (i) any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to, estimated taxes and withholding on amounts paid to or by any Person), together with any interest, penalty, addition to tax or additional amount imposed by any federal, state, local or foreign governmental authority (a "Taxing Authority") responsible for the imposition of any such tax (domestic or foreign);

(iii) "Taxing Authority" has the meaning given to it in the definition of the term "Tax";

(iv) "Tax Returns" means returns, declarations, reports, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of Taxes of any party or the administration of any laws, regulations or administrative requirements relating to any Taxes; and

(v) "Tax Sharing Agreements" means all existing agreements or arrangements (whether or not written) binding any GT Company that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any person's Tax liability (excluding any indemnification agreement or arrangement pertaining to the sale or lease of assets or subsidiaries).

2.11 Employee Benefit Plans.

(a) Schedule 2.11 sets forth a complete and correct list of each "employee benefit plan" (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and each other benefit plan, program or arrangement that is maintained, sponsored or contributed or required to be contributed to by the Company, or with respect to which the Company has any current or potential liability (each a "Benefit Plan" and collectively the "Benefit Plans").

(b) The Company has delivered to Buyer complete and correct copies of the most recent plan documents and summary plan descriptions, the most recent determination letter received from the IRS, the most recent annual report (Form 5500, with all applicable attachments), and all other documents pursuant to which each Benefit Plan is maintained, funded and administered.

(c) Each Benefit Plan (and each related trust, insurance contract or fund) has been maintained, funded and administered in accordance with its terms and complies in form and in operation with all applicable requirements of ERISA, the Code and other applicable laws. The Company and each Person that could be treated, at any relevant time, as a single employer with the Company under Section 414 of the Code (an "ERISA Affiliate") have complied with the requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA (or similar state law) ("COBRA"). Each Benefit Plan that is intended to meet the requirements of a "qualified plan" under Section 401(a) of the Code has received a determination from the IRS that such Benefit Plan is so qualified (taking into account the changes required by the legislation commonly referred to as "GUST"), and nothing has occurred since the date of such determination that could adversely affect the qualification of such Benefit Plan.

(d) With respect to each Benefit Plan, all contributions or payments (including all employer contributions, employee salary reduction contributions and premium payments) that are due have been made within the time periods prescribed by the terms of each Benefit Plan, ERISA and the Code, and all contributions or payments for any period ending on or before the Closing Date that are not yet due have been made, paid or properly accrued.

(e) Neither the Company nor any ERISA Affiliate maintains, sponsors, contributes to, has any obligation to contribute to, or has any current or potential liability under or with respect to (i) any "defined benefit plan" (as defined in Section 3(35) of ERISA) or any other plan subject to the funding requirements of Section 412 of the Code or Section 302 or Title IV of ERISA, (ii) any "multiemployer plan" (as defined in Section 3(37) or 4001(a)(3) of ERISA), or (iii) any benefit plan, program or arrangement that provides for post-retirement or post-termination medical, life insurance or other welfare-type benefits (other than health continuation coverage required by COBRA).

(f) With respect to each Benefit Plan, (i) there have been no non-exempt "prohibited transactions" (as defined in Section 406 of ERISA or Section 4975 of the Code), (ii) no "fiduciary" (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of such Benefit Plan, and (iii) no action, investigation, suit, proceeding, hearing or claim with respect to the assets thereof (other than routine claims for benefits) is pending or, to the knowledge of the Company, threatened, and to the knowledge of the Company, there are no facts that could give rise to any such action, investigation, suit, proceeding, hearing or claim.

(g) The Company has not, since October 3, 2004, (i) granted to any Person an interest in a nonqualified deferred compensation plan (as defined in Section 409A(d)(1) of the Code) which interest has been or, upon the lapse of a substantial risk of forfeiture with respect to a given interest, will be subject to the tax imposed by Section 409A(a)(1)(B) or (b)(4)(A) of the Code), or (ii) modified the terms of any nonqualified deferred compensation plan in a manner that could cause an interest previously granted under such plan to become subject to the tax imposed by Section 409A(a)(1)(B)(4) of the Code.

(h) The Company has, for purposes of each Benefit Plan, correctly classified those individuals performing services for the Company as common law employees, leased employees, independent contractors or agents of the Company.

(i) Except as set forth on Schedule 2.11, none of the GT Companies is a party to any agreement, plan, arrangement or program that has or could, as a result of the transactions contemplated by this Agreement, separately or in the aggregate, cause any payment, benefit or acceleration of any payment or benefit to be treated as an "excess parachute payment" within the meaning of Section 280G of the Code (or any corresponding provision of state, local or foreign Tax law). No payment that is owed or may become due to any director, officer, employee or agent of any GT Company will be non-deductible to a GT Company, nor will any GT Company be required to "gross up" or otherwise compensate any such Person because of the imposition of any excise tax on a payment to such Person.

2.12 Real and Personal Property.

(a) The Company owns the real property (the "Owned Real Property") identified on Schedule 2.12(a). With respect to the Owned Real Property, the Company has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all liens and encumbrances except Permitted Encumbrances (as defined below). Except as set forth on Schedule 2.12(a), the GT Company has not leased or otherwise granted to any person the right to use or occupy the Owned Real Property or any portion thereof; and other than the right of Buyer

pursuant to this Agreement or as set forth on Schedule 2.12(a), there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. The GT Companies are not a party to any agreement or option to purchase any real property or interest therein.

The Owned Real Property identified on Schedule 2.12(a) comprises all of the real property owned or leased by the GT Companies and used or intended to be used in, or otherwise related to, the GT Companies' business. None of the GT Companies is a lessee of any real property.

(b) To the Company's knowledge, except as set forth on Schedule 2.12(b) and subject to the Company's obligations under Section 5.9, or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the GT Companies have good title to all of their respective tangible property and assets, real and personal, shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheet, free and clear of any mortgage, pledge, lien, deed of trust, option, right of first refusal, security interest, third-party claim, conditional sale agreement, security title, encumbrance or other charge (collectively, "Encumbrances"), except for (i) assets which have been disposed of to nonaffiliated third parties since the date of the Base Balance Sheet in the ordinary course of business consistent with past practices, (ii) Encumbrances reflected in the Base Balance Sheet, (iii) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise, individually or in the aggregate, have a Material Adverse Effect, and (iv) Encumbrances for current Taxes not yet due and payable (collectively, "Permitted Encumbrances").

2.13 Labor and Employment Matters.

(a) Each GT Company is, as of the date hereof, in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and collective bargaining agreements, wages and hours, family and medical leave, immigration, equal employment opportunity, employment standards, pay equity, labor relations, workers' compensation and occupational safety and health, including Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, and the related rules and regulations adopted by those federal agencies responsible for the administration of such laws, is not engaged in any unfair labor practices as defined in the National Labor Relations Act, or other applicable law and there are no arrearages in the payment of wages.

(b) No GT Company has recognized or is a party to or otherwise bound by (and none of their respective properties or assets is bound by or subject to) any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. As of the date of this Agreement, the Company is not subject to any charge, demand, application for recognition or certification, petition or representation proceeding seeking to compel, require or demand it to bargain with any labor union or labor organization nor, as of the date of this Agreement, is there pending or, to the Company's knowledge, threatened, any material labor strike or lockout involving the Company. To the Company's knowledge, there is no labor union organizing activity involving any employees of any GT Company.

(c) Except as set forth on Schedule 2.13(c), the Company is not a party to any employment, severance or consulting agreements with any manager, director, officer or employee requiring an annual payment in excess of $100,000.

(d) There are no complaints, controversies, charges, investigations, arbitrations, lawsuits or other actions or proceedings against any GT Company pending, or to the knowledge of the

Company, threatened (in any court or arbitral forum or with any agency responsible for the enforcement of any applicable labor or employment laws, or otherwise) alleging or concerning, and, to the knowledge of the Company, no employee or agent of any of the GT Companies has committed any act or omission that could give rise to material liability for, any breach of any express or implied contract of employment, violation of any law or regulation governing employment or the termination thereof or other illegal, discriminatory, wrongful or tortuous conduct in connection with the employment with any GT Company. To the knowledge of the Company, no federal, state, local or foreign agency responsible for the enforcement of any immigration, worker health and safety, labor or employment laws of any sort intends to conduct or is conducting an investigation with respect to or relating to any GT Company.

(e) Since the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act"), no GT Company has effectuated (1) a "plant closing" (as defined in the WARN Act) affecting any single site of employment or one or more facilities or operating units within any single site of employment of any GT Company; or (2) a "mass layoff" (as defined in the WARN Act) at any single site of employment or one or more facilities or operating units within any single site of employment of any GT Company.

(f) There are no written personnel manuals, handbooks, policies, rules or procedures applicable to employees of any GT Company other than those set forth on Schedule 2.13(f), true and complete copies of which have heretofore been delivered to Buyer.

2.14 Contracts and Commitments. Schedule 2.14 lists the following contracts and other agreements to which any of the GT Companies is a party:

(a) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $100,000 per annum;

(b) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $100,000;

(d) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation or under which it has imposed an Encumbrance on any of its assets, tangible or intangible;

(e) any agreement containing restrictions on any GT Company with respect to non-competition and any agreement containing restrictions with respect to the services any employee of a GT Company may perform for the GT Companies;

(f) any collective bargaining agreement;

(g) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual or other compensation in excess of $100,000 or providing material severance benefits;

(h) any agreement under which it has advanced or loaned any amount to (i) any of its directors, officers, or employees outside the ordinary course of business or (ii) any other Person in amounts in the aggregate exceeding $50,000;

(i) any agreement under which the consequences of a default or termination would have a Material Adverse Effect;

(j) any agreement under which it has granted any Person any registration rights (including demand and piggyback registration rights);

(k) any settlement, conciliation or similar agreement, the performance of which will involve payment of consideration in excess of $50,000;

(l) any other agreement (or group of related agreements) the performance of which involves consideration or obligations in excess of $100,000 other than any agreement (or group of related agreements) entered into in the ordinary course of business and involving consideration or obligations no greater, in the aggregate, than $250,000.

(m) Any agreement relating to the license, transfer or use of Intellectual Property Rights by the GT Companies to a third party or by a third party to the GT Companies, and all other agreements affecting the Company's ability to disclose any Intellectual Property Rights (as defined below), except with respect to any commercially available off-the-shelf software purchased or licensed for less than a total cost of $25,000.

The Company has delivered to Buyer a correct and complete copy of each written agreement required to be listed on Schedule 2.14 and a written summary setting forth the material terms and conditions of each oral agreement required to be referred to on Schedule 2.14. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable agreement of the applicable GT Company, and in full force and effect; (B) the Company is not and, to the knowledge of the Company, no other party is in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no GT Company nor, to the Company's knowledge, any other party has repudiated any material provision of the agreement.

2.15 Intellectual Property.

(a) "Intellectual Property Rights" means all: (A) patents, patent applications and patent disclosures; (B) trademarks, service marks, trade dress, trade names, logos and slogans (and all translations, adaptations, derivations and combinations of the foregoing) and Internet domain names, together with all goodwill associated with each of the foregoing; (C) copyrightable works and copyrights; (D) registrations and applications related to any of the foregoing; (E) trade secrets, know-how, confidential information and inventions; (F) computer software and technology (including but not limited to source code, executable code, data, databases and documentation); and (G) other intellectual property rights.

(b) Schedule 2.15 sets forth a complete and correct list of all the following that are owned by the GT Companies: patents; patent applications; trademark and service mark registrations and applications for registration; copyright registrations and applications for registration; Internet domain names; material unregistered trademarks, service marks, copyrights, and any other material Intellectual Property Rights.

(c) Except as set forth on Schedule 2.15, the GT Companies own and possess all right, title and interest in and to all of the Intellectual Property Rights set forth on Schedule 2.15, and own or have the right to use, pursuant to valid and enforceable (i) written license agreements (as set forth on Schedule 2.14) or (ii) agreements for commercially available off-the-shelf software purchased or licensed for less than $10,000, all other Intellectual Property Rights, in each case, as are necessary to operate the business of the GT Companies as currently conducted and as currently proposed to be conducted (collectively, the "Company Intellectual Property Rights").

(d) The Company Intellectual Property Rights have not been cancelled or abandoned and, to the Company's knowledge, have been duly maintained. The Company will continue to maintain all of the Company Intellectual Property Rights prior to Closing so as not to adversely affect the

validity or enforceability thereof. To the Company's knowledge, none of the patent rights that constitute Company Intellectual Property Rights have been misused. No claim by any third party contesting the validity, enforceability, use or ownership of any of the Company Intellectual Property Rights has been made in writing, is pending, or to the Company's knowledge, is threatened. Except as set forth on Schedule 2.15, the Company Intellectual Property Rights are free and clear of all Encumbrances other than Permitted Encumbrances.

(e) There are no pending or, to the Company's knowledge, threatened claims that the GT Companies have infringed, misappropriated or otherwise conflicted with, or that the GT Companies' business as now conducted or currently proposed to be conducted infringes, misappropriates or otherwise conflicts with, any Intellectual Property Rights of any third party, and no GT Company has knowledge of any facts that would indicate a likelihood of any such claims. The Company has not received any written notices of infringement, misappropriation or any other conflict regarding any of the foregoing (including any written demands or offers to license any Intellectual Property Rights as a result of such claims from any third party).

(f) To the Company's knowledge, no third party has infringed, misappropriated or otherwise conflicted with any of the Company's Intellectual Property Rights and Company is not aware (without any duty of investigation) of any facts that indicate a reasonable likelihood of the foregoing.

(g) To the Company's knowledge, the owners of any of the Intellectual Property Rights exclusively licensed to the Company have taken commercially reasonable actions to maintain and protect the Intellectual Property Rights covered by such licenses.

(h) No loss or expiration of any of the Company Intellectual Property Rights is pending, threatened or reasonably foreseeable, except for patents expiring at the end of their statutory terms (and not as a result of any act or omission by the GT Companies, including a failure by the GT Companies to pay any required maintenance fees).

(i) No former employee employed by or consultant or other third party engaged by the Company owns any rights in or to any of the Company Intellectual Property Rights. Except as set forth on Schedule 2.15, all GT Company Employees and current consultants or third parties engaged by the Company have executed and delivered to the applicable GT Company a written agreement (i) providing for the non-disclosure by such GT Company Employee or current consultant of any confidential information of the applicable GT Company and (ii) providing for the assignment by such GT Company Employee or current consultant to the applicable GT Company of any Intellectual Property Rights arising out of such GT Company Employee's employment by or current consultant's engagement by or contract with the applicable GT Company.

2.16 Environmental Matters.

(a) The Company has materially complied, and is in material compliance, with Environmental Laws. The Company has not received any written notice, report or other information regarding any actual or alleged material violation of Environmental Laws, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the Company or its past or current facilities arising under Environmental Laws. Neither the Company nor any of its predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance, or owned or operated its business or any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to any material or potentially material liabilities or investigative, corrective or remedial obligations pursuant to any Environmental Laws. Sellers and the Company have furnished to Buyer all environmental audits, reports and other material

environmental documents relating to the past or current operations or facilities of the Company and its predecessors and Affiliates which are in their possession or under their reasonable control.

(b) "Environmental Laws" means all applicable federal, state and local statutes or laws, judgments, orders, regulations, licenses, permits, rules and ordinances, all other legal requirements, and all common law, relating to pollution or protection of public or workplace health, safety or the environment, including, but not limited to the Federal Water Pollution Control Act (33 U.S.C. §1251 et seq.), Resources Conservation and Recovery Act (42 U.S.C. §6901 et. seq.), Safe Drinking Water Act (42 U.S.C. §3000(f) et. seq.), Toxic Substances Control Act (15 U.S.C. §2601 et seq.), Clean Air Act (42 U.S.C. §7401 et. seq.), Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq.), and other similar state and local legal requirements.

2.17 Insurance Coverage. Schedule 2.17 sets forth each insurance policy (including policies providing property, casualty, liability, and workers' compensation coverage and bond and surety arrangements) with respect to which any GT Company is a party, a named insured, or otherwise the beneficiary of coverage.

With respect to each such insurance policy: (A) the policy is legal, valid, binding, enforceable, and in full force and effect in all material respects; (B) neither the GT Companies nor, to the Company's knowledge, any other party to the policy is in material breach or default (including with respect to the payment of premiums or the giving of notices), and, to the Company's knowledge, no event has occurred that, with notice or the lapse of time, would constitute such a material breach or default, or permit termination, modification, or acceleration, under the policy; and (C) no GT Company, nor to the Company's knowledge, any other party to the policy has repudiated any material provision thereof. Schedule 2.17 describes any material self-insurance arrangements affecting the GT Companies.

2.18 Compliance with Laws. Each of the GT Companies has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder and including the Foreign Corrupt Practices Act, 15 U.S.C. 78dd-1 et seq.) of Governmental Authorities, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced or, to the knowledge of the Company, threatened against any of them alleging any failure so to comply. Notwithstanding the foregoing, the representations and warranties in this Section 2.18 do not apply to matters covered by Sections 2.10 ("Taxes"), 2.11 ("Employee Benefit Plans"), 2.13 ("Labor and Employment Matters"), and 2.16 ("Environmental Matters"), which matters are covered exclusively in such Sections.

2.19 Product Warranty. Substantially all of the products manufactured, sold, leased, and delivered by the GT Companies have conformed in all material respects with all applicable contractual commitments and all express and implied warranties, and except as set forth on Schedule 2.19 none of the GT Companies has any material liability (whether asserted or unasserted, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due) for replacement or repair thereof or other damages in connection therewith, subject only to the reserves for product warranty claims, if any, included on the Base Balance Sheet or on the Final Closing Statement. Substantially all of the products manufactured, sold, leased, and delivered by the GT Companies are subject to standard terms and conditions of sale or lease. Schedule 2.19 includes copies of the standard terms and conditions of sale or lease for each of the GT Companies (containing applicable guaranty, warranty, and indemnity provisions).

2.20 Suppliers and Customers. Schedule 2.20 sets forth a list of the five largest suppliers of each of the GT Companies, all sole source suppliers of any of the GT Companies and the five largest customers of each of the GT Companies for each of (a) the year ending March 31, 2005 and (b) the seven-month period ended October 31, 2005. None of the customers referred to in the preceding sentence has canceled in whole or materially reduced its agreement or commitment with the applicable GT Company to purchase products or services (or, to the knowledge of the Company, threatened to do

any of the foregoing in a manner reasonably likely to have such result) and none of the suppliers referred to in the preceding sentence has canceled in whole or materially reduced its agreement or commitment to supply services or supplies to the applicable GT Company (or, to the knowledge of the Company, threatened to do any of the foregoing in a manner reasonably likely to have such result). To the knowledge of the Company, the relationship of each GT Company with each of its suppliers and customers is a good commercial working relationship.

2.21 Affiliate Transactions. Except as disclosed on Schedule 2.21, since January 1, 2003, no officer, director, employee, stockholder or other Affiliate of any GT Company or any individual related by marriage or adoption to any such Person or any entity in which any such Person owns any beneficial interest, has been a party to any contract or transaction with any GT Company or which pertained to the business of any GT Company or had any interest in any property, real or personal or mixed, tangible or intangible, used in the business of any GT Company.

2.22 Officers and Directors; Bank Accounts. Schedule 2.22 lists all officers and directors of each GT Company, and all bank accounts, safety deposit boxes and lock boxes (designating each authorized signatory with respect thereto) of each GT Company.

2.23 Tangible Assets. The buildings, machinery, equipment and other tangible assets that the GT Companies own and lease are free from material defects (patent and latent), have been maintained in accordance with normal industry practice, and are in good operating condition and repair (subject to normal wear and tear).

2.24 Inventory. The inventory of the GT Companies consists of raw materials and supplies, manufactured and processed parts, work in progress, and finished goods, all of which is merchantable and fit for the purpose for which it was procured or manufactured, and none of which is slow-moving, obsolete, damaged, or defective, subject only to the reserves for inventory write-down, if any, included on the Base Balance Sheet or on the Final Closing Statement.

2.25 Notes and Accounts Receivable. All notes and accounts receivable of the Company are properly reflected on the books and records of the Company, arose from bona fide transactions in the ordinary course of business, are valid and binding obligations of the respective debtors and are not subject to setoffs or counterclaims.

2.26 Anti-Takeover Statute Not Applicable. Except for Section 203 of the DGCL (which has been rendered inapplicable), no "business combination," "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute or regulation under the Laws of the State of Delaware or other applicable law (each, a "Takeover Statute") is applicable to the Merger or any of the other transactions contemplated by this Agreement.

2.27 Powers of Attorney. To the knowledge of the Company, there are no material outstanding powers of attorney executed on behalf of any GT Company.

2.28 Minority-Owned Subsidiaries. Neither the Company nor GT Equipment Holdings, Inc. has any commitments, liabilities or obligations, contractual or otherwise, whether known or unknown, absolute, accrued, contingent or otherwise, to, nor is the Company or GT Equipment Holdings, Inc. a guarantor of any commitments, liabilities or obligations of, either of the Minority-Owned Subsidiaries. Except as disclosed on Schedule 2.28, since January 1, 2003, neither of the GT Companies, nor any officer, director, employee, stockholder or other Affiliate of any GT Company or any individual related by marriage or adoption to any such Person or any entity in which any such Person owns any beneficial interest, has been a party to any contract or transaction with any Minority-Owned Subsidiary or which pertained to the business of any Minority-Owned Subsidiary or had any interest in any property, real or personal or mixed, tangible or intangible, used in the business of any Minority-Owned Subsidiary.

2.29 Brokers. Except for the fees payable to Adams Harkness Inc., which fees will be paid by the Company immediately prior to Closing, the Company has not incurred or become liable for any broker's commission or finder's fee relating to or in connection with the transactions contemplated by this Agreement.

2.30 Disclaimer of Other Representations and Warranties; Disclosure. NONE OF THE GT COMPANIES, THEIR REPRESENTATIVES OR SELLERS HAVE MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE GT COMPANIES OR THE BUSINESS OF THE GT COMPANIES, THE SHARES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 2 AND IN ARTICLE 3 HEREOF.

(a) Without limiting the generality of the foregoing, none of the GT Companies, Sellers or representatives of the GT Companies or Sellers has made, and shall not be deemed to have made, any

representations or warranties in the materials relating to the business of the GT Companies made available to Buyer or in any presentation of the business of the GT Companies in connection with the transactions contemplated hereby, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including but not limited to, the Descriptive Memorandum dated July 2005, made available by the GT Companies and its representatives are not and shall not be deemed to be or to include representations or warranties of the GT Companies.

(b) Whenever a representation or warranty made by the Company herein refers to the knowledge of the Company, such knowledge shall be deemed to consist of the knowledge, on the date hereof and through the Closing Date, that any of Dr. Kedar P. Gupta, Thomas M. Zarrella, Jonathan Talbott, Howard Smith or Daniel F. Lyman would have, in each case after making such inquiry as a reasonable person under the circumstances.

(c) Notwithstanding anything to the contrary contained in this Agreement or in any of the Schedules, any information disclosed in one Schedule shall be deemed to be disclosed in other Schedules to the extent that the applicability of the information to such other Schedules is reasonably apparent on the face of such Schedule. Certain information set forth in the Schedules is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by the Company in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any liability of, or concession as to any defense available to, the Company.

(d) After the date hereof and prior to the Closing Date, the Company shall have the right to update the Schedules solely with respect to events or circumstances arising after the date hereof and prior to the Closing Date (i.e., not with respect to events or circumstances that existed as of the date of this Agreement); provided, however, the Company shall not have the right to update the Schedules with respect to matters relating to breaches by the Company of the covenants or agreements contained in this Agreement. Any such supplement shall not be given any effect for purposes of determining whether the closing condition in Section 7.2(b) has been satisfied, but after such supplement has been delivered to Buyer, the Schedules shall be deemed to have been updated for purposes of Section 8.2(a)(ii) if the supplement complies with Section 8.2(a)(ii).

3. Representations and Warranties of Sellers. In order to induce Buyer to enter into this Agreement and consummate the transactions contemplated hereby, each Seller hereby, severally, and not jointly, makes to Buyer the following representations and warranties with respect to such Seller.

3.1 Capital Stock. Such Seller beneficially owns the Shares set forth opposite such Seller's name in Exhibit A attached hereto. Such Shares are, and when delivered by such Seller to Buyer pursuant to this Agreement will be, free and clear of any and all restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), taxes, options, warrants, purchase rights, contracts, commitments, equities, claims, demands, or Encumbrances.

3.2 Authority.

(a) Such Seller has full right, power and authority individually or under its governing documents to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of such Seller pursuant to this Agreement and to carry out the transactions and obligations contemplated hereby and thereby. This Agreement and each agreement, document and instrument executed and delivered by such Seller pursuant to this Agreement constitute the valid and binding obligations of such Seller, enforceable in accordance with their respective terms

(except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general equitable principles), and each has been duly authorized by such Seller, as applicable, and such Seller has full power and authority to transfer, sell and deliver the Shares to be transferred by such Seller to Buyer pursuant to this Agreement.

(b) If such Seller is not an individual, neither the execution and delivery by such Seller of this Agreement and the other agreements, documents and instruments contemplated hereby, nor the consummation by such Seller of the transactions in accordance with the terms hereof and thereof, conflicts with or results in a breach of any provisions of such Seller's organizational documents. The execution and delivery by such Seller of this Agreement and the other agreements, documents and instruments contemplated hereby, and the consummation by such Seller of the transactions in accordance with the terms hereof and thereof, will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) result in acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice, or result in the imposition or creation of an Encumbrance upon or with respect to the Shares under (i) any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, government agency, or court to which Seller is subject or (ii) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, lease, contract or other agreement to which such Seller is a party, or by which such Seller or any of its properties is bound.

3.3 Consents and Approvals.

(a) The execution, delivery and performance of this Agreement and the Escrow Agreement and performance of the obligations hereunder and thereunder by such Seller does not, and will not, as of the Closing Date, require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority by such Seller, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) the notification requirements of the HSR Act, if applicable and (iii) as may be necessary as a result of any facts or circumstances relating solely to Buyer.

(b) The execution and delivery of this Agreement and the Escrow Agreement and performance of the obligations hereunder and thereunder by the Seller does not, and will not, as of the Closing Date, require any third-party consents, approvals, authorizations, actions or notifications.

3.4 Litigation. There is no litigation, action, suit, proceeding, claim, arbitration or investigation pending or, to such Seller's knowledge, threatened in writing, against the Sellers, as to which there is a reasonable likelihood of an adverse determination and which, if adversely determined (a) would delay, hinder or prevent the consummation of the transactions contemplated by this Agreement by such Seller, or (b) would have, individually or in the aggregate with all such other litigation, actions, suits, proceedings, claims, arbitrations or investigations, a material adverse effect on the ability of such Seller to perform his, her or its obligations under this Agreement.

3.5 Adoption of Agreement and Approval of Merger. Each Seller's execution and delivery of this Agreement constitutes the written consent of such Seller, pursuant to Section 228 of the DGCL, approving the adoption of this Agreement and the Merger and the other transactions contemplated hereby. Each Seller hereby waives any and all rights to any notices in connection with this Agreement, the Merger and the other transactions contemplated hereby, including those set forth in the Certificate and By-Laws and any other stockholder agreement to which such Seller is a party or of which such Seller is a third party beneficiary.

3.6 Acknowledgement and Waivers. EACH SELLER ACKNOWLEDGES THAT PURSUANT TO SECTION 1.1, CERTAIN SELLERS SHALL, IN LIEU OF RECEIVING THE COMMON MERGER CONSIDERATION, EXCHANGE A NUMBER OF ROLLOVER SHARES FOR

BUYER SHARES. Each Seller hereby waives any and all rights relating to the transfer of any Shares by any person under the Stock Restriction Agreement dated as of December 24, 2001, by and among the Company and the Sellers party thereto and under the applicable Right of First Refusal and Co-Sale Agreement, dated November 11, 2004, by and among the Company and the other parties thereto. Each Seller further agrees and acknowledges that as of the Closing, each such agreement shall terminate and be of no further force or effect.

3.7 Brokers. Except for the fees payable to Adams Harkness Inc., which fees will be paid by the Company immediately prior to Closing, such Seller has not incurred or become liable for any broker's commission or finder's fee relating to or in connection with the transactions contemplated by this Agreement.

3.8 New Member Representations and Warranties. RBC and each holder of Rollover Shares represents and warrants that:

(a) Investor Suitability. Such Seller is an "accredited investor" as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the "Securities Act").

(b) Investment Experience. Each Seller represents that it has such knowledge, experience and skill in evaluating and investing in securities, based on actual participation in financial, investment and business matters, so that each is capable of evaluating the merits and risks of an investment in the New Member Shares and has such knowledge, experience and skill in financial and business matters that each is capable of evaluating the merits and risks of the investment in Buyer and the suitability of the New Member Shares as an investment and can bear the economic risk of an investment in the New Member Shares. No guarantees have been made or can be made with respect to the future value, if any, of the New Member Shares, or the profitability or success of Buyer's business.

(c) Purchase for Own Account. Such Seller is acquiring the New Member Shares for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws.

(d) Restrictive Legends. Each certificate or instrument representing New Member Shares, if certificates representing such New Member Shares are issued, shall be imprinted with a legend in substantially the following form:

"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [ ], HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS ("STATE ACTS") AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR STATE ACTS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN A LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF [ ], AS AMENDED AND MODIFIED FROM TIME TO TIME, GOVERNING THE ISSUER (THE "COMPANY") AND BY AND AMONG CERTAIN INVESTORS. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

3.9 Disclaimer of Other Representations and Warranties. SUCH SELLER HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, THE BUSINESS OF THE COMPANY, THE

SHARES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 3.

4. Representations and Warranties of Buyer. In order to induce the Company and the Sellers to enter into this Agreement and consummate the transactions contemplated hereby, Buyer hereby makes to the Company and Sellers the following representations and warranties.

4.1 Existence; Good Standing; Authority.

(a) Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer is duly licensed or qualified to do business as a foreign limited liability company under the laws of any other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement. Buyer has all requisite limited liability company power and authority to own, operate, lease and encumber its properties and carry on its business as currently conducted.

(b) Buyer has the limited liability company power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of Buyer pursuant to this Agreement, including the Escrow Agreement, and to carry out the transactions and obligations contemplated hereby and thereby. The execution and delivery of this Agreement, the performance by Buyer of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery of this Agreement by Sellers and the Company, this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general equitable principles.

4.2 No Conflict. Neither the execution and delivery by Buyer of this Agreement and the other agreements, documents and instruments contemplated hereby, including the Escrow Agreement, nor the consummation by Buyer of the transactions in accordance with the terms hereof and thereof, conflicts with or results in a breach of any provisions of Buyer's certificate of formation or limited liability company operating agreement. The execution and delivery by Buyer of this Agreement and the other agreements, documents and instruments contemplated hereby, including the Escrow Agreement, and the consummation by Buyer of the transactions in accordance with the terms hereof and thereof, will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, lease, contract or other agreement to which Buyer is a party, or by which Buyer or any of its properties is bound.

4.3 Consents and Approvals.

(a) The execution, delivery and performance of this Agreement and the Escrow Agreement and performance of the obligations hereunder and thereunder by Buyer do not, and will not, as of the Closing Date, require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) the notification requirements of the HSR Act, if

applicable and (iii) as may be necessary as a result of any facts or circumstances relating solely to the Company or Sellers.

(b) To Buyer's knowledge, the execution and delivery of this Agreement and the Escrow Agreement and performance of the obligations hereunder and thereunder by Buyer do not, and will not as of the Closing Date, require any third-party consents, approvals, authorizations, actions or notifications.

4.4 Litigation. There is no litigation, action, suit, proceeding, claim, audit, arbitration or investigation pending or, to Buyer's knowledge, threatened in writing, against Buyer, as to which there is a reasonable likelihood of an adverse determination and which, if adversely determined (a) would delay, hinder or prevent the consummation of the transactions contemplated by this Agreement by Buyer, or (b) would have, individually or in the aggregate with all such other litigation, actions, suits, proceedings, claims, arbitrations or investigations, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement.

4.5 Financing. Buyer has or will have at the Closing sufficient funds to purchase the Shares and to pay the Purchase Price, in each case on the terms and conditions contemplated by this Agreement and Buyer has heretofore furnished the Company and the Sellers' Representative with sufficient evidence thereof. Buyer acknowledges and agrees that Buyer's performance of its obligations under this Agreement is not in any way contingent upon the availability of financing to Buyer.

4.6 Investment Intent. Buyer is acquiring the Shares solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer is an "accredited investor." Buyer acknowledges that the Shares to be acquired by Buyer pursuant to the transactions contemplated hereby have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and the securities laws of any applicable state or other jurisdiction or an exemption from such registration is available.

4.7 Capitalization.

(a) At the Effective Time, the capitalization of Buyer shall be as described on the Form of Terms of LLC Operating Agreement, attached as Exhibit E hereto.

(b) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, all of which are outstanding, and all of which are owned by Buyer free and clear of any liens.

4.8 Brokers. Buyer has not incurred or become liable for any broker's commission or finder's fee relating to or in connection with this Agreement or the transactions contemplated hereby.

4.9 Disclaimer of Other Representations and Warranties. BUYER HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO BUYER OR ANY OF ITS AFFILIATES OR THE GT COMPANIES, THE BUSINESS OF BUYER OR ANY OF ITS AFFILIATES OR THE GT COMPANIES, THE NEW MEMBER SHARES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4.

5. Certain Covenants of Buyer, the Company and Sellers.

5.1 Conduct of Business Prior to Closing. The Company agrees that, between the date hereof and the Closing Date, the GT Companies shall operate the business in the ordinary course of business, consistent with past practices, except as described on Schedule 5.1 or as otherwise contemplated by this Agreement. In furtherance of the foregoing, the Company shall, and shall cause GT Equipment Holdings, Inc., and shall use commercially reasonable efforts to cause each of the Minority-Owned Subsidiaries to refrain from:

(a) changing or introducing any method of management or operations except in the ordinary course of business and consistent with past practices;

(b) making any change to the Certificate or By-laws or other organizational documents of the Entities;

(c) issuing, granting, awarding, selling, pledging, disposing of or encumbering or authorizing the issuance, grant, award, sale, pledge, disposition or encumbrance of any shares of, or securities convertible or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any of its capital stock of any class thereof (except issuances of capital stock upon the exercise of currently outstanding stock options);

(d) (i) making any change in its borrowing arrangements, (ii) modifying, amending, terminating or entering into any material contracts, except as specifically provided in this Agreement or in the ordinary course of business, or (iii) waiving, releasing or assigning any material rights or claims, other than in the ordinary course of business;

(e) materially changing accounting policies or procedures;

(f) increasing the rates of direct compensation or bonus compensation payable or to become payable to any officer, employee, agent or consultant of the Company, except in the ordinary

course of business or in accordance with the existing terms of contracts entered into prior to the date of this Agreement or as expressly set forth in this Agreement;

(g) making any material acquisition or capital expenditure other than in the ordinary course of business;

(h) incurring any indebtedness for borrowed money for any amount or enter into any guaranty in excess of $100,000 in the aggregate other than indebtedness and guarantees incurred in the ordinary course of business;

(i) entering into mortgage, pledge or subject to any Encumbrance any of its properties or assets, except for Permitted Encumbrances;

(j) making any loans or grant any credit other than credit made in the ordinary course of business;

(k) disposing or agreeing to dispose of any properties or assets (other than Inventory) in an aggregate dollar amount in excess of $100,000 or acquire or agree to acquire assets or properties (other than Inventory) in an aggregate amount in excess of $100,000, in each case exclusive of any applicable Taxes, and except in the ordinary course consistent with past practice;

(l) acquiring or forming any subsidiary or acquire any shares in any company or acquire the whole or any substantial part of the assets or business of any other Person or enter into any joint venture or partnership with any other Person;

(m) redeeming any shares of capital stock, declaring or paying dividends on any of its capital stock;

(n) failing to keep in full force and effect its corporate existence and all rights and franchises relating or pertaining to its business and maintain in full force and effect the existence of all Intellectual Property Rights owned by, issued to, or licensed to it;

(o) failing to use its reasonable efforts to keep the Company's business organization and properties intact, including its present business operations, physical facilities, working conditions and employees and its present relationships with lessors, licensors, sales representatives, distributors and customers and others having business relations with it, promote the smooth transition of the Entities to the Buyer, and encourage employees to continue their employment with the GT Companies after the Closing;

(p) abandoning or failing to pursue any applications or maintain in effect any registrations with respect to Company Intellectual Property Rights;

(q) assigning, transferring or licensing any Intellectual Property Rights except in the ordinary course of business;

(r) failing to pursue infringement by or threatened infringement by third parties of Company Intellectual Property Rights;

(s) hiring or promoting any officer or executive level employee or appointing any director of any of the GT Companies;

(t) acquiring (by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any equity interest therein;

(u) adopting a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Entities (other than as

expressly provided in this Agreement) or otherwise altering in any fashion the corporate structure of the Entities; or

(v) entering into any executory agreement, commitment or undertaking to do any of the activities prohibited by the foregoing provisions.

5.2 Access to Information. The Company (i) will ensure that Buyer and its respective advisers, representatives and agents (including counsel, accountants and consultants) will have full access during business hours to all books, records, other data and information, facilities, properties, assets, key personnel, officers, and directors, and (ii) will instruct its independent accountants and legal counsel and request that its suppliers and customers make themselves available to and cooperate with Buyer in its investigation of the Company, in each case as reasonably requested by Buyer.

5.3 Confidentiality. From the date of this Agreement to the Closing, the parties shall adhere to the terms and conditions of that certain Confidentiality Agreement dated October 12, 2005 by and between the Company and Buyer (the "Confidentiality Agreement"). From and after the Closing, each Seller shall treat and hold as confidential any information concerning the business and affairs of the Entities that is not already generally available to the public (the "Confidential Information"), refrain from using any of the Confidential Information except in connection with this Agreement, and deliver promptly to Buyer, at the request and option of Buyer, all tangible embodiments (and all copies) of the Confidential Information which are in his possession or under his control. In the event that any Seller is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, such Seller shall notify Buyer promptly of the request or requirement so that Buyer may seek an appropriate protective order or waive compliance with the provisions of this Section 5.3. If, in the absence of a protective order or the receipt of a waiver hereunder, any Seller is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, such Seller may disclose the Confidential Information to the tribunal; provided that such disclosing Seller shall use its reasonable efforts to obtain an order or other assurance that confidential treatment shall be accorded to such Confidential Information required to be disclosed.

5.4 Regulatory Consents and Other Authorizations.

(a) The Company, the Sellers and Buyer shall use their good faith commercially reasonable efforts to obtain the authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement. If required by the HSR Act and if the appropriate filing of a Pre-Merger Notification and Report Form pursuant to the HSR Act has not been filed prior to the date hereof, each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form with respect to the transactions contemplated by this Agreement within three (3) business days after the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required approvals and shall promptly respond to any requests for additional information from any Governmental Authority or filings in respect thereof that may be necessary, proper or advisable. Buyer shall pay all filing and related fees in connection with any such filings which must be made by any of the parties under the HSR Act. Buyer hereby covenants and agrees to use its commercially reasonable efforts to secure termination of any waiting periods under the HSR Act, but not including the sale of any of its assets or business as may be necessary to secure such termination.

(b) The Company shall use its good faith commercially reasonable efforts to obtain, and Buyer shall use its good faith commercially reasonable efforts to assist the Company in obtaining the consents of third parties listed in Schedule 2.7(b), including (i) providing to such third parties such financial

statements and other financial information as such third parties may reasonably request, and (ii) executing agreements to effect the assumption of such agreements on or before the Closing Date.

5.5 Further Action. Each of the parties hereto shall use its respective commercially reasonable efforts to take or cause to be taken all appropriate action, do or cause to be done all things necessary, proper or advisable, and execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement on or prior to December 31, 2005 or as soon thereafter as reasonably practicable, including to satisfy its respective conditions set forth in Article 7.

5.6 Press Releases. The parties hereto will, and will cause each of their Affiliates and representatives to, maintain the confidentiality of this Agreement and will not, and will cause each of their Affiliates not to, issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto which consent shall not be unreasonably withheld; provided, however, that a party may, without the prior consent of the other parties hereto, issue or cause publication of any such press release or public announcement to the extent that such party reasonably determines, after consultation with outside legal counsel, such action to be required by law or by the rules of any applicable self-regulatory organization, in which event such party will use its commercially reasonable efforts to allow the other parties hereto reasonable time to comment on such press release or public announcement in advance of its issuance. Notwithstanding the foregoing, (i) Buyer and its Affiliates may disclose the transactions contemplated by this Agreement to its or their investors and prospective investors or lenders, (ii) after the Closing, Buyer, Adams Harkness, Inc., Chartworth LLC and their respective Affiliates may disclose the occurrence of the transactions contemplated by this Agreement (but not the Purchase Price, except that Buyer and its Affiliates may disclose the Purchase Price to its and their respective investors on a confidential basis) on their and their respective Affiliates' websites, newsletters and marketing materials, and (iii) Buyer, Adams Harkness, Inc., Chartworth LLC, their respective Affiliates, RBC, and MerchantBanc Venture Partners, LP ("MerchantBanc") may disclose the occurrence of the transactions contemplated by this Agreement to their respective investors and as required by applicable law or regulatory requirement.

5.7 No Solicitation.

(a) Except as otherwise provided herein, unless and until this Agreement shall have been terminated in accordance with its terms, the Company will cease and terminate immediately, and will cause each of its Affiliates and its and their respective representatives, agents, financial advisors, attorneys, other consultants, employees, officers and directors (such affiliates and others, including, e.g., advisors to such affiliates, collectively, "Representatives" of the Company) to cease and terminate immediately, all solicitations, initiations, encouragements, activities, discussions and/or negotiations with any person or entity conducted prior to the date hereof with respect to any proposed, potential or contemplated Alternative Transaction. In addition, the Company will not, and will cause each of its Representatives not to, directly or indirectly, (i) solicit, initiate, facilitate or encourage the submission of any proposal or indication of interest relating to an Alternative Transaction, (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquires or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Alternative Transaction, or (iii) authorize, engage in, or enter into any agreement or understanding with respect to, any Alternative Transaction. The Company will promptly notify Buyer of any proposal for an Alternative Transaction of which the Company or any of its Representatives may become aware prior to the Closing (which notice shall state the identify of the person making the proposal, the beneficial owner(s) thereof, if any, and the material terms of such proposal) and shall provide to Buyer any written materials received by the Company regarding any Alternative Transaction.

(b) From the date of this Agreement until the earlier of the Closing or one year after any termination of this Agreement, Buyer or its Affiliates shall not, and shall ensure that its and their respective directors, officers, employees, partners, agents, advisors or representatives shall not, directly or indirectly, (i) solicit for employment or employ any officer, employee or consultant of the Company, (ii) encourage, induce or attempt to induce any officer, employee or consultant of the Company to terminate his or her employment or consulting relationship with the Company, (iii) interfere with the business or operations of the Company, or (iv) take or fail to take any actions which could reasonably be expected to adversely affect the Company's business relationships with its customers and suppliers or goodwill.

5.8 Notice of Certain Facts. From the date of this Agreement until the Closing, Buyer shall promptly notify and inform the Sellers' Representative of any material variance or incorrect statement in the representations and warranties contained in Article 4 of this Agreement discovered by Buyer. The Sellers and the Company shall promptly notify and inform Buyer of any material variance or incorrect statement in the representations and warranties contained in Article 2 or Article 3 of this Agreement discovered by any Seller or the Company.

5.9 Indebtedness. Immediately prior to the Closing, the Company will repay all outstanding Debt and cause the personal guarantees of Dr. Kedar P. Gupta and Jonathan A. Talbott of the Company's indebtedness to Wells Fargo Business Credit, Inc. to be released.

5.10 Return of Non-Public Information. Immediately after the date of this Agreement, the Company shall request, and shall cause its Affiliates to request, the prompt return or destruction of all non-public information furnished to any Person (other than Buyer and its Affiliates and representatives) pursuant to any confidentiality agreement entered into within the past two years by the Company, its Affiliates or its representatives with such Persons relating to a potential acquisition of assets or securities of the Company or any portion thereof, or a merger, consolidation or other business combination involving any Entity and certify to Buyer that such return or destruction has occurred.

5.11 Title Insurance and Survey.

(a) The Company shall use commercially reasonable efforts to assist Buyer in obtaining ALTA owner's policies of title insurance for the Owned Real Property (in such form as, and from a title insurance company, reasonably acceptable to Buyer) with such endorsements to the title insurance policies as reasonably requested by Buyer or its lender (the "Title Policies"), including, without limitation, removing from title any liens or encumbrances which are not Permitted Encumbrances. The Company shall provide the title company with any affidavit, indemnity or other assurances reasonably requested by the title company to issue the Title Policies, provided that no such undertaking shall be the basis for any direct indemnity claim against the Sellers by Buyer pursuant to this Agreement. Buyer shall pay all fees, costs and expenses with respect to the Title Policies.

(b) The Company shall use commercially reasonable efforts to assist Buyer to obtain no later than thirty (30) days prior to the Closing, a survey for each Owned Real Property and Material Leased Real Property, dated no earlier than the date of this Agreement, prepared by a licensed surveyor satisfactory to Buyer, and conforming to 1997 ALTAI/ACSM Minimum Detail Requirements for Urban Land Title Surveys, including Table A Items Nos. 1, 2, 3, 4, 6, 7, 8, 9, 10, 11(a), 13, 14 15 and 16, and such other standards as the Title Company and Buyer require as a condition to the removal of any survey exceptions from the Title Policies, and certified to Buyer, Buyer's lender and the Title Company, in a form satisfactory to each of such parties (the "Surveys"). The Surveys shall not disclose any encroachment from or onto any of the Real Property or any portion thereof or any other survey defect which has not been cured or insured over to Buyer's reasonable satisfaction prior to the Closing. Buyer shall pay all fees, costs and expenses with respect to the Surveys.

5.12 Closing Working Capital. The Company shall ensure that the Closing Working Capital is no less than 10% greater than the Base Working Capital.

5.13 Net Operating Loss. The Company shall ensure that as of the end of the day on the Closing Date (after giving effect to the transactions contemplated by this Agreement), the consolidated net operating loss of the consolidated group of which the Company is common parent shall be no less than $2,000,000 (computed as if the tax year of such consolidated group ended at the end of the day on the Closing Date).

5.14 Waivers. The Company shall obtain the waivers under the Right of First Refusal and Co-Sale Agreements dated November 11, 2004 by and among the Company and the other parties thereto of each Restricted Holder (as such term is defined in such agreements) of any and all rights with respect to the transfer of any Shares by any person, except to the extent such waivers have been made pursuant to Section 3.6.

5.15 Guarantee of Covenants and Agreements of Buyer. From the date hereof up until the Effective Time (and not thereafter), OCM/GFI Power Opportunities Fund II, L.P. shall guarantee the performance of all the covenants and agreements of Buyer under this Agreement. At the Effective

Time, OCM/GFI Power Opportunities Fund II, L.P. shall automatically, and without further action by any other party hereto or any other Person, be released from all obligations under this Agreement. OCM/GFI Power Opportunities Fund II, L.P. is party to this Agreement solely for purposes of this Section 5.15.

6. Certain Tax and Employee Matters.

6.1 Taxes.

(a) Without the prior written consent of Buyer (not to be unreasonably withheld), none of the GT Companies shall, to the extent it may affect or relate to the GT Companies, make or change any Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, file any amended Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a Tax refund, offset or other reduction in Tax liability, consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment or take or omit to take any other action, if any such action or omission would have the effect of materially increasing the present or future Tax liability or materially decreasing any present or future Tax asset of any of the GT Companies or Buyer for a taxable period after the Closing Date.

(b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with transactions contemplated by this Agreement (including any real property transfer tax and any similar Tax) shall be borne by Sellers when due, and Sellers will file all necessary Tax returns and other documentation with respect to all such Taxes and fees.

(c) Any Tax refunds that are received by Buyer or any of the GT Companies, and any amounts credited against Tax to which Buyer or any of the GT Companies becomes entitled, for Pre-Closing Tax Periods shall be for the account of Sellers, and Buyer shall pay over to Sellers any such refund or the amount of any such credit within 15 days after receipt thereof.

6.2 Tax Sharing. Any and all existing Tax Sharing Agreements shall be terminated as of the day before the Closing Date. After the Closing Date, none of the GT Companies shall have any further rights or liabilities thereunder. This Agreement shall be the sole Tax sharing agreement relating to the GT Companies.

6.3 Cooperation on Tax Matters.

(a) Buyer and each Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of any Tax return, statement, report or form (including any report required pursuant to Section 6043A of the Code and all Treasury Regulations promulgated thereunder), any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each Seller agrees (i) to retain all books and records with respect to Tax matters pertinent to the GT Companies relating to any Pre-Closing Tax Period in such Seller's possession at the time of Closing, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) to give the Buyer reasonable written notice prior to destroying or discarding any such books and records and, if the other party so requests, each Seller, as the case may be, shall allow Buyer to take possession of such books and records.

(b) Buyer shall prepare, or cause to be prepared, all income Tax Returns that are required to be filed by, or with respect to, the GT Companies that includes any Pre-Closing Tax Period which are not due on or before the Closing Date (the "Pre-Closing Returns"). All Pre-Closing Returns shall be

prepared, and all elections with respect to such Pre-Closing Returns shall be made, in a manner consistent with the prior practice of the GT Companies, except as otherwise required by applicable law. Buyer shall permit the Sellers' Representative to review and comment on each such Pre-Closing Return prior to filing. If the Sellers' Representative requests any revisions to such Pre-Closing Returns, Buyer and the Sellers' Representative shall act in good faith to resolve the dispute. The Sellers' Representative will have the right to conduct any Tax audit or other Tax contest relating to the Company for any Pre-Closing Tax Period or related to any Tax for which Sellers would be liable, but Buyer may fully participate in such audit or contest at its own expense. The Sellers' Representative will conduct any such Tax audit or other Tax contest in good faith. With respect to any matters relating to such Tax audits or other Tax contests as to which Buyer may have a right to indemnification hereunder, the Sellers' Representative shall consult with Buyer and allow it to comment before taking any position or making any written submission with any governmental authority with regard to any indemnifiable matter. The Sellers' Representative shall not take any position, enter into any settlement or make any concession that may adversely affect Buyer or any Post-Closing Tax year of the GT Companies without the consent of Buyer, such consent not to be unreasonably withheld.

6.4 Tax Indemnification.

(a) Sellers hereby indemnify Buyer and its officers, directors, employees, agents, representatives, Affiliates, successors and assigns (each a "Buyer Indemnified Party") against and agree to hold each Buyer Indemnified Party harmless from any (i) Tax of the GT Companies with respect to a Pre-Closing Tax Period, (ii) Tax as a result of the GT Companies having been before the Closing Date a member of an affiliated, consolidated, combined or unitary group, or party to any Tax Sharing Agreement, (iii) (A) Tax of the GT Companies resulting from a breach of the provisions of Section 2.10 (subject to Section 8.1) or Section 6.1(a) or resulting from any payment by any GT Company, or benefit granted by any GT Company, treated as an "excess parachute payment" within the meaning of Section 280G of the Code (or any corresponding provision of state, local or foreign Tax law), whether or not such payment or benefit is listed on Schedule 2.11(i), or (B)"gross up" or compensation obligation to any Person because of the imposition of any excise tax on a payment to, or grant of a benefit to, such Person, and (iv) liabilities, costs, expenses, (including reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (i), (ii) or (iii), (the sum of (i), (ii), (iii) and (iv) being referred to herein as a "Tax Loss"); provided that Sellers shall have no liability for the payment of such Tax Loss to the extent that such Tax Loss is reflected as a Current Liability on the Final Closing Statement.

(b) For purposes of this Section 6.4, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the Pre-Closing Tax Period shall (i) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the allocation set forth in the foregoing clause (ii) shall be made in a manner consistent with prior practice of the GT Companies.

6.5 Employees; Benefits.

(a) Buyer shall not, at any time prior to ninety (90) days after the Closing Date, effectuate a "mass layoff" as that term is defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or comparable conduct under any applicable state law, affecting in whole or in part any facility, site of employment, operating unit or employee of the Company without complying fully with the requirements of WARN or such applicable state law. On or before the Closing Date, the Company shall identify, by location, each employee of any GT Company laid off in the 90-day period preceding the Closing Date.

(b) Buyer acknowledges that consummation of the transactions contemplated by this Agreement will constitute a change in control of the Company (to the extent such concept is applicable) for purposes of the Benefit Plans listed on Schedule 6.5. From and after the Closing, Buyer and the Company will honor in accordance with their terms all cash bonus plans, employment or compensation agreements, consulting agreements, change-of-control agreements and severance agreements or plans between the Company and any officer, director or employee of the Company in effect prior to the Closing Date and listed on Schedule 6.5.

(c) To the extent that service is relevant for purposes of eligibility or vesting under any employee benefit plan, program or arrangement established or maintained by Buyer (other than any defined benefit pension plan or equity-based plan or arrangement) following the Closing Date for the benefit of individuals who were employees of GT Companies immediately prior to the Closing Date (the "GT Company Employees"), such plan, program or arrangement shall credit such GT Company Employees for service on or prior to the Closing Date that was recognized by the Company under analogous Benefit Plans. In addition, with respect to any welfare benefit plan (as defined in Section 3(1) of ERISA) established or maintained by Buyer following the Closing Date in the plan year in which the Closing Date occurs for the benefit of GT Company Employees, Buyer shall use commercially reasonable efforts to cause such plan to waive any pre-existing condition exclusions or limitations, eligibility waiting periods or required physical examinations with respect to any GT Company Employee and their eligible dependents to the extent waived under the corresponding plan in which the applicable GT Company Employees participated immediately prior to the Closing Date and provide that any covered expenses incurred on or before the Closing Date by any GT Company Employee and their eligible dependents shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date.

(d) From and after the Closing Date and for a period of one-year thereafter, Buyer shall provide the GT Company Employees with benefits (including retirement and welfare benefits but excluding any equity-based arrangement) that are substantially comparable, in the aggregate, to the benefits provided under the Benefit Plans as in effect immediately prior to the Closing Date.

(e) Nothing in this Agreement shall be interpreted or construed to confer upon the GT Company Employees any right with respect to continuance of employment by the Company or Buyer or any of their Affiliates, nor shall this Agreement interfere in any way with the right of the Company or Buyer or any of their Affiliates to terminate any employee's employment at any time. Nothing in this Agreement shall interfere in any way with the right of the Company, Buyer, or any of their Affiliates to amend, terminate or otherwise discontinue any or all plans, practices or policies of Buyer, the Company or any of their Affiliates in effect from time to time. The provisions of this Section 6.5 are for the sole benefit of the parties to this Agreement and their permitted successors and assigns, and nothing herein, expressed or implied shall give or be construed to give any employee, former employee or other Person (other than the parties hereto and such permitted successors and assigns) any legal or equitable rights hereunder.

6.6 Officers' and Directors' Indemnification. The Company, Sellers and Buyer agree that all rights to exculpation and indemnification existing in favor of, and all limitations on the personal liability

of, the managers, directors, officers and employees of the Company ("Indemnified Persons") provided for in its By-laws and the Certificate, as in effect as of the date hereof with respect to matters occurring prior to the Closing, and specifically including the transactions contemplated hereby, shall continue in full force and effect for a period of six (6) years from the Closing, and Buyer shall cause the Company to advance expenses to each such Indemnified Person in connection with any proceeding involving such Indemnified Person to the fullest extent so permitted upon receipt of any undertaking required by law or in the Certificate; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. Notwithstanding the foregoing, no person shall have any rights against Buyer or the GT Companies or any of their respective directors, officers, stockholders or employees (in their capacities as such), or their successors or assigns, whether by contribution, indemnification, subrogation or otherwise, in respect of any payments of Losses made by any such person to the Buyer Indemnified Parties pursuant to Article 8 or otherwise in connection with any matter constituting a breach or inaccuracy of any representation or warranty of the Company or the Sellers, or a failure by the Company or the Sellers to perform or comply with any covenant or other agreement made by the Company or the Sellers. In the event that the Company transfers all or substantially all of its properties and assets to any Person, then and in each such case, proper provision shall be made so that the transferee of such properties or assets shall assume the obligations of the Company under this Section 6.6. Prior to the Closing, the Company shall purchase an extended reporting period endorsement under the Company's existing directors' and officers' liability insurance coverage for the Company in a form acceptable to the Company which shall provide such directors and officers with coverage for six (6) years following the Closing of not less than the existing coverage under, and which shall have other terms not materially less favorable to the insured persons than, the directors' and officers' liability insurance coverage presently maintained by the Company. This Section 6.6 is intended to benefit each of the Indemnified Persons and their respective heirs and personal representatives, each whom shall be entitled to enforce the provisions hereof.

6.7 Resignations. The Company and the Sellers shall cause the directors and officers of the GT Companies to resign or be removed from such positions effective as of the Closing.

7. Conditions To Closing.

7.1 Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement for the Closing shall be subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions:

(a) All covenants contained in this Agreement to be complied with by Buyer on or before the Closing shall have been complied with in all material respects, and the Sellers' Representative and the Company shall have received a certificate of Buyer to such effect signed by the managing member of Buyer.

(b) Each of the representations and warranties of Buyer contained in Article 4 shall be true and correct as of the Closing Date as though made on and as of the Closing Date; except as (i) would not delay, hinder or prevent the consummation of the transactions contemplated by this Agreement by Buyer, or (ii) would not have in the aggregate a material adverse effect on Buyer's ability to perform its obligations under this Agreement; and Buyer shall have delivered to the Company and the Sellers' Representative a certificate of the managing member of Buyer dated as of the Closing Date to the effect that the statements set forth in this Section 7.1(b) are true and correct.

(d) Any waiting period (and any extension thereof) under the HSR Act applicable to the transactions to be consummated at the Closing shall have expired or been terminated.

(e) No Governmental Authority or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order (whether temporary, preliminary or permanent) that is in effect and has the effect of making the transactions contemplated by this Agreement for the Closing illegal or otherwise restraining or prohibiting the consummation of such transactions.

(f) The personal guarantees of Dr. Kedar P. Gupta and Jonathan A. Talbott of the Company's indebtedness to Wells Fargo Business Credit, Inc. shall have been released.

7.2 Conditions to Obligations of Buyer and Merger Sub. The obligations of Buyer and Merger Sub to consummate the transactions contemplated by this Agreement for the Closing shall be subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions:

(a) All covenants contained in this Agreement to be complied with by any of the Company and Sellers on or before the Closing (considered individually and in the aggregate) shall have been complied with in all material respects, and Buyer shall have received a certificate of the Company's Chief Executive Officer and Chief Financial Officer dated as of the Closing Date to such effect.

(b) Each of the representations and warranties of the Company and Sellers contained in Article 2 and in Article 3 hereof, respectively (considered individually and in the aggregate), shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (except for those representations and warranties that are already qualified as to materiality, or Material Adverse Effect, in which case such representations and warranties shall be true in all respects), without giving effect to any supplement to the Schedules permitted by Section 2.30(d); and the Company (with respect to the representations and warranties contained in Article 2) and the Sellers (with respect to the representations and warranties contained in Article 3) shall have delivered to Buyer a certificate of the Company's Chief Executive Officer and Chief Financial Officer and the Sellers dated as of the Closing Date to such effect.

(c) Sellers and the Company shall have delivered or caused to be delivered each item set forth in Sections 1.12 and 1.14(a).

(d) Any waiting period (and any extension thereof) under the HSR Act applicable to the transactions to be consummated at the Closing shall have expired or been terminated.

(e) No Governmental Authority or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement for the Closing illegal or otherwise restraining or prohibiting the consummation of such transactions, and there must not have been commenced or threatened any proceeding that seeks to restrain or prohibit the consummation of the transactions contemplated by this Agreement.

(f) Sellers and the Company, as applicable, shall have received the authorizations, orders, approvals and consents of Governmental Authorities and third parties described on Schedule 7.2(f) in form and substance reasonably satisfactory to Buyer (subject to Section 5.4).

(g) Since the date of this Agreement, there shall not have occurred any event or change which, individually or in the aggregate, has had or would have a Material Adverse Effect.

(h) The Company shall have delivered to Buyer payoff letters with respect to all Debt of the GT Companies outstanding at the Closing, and releases of any and all Encumbrances on the GT Companies or any of its assets shall have been obtained.

(i) The Company shall have delivered to Buyer (i) certified copies of the certificate of incorporation and by-laws of the GT Companies, (ii) certified resolutions of the Company's board

of directors authorizing the execution, delivery and performance of this Agreement and approving the consummation of the transactions contemplated hereby and (iii) certificates of the secretary of state in which each GT Company is incorporated and each jurisdiction where each GT Company is qualified to do business stating that each such GT Company is in good standing in such jurisdiction.

(j) The Company shall have delivered to Buyer a statement issued pursuant to Treasury Regulation §1.897-2(h) certifying that interests in the Company are not U.S. real property interests.

(k) Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the GT Companies.

(l) Each of Dr. Kedar P. Gupta, Jonathan A. Talbott, Howard Smith and Thomas M. Zarrella shall have executed and delivered amended and restated employment agreements with the Company in form and substance reasonably acceptable to Buyer.

(m) The Company shall have obtained the waivers set forth in Section 5.14.

(n) Buyer shall have received from Goodwin Procter LLP, counsel to the Company, an opinion, addressed to Buyer, dated as of the Closing Date, and from Goodwin Procter LLP, counsel to Dr. Kedar P. Gupta and Jonathan A. Talbott and Gallagher, Callahan & Gatrell, counsel to MerchantBanc, opinions, addressed to Buyer, dated as of the Closing Date, each in form and substance reasonably acceptable to Buyer. Such opinions will, at the request of Buyer, state that they may be relied upon by any provider of debt financing to Buyer in connection with the transactions contemplated hereby.

8. Survival of Representations and Warranties and Covenants; Indemnification.

8.1 Survival. The representations, warranties and covenants of the parties hereto contained herein shall survive the Closing (even if the damaged party knew or had reason to know of any misrepresentation or breach of any warranty or covenant at the time of the Closing). Notwithstanding the foregoing, no party shall be entitled to recover for any Loss or Tax Loss pursuant to Section 6.4, 8.2(a)(i) or 8.2(a)(ii), or Section 8.3(a)(i) or 8.3(a)(ii) unless written notice of a claim thereof is delivered to the appropriate party prior to the Applicable Limitation Date. For purposes of this Agreement, the term "Applicable Limitation Date" shall mean the 18-month anniversary of the Closing Date; provided that the Applicable Limitation Date with respect to the following Losses shall be as follows: (i) with respect to any Loss arising from or related to a breach of any of the representations and warranties of the Company set forth in Section 2.1 (Existence, Good Standing; Authority) and Section 2.2 (Capitalization), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive forever), (ii) with respect to any Tax Loss arising from or related to a breach of any of the representations and warranties of the Company set forth in Section 2.10 (Taxes) and any obligation of the Sellers pursuant to Section 6.4 (Tax Indemnification), the Applicable Limitation Date shall be the 30th day after expiration of the statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled) applicable to the Tax which gave rise to such Loss, and (iii) with respect to any Loss arising from or related to a breach of (A) any of the representations and warranties of the Sellers set forth in Section 3.1 (Capital Stock), Section 3.2 (Authority), Section 3.5 (Adoption of Agreement and Approval of Merger), Section 3.6 (Acknowledgment and Waivers) and Section 3.8 (New Member Representations and Warranties) and (B) any of the representations and warranties of the Buyer set forth in Section 4.1 (Existence; Good Standing; Authority), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive forever).

Notwithstanding anything in this Article 8 to the contrary, in the event any party to this Agreement perpetrates a fraud on another party hereto, any party which suffers any Loss by reason

thereof shall be entitled to seek recovery therefor against the Person or Persons who perpetrated such fraud without regard to any limitation set forth in this Agreement (whether a temporal limitation, a dollar limitation or otherwise).

8.2 Indemnification by Sellers and the Company.

(a) Sellers agree to indemnify each Buyer Indemnified Party against and hold them harmless to the extent of any Losses resulting from (i) the breach of any representation or warranty of the Company or Sellers contained in this Agreement or in any certificate required to be delivered by the Company or the Sellers to Buyer pursuant to this Agreement (determined, in each case, without regard to any limitation or qualification by materiality or Material Adverse Effect contained therein), (ii) any breach of any representation or warranty of the Company or the Sellers contained in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Schedules, other than any such breach that is disclosed in a supplement to the Schedules in compliance with Section 2.30(d) and is expressly identified in the certificate delivered pursuant to Section 7.2(b) as having caused the condition in Section 7.2(b) not to be satisfied (determined without regard to any limitation or qualification by materiality or Material Adverse Effect), (iii) any breach of any covenant or agreement of the Company or Sellers contained in this Agreement, (iv) the matters described on Schedule 2.9 and (v) the participation by any employees or former employees of SC Fluids, Inc. in any Benefit Plan or arrangement at any time maintained, sponsored, or contributed to, by the GT Companies. Prior to the Closing, the Company agrees to indemnify the Buyer Indemnified Parties against and hold them harmless to the extent of any losses resulting from the breach of (x) any representation or warranty of the Company contained in this Agreement or (y) any covenant or agreement of the Company contained in the Agreement.

(b) The indemnification obligations of Sellers pursuant to Section 8.2(a) shall be limited as follows:

(i) Sellers shall have no obligation to provide any indemnification pursuant to Section 8.2(a)(i) or 8.2(a)(ii) until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant to Section 8.2(a)(i) or 8.2(a)(ii) exceeds Seven Hundred Seventy Thousand Dollars ($770,000) in the aggregate (the "Deductible"), in which case the Sellers shall be liable for only the excess over the Deductible to the extent that the aggregate amount of all such Losses indemnified by Sellers does not exceed the Escrow Amount (the "Cap"); provided that the foregoing limitations (i.e., the Deductible and the Cap) shall not apply with respect to any Loss arising from or related to the representations and warranties set forth in Section 2.1 (Existence; Good Standing; Authority), Section 2.2 (Capitalization), Section 2.10 (Taxes), Section 2.29 (Brokers), Section 3.1 (Capital Stock), Section 3.2 (Authority), Section 3.5 (Adoption of Agreement and Approval of Merger), Section 3.6 (Acknowledgment and Waivers), Section 3.7 (Brokers) or Section 3.8 (New Member Representations and Warranties). The Buyer Indemnified Parties shall be entitled to satisfy claims for indemnification pursuant to this Article 8 from the remaining Escrow Amount, it being agreed and understood that the Escrow Amount shall not limit or otherwise impair the Buyer Indemnified Parties' right to recover for any indemnifiable Losses pursuant to this Article 8; provided, however, that with regard to claims subject to the Cap, the Buyer Indemnified Parties shall only be entitled to satisfy claims for indemnification from the Escrow Amount.

(ii) Subject to the following sentence, the Indemnification obligations set forth in Section 8.2(a) shall be paid according to the percentage corresponding to each Seller's and/or optionholder's Pro Rata Portion with respect to any breach of any representation or warranty or covenant or agreement of the Company; provided that, to the extent that such Indemnification obligations at any time exceed the remaining Escrow Amount, such excess shall be paid by the Sellers, with each Seller liable for the proportion thereof equal to a fraction, the numerator of

which is the sum of the number of Converted Common Shares and Company Stock Options held by such Seller as of the Effective Time and the number of Rollover Shares contributed to the Buyer by such Seller, and the denominator of which is the aggregate number of Converted Common Shares and Company Stock Options held by the Sellers as of the Effective Time and the aggregate number of Rollover Shares contributed to the Buyer by the Sellers; and provided further, that the Indemnification obligations pursuant to Section 8.2(a)(v) shall be borne 64.29% by Kedar Gupta, 35.71% by Jonathan Talbott and 0% by any other Seller or Person. Notwithstanding the foregoing, each Seller shall be solely and fully liable, subject to any applicable limitations contained in this Agreement, in respect of any Losses arising from any breach of any representation or warranty in Article 3 by such Seller or any breach of any covenant or agreement of such Seller. In no event shall any Seller be obligated to indemnify a Buyer Indemnified Party for any breach by another Seller of any representation or warranty in Article 3 of this Agreement. To the extent an amount is paid out of the Escrow Amount with respect to any claim for which the Sellers are individually liable (e.g., breaches of representations and warranties in Article 3, breaches of any covenant or agreement of any Seller, and the obligations in Section 8.2(a)(v)), the Pro Rata Portion of the Escrow Amount attributable to each such Seller that was severally liable shall be appropriately adjusted.

(c) A Buyer Indemnified Party shall give the Sellers' Representative written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Buyer Indemnified Party may request indemnification hereunder (including under Section 6.4) or as to which the Deductible may be applied as soon as is practicable and in any event within thirty (30) days of the time that such Buyer Indemnified Party learns of such claim, assertion, event or proceeding; provided, however, that the failure to so notify the Sellers' Representative shall not affect rights to indemnification hereunder except to the extent that Sellers are prejudiced by such failure. The Sellers' Representative shall have the right to direct, through counsel of its own choosing that is reasonably acceptable to the Buyer Indemnified Party, the defense or settlement of any such claim or proceeding at its own expense; provided that, as a condition precedent to the Sellers' Representative's right to assume control of such defense, it must first enter into an agreement with the Buyer Indemnified Party (in form and substance reasonably satisfactory to the Buyer Indemnified Party) pursuant to which the Sellers' Representative agrees to waive any rights to dispute the Sellers' liability to the Buyer Indemnified Parties for Losses pursuant to this Section 8.2.

Notwithstanding any provision herein to the contrary, the Sellers' Representative shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Buyer Indemnified Party, if the claim which the Sellers' Representative seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal or quasi-criminal allegations, (iii) involves a claim to which the Buyer Indemnified Party reasonably believes an adverse determination would be detrimental to or injure the Buyer Indemnified Party's reputation or future business prospects, or (iv) involves a claim which, upon petition by the Buyer Indemnified Party, the appropriate court rules that the Sellers' Representative failed or is failing to vigorously prosecute or defend.

If the Sellers' Representative is permitted to assume and control the defense and elects to do so, the Buyer Indemnified Party shall have the right to employ counsel separate from counsel employed by the Sellers' Representative in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Buyer Indemnified Party shall be at the expense of the Buyer Indemnified Party unless (i) the employment thereof has been specifically authorized by the Sellers' Representative in writing, or (ii) the Buyer Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Sellers' Representative and the Buyer Indemnified Party.

If the Sellers' Representative shall control the defense of any such claim, the Sellers' Representative shall obtain the prior written consent of the Buyer Indemnified Party (which shall not

be unreasonably withheld) before entering into any settlement of a claim or ceasing to defend such claim, if pursuant to or as a result of such settlement or cessation, injunction or other equitable relief will be imposed against the Buyer Indemnified Party, if such settlement does not expressly unconditionally release the Buyer Indemnified Party from all Liabilities with respect to such claim and all other claims arising out of the same or similar facts and circumstances, with prejudice, or if such settlement could adversely affect any Tax or other Liability of Buyer, any Affiliate of Buyer, or any of the GT Companies.

If the Sellers' Representative elects to assume the defense of any such claim or proceeding, the Sellers' Representative shall consult with the Buyer Indemnified Party for the purpose of allowing the Buyer Indemnified Party to participate in such defense, but in such case the expenses of the Buyer Indemnified Party shall be paid by the Buyer Indemnified Party. A Buyer Indemnified Party shall provide and shall cause the Company to provide, as applicable, the Sellers' Representative and counsel with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers' Representative in the defense or settlement thereof, and Sellers shall reimburse the Buyer Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers' Representative elects to direct the defense of any such claim or proceeding, the Buyer Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Sellers' Representative consents in writing to such payment or unless the Sellers' Representative, subject to the last sentence of this Section 8.2(c), withdraws from the defense of such asserted liability or unless a final judgment from which no appeal may be taken by or on behalf of Sellers is entered against the Buyer Indemnified Party for such liability. If the Sellers' Representative fails to defend or if, after commencing or undertaking any such defense, the Sellers' Representative fails to prosecute or withdraws from such defense, the Buyer Indemnified Party shall have the right to undertake the defense or settlement thereof, at Sellers' expense. If the Buyer Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.2(c) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego any appeal with respect thereto, then the Buyer Indemnified Party shall give the Sellers' Representative prompt written notice thereof, and the Sellers' Representative shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding.

(d) No Buyer Indemnified Party shall be entitled to indemnification hereunder for any Loss arising from a breach of any representation, warranty or covenant set forth herein (and the amount of any Loss incurred in respect of such breach shall not be included in the calculation of any limitations on indemnification set forth herein) to the extent that such Loss is included as a Current Liability on the Final Closing Statement.

(e) If and to the extent any provision of this Section 8.2 is unenforceable for any reason, the Sellers hereby agree to make the maximum contribution to the payment and satisfaction of any Loss for which indemnification is provided for in this Section 8.2 which is permissible under applicable legal requirements.

(f) Any liability for indemnification under this Section 8.2 shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.

(g) On the eighteen month anniversary of the Closing Date (the "Escrow Release Date"), Buyer shall direct the Escrow Agent to release to the Sellers' Representative the remaining amount of the Escrow Amount less the aggregate amount of all Losses specified in any then unresolved indemnification claims made by the Buyer Indemnified Parties pursuant to this Section 8.2. To the extent that, on the Escrow Release Date, any amount has been reserved and withheld from distribution from the Escrow Amount on account of an unresolved claim for indemnification and, subsequent to the

Escrow Release Date, such claim is resolved, the parties shall immediately direct the Escrow Agent to release (i) to the Buyer Indemnified Parties the amount of Losses, if any, due in respect of such claim as finally determined and (ii) to the Sellers' Representative an amount equal to the excess, if any, of the amount theretofore reserved and withheld from distribution in respect of such claim over the payment, if any, made pursuant to the foregoing clause (i) of this sentence. The Parties hereto agree that, for federal and state income tax purposes, any income earned on or derived from the Escrow Amount shall be allocated to the Buyer in accordance with proposal regulations under Section 468B(g) of the Code.

8.3 Indemnification by Buyer.

(a) Buyer agrees, subject to the other terms and conditions of this Agreement, to indemnify Sellers and their respective Affiliates, officers, directors, employees, agents, representatives, successors and assigns (each a "Seller Indemnified Party") against and hold them harmless from all Losses resulting from (i) the breach of any representation or warranty of Buyer contained in Article 4 of this Agreement, (ii) any breach of any representation or warranty of Buyer contained in this Agreement as if such representation or warranty were made on and as of the Closing Date, and (iii) any breach of any covenant or agreement of Buyer contained in this Agreement.

(b) The indemnification obligations of Buyer pursuant to Section 8.3(a) shall not be effective until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant to Section 8.3(a) exceeds the Deductible, in which case Buyer shall be liable for only the excess over the Deductible, to the extent that the aggregate amount of all such Losses indemnified by Buyer does not exceed the Cap; provided that the foregoing limitations (i.e., the Deductible and the Cap) shall not apply with respect to any Loss arising from or related to the representations and warranties set forth in Section 4.1 (Existence; Good Standing; Authority), Section 4.7 (Capitalization), or Section 4.8 (Brokers).

(c) A Seller Indemnified Party shall give the Buyer written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Seller Indemnified Party may request indemnification hereunder or as to which the Deductible may be applied as soon as is practicable and in any event within thirty (30) days of the time that such Seller Indemnified Party learns of such claim, assertion, event or proceeding; provided, however, that the failure to so notify the Buyer shall not affect rights to indemnification hereunder except to the extent that Buyer is prejudiced by such failure. Buyer shall have the right to direct, through counsel of its own choosing that is reasonably acceptable to the Seller Indemnified Party, the defense or settlement of any such claim or proceeding at its own expense; provided that, as a condition precedent to the Buyer's right to assume control of such defense, it must first enter into an agreement with the Seller Indemnified Party (in form and substance reasonably satisfactory to the Seller Indemnified Party) pursuant to which the Buyer agrees to waive any rights to dispute Buyer's liability to the Sellers for Losses pursuant to this Section 8.3.

Notwithstanding any provision herein to the contrary, Buyer shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Seller Indemnified Party, if the claim which Buyer seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal or quasi-criminal allegations, (iii) involves a claim to which the Seller Indemnified Party reasonably believes an adverse determination would be detrimental to or injure the Seller Indemnified Party's reputation or future business prospects, or (iv) involves a claim which, upon petition by the Seller Indemnified Party, the appropriate court rules that Buyer failed or is failing to vigorously prosecute or defend.

If Buyer is permitted to assume and control the defense and elects to do so, the Seller Indemnified Party shall have the right to employ counsel separate from counsel employed by Buyer in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Seller Indemnified Party shall be at the expense of the Seller Indemnified Party unless (i) the employment thereof has been specifically authorized by Buyer in writing, or (ii) the Seller Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between Buyer and the Seller Indemnified Party.

If Buyer shall control the defense of any such claim, Buyer shall obtain the prior written consent of the Seller Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of a claim or ceasing to defend such claim, if pursuant to or as a result of such settlement or cessation, injunction or other equitable relief will be imposed against the Seller Indemnified Party, if such settlement does not expressly unconditionally release the Seller Indemnified Party from all Liabilities with respect to such claim and all other claims arising out of the same or similar facts and circumstances, with prejudice, or if such settlement could adversely affect any Tax or other Liability of Buyer, any Affiliate of Buyer, or any of the GT Companies.

If Buyer elects to assume the defense of any such claim or proceeding, Buyer shall consult with the Seller Indemnified Party for the purpose of allowing the Seller Indemnified Party to participate in such defense, but in such case the expenses of the Seller Indemnified Party shall be paid by the Seller Indemnified Party. A Seller Indemnified Party shall provide Buyer and counsel with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with Buyer in the defense or settlement thereof, and Buyer shall reimburse the Seller Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. If Buyer elects to direct the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless Buyer consents in writing to such payment or unless Buyer, subject to the last sentence of this Section 8.3(c), withdraws from the defense of such asserted liability or unless a final judgment from which no appeal may be taken by or on behalf of Buyer is entered against the Seller Indemnified Party for such liability. If Buyer fails to defend or if, after commencing or undertaking any such defense, Buyer fails to prosecute or withdraws from such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at Buyer's expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 8.3(c) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego any appeal with respect thereto, then the Seller Indemnified Party shall give Buyer prompt written notice thereof, and Buyer shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding.

(d) If and to the extent any provision of this Section 8.3 is unenforceable for any reason, Buyer hereby agrees to make the maximum contribution to the payment and satisfaction of any Loss for which indemnification is provided for in this Section 8.3 which is permissible under applicable legal requirements.

(e) Any liability for indemnification under this Section 8.3 shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.

8.4 Treatment of Indemnity Payments. All payments made by Sellers or Buyer, as the case may be, to or for the benefit of the other parties pursuant to Article 6 or this Article 8 shall be treated as adjustments to the Purchase Price for tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

8.5 Remedies Exclusive. The rights of the parties to indemnification relating to this Agreement or the transactions contemplated hereby shall be strictly limited to those contained in this Article 8 (and with respect to Taxes and Tax Losses, Section 6.4), and such indemnification rights shall be the exclusive remedies of the parties with respect to any Losses in any way relating to this Agreement or arising in connection herewith; provided, however, that nothing in this Section 8.5 shall prohibit any party from seeking specific performance or injunctive relief against any other party of any covenant hereunder; and provided further, that nothing in this Section 8.5 shall limit any party's remedies for a breach of a covenant occurring prior to the Closing. To the maximum extent permitted by law, the parties hereby waive all other rights and remedies with respect to any Losses in any way relating to this Agreement or arising in connection herewith, whether under any laws, at common law or otherwise), except that nothing in this Section 8.5 shall limit the right of any party to pursue any remedy available under any document or agreement executed and delivered pursuant to or in connection with this Agreement or the transactions contemplated hereby.

9. Termination.

9.1 Termination. This Agreement may be terminated:

(a) at any time, by the mutual written consent of the Sellers' Representative, the Company and Buyer;

(b) by the Company or the Sellers' Representative, if the Company or Sellers, as applicable, are not then in material breach of any term of this Agreement, upon written notice to Buyer, upon a material breach of any representation, warranty or covenant of Buyer contained in this Agreement, provided that such breach is not capable of being cured or has not been cured within thirty (30) days after the giving of notice thereof by the Company or the Sellers' Representative to Buyer;

(c) by Buyer, if Buyer is not then in material breach of any term of this Agreement, upon written notice to Company and the Sellers' Representative, upon a material breach of any representation, warranty or covenant of the Company contained in this Agreement, provided that such breach is not capable of being cured or has not been cured within thirty (30) days after the giving of notice thereof by Buyer to the Company; and

(d) by Buyer, the Company or the Sellers' Representative at any time after January 31, 2006, if the Closing has not occurred as of such date and the party seeking termination is not then in breach of any of the terms of this Agreement.

9.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 9.1, this Agreement shall forthwith become void and there shall be no further liability or obligations hereunder on the part of any party hereto or their respective Affiliates except for the obligations of the parties pursuant to this Section 9.2 and Sections 5.3, 5.6, 5.7(b) and 10.2; provided, however, that nothing herein shall relieve any party from liability for any breach of this Agreement existing at the time of such termination.

9.3 Waiver. At any time prior to the Closing, Buyer, the Company and the Sellers' Representative may (a) extend the time for the performance of any of the obligations or other acts of

an other party hereto, (b) waive any inaccuracies in the representations and warranties of an other party contained herein or in any document delivered by another party pursuant hereto or (c) waive compliance with any of the agreements of an other party or conditions to its own obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Waiver of any term or condition of this Agreement by a party shall not be construed as a waiver of any subsequent breach or waiver of the same term or condition by such party, or a waiver of any other term or condition of this Agreement by such party.

10. General Provisions.

10.1 Notices. All notices, requests, claims, demands and other communications under this Agreement will be in writing and will be deemed given on the same day when delivered personally or by facsimile transmission or on the next business day if sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as specified by like notice):

if to the Company prior to the Closing Date, to:

GT Equipment Technologies, Inc.
243 Daniel Webster Highway
Merrimack, New Hampshire 03054
Attn: Dr. Kedar P. Gupta, Chief Executive Officer
Facsimile: (603) 598-0430

and to

GT Equipment Technologies, Inc.
243 Daniel Webster Highway
Merrimack, New Hampshire 03054
Attn: Daniel Lyman, General Counsel
Facsimile: (603) 598-0430

with copy to:

Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
Attn: Jack B. Steele
Facsimile: (617) 523-1231

if to the Sellers' Representative, to:

Dr. Kedar P. Gupta
27 Colburn Lane
Hollis, NH 03049
Facsimile: (603) 598-0430

with a copy to:

Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
Attn: Jack B. Steele
Facsimile: (617) 523-1231

If to Buyer or Merger Sub, to Buyer at:

GT Solar Holdings, LLC
c/o GFI Energy Ventures, LLC
11611 San Vicente Blvd., Suite 710
Los Angeles, CA 90049
Attn: Richard Landers
Ian A. Schapiro
Walid A. Gardezi
Facsimile: (310) 442-0540

with a copy to:

Kirkland & Ellis LLP
777 South Figueroa Street
Los Angeles, CA 90017
Attn: John A. Weissenbach
Damon R. Fisher
Facsimile: (213) 680-8500

10.2 Fees and Expenses. Prior to the Closing, the Company shall pay the Company Transaction Expenses. Any such Company Transaction Expenses not paid prior to the Closing shall be included as a Current Liability in the Closing Working Capital. The Sellers shall be responsible for the payment of, and shall pay, any expenses incurred by the Sellers, the Company or the Sellers' Representative in connection with the negotiation and consummation of the transactions contemplated hereby in excess of the Company Transaction Expenses, and in no event shall Buyer or the Company have any liability, obligation or responsibility therefor, other than amounts deducted from the Purchase Price pursuant to Section 1.8(b). Buyer shall bear its own fees and expenses incurred in connection with the negotiation and consummation of the transactions contemplated by this Agreement.

10.3 Certain Definitions. For purposes of this Agreement:

(a) An "Affiliate" of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person;

(b) "Alternative Transaction" means any (i) investment in, capital contribution or loan to, or reorganization, dissolution, liquidation or recapitalization of the Company or any of its subsidiaries, (ii) merger, consolidation, share exchange or other similar transaction involving all or any portion of the Company or any of its subsidiaries, (iii) issuance or sale of any equity interests in the Company or any of its subsidiaries, other than issuances of stock upon exercise of stock options outstanding on the date hereof (and related transfers pursuant to existing contractual arrangements that the Company will disclose to you promptly after execution of this letter agreement), (iv) sale of any assets of the Company or any of its subsidiaries (other than sales of inventory to customers in the ordinary course of business consistent with past practice), (v) similar transaction or business combination involving the Company or any of its subsidiaries or the business or capital stock or assets of any of the foregoing, or (vi) other transaction undertaken by the Company or any of its Representatives which would reasonably be expected to have the effect of preventing, impeding or delaying the consummation of the transactions contemplated by this Agreement;

(c) "Company Transaction Expenses" means an amount equal to the sum of the legal, accountant, investment banking and other fees and expenses of the Company and/or the Sellers incurred in connection with the negotiation and the consummation of the transactions contemplated by this Agreement.

(d) "Debt" means (i) any indebtedness for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money, (ii) any indebtedness evidenced by any note, bond,

debenture or other debt security, (iii) any indebtedness for the deferred purchase price or property or services with respect to which any GT Company is liable, contingently or otherwise, as obligor or otherwise, (iv) any commitment by which any GT Company insures a creditor against loss (including contingent reimbursement Liability with respect to letters of credit, but not including undrawn letters of credit to secure the repayment of obligations of the Company for customer deposits, and warranties of the Company, provided that such letters of credit are secured in part with "restricted cash" included on the Company's balance sheet and included in Working Capital), (v) any indebtedness guaranteed in any manner by any GT Company (including guarantees in the form of an agreement to repurchase or reimburse), (vi) any Liabilities under capitalized leases with respect to which any GT Company is liable, contingently or otherwise, as obligor, guarantor or otherwise, (vii) any indebtedness secured by an Encumbrance on any GT Company's assets, (viii) any unsatisfied obligation for "withdrawal liability" to a "multiemployer plan" as such terms are defined under ERISA, (ix) any Liability of any GT Company under deferred compensation plans, phantom stock plans, severance or bonus plans, or similar arrangements made payable in whole or in part as a result of the transactions contemplated herein, (x) any off-balance sheet financing of any GT Company, (xi) any accrued and unpaid interest on, and any prepayment premiums, penalties or similar contractual charges in respect of, any of the foregoing obligations computed as though payment is being made in respect thereof on the Closing Date and (xii) any Liabilities incurred by any GT Company (including, but not limited to, any fees, costs and expenses incurred on behalf of the Sellers) in connection with the negotiation of this Agreement, the performance of such GT Company's and its pre-Closing Affiliates' obligations hereunder, and the consummation of the transactions contemplated hereby.

(e) "GAAP" means U.S. generally accepted accounting principles, consistently applied;

(f) "Losses" of a Person means any and all losses, liabilities, damages, claims, awards, judgments, costs and expenses (including reasonable attorneys' fees) actually suffered or incurred by such Person;

(g) "Material Adverse Effect" means any circumstance, change in or effect on the Company or any of its subsidiaries that, individually or in the aggregate with any other circumstances, changes in or effects on the Company, has or would reasonably be expected to have a material adverse effect on the financial condition, properties, assets, operations, prospects or business of the Company, on a consolidated basis, except for any such effects resulting from (i) the transactions contemplated hereby or the announcement thereof, (ii) changes in general economic or political conditions or the securities markets in general (excluding any such change which has a disproportionate impact on the Company) or (iii) changes, after the date of this Agreement, in conditions generally applicable to businesses in the same industries of the Company (excluding any such change which has a disproportionate impact on the Company) including (A) changes in laws generally applicable to such businesses or industries and (B) changes in GAAP or its application; and

(h) "Person" means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

10.4 Interpretation. When a reference is made in this Agreement to an Article, Section, Schedule or Exhibit, such reference will be to an Article or Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they will be deemed to be followed by the words "without limitation." The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms used herein with initial capital

letters have the meanings ascribed to them herein and all terms defined in this Agreement will have such defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

10.5 Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. This Agreement and any amendments hereto, to the extent signed and delivered by means of digital imaging and electronic mail or a facsimile machine, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such contract, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties.

10.6 Amendments. This Agreement may not be amended or modified, nor may compliance with any condition or covenant set forth herein be waived, except by a writing duly and validly executed by Buyer, the Company and the Sellers' Representative, or in the case of a waiver, the party waiving compliance, provided, however, that the written consent of RBC shall also be required with respect to any amendment, modification or waiver that would alter the rights and obligations of RBC under this Agreement.

10.7 Entire Agreement; Severability. This Agreement (including the exhibits, schedules, documents and instruments referred to herein) and the Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. If any term, condition or other provision of this Agreement is found to be invalid, illegal or incapable of being enforced by virtue of any rule of law, public policy or court determination, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect.

10.8 Third Party Beneficiaries. Except as expressly provided in this Agreement, each party hereto intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any Person other than the parties hereto.

10.9 Governing Law. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of conflict of laws.

10.10 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned, in whole or in part, by operation of law or otherwise by the parties hereto without the prior written consent of the Company, the Sellers' Representative and Buyer. Notwithstanding the immediately preceding sentence, without the prior written consent of any party, each of Buyer and its permitted assigns may at any time, in its sole discretion, assign, in whole or in part, (a) its rights and obligations pursuant to this Agreement to one or more of its Affiliates; (b) its rights under this Agreement for collateral security purposes to any lender providing financing to Buyer, the Company, such permitted assign or any of their Affiliates and any such lender may exercise all of the rights and remedies of Buyer or such permitted assign hereunder and thereunder; and (c) its rights under this Agreement, in whole or in part, to any subsequent purchaser of Buyer, the Company, such permitted transferee or any of their divisions or any material portion of their assets (whether such sale is structured as a sale of stock, sale of assets, merger, recapitalization or otherwise). Any assignment in violation of the preceding sentence will be void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

10.11 Mutual Drafting. The parties hereto are sophisticated and have been represented by attorneys throughout the transactions contemplated by this Agreement who have carefully negotiated the provisions hereof. As a consequence, the parties do not intend that the presumptions of laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied to this Agreement or any agreement or instrument executed in connection herewith, and therefore waive their effects.

10.12 Consent to Jurisdiction. Each of the parties hereby consents to exclusive jurisdiction, service of process and venue in the federal or state courts of the State of Delaware for any claim, suit or proceeding arising under this Agreement, or in the case of a third party claim subject to indemnification hereunder, in the court where such claim is brought.

10.13 Remedies. It is specifically understood and agreed that any breach of the provisions of this Agreement or any other agreement executed and delivered pursuant to this Agreement by any party hereto will result in irreparable injury to the other parties hereto, that the remedy at law alone will be

an inadequate remedy for such breach, and that, in addition to any other remedies which they may have, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law).

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have signed, or caused their respective officers thereunto duly authorized to sign on their behalf, this Agreement, all as of the date first written above.

		GT SOLAR HOLDINGS, LLC
		By:	OCM/GFI POWER OPPORTUNITIES FUND II, L.P.
		By:	GFI Power Opportunities Fund II, GP, LLC
		Its:	General Partner
		By:	GFI Energy Ventures LLC, its Managing Member
		By:	/s/ Richard K. Landers Name: Richard K. Landers Title: Principal
		OCM/GFI POWER OPPORTUNITIES FUND II, L.P.
		By:	GFI Power Opportunities Fund II, GP, LLC
		Its:	General Partner
		By:	GFI Energy Ventures LLC, its Managing Member
		By:	/s/ Richard K. Landers Name: Richard K. Landers
		GLOW MERGER CORPORATION
		By:	/s/ Richard K. Landers Name: Richard K. Landers Title: President

		GT EQUIPMENT TECHNOLOGIES, INC.
		By:	/s/ Kedar P. Gupta Name: Dr. Kedar P. Gupta Title: Chief Executive Officer
		SELLERS:
			/s/ Kedar P. Gupta Dr. Kedar P. Gupta
			/s/ Jonathan A. Talbott Jonathan A. Talbott
		MERCHANTBANC VENTURE PARTNERS, Limited Partnership
		By:	/s/ Jeffrey M. Pollock Name: Jeffrey M. Pollock Title: Managing Director
		ROYAL BANK OF CANADA
		By:	/s/ Alan Hibben Name: Alan Hibben Title: CEO-RBC Capital Partners
			/s/ Richard C. White Richard C. White
			/s/ Matthew A. Slepian Matthew A. Slepian

QuickLinks

Exhibit 2.1

EX-2.2 3 a2185919zex-2_2.htm EXHIBIT 2.2
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 2.2

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of September 28, 2006 (this "Agreement"), by and among GT SOLAR INCORPORATED, a Delaware corporation ("GT " or, with regard to the period upon and after the Effective Time (as hereinafter defined), the "Surviving Corporation"), GT SOLAR INTERNATIONAL, INC., a Delaware corporation ("Holdco"), which is a direct wholly owned subsidiary of GT, and GT SOLAR MERGER CORP., a Delaware corporation ("Merger Sub"), which is a direct wholly owned subsidiary of Holdco and an indirect wholly owned subsidiary of GT (GT and Merger Sub, collectively, the "Constituent Corporations" and each, a "Constituent Corporation").

W I T N E S S E T H:

WHEREAS, GT is a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL") and is authorized to issue a total of 10,000,000 shares of common stock, par value $.01 per share ("GT Common Stock");. As of the close of business on September 27, 2006, there were 8,370,000 shares of GT Common Stock issued and outstanding (the "Outstanding GT Common Shares") and (ii) 630,000 shares of GT Common Stock reserved for issuance upon exercise of stock options of GT outstanding or which may be granted pursuant to GT's Amended and Restated 2006 Stock Option Plan (the "GT Option Plan");

WHEREAS, Merger Sub is a corporation organized and existing under the DGCL and is authorized to issue a total of 100 shares, in a single class of common stock, par value $.01 per share ("Merger Sub Common Stock"), of which, as of the date hereof, 100 shares are issued and outstanding (the "Outstanding Merger Sub Common Shares");

WHEREAS, as of the date hereof, Holdco holds of record all of the Outstanding Merger Sub Common Shares, and no shares of Merger Sub Common Stock are issued but not outstanding;

WHEREAS, Holdco is a corporation organized and existing under the DGCL and is authorized to issue a total of 10,000,000 shares of common stock, par value $.01 per share ("Holdco Common Stock"). As of the date hereof, there are 100 shares issued and outstanding of Holdco Common Stock (the "Outstanding Holdco Common Shares");

WHEREAS, as of the date hereof, GT holds of record all of the Outstanding Holdco Common Shares, and no shares of Holdco Common Stock are issued but not outstanding; and

WHEREAS, the respective Boards of Directors of GT, Merger Sub and Holdco have determined that it is advisable and in the best interests of each of GT, Merger Sub and Holdco and their respective stockholders that Merger Sub be merged with and into GT, with GT continuing as the Surviving Corporation, in accordance with the terms and conditions of this Agreement (the "Merger"), and accordingly the Boards of Directors of each of GT, Merger Sub and Holdco have approved, authorized and adopted this Agreement and the transactions contemplated hereby, including the Merger.

NOW, THEREFORE, in consideration of the premises, the mutual agreements, promises, covenants, representations, warranties, acknowledgments and other terms, conditions, and provisions set forth herein, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

THE MERGER

Section 1.1 The Merger; Filing and Effective Time. Subject to and in accordance with the terms and conditions of this Agreement and the DGCL, (i) at the Effective Time, Merger Sub shall be merged with and into GT, with GT continuing as the Surviving Corporation, and (ii) the Surviving Corporation shall cause the Merger to be consummated by filing a duly executed and delivered certificate of merger as required by the DGCL (the "Certificate of Merger"), with the Secretary of State

of the State of Delaware at or as soon as practicable after the Closing (as defined below). The Merger shall become effective at the time the Certificate of Merger is so filed (the "Effective Time").

Section 1.2 Closing. Subject to and in accordance with the terms and conditions of this Agreement, the closing of the Merger (the "Closing") shall take place as soon as practicable after satisfaction of the latest to occur of the conditions set forth in Article IV hereof (the "Closing Date"), at the office of Kirkland & Ellis LLP, 777 South Figueroa Street, Los Angeles, California 90017, unless another date or place is agreed to in writing by the parties hereto.

Section 1.3 Effects of the Merger. The Merger shall have the effects set forth in Section 259 of the DGCL.

Section 1.4 Certificate of Incorporation of the Surviving Corporation. The Amended and Restated Certificate of Incorporation of GT, as in effect immediately prior to the Effective Time (the "GT Charter"), shall be and continue in full force and effect as the certificate of incorporation of the Surviving Corporation upon and after the Effective Time, unless and until duly amended, altered, changed, repealed, and/or supplemented in accordance with the DGCL (which power and right to amend, alter, change, repeal, and/or supplement, at any time and from time to time after the Effective Time, are hereby expressly reserved).

Section 1.5 Bylaws of the Surviving Corporation. The Amended and Restated Bylaws of GT as in effect immediately prior to the Effective Time (the "GT Bylaws"), shall be and continue in full force and effect as the bylaws of the Surviving Corporation upon and after the Effective Time, unless and until duly amended, altered, changed, repealed, and/or supplemented in accordance with the DGCL (which power and right to amend, alter, change, repeal, and/or supplement, at any time and from time to time after the Effective Time, are hereby expressly reserved).

Section 1.6 Directors of the Surviving Corporation. The respective members constituting the whole Board of Directors of GT (the "GT Board") immediately prior to the Effective Time shall be and continue as the respective members constituting the whole Board of Directors of the Surviving Corporation upon and after the Effective Time, until such members' respective successors are duly elected and qualified or until such members' earlier death, resignation, disqualification or removal and unless and until the number of members of such Board of Directors shall be duly increased or decreased in accordance with the DGCL (which power and right to increase and decrease, at any time and from time to time after the Effective Time, are hereby expressly reserved).

Section 1.7 Officers of the Surviving Corporation. Each person serving as an officer of GT immediately prior to the Effective Time shall be and continue as an officer of the Surviving Corporation, holding the same office or offices, upon and after the Effective Time, until such person's successor is chosen and qualified or until such person's earlier death, resignation, disqualification, or removal (which power and right to remove are hereby expressly reserved).

Section 1.8 Further Assurances. At any time and from time to time upon and after the Effective Time, as and when required or deemed desirable by the Surviving Corporation or its successors or assigns, there shall be executed, acknowledged, certified, sealed, delivered, filed, and/or recorded, in the name and on behalf of any and each Constituent Corporation, such deeds, contracts, consents, certificates, notices, and other documents and instruments, and there shall be done or taken or caused to be done or taken, in the name and on behalf of any and each Constituent Corporation, such further and other things and actions as shall be appropriate, necessary, or convenient to acknowledge, vest, effect, perfect, conform of record, or otherwise confirm the Surviving Corporation's (or its successors' or assigns') right, title, and interest in kind to, and possession of, all the property, interests, assets, rights, privileges, immunities, powers, franchises, and authority of each Constituent Corporation held immediately prior to the Effective Time, and otherwise to carry out and effect the intent and purposes of this Agreement and the Merger. The officers and directors of the Surviving Corporation (or its

successors or assigns), and each of them, upon and after the Effective Time, are and shall be fully authorized, in the name and on behalf of each Constituent Corporation, to do and take and cause to be done and taken any and all such things and actions, and to execute, acknowledge, certify, seal, deliver, file, and/or record any and all such deeds, contracts, consents, certificates, notices, and other documents and instruments.

ARTICLE II

EFFECT OF THE MERGER

Section 2.1 Effect on Capital Stock. Upon and as of the Effective Time, by virtue of the Merger and without any action on the part of the holders of the respective shares:

Section 2.2 Conversion of Merger Sub Shares. Each Outstanding Merger Sub Common Share shall, by virtue of the Merger and without any action on the part of the Constituent Corporations or Holdco, be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share (the "Surviving Corporation Common Stock"), of the Surviving Corporation, to be issued and deemed to have been issued by the Surviving Corporation automatically and immediately upon and as of the Effective Time; the capital of the Surviving Corporation in respect of each share of Surviving Corporation Common Stock to be an amount equal to the par value thereof as permitted under the DGCL and such Outstanding Merger Sub Common Shares shall be canceled and cease to exist.

Section 2.3 Conversion of GT Shares. Each Outstanding GT Common Share shall be converted into the right to receive one validly issued, fully paid and nonassessable share of Holdco Common Stock (the "Merger Consideration"), and the Outstanding GT Common Shares shall be canceled and cease to exist. On and after the Effective Time, the holders of certificates (the "Certificates"), which immediately prior to the Effective Time evidenced the Outstanding GT Common Shares, shall cease to have any right as stockholders of GT, except the right to receive the Merger Consideration for each share of GT Common Stock held by them.

Section 2.4 Cancellation of Holdco Shares. Each Outstanding Holdco Common Share shall be cancelled with no consideration paid therefore.

Section 2.5 Treatment of GT Stock Options. Each outstanding option to acquire shares of GT Common Stock shall be treated in the manner set forth in Section 3.1.

ARTICLE III

ADDITIONAL AGREEMENTS

Section 3.1 GT Stock Options. Upon and as of the Effective Time, to the fullest extent permitted by applicable law, Holdco shall assume all of GT's obligations, and GT shall have no further obligations, with respect to any then-outstanding option (each, a "GT Option") to acquire shares of GT Common Stock issued under any stock option plan, agreement or similar arrangement of GT (including the GT Option Plan) and the due exercise of rights under any such GT Option shall entitle the holder thereof to acquire, upon the same terms and conditions, including, but not limited to, the per share exercise price, that were applicable under the corresponding GT Option, a number of shares of Holdco Common Stock identical to the class and number of shares of GT Common Stock that were, as of immediately prior to the Effective Time, subject to such corresponding GT Option (a "Holdco Option"). GT and Holdco agree to take all corporate and other action as shall be necessary to effectuate the foregoing, and GT shall use its reasonable best efforts to obtain, if required, prior to the Closing Date, such consent of each holder of an GT Option as shall be necessary to effectuate the foregoing. Holdco shall take all corporate and other action necessary to reserve and make available for issuance upon the due exercise of rights under the Holdco Options a sufficient number of shares of

Holdco Common Stock, and as soon as practicable following the Effective Time, shall provide to the record holders of the Holdco Options appropriate notice of such holder's rights thereunder.

Section 3.2 Other Agreements. At the Effective Time, Holdco shall assume any obligation of GT to deliver or make available shares of GT Common Stock under any instrument, agreement or employee benefit plan not referred to in this Article III to which GT or any of its subsidiaries is a party. Any reference to GT Common Stock under any such instrument, agreement or employee benefit plan shall be deemed to be a reference to Holdco Common Stock and one share of Holdco Common Stock shall be issuable in lieu of each share of GT Common Stock required to be issued by any such instrument, agreement or employee benefit plan, subject to subsequent adjustment as provided in any such instrument, agreement or employee benefit plan.

Section 3.3 Stockholders' Agreement. At the Effective Time, Holdco shall assume any obligation of GT under GT's Employee Stockholders' Agreement, dated as of December 30, 2005, by and among GT and the stockholders that are a party thereto (the "Stockholders' Agreement"), such that, at the Effective Time, the stockholders of Holdco shall be entitled to the same rights and subject to the same obligations that such stockholders had with respect to GT under the Stockholders' Agreement immediately prior to the Effective Time.

ARTICLE IV

CONDITIONS PRECEDENT

Section 4.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party under this Agreement shall be subject to the satisfaction at or prior to the Closing of the following conditions:

(a) Stockholder Approval. This Agreement and the Merger shall have been approved by the written consent of the holders of the requisite Outstanding Merger Sub Common Shares and Outstanding GT Common Shares.

(b) Legal Action. No judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any foreign, United States, state or local governmental entity or municipality or subdivision thereof or court, tribunal, commission, board, bureau, agency or legislative, executive, governmental or regulatory authority or agency (a "Governmental Entity") of competent jurisdiction or other legal restraint or prohibition shall be in effect preventing the consummation of the Closing.

ARTICLE V

TERMINATION AND AMENDMENT

Section 5.1 Termination. This Agreement may be terminated and the Merger contemplated hereby abandoned at any time prior to the Effective Time by action of either the GT Board, the Holdco Board or the Board of Directors of Merger Sub, if such Board of Directors shall determine that for any reason the completion of the transactions provided for herein would be inadvisable or not in the best interest of such corporation and its stockholders. In the event of such termination and abandonment, this Agreement shall become void and neither GT, Holdco, Merger Sub nor their respective stockholders, directors or officers shall have any liability with respect to such termination and abandonment.

Section 5.2 Amendment. At any time prior to the Effective Time, this Agreement may be supplemented, amended or modified by the mutual consent of the parties hereto.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.1 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other terms, conditions, and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 6.2 Entire Agreement. This Agreement constitutes the entire agreement among the parties regarding the subject matter hereof, and supercedes all prior agreements and undertakings, both written and oral, among the parties or of any of them regarding such subject matter.

Section 6.3 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware.

Section 6.4 Headings. The headings set forth herein are for convenience only and shall not be used in interpreting the text of the section in which they appear.

Section 6.5 Counterparts. This Agreement may be executed in one or more counterparts which together shall constitute a single agreement.

* * * * * *

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

		GT SOLAR INCORPORATED, a Delaware corporation
		By:	/s/ Kedar P. Gupta
		Name:	Kedar P. Gupta
		Title:	Chief Executive Officer
		GT SOLAR INTERNATIONAL, INC., a Delaware Corporation
		By:	/s/ Kedar P. Gupta
		Name:	Kedar P. Gupta
		Title:	Chief Executive Officer
		GT MERGER CORP., a Delaware Corporation
		By:	/s/ Kedar P. Gupta
		Name:	Kedar P. Gupta
		Title:	Chief Executive Officer

[Signature Page to Agreement and Plan of Merger]

QuickLinks

Exhibit 2.2

EX-5.1 4 a2185919zex-5_1.htm EXHIBIT 5.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 5.1

[Form of Opinion to be Received from Counsel]

, 2008

GT Solar International, Inc.
243 Daniel Webster Highway
Merrimack, New Hampshire 03054

Ladies and Gentlemen:

We are acting as special counsel to GT Solar International, Inc., a Delaware corporation (the "Company"), in connection with the proposed registration by the Company of shares of its Common Stock, par value $0.01 per share (the "Common Stock"), including shares of Common Stock to cover over-allotments, if any, pursuant to a Registration Statement on Form S-1 (Registration No. 333-142383), originally filed with the Securities and Exchange Commission (the "Commission") on April 26, 2007 under the Securities Act of 1933, as amended (the "Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"). All of the shares of Common Stock to be registered pursuant to the Registration Statement (the "Shares") are being offered by certain selling stockholders.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the corporate and organizational documents of the Company, including the Certificate of Incorporation of the Company and (ii) minutes and records of the corporate proceedings of the Company with respect to the original issuance of the Shares.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Shares have been duly authorized, validly issued and fully paid and are non-assessable.

Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation

KIRKLAND & ELLIS LLP

GT Solar International, Inc.
, 2008
Page 2

Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions interpreting the foregoing).

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. This opinion and consent may be incorporated by reference in a subsequent registration statement on Form S-1 filed pursuant to Rule 462(b) under the Act with respect to the registration of additional securities for sale in the offering contemplated by the Registration Statement and shall cover such additional securities, if any, registered on such subsequent registration statement.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or "Blue Sky" laws of the various states to the sale of the Shares.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date the Registration Statement becomes effective under the Act and we assume no obligation to revise or supplement this opinion after the date of effectiveness of the Registration Statement should the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise after the date hereof.

This opinion is furnished to you in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

Sincerely,

QuickLinks

Exhibit 5.1

EX-10.28 5 a2185919zex-10_28.htm EXHIBIT 10.28
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.28

GT Equipment Technologies, Inc.
243 Daniel Webster Highway
Merrimack, NH 03054

August 8, 2006

Mr. Ernest L. Godshalk
675B Hale St.		Via e-mail and FedEx
Beverly, MA 01915

Dear Mr. Godshalk:

On behalf of GT Equipment Technologies, Inc. ("GT Equipment"), I wish to convey our appreciation for your decision to join the Board of Directors of GT Equipment. We are very excited about our growth opportunities, and are pleased that you have decided to help us reach those objectives.

According to its bylaws, the business and affairs of GT Equipment shall be managed by or under the direction of the Board of Directors. Our bylaws also state that Directors shall be elected annually and shall hold office until the next annual meeting.

The Board of Directors will meet on a regular basis, approximately six times each year, in addition to the Annual Meeting. Special meetings may be called periodically by the President of GT Equipment, Thomas Zarrella.

Your compensation as a Director will be $30,000 per year, payable quarterly in advance. The company will also reimburse you for any travel or other incidental costs associated with your tenure on the Board. Additionally, concurrent with your execution and delivery of this letter and the other documents described below, you will be granted an option to buy 11,520 shares of the common stock of GT Equipment at an exercise price of $28.14 per share.

Enclosed in this package are the following documents related to your stock option award:

1): The Stock Option Agreement between you and the Company. Please sign this agreement to make the grant of your option effective, and return a signed copy to Howard Smith.
2): A copy of the GT Equipment Stock Option Plan for your records.
3): A copy of the Employee Stockholders Agreement. As a condition to the exercise of your option, you will be required to become party to this agreement.

Please note that your option is not exercisable at this time. Please read carefully the enclosed Stock Option Plan and Stock Option Agreement, which set forth the complete terms of your stock option grant, including the vesting schedule (25% on each of the four anniversaries of the date hereof), conditions to exercise, limitations on transfer and more.

Please also review, sign, and return to my attention the enclosed Confidentiality Agreement.

Please confirm your acceptance of this position by signing in the space provided below and faxing it to my attention at (603) 598-0430. Again, thank you for your interest in and commitment to GT Equipment.

Sincerely,
/s/ Kedar P. Gupta Kedar Gupta Chief Executive Officer

cc: Richard Landers, GFI Energy Ventures, LLC

		Accepted:
		/s/ E Godshalk Ernest L. Godshalk
		Date:	15 Aug 06

QuickLinks

Exhibit 10.28

EX-10.29 6 a2185919zex-10_29.htm EXHIBIT 10.29
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.29

[GT Solar International. Inc. Letterhead]

April 4, 2007

Ernest L. Godshalk
6758 Hale Street
Beverly, MA 01915

Dear Ernie:

As discussed, this letter amends certain provisions of the letter agreement dated August 8, 2006 between you and GT Solar Incorporated, formerly GT Equipment Technologies, Inc., ("Letter Agreement").

First, you have agreed that you will no longer serve on the Board of GT Solar Incorporated, but will instead serve on the Board of Directors of GT Solar International, Inc., the parent of GT Solar Incorporated, and that the Letter Agreement is amended accordingly.

Second, the compensation provisions of the Letter Agreement are amended to reflect the following schedule of annual fees for Board and Committee service, to a maximum total annual compensation of $75,000:

Board fee: $30,000
Audit Committee Chair fee: $15,000
Supplemental pre-IPO Audit Committee Chair fee: $15,000
Compensation Committee fee: $5,000
Supplemental pre-IPO Compensation Committee fee: $10,000
Governance and Nominating Committee fee: $5,000
Supplemental pre-IPO Governance and Nominating Committee fee: $10,000

Total annual fees (maximum): $75,000

We have agreed that this schedule will apply to your Board and Committee service in 2006, but will be prorated to 50% to reflect your length of service in 2006, and that your total compensation for service during 2006 will be $37,500. The Company will send you a check for the difference between that compensation and amounts already paid to you. Fees for 2007 will be paid in semi-annual installments, in January and July.

Finally, we have agreed that, in the event of a Change in Control of the Company (as defined in your Stock Option Agreement) resulting in your removal from the Board of Directors of GT Solar International, Inc, within one year following a Change in Control, the vesting of stock options granted to you will accelerate and become fully vested and exercisable on the effective date of your removal from the Board.

Please confirm your acceptance of the foregoing amendments to the Letter Agreement by signing in the space provided below. Again, thank you for your commitment to our company.

Sincerely,
/s/ J. Bradford Forth J. Bradford Forth Chairman of the Board of Directors

cc: Richard Landers

		Accepted:
		/s/ E Godshalk Ernest L. Godshalk
		Date:	4 April 2007

QuickLinks

Exhibit 10.29

EX-10.30 7 a2185919zex-10_30.htm EXHIBIT 10.30
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.30

[GT Solar International Letterhead]

May 9, 2008

J. Michal Conaway
One Gentle Breeze
Newport Coast, CA 92657-1640

Dear Mr. Conaway:

On behalf of GT Solar International, Inc. ("GT Solar"), I wish to convey our appreciation for your decision to join the Board of Directors of GT Solar. We are very excited about our growth opportunities, and are pleased that you have decided to help us reach our objectives.

According to its bylaws, the business and affairs of GT Solar shall be managed by or under the direction of the Board of Directors. Our bylaws also state that Directors shall be elected annually and shall hold office until the next annual meeting.

The Board of Directors will meet on a regular basis, approximately four times each year, in addition to the Annual Meeting. Special meetings may be called periodically by the Chairman of the Board or the President and CEO of GT Solar, Thomas Zarrella.

Your compensation as a director will be $30,000 per year, payable quarterly in advance. In addition, you shall be eligible for additional fees in conjunction with your service on committees of the Board of Directors. It is anticipated that you will serve on the Board's Audit Committee and at least one additional Board Committee. A fee schedule outlining the fees for service on the Board and various committees is attached as Exhibit A. All Board fees are subject to an aggregate cap of $75,000 annually per Board member. You shall also be eligible for reimbursement for reasonable and customary food, travel and lodging expenses incurred by you in connection with your service as a member of the Board.

As part of your Board membership, you will receive 1,000 restricted stock units, 500 of which will vest on the first anniversary of the grant and the remaining 500 of which will vest on the second anniversary of the grant. However, the restricted stock units shall vest for only so long as you serve as a member of the Board.

Notwithstanding the foregoing, in the event of the termination of your service as a result of a change in control of GT Solar, the restricted stock units shall vest according to the following schedule: (i) if the termination occurs on or before the one year anniversary of your joining the Board, 500 of the restricted stock units shall vest, and (ii) if the termination occurs during the 12 months immediately following the one year anniversary of your joining the Board, the remaining 500 restricted stock units shall vest. Finally, any grant to you shall be subject to the terms of a Restricted Stock Unit Agreement which shall be furnished upon issuance of the grant.

To confirm compliance with the requirements of Sarbanes-Oxley and NASDAQ listing rules, this offer letter is conditioned upon your providing to GT Solar a completed copy of the Directors and Officers Questionnaire, a copy of which is enclosed, and GT Solar's acceptance of your responses to the questionnaire.

We are truly excited about the prospect of your joining our Board. I am confident that your work will prove instrumental in helping us build a world-class company. Please confirm your acceptance by

executing the enclosed copies of this letter and the enclosed Confidentiality Agreement, retaining one of each for your records, and returning one copy of each to GT Solar, attention Edwin Lewis, in the envelope provided. As always, please feel free to contact me should you wish to discuss any aspect of your service on GT Solar's Board of Directors.

Sincerely,
/s/ J. Bradford Forth
J. Bradford Forth Chairman
cc: E. Lewis

		Accepted:
		/s/ J. Michal Conaway J. Michal Conaway
		Date:	16 May 2008

EXHIBIT A

GT Solar International, Inc.
Board Service Fee Schedule

Service Type	Member Fee (Annualized)		Chairman Fee (Annualized)
Board Member Service	$	30,000		Not Applicable
Audit Committee	$	7,500	$	15,000
Supplemental pre-IPO Audit Committee	$	7,500	$	15,000
Compensation Committee	$	5,000	$	10,000
Supplemental pre-IPO Compensation Committee	$	5,000	$	10,000
Governance & Nominating Committee	$	5,000	$	10,000
Supplemental pre-IPO Governance & Nominating Committee	$	5,000	$	10,000

Notes:

1.: The annual maximum annual total combined fee for GT Solar International, Inc. Board Service is $75,000.
2.: Fees are disbursed proportionately on a quarterly basis gross, (less applicable taxes).

QuickLinks

Exhibit 10.30

EX-10.31 8 a2185919zex-10_31.htm EXHIBIT 10.31
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.31

[GT Solar International Letterhead]

May 9, 2008

Fusen E. Chen
13081 La Vista Court
Saratoga, CA 95070

Dear Dr. Chen:

Your compensation as a director will be $30,000 per year, payable quarterly in advance. In addition, you shall be eligible for additional fees in conjunction with your service on committees of the Board of Directors. It is anticipated that you will serve on at least one Board Committee. A fee schedule outlining the fees for service on the Board and various committees is attached as Exhibit A. All Board fees are subject to an aggregate cap of $75,000 annually per Board member. You shall also be eligible for reimbursement for reasonable and customary food, travel and lodging expenses incurred by you in connection with your service as a member of the Board.

We are truly excited about the prospect of your joining our Board. I am confident that your work will prove instrumental in helping us build a world-class company. Please confirm your acceptance by

Sincerely,
/s/ J. Bradford Forth
J. Bradford Forth Chairman
cc: E. Lewis

		Accepted:
		/s/ Fusen E. Chen Fusen E. Chen
		Date:	5/12/08

EXHIBIT A

GT Solar International, Inc.
Board Service Fee Schedule

Service Type	Member Fee (Annualized)		Chairman Fee (Annualized)
Board Member Service	$	30,000		Not Applicable
Audit Committee	$	7,500	$	15,000
Supplemental pre-IPO Audit Committee	$	7,500	$	15,000
Compensation Committee	$	5,000	$	10,000
Supplemental pre-IPO Compensation Committee	$	5,000	$	10,000
Governance & Nominating Committee	$	5,000	$	10,000
Supplemental pre-IPO Governance & Nominating Committee	$	5,000	$	10,000

Notes:

1.: The annual maximum annual total combined fee for GT Solar International, Inc. Board Service is $75,000.
2.: Fees are disbursed proportionately on a quarterly basis gross, (less applicable taxes).

QuickLinks

Exhibit 10.31

EX-10.32 9 a2185919zex-10_32.htm EXHIBIT 10.32
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.32

GUARANTY

This GUARANTY ("Guaranty"), dated as of April 1, 2006 is made by GT Solar Holdings, LLC, a Delaware Limited Liability company, and GT Equipment Holdings, Inc., a Delaware corporation (each a "Guarantor" and collectively, the "Guarantors") in favor of the persons listed on Schedule I attached to this Guaranty (together, the "Lender"), and their respective permitted assigns and successors, with reference to the following facts:

RECITALS

A. Borrower has entered into that certain Senior Secured Exchangeable Promissory Note dated as of the date hereof in favor of Lender in the original principal amount of $15,000,000 (as amended or otherwise modified from time to time, the "Borrower Note").

B. As a condition to the availability of the credit provided by Lender to Borrower evidenced by the Borrower Note, each Guarantor is required to enter into this Guaranty and to guaranty the obligations of Borrower under the Borrower Note (the "Guarantied Obligations").

C. Each Guarantor expects to realize direct and indirect benefits as the result of the availability of the aforementioned credit to Borrower.

AGREEMENT

NOW, THEREFORE, in order to induce Lender to extend the aforementioned credit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each Guarantor hereby represents, warrants, covenants, agrees and guaranties as follows:

1. Guaranty. Each Guarantor hereby unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all of the Guarantied Obligations, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any proceeding of Borrower under any debtor relief laws), fees, commissions, expense reimbursements, indemnifications or otherwise, and agrees to pay any and all reasonable costs, fees and expenses (including reasonable counsel fees and out-of-pocket expenses) incurred by Lender in enforcing any rights under this Guaranty. This guaranty is a guaranty of payment and not of collection.

2. Guaranty Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the Borrower Note, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of each Guarantor hereunder are independent of the Guarantied Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Borrower or whether Borrower is joined in any such action or actions. The liability of each Guarantor hereunder shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of the Borrower Note or any agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guarantied Obligations, or any other amendment or waiver of or any consent to departure from the Borrower Note, including, without limitation, any increase in the Guarantied Obligations resulting from the extension of additional credit to Borrower or otherwise;

(c) any taking, exchange or release of, or non-perfection of a lien on, any collateral securing the Guarantied Obligations, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guarantied Obligations;

(d) any change, restructuring or termination of the corporate structure or existence of Borrower; or

(e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, Borrower or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guarantied Obligations is rescinded or must otherwise be returned to Lender or any other person upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made.

3. Waiver. Each Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guarantied Obligations and this Guaranty and any requirement that Lender exhausts any right or takes any action against Borrower, any other person or any collateral securing the Borrower Note. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and that the waiver set forth in this Section 3 is knowingly made in contemplation of such benefits. Each Guarantor hereby waives any right to revoke this Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Guarantied Obligations, whether existing now or in the future.

4. Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible payment in full in cash of the Guarantied Obligations and all other amounts payable under this Guaranty, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, pledgees, transferees and assigns; provided that Lender shall only be entitled to assign its rights under this Guaranty to the same extent as Lender is entitled to assign its rights under, and as set forth in, the Borrower Note.

5. Maximum Liability. The provisions of this Guaranty are severable, and in any action or proceeding involving any state corporate law, or any debtor relief law, if the obligations of Guarantor under this Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor's liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability

shall, without any further action by any Guarantor or the Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder such Guarantor's "Maximum Liability"). This Section with respect to the Maximum Liability of Guarantor is intended solely to preserve the rights of the Lender to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Guarantied Obligations may at any time and from time to time exceed the Maximum Liability of any Guarantor without impairing this Guaranty or affecting the rights and remedies of the Lender hereunder, provided that, nothing in this sentence shall be construed to increase Guarantor's obligations hereunder beyond its Maximum Liability.

6. Subordination. Each Guarantor hereby agrees that, after the occurrence and during the continuance of any Default (as defined in the Borrower Note) or Event of Default (as defined in the Borrower Note), the payment of any amounts due with respect to the indebtedness owing by Borrower to each Guarantor or by amounts due with respect to the indebtedness owing by Borrower to each Guarantor is hereby subordinated to the prior payment in full in cash of the Guarantied Obligations. each Guarantor hereby agrees that, after the occurrence and during the continuance of any Default (as defined in the Borrower Note) or Event of Default (as defined in the Borrower Note), each Guarantor shall not demand, sue for or otherwise attempt to collect any indebtedness of Borrower owing to each Guarantor until the Guarantied Obligations shall have been paid in full in cash.

7. Subrogation. Each Guarantor shall not exercise any rights that it may now have or hereafter acquire against Borrower or any other guarantor of the Guarantied Obligations or that arise from the existence, payment, performance or enforcement of such Guarantor's obligations hereunder, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Lender against Borrower or any other guarantor of the Guarantied Obligations or any collateral securing the Borrower Note, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Borrower or any other guarantor of the Guarantied Obligations, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guarantied Obligations and all other amounts payable hereunder shall have been indefeasibly paid in full in cash. If (i) any Guarantor shall make payment to Lender of all or any part of the Guarantied Obligations, and (ii) all of the Guarantied Obligations and all other amounts payable hereunder shall be paid in full in cash, Lender will, at Guarantor's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, reasonably necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guarantied Obligations resulting from such payment by such Guarantor.

8. Governing Law. This Guaranty and all questions governing the construction, validity and interpretation of this Guaranty will be governed by the internal law of the State of [New York].

9. Release. This Guaranty shall be released when all Guarantied Obligations have been paid in full in cash or otherwise performed in full. Upon such release of each Guarantor's obligations hereunder, Lender shall do all acts and things reasonably required to evidence or document the release of Lender's interests arising under this Guaranty, all as reasonably requested by, and at the sole expense of, the Guarantors.

* * * * *

IN WITNESS WHEREOF, each Guarantor has duly executed this Guaranty as of the date first written above.

GT SOLAR HOLDINGS, LLC
By:	OCM/GFI POWER OPPORTUNITIES FUND II, L.P.
By:	GFI Power Opportunities Fund II, GP, LLC
Its:	General Partner
By:	GFI Energy Ventures LLC, its Managing Member
By:	/s/ Richard Landers
	Name:	Richard Landers
	Title:	Principal
By:	OCM/GFI POWER OPPORTUNITIES FUND II (CAYMAN), L.P.
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:	/s/ Richard Landers
	Name:	Richard Landers
	Title:	Principal
GT EQUIPMENT HOLDINGS, INC.
By:	/s/ Howard Smith
Name:	Howard Smith
Title:

[Signature Page for Senior Secured Exchangeable Promissory Note Guaranty]

Schedule I

Name
OCM/GFI Power Opportunities Fund II, L.P.
OCM/GFI Power Opportunities Fund II (Cayman), L.P.
Angeleno Group
Mount Hope GT Capital, LLC
Royal Bank of Canada
Dr. Kedar Gupta
Jonathan A. Talbott
Thomas M. Zarella

QuickLinks

Exhibit 10.32

EX-10.33 10 a2185919zex-10_33.htm EXHIBIT 10.33
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.33

GT SOLAR HOLDINGS, LLC

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of December 30, 2005

THE SHARES REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS			1
ARTICLE II ORGANIZATIONAL MATTERS			8
	2.1	Formation of LLC	8
	2.2	Limited Liability Company Agreement	8
	2.3	Name	8
	2.4	Purpose	8
	2.5	Principal Office; Registered Office	9
	2.6	Term	9
	2.7	No State-Law Partnership	9
ARTICLE III CAPITAL CONTRIBUTIONS			10
	3.1	Shareholders	10
	3.2	Vesting Shares	12
	3.3	Capital Accounts	14
	3.4	Negative Capital Accounts	15
	3.5	No Withdrawal	15
	3.6	Loans From Shareholders	15
	3.7	Distributions In-Kind	15
	3.8	Transfer of Shares	15
	3.9	Repurchase of Shares	15
	3.10	Conversion to Corporation	16
ARTICLE IV DISTRIBUTIONS AND ALLOCATIONS			16
	4.1	Distributions	16
	4.2	Allocations	18
	4.3	Special Allocations	18
	4.4	Tax Allocations	19
	4.5	Offsetting Allocations	20
	4.6	Forfeiture of Unvested Shares	20
	4.7	Indemnification and Reimbursement for Payments on Behalf of a Shareholder	20
ARTICLE V MANAGEMENT			21
	5.1	Authority of the Managing Member	21
	5.2	Delegation of Authority	22
	5.3	Purchase of Shares	22
	5.4	Limitation of Liability	22
ARTICLE VI RIGHTS AND OBLIGATIONS OF SHAREHOLDERS			23
	6.1	Limitation of Liability	23
	6.2	Lack of Authority	23
	6.3	No Right of Partition	23
	6.4	Indemnification	24
	6.5	Members Right to Act	24
	6.6	Investment Opportunities and Conflicts of Interest	25
	6.7	Confidentiality	25
ARTICLE VII BOOKS, RECORDS, ACCOUNTING AND REPORTS			26
	7.1	Records and Accounting	26
	7.2	Fiscal Year	26
	7.3	Reports	26
	7.4	Transmission of Communications	27
ARTICLE VIII TAX MATTERS			27
	8.1	Preparation of Tax Returns	27

	8.2	Tax Elections	27
	8.3	Tax Controversies	27
ARTICLE IX TRANSFER OF SHARES			27
	9.1	Transfers by Members	27
	9.2	Exit Rights	27
	9.3	First Refusal Rights	28
	9.4	Tag Along Rights	29
	9.5	Approved Sale; Drag Along Obligations; Public Offering	29
	9.6	Void Transfers	31
	9.7	Effect of Assignment	31
	9.8	Additional Restrictions on Transfer	31
	9.9	Prospective Transferees	32
	9.10	Legend	32
	9.11	Transfer Fees and Expenses	32
ARTICLE X ADMISSION OF MEMBERS			32
	10.1	Substituted Members	32
	10.2	Additional Members	32
ARTICLE XI WITHDRAWAL AND RESIGNATION OF SHAREHOLDERS			33
	11.1	Withdrawal and Resignation of Member	33
ARTICLE XII DISSOLUTION AND LIQUIDATION			33
	12.1	Dissolution	33
	12.2	Liquidation and Termination	33
	12.3	Cancellation of Certificate	34
	12.4	Reasonable Time for Winding Up	35
	12.5	Return of Capital	35
	12.6	Hart-Scott-Rodino	35
ARTICLE XIII GENERAL PROVISIONS			35
	13.1	Information Rights	35
	13.2	Power of Attorney	35
	13.3	Amendments	36
	13.4	Title to LLC Assets	36
	13.5	Remedies	36
	13.6	Successors and Assigns	36
	13.7	Severability	36
	13.8	Counterparts	36
	13.9	Descriptive Headings; Interpretation	37
	13.10	Applicable Law	37
	13.11	Addresses and Notices	37
	13.12	Creditors	37
	13.13	Waiver	37
	13.14	Further Action	37
	13.15	Offset	38
	13.16	Entire Agreement	38
	13.17	Opt-in to Article 8 of the Uniform Commercial Code	38
	13.18	Delivery by Facsimile	38
	13.19	Arbitration	38
	13.20	Survival	38
	13.21	Expenses	38
	13.22	Acknowledgements	39

GT SOLAR HOLDINGS, LLC
LIMITED LIABILITY COMPANY AGREEMENT

This LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement"), dated as of December 30, 2005, is adopted, executed and agreed to, for good and valuable consideration, by and among the Members.

ARTICLE I

DEFINITIONS

Capitalized terms used but not otherwise defined herein shall have the following meanings:

"Actual Per Share Purchase Price" has the meaning set forth in Section 3.1(b).

"Additional Member" means a Person admitted to the LLC as a Member pursuant to Section 10.2.

"Adjusted Capital Account Deficit" means with respect to any Capital Account as of the end of any Taxable Year, the amount by which the balance in such Capital Account is less than zero. For this purpose, such Person's Capital Account balance shall be

(i): reduced for any items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6), and
(ii): increased for any amount such Person is obligated to contribute to the LLC or is treated as being obligated to contribute to the LLC pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (relating to partner liabilities to a partnership) or 1.704-2(g)(1) and 1.704-2(i) (relating to minimum gain).

"Affiliate" of any particular Person means (i) any other Person controlling, controlled by or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise, and (ii) if such Person is a partnership, any partner thereof.

"Agreement" means this Agreement, as amended, modified and waived from time to time in accordance with the terms hereof.

"Angeleno Group" means Angeleno Investors II, L.P.

"Approved Sale" has the meaning set forth in Section 9.5(a).

"Assignee" means a Person to whom Shares have been Transferred in accordance with the terms of this Agreement and the other agreements contemplated hereby, but who has not become a Member pursuant to Article X.

"Authorization Date" has the meaning set forth in Section 9.3(a).

"Base Rate" means, on any date, a variable rate per annum equal to the rate of interest most recently published by The Wall Street Journal as the "prime rate" at large U.S. money center banks.

"Book Value" means, with respect to any LLC property, the LLC's adjusted basis for federal income tax purposes, adjusted from time to time to reflect the adjustments required or permitted by Treasury Regulation Section 1.704-1(b)(2)(iv)(d)-(g).

"Business" means, at any particular time, the manufacture, design, assembly and sale of capital equipment and related services for the solar power industry or any other business conducted by GT Equipment Technologies or any Subsidiaries of the LLC or GT Equipment Technologies.

"Capital Account" means the capital account maintained for a Member pursuant to Section 3.3.

"Capital Contributions" means any cash, cash equivalents, promissory obligations or the Fair Market Value of other property which a Shareholder contributes or is deemed to have contributed to the LLC with respect to any Share pursuant to Section 3.1 or thereafter.

"Cause" means, with respect to any GT Employee, one or more of the following: (i) the commission of a felony or other crime involving moral turpitude or the commission of any other act or omission involving dishonesty, disloyalty or fraud with respect to GT Equipment Technologies or any of its Subsidiaries or any of their customers or suppliers, (ii) reporting to work under the influence of alcohol or illegal drugs, the use of illegal drugs (whether or not at the workplace) or other repeated conduct causing GT Equipment Technologies or any of its Subsidiaries substantial public disgrace or disrepute or substantial economic harm, (iii) substantial and repeated failure to perform duties as reasonably directed, (iv) any act or omission aiding or abetting a competitor, supplier or customer of GT Equipment Technologies or any of its Subsidiaries to the material disadvantage or detriment of GT Equipment Technologies and its Subsidiaries, (v) breach of fiduciary duty, gross negligence or willful misconduct with respect to GT Equipment Technologies or any of its Subsidiaries or (vi) any other material breach of any employment agreement to which such GT Employee is a party. Notwithstanding the foregoing, in the case of any GT Employee that is party to a written employment agreement with GT Equipment Technologies or any of its Subsidiaries, which employment agreement contains a definition for the term "Cause," the definition of "Cause" with respect to such GT Employee for purposes of this Agreement shall be as set forth in such employment agreement.

"Certificate" means the LLC's Certificate of Formation as filed with the Secretary of State of Delaware.

"Certificated Shares" has the meaning set forth in Section 9.10.

"Class A Return" means, with respect to each Class A Share, the amount accruing on such Class A Share on a daily basis, at the rate of 12% per annum, compounded daily, on (a) the Unreturned Capital of such Class A Share, plus (b) the Unpaid Class A Return thereon calculated through the prior day."Class A Share" means a Share having the rights and obligations specified with respect to Class A Shares in this Agreement.

"Class A Shareholder" means a holder of Class A Shares.

"Class B Share" means a Share having the rights and obligations specified with respect to Class B Shares in this Agreement.

"Class B Shareholder" means a holder of Class B Shares.

"Class C Share" means a Share having the rights and obligations specified with respect to Class C Shares in this Agreement.

"Class C Shareholder" means a holder of Class C Shares.

"Class D Share" means a Share having the rights and obligations specified with respect to Class D Shares in this Agreement.

"Class D Shareholder" means a holder of Class D Shares.

"Code" means the United States Internal Revenue Code of 1986, as amended. Such term shall, at the Managing Member's sole discretion, be deemed to include any future amendments to the Code and any corresponding provisions of succeeding Code provisions (whether or not such amendments and corresponding provisions are mandatory or discretionary; provided, however, that if they are discretionary, the term "Code" shall not include them if including them would have a material adverse effect on any Shareholder).

"Competitor" means, with respect to GT Equipment Technologies, any Person engaged or proposing to engage in the Business, and with respect to the LLC, any Person engaged or proposing to engage in any business conducted, whether directly or indirectly through one or more Subsidiaries, by the LLC.

"Confidential Information" has the meaning set forth in Section 6.7.

"Confidentiality and Non-Competition Agreement" means the Confidentiality and Non-Competition Agreement entered into by each of Dr. Kedar P. Gupta, Jonathan A. Talbott, Howard Smith and Thomas M. Zarrella with GT Equipment Technologies on December 30, 2005 or any similar agreement subsequently entered into by any GT Employee.

"Delaware Act" means the Delaware Limited Liability Company Act, 6 Del.L. § 18-101, et seq., as it may be amended from time to time, and any successor to the Delaware Act.

"Distribution" means each distribution made by the LLC to a Shareholder, whether in cash, property or securities of the LLC and whether by liquidating distribution, redemption, repurchase or otherwise; provided that none of the following shall be a Distribution: (a) any redemption or repurchase by the LLC of any securities of the LLC in connection with the termination of employment of an employee of GT Equipment Technologies or any of its Subsidiaries (including Shares), (b) any recapitalization or exchange of securities of the LLC, and any subdivision (by Share split or otherwise) or any combination (by reverse Share split or otherwise) of any outstanding Shares, or (c) any reasonable fees, other remuneration or expense reimbursement paid to any Shareholder in such Shareholder's capacity as an employee, officer, consultant or other provider of services to the LLC (including payments pursuant to Section 13.21).

"Equity Securities" has the meaning set forth in Section 3.1(c).

"Event of Withdrawal" means the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continued membership of a Member in the LLC.

"Exchange Agreement" means the Note Exchange Agreement executed in connection with the Note, by and among the LLC, GT Equipment Technologies and Power Fund.

"Fair Market Value" of any asset in question shall mean the fair market value of such asset as determined in the reasonable discretion of the Managing Member, provided that the Fair Market Value of any publicly-traded security as of any date, shall be the average closing prices of such security's sales on the primary domestic securities exchange on which such security may at the time be listed for the previous twenty days of such date on which such exchange was open.

"Fiscal Period" means any interim accounting period within a Taxable Year established by the Managing Member and which is permitted or required by Code Section 706.

"Fiscal Quarter" means each calendar quarter ending March 31, June 30, September 30 and December 31, or such other quarterly accounting period as may be established by the Managing Member.

"Fiscal Year" means the LLC's annual accounting period established pursuant to Section 7.2.

"Forfeiture Allocations" has the meaning set forth in Section 4.3(f).

"Governmental Entity" means the United States of America or any other nation, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government.

"GT Employee" has the meaning set forth in Section 3.2(b).

"GT Equipment Technologies" means GT Equipment Technologies, Inc., a Delaware corporation.

"HSR Act" has the meaning set forth in Section 12.6.

"Indebtedness" means at a particular time, without duplication, (i) any indebtedness for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money, (ii) any indebtedness evidenced by any note, bond, debenture or other debt security, (iii) any indebtedness for the deferred purchase price of property or services with respect to which a Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables and other current liabilities incurred in the ordinary course of business), and (iv) any commitment by which a Person assures a creditor against loss (including, without limitation, contingent reimbursement obligations with respect to letters of credit).

"Indemnified Person" has the meaning set forth in Section 6.4(a).

"IRR" means, as of any measurement date, the interest rate (compounded daily) which, when used as the discount rate to calculate the net present value as of December 30, 2005 of (i) the aggregate amounts which have previously been distributed in cash to the holders of the Class A Shares pursuant to Section 4.1 and (ii) the aggregate Capital Contributions made with respect to the Class A Shares, causes such net present value to equal zero. For purposes of the net present value calculation, (A) Distributions shall be positive numbers, (B) Capital Contributions shall be negative numbers, and (C) Distributions and Capital Contributions shall be deemed to have been received or made on the actual date of such receipt or payment.

"Liquidation Assets" has the meaning set forth in Section 12.2(b).

"Liquidation FMV" has the meaning set forth in Section 12.2(b).

"Liquidation Statement" has the meaning set forth in Section 12.2(b).

"LLC" means GT Solar Holdings, LLC, a Delaware limited liability company.

"Losses" means items of LLC loss and deduction determined according to Section 3.3.

"Managing Member" means Power Fund, and any successors thereto.

"Member" means each of Power Fund, each Person listed on the Schedule of Shareholders attached hereto and any Person admitted to the LLC as a Substituted Member or Additional Member; but only for so long as such Person is shown on the LLC's books and records as the owner of one or more Shares.

"Merger Agreement" means the Agreement and Plan of Merger, dated December 8, 2005, by and among the LLC, GT Equipment Technologies, Glow Merger Corporation, Power Fund, and the Sellers therein.

"Minimum Gain" means the partnership minimum gain determined pursuant to Treasury Regulation Section 1.704-2(d).

"New Share" has the meaning set forth in Section 4.1(c)(ii).

"Non-Power Fund Equity" means (i) the Class A Shares issued pursuant to this Agreement other than to Power Fund and (ii) any securities issued directly or indirectly with respect to the foregoing securities by way of a unit split, unit dividend, or other division of securities, or in connection with a combination of securities, recapitalization, merger, consolidation, or other reorganization. As to any particular securities constituting Non-Power Fund Equity, such securities shall cease to be Non-Power Fund Equity when they have been (a) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (b) distributed to the public through a

broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or any similar provision then in force), or (c) repurchased by the LLC or any Subsidiary.

"Note" means the Senior Secured Promissory Note, dated December 30, 2005, of Glow Merger Corporation (and after the merger pursuant to the Merger Agreement, GT Equipment Technologies), having an Applicable Interest Rate (as defined therein) of LIBOR plus 3.25% and a Maturity Date (as defined therein) of the earlier of April 30, 2006 and the date of demand of payment by the Lender therein. The Note, pursuant to its terms and the terms of the Exchange Agreement, is, at the option of the Lender, exchangeable for Class A Shares at any time after the Maturity Date if the Repayment Amount (as defined therein) has not been paid.

"Offer Notice" has the meaning set forth in Section 9.3(a).

"Offered Shares" has the meaning set forth in Section 9.3(a).

"Other Business" has the meaning set forth in Section 6.6.

"Other Members" has the meaning set forth in Section 9.4(a).

"Outstanding Value" has the meaning set forth in Section 4.1(c)(ii).

"Permitted Transferee" means (i) with respect to any Member who is a natural person, such Member's spouse and descendants (whether natural or adopted) and any trust that is and at all times remains solely for the benefit of the Member and/or the Member's spouse and/or descendants, and (ii) with respect to any Member which is an entity, any of such Member's Affiliates.

"Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a Governmental Entity.

"Power Fund" means OCM/GFI Power Opportunities Fund II, L.P., a Delaware limited partnership and OCM/GFI Power Opportunities Fund II (Cayman), L.P., an entity organized under the laws of the Cayman Islands.

"Power Fund Equity" means (i) the Shares issued to Power Fund pursuant to this Agreement and (ii) any securities issued directly or indirectly with respect to the foregoing securities by way of a unit split, unit dividend, or other division of securities, or in connection with a combination of securities, recapitalization, merger, consolidation, or other reorganization. As to any particular securities constituting Power Fund Equity, such securities shall cease to be Power Fund Equity when they have been (a) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (b) distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or any similar provision then in force), (c) repurchased by the LLC or any Subsidiary, or (d) transferred to a Person other than a Permitted Transferee.

"Pro Rata Share" means with respect to each Share, the proportional amount such Share would receive if an amount equal to the Total Equity Value were distributed to all Shares in accordance with Section 4.1(b), and with respect to each Shareholder, the aggregate Pro Rata Share with respect to Shares owned by such Shareholder, in each case as determined in good faith by the Managing Member.

"Profits" means items of LLC income and gain determined according to Section 3.3.

"Proportional Share" has the meaning set forth in Section 3.1(d)(i).

"Public Offering" means any sale, in an underwritten public offering registered under the Securities Act, of the LLC's (or any successor's) equity securities.

"RBC" means Royal Bank of Canada.

"RBC Permitted Transfer" means a Transfer of all or part of RBC's interest in any Shares in the event RBC reasonably determines that the disposition of such Shares is required by law or regulatory requirement.

"Regulatory Allocations" has the meaning set forth in Section 4.3(e).

"Repurchase Notice" has the meaning set forth in Section 3.9.

"Restricted Shares" means all Shares other than Shares which have (i) been registered under the Securities Act and disposed of in accordance with the registration statement covering them, (ii) become eligible for sale pursuant to Rule 144(k) or (iii) been otherwise Transferred and new certificates for them not bearing the Securities Act legend set forth in Section 9.10 have been delivered by the LLC.

"Sale of the LLC" means a sale of the outstanding Shares or assets of the LLC by the holder(s) thereof to any Person (other than the LLC, any Subsidiary of the LLC or Power Fund, or any Affiliate of any of the foregoing) pursuant to which such party or parties acquire (i) a majority of the outstanding vested Shares of the LLC (whether by merger, consolidation, sale or Transfer of Shares or otherwise) or (ii) all or substantially all of the LLC's assets determined on a consolidated basis.

"Sale Notice" has the meaning set forth in Section 9.4(a).

"Securities Act" means the Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations. Any reference herein to a specific section, rule or regulation of the Securities Act shall be deemed to include any corresponding provisions of future law.

"Securities Exchange Act" means the Securities Exchange Act of 1934, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations. Any reference herein to a specific section, rule or regulation of the Securities Exchange Act shall be deemed to include any corresponding provisions of future law.

"Share" means a Share of a Member or an Assignee in the LLC representing a fractional part of interests in Profits, Losses and Distributions of the LLC held by all Members and Assignees and shall include Class A Shares, Class B Shares, Class C Shares and Class D Shares; provided that any class or group of Shares issued shall have the relative rights, powers and duties set forth in this Agreement.

"Shareholder" means any owner of one or more Shares as reflected on the LLC's books and records.

"Statement of Disagreement" has the meaning set forth in Section 12.2(c).

"Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association or other business entity. For purposes hereof, references to a "Subsidiary" of any Person shall be given

effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term "Subsidiary" refers to a Subsidiary of the LLC.

"Substituted Member" means a Person that is admitted as a Member to the LLC pursuant to Section 10.1.

"Tax" or "Taxes" means any federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, utility, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing, in all cases whether or not disputed.

"Tax Distribution" has the meaning set forth in Section 4.1(a).

"Tax Exempt Partner" means any equityholder of a Shareholder (or, with respect to any equityholder of a Shareholder that is taxed as a partnership for federal income tax purposes (a "flow-through entity"), any equityholder of such flow-through entity) which is exempt from income taxation under § 501(a) of the Code.

"Tax Matters Partner" has the meaning set forth in Section 6231 of the Code. The Managing Member shall be the initial Tax Matters Partner.

"Taxable Year" means the LLC's accounting period for federal income tax purposes determined pursuant to Section 8.2.

"Total Equity Value" means the aggregate proceeds which would be received by the Shareholders if: (i) the assets of the LLC as a going concern were sold at their Fair Market Value; (ii) the LLC satisfied and paid in full all of its obligations and liabilities (including all Taxes, costs and expenses incurred in connection with such transaction, as well as any indebtedness of the LLC and any reserves established by the Managing Member for contingent liabilities); and (iii) such net sale proceeds were then distributed in accordance with Section 4.1(b), all as determined in good faith by the Managing Member, except that Fair Market Value shall be determined in accordance with the definition thereof in this Agreement.

"Transfer" means any sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition or encumbrance of an interest whether with or without consideration, whether voluntarily or involuntarily or by operation of law) or the acts thereof. The terms "Transferee," "Transferred," and other forms of the word "Transfer" shall have correlative meanings.

"Transferring Shareholder" has the meaning set forth in Section 9.3(a).

"Treasury Regulations" means the income tax regulations promulgated under the Code and effective as of the date hereof. Such term shall, at the Managing Member's sole discretion, be deemed to include any future amendments to such regulations and any corresponding provisions of succeeding regulations (whether or not such amendments and corresponding provisions are mandatory or discretionary; provided, however, that if they are discretionary, the term "Treasury Regulations" shall not include them if including them would have a material adverse effect on any Shareholder).

"Unpaid Class A Return" of any Class A Share means, as of any date, an amount equal to the excess, if any, of (a) the aggregate Class A Return accrued on such Class A Share for all periods prior to such date over (b) the aggregate amount of prior Distributions made by the LLC pursuant to Section 4.1(b)(ii) (including prior Distributions made pursuant to Section 4.1(a) which are treated as advances of Distributions made under Section 4.1(b)(ii)).

"Unreturned Capital" means, with respect to any Class A Share, an amount equal to the excess, if any, of (a) the aggregate amount of Capital Contributions made in exchange for or on account of such Share, over (b) the aggregate amount of prior Distributions made by the LLC that constitute a return of the Capital Contributions pursuant to Section 4.1(b)(i) (including prior Distributions made pursuant to Section 4.1(a) which are treated as advances of Distributions made under Section 4.1(b)(i)); provided that the Unreturned Capital for any given Class A Share shall never be less than zero.

ARTICLE II

ORGANIZATIONAL MATTERS

2.1 Formation of LLC. The LLC was formed on November 23, 2005, pursuant to the provisions of the Delaware Act.

2.2 Limited Liability Company Agreement. The Members hereby execute this Agreement for the purpose of establishing the affairs of the LLC and the conduct of its business in accordance with the provisions of the Delaware Act. The Members hereby agree that during the term of the LLC set forth in Section 2.6 the rights and obligations of the Shareholders with respect to the LLC will be determined in accordance with the terms and conditions of this Agreement and (except where the Delaware Act provides that such rights and obligations specified in the Delaware Act shall apply "unless otherwise provided in a limited liability company agreement" or words of similar effect and such rights and obligations are set forth in this Agreement) the Delaware Act; provided that, notwithstanding the foregoing, Section 18-210 of the Delaware Act (entitled "Contractual Appraisal Rights") and Section 18-305(a) of the Delaware Act (entitled "Access to and Confidentiality of Information; Records") shall not apply or be incorporated into this Agreement.

2.3 Name. The name of the LLC shall be "GT Solar Holdings, LLC." The Managing Member in its sole discretion may change the name of the LLC at any time and from time to time. Notification of any such change shall be given to all Shareholders. The LLC's business may be conducted under its name and/or any other name or names deemed advisable by the Managing Member.

2.4 Purpose. The purpose and business of the LLC shall be solely (i) to purchase and hold the equity securities of GT Equipment Technologies, including pursuant to the Merger Agreement, and to perform such other obligations and duties as are imposed upon the LLC under this Agreement and the other agreements contemplated hereby, (ii) to manage and direct the business operations and affairs of GT Equipment Technologies and any Subsidiaries of the LLC or GT Equipment Technologies (including, without limitation, the development, adoption and implementation of strategies, business plans, and policies concerning the conduct of GT Equipment Technologies' and its Subsidiaries' respective businesses), (iii) to exercise all rights and powers granted to the LLC (whether as a holder of GT Equipment Technologies' equity securities or otherwise) under GT Equipment Technologies' constituent documents, as the same may be amended from time to time and (iv) to engage in any other lawful act or activity for which limited liability companies may be organized under the Delaware Act.

2.5 Principal Office; Registered Office. The principal office of the LLC shall be located at GT Solar Holdings, LLC, c/o GFI Energy Ventures, LLC, 11611 San Vicente Blvd., Suite 710, Los Angeles, CA 90049, or at such other place as the Managing Member may from time to time designate, and all business and activities of the LLC shall be deemed to have occurred at its principal office. The LLC may maintain offices at such other place or places as the Managing Member deems advisable. Notification of any such change shall be given to all Shareholders. The address of the registered office of the LLC in the State of Delaware shall be 160 Greentree Drive, Suite 101, Dover, Delaware 19904, and the registered agent for service of process on the LLC in the State of Delaware at such registered office shall be National Registered Agents, Inc.

2.6 Term. The term of the LLC commenced upon the filing of the Certificate in accordance with the Delaware Act and shall continue in existence until termination and dissolution thereof in accordance with the provisions of Article XII.

2.7 No State-Law Partnership. The Shareholders intend that the LLC not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Shareholder be a partner or joint venturer of any other Shareholder by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.7, and neither this Agreement nor any other document entered into by the LLC or any Shareholder relating to the subject matter hereof shall be construed to suggest otherwise. The Shareholders intend that the LLC shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and that each Shareholder and the LLC shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

ARTICLE III
CAPITAL CONTRIBUTIONS

3.1 Shareholders.

(a) Authorized Shares. The authorized Shares which the LLC has authority to issue consist of such number of Class A Shares, Class B Shares, Class C Shares and Class D Shares as shall be determined by the Managing Member. The Managing Member shall have sole discretion to authorize the issuance by the LLC of any Equity Securities (as defined in Section 3.1(c) below). All Shares issued hereunder shall not be Certificated Shares unless otherwise determined by the Managing Member. The ownership by a Member of Class A Shares, Class B Shares, Class C Shares and/or Class D Shares shall entitle such Member to allocations of Profits and Losses and other items and Distributions of cash and other property as set forth in Article IV hereof.

(b) Capital Contributions. Each Shareholder shall make Capital Contributions pursuant to the Merger Agreement or shall make, has made or has been deemed to have made, or contemporaneously with the execution hereof shall make, on the date hereof, Capital Contributions to the LLC, and shall receive Shares, as set forth on the Schedule of Shareholders (as such Schedule may be amended to reflect adjustments to such Capital Contributions and number of Shares corresponding to the per share adjustments to the purchase price pursuant to Section 1.11 of the Merger Agreement and/or to reflect any additional issuances of Shares after the Closing (as defined in the Merger Agreement) pursuant to the Exchange Agreement or otherwise). The Class A Capital Contribution of each of Messrs. Gupta, Talbott and Zarrella shall be equal to the product of (i) the number of shares of GT Equipment Technologies common stock contributed by such Person (reflected on Exhibit A to the Merger Agreement) and (ii) the per share price of the GT Equipment Technologies common stock as finally determined, after giving effect to the working capital adjustment in Section 1.11 of the Merger Agreement. The Capital Contributions for Messrs. Gupta, Talbott and Zarrella as reflected in Schedule of Shareholders as of the Closing have been determined based on an estimate of $106.93670 for such per share price of GT Equipment Technologies common stock and shall be adjusted hereafter to the extent the actual per share price, as finally determined, deviates from such estimate. The Schedule of Shareholders reflects that each Shareholder will receive for its Capital Contribution as of the Closing Class A Shares at a price per share of $6.77630. If the Common Merger Consideration (as defined in the Merger Agreement) plus or minus, as applicable, the per share adjustment pursuant to Section 1.11 of the Merger Agreement (the "Actual Per Share Purchase Price") is greater or less than $106.93670, then (A) the Class A Shares Capital Contribution for each of Messrs. Gupta, Talbott and Zarrella shall equal the product of (x) the Actual Per Share Purchase Price and (y) the number of shares of common stock of GT Equipment Technologies contributed to the LLC by such Person, (B) the number of Class A Shares received by each of Gupta, Talbott and Zarrella in exchange for such Shareholder's Capital Contribution shall be adjusted to equal the quotient of (xx) such Shareholder's Class A Shares Capital Contribution over (yy) $6.77630, and (C) the aggregate number of Class B Shares, Class C Shares and Class D Shares outstanding shall be adjusted so as to cause the ratio of the aggregate number of outstanding Shares of each such class of the LLC to all outstanding Shares to remain unchanged before and after the adjustments set forth in this Section 3.1(b), and for each of clauses (A), (B) and (C) of this Section 3.1(b), the Schedule of Shareholders shall be amended accordingly. In the case of any adjustments pursuant to clause (C) of the immediately preceding sentence, the LLC shall issue such additional Class B Shares to, or cancel such Class B Shares held by, as the case may be, the holders of Class B Shares ratably based on holdings of shares of such class, shall issue such additional Class C Shares to, or cancel such Class C Shares held by, as the case may be, the holders of Class C Shares ratably based on holdings of shares of such class, and shall issue such additional Class D Shares to, or cancel such Class D Shares held by, as the case may be, the holders of Class D Shares ratably based on holdings of shares of such class. Shares of any such class which are so issued to any holder of unvested Shares of such class shall also be unvested, and thereafter shall be subject to vesting in

accordance with Section 3.2. In addition, each Shareholder acknowledges that additional Class A Shares, Class B Shares, Class C Shares and Class D Shares may be issued pursuant to the Exchange Agreement . Upon any such issuances, the Schedule of Shareholders will be amended accordingly. No subsequent Capital Contributions shall be required from the Shareholders.

(c) Issuance of Additional Shares and Interests. Subject to compliance with Section 3.1(d), and except as otherwise expressly provided in this Agreement, the Managing Member has the power and authority to cause the LLC to issue (i) additional Shares or other interests in the LLC (including to create and issue other classes or series having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Shares or other interests in the LLC and (iii) warrants, options or other rights to purchase or otherwise acquire Shares or other interests in the LLC (collectively, "Equity Securities"); provided that at any time following the date hereof, the LLC shall not issue Shares to any Person unless such Person shall have executed a counterpart to this Agreement. In such event, (A) the rights of Shareholders in respect of Shares or interests of any class or series shall be diluted on a pro rata basis based on holdings of such Shares or other interests of such class or series, and (B) the Managing Member shall have the power and authority to amend the Schedule of Shareholders solely to reflect such additional issuances and dilution and to make any such other amendments as it deems necessary or desirable to reflect such additional issuances consistent with the foregoing (including, without limitation, power and authority to amend this Agreement to increase the authorized number of Shares of any class or create a new class of Shares and to add the terms of such new class including economic and governance rights which may be different from the Class A Shares, Class B Shares, Class C Shares or Class D Shares or any other outstanding securities).

(d) Preemptive Rights.

(i) Except for issuances of (A) Shares previously acquired by the LLC and subsequently reissued, including Shares forfeited pursuant to Section 3.2(c)(iv) (so long as any Shares repurchased by the LLC are sold at a price not less than the price at which such Shares were so repurchased, unless otherwise determined by the Managing Member), (B) Equity Securities issued in connection with debt financings, refinancings, restructurings or similar transactions (including pursuant to the Note and the Exchange Agreement (provided that the Exchange Agreement provides for the issuance of Shares at a price per Share determined as of December 30, 2005, and only if the principal amounts and any accrued interest owing on the Note shall not have been paid), each dated the date hereof), (C) Shares issued in connection with any Share split, Share dividend or recapitalization of the LLC or GT Equipment Technologies or (D) Equity Securities issued in connection with strategic transactions involving the LLC or GT Equipment Technologies or any of their respective Subsidiaries and any other entities (including (1) joint ventures and similar arrangements or (2) Equity Securities issued in connection with an acquisition by GT Equipment Technologies or any of its Subsidiaries), if the LLC authorizes the issuance or sale to the Managing Member, or any Affiliate of the Managing Member, of any Shares or any securities containing options or rights to acquire any Shares, the LLC shall offer to sell to each holder of Class A Shares a portion of such securities equal to the quotient obtained by dividing (1) the number of Class A Shares held by such Shareholder, by (2) the total number of outstanding Class A Shares (such Shareholder's "Proportional Share"). Each such holder shall be entitled to purchase such securities at the same price and on other economic terms no less favorable in the aggregate than the terms on which offered to the Managing Member or such Affiliate(s) purchasing such securities; provided that if the Managing Member or such Affiliate(s) are required to also purchase other securities of the LLC, the holders exercising their rights pursuant to this Section 3.1(d)(i) shall also be required to purchase such other LLC securities of the same type (on the same economic terms and conditions and in the same relative amounts) that such other Persons are required to purchase. The purchase price for all securities offered to such holders

hereunder shall be payable in cash and, subject to the rights of holders of Class A Shares pursuant to Section 3.1(d)(ii), in order to exercise its purchase rights hereunder, a holder of Class A Shares must purchase the securities offered to such holder no later than on the date proposed to be issued to the Managing Member or its Affiliates.

(ii) In order to exercise its purchase rights hereunder, a holder of Class A Shares must within 30 days after receipt of written notice from the LLC describing in reasonable detail the securities being offered, the purchase price thereof, the payment terms and such holder's Proportional Share, deliver a written notice to the LLC describing such holder's election hereunder. If all of the securities offered to the holders of Class A Shares are not fully subscribed, the remaining securities shall be reoffered by the LLC to the holders purchasing their full allotment upon the terms set forth in this Section 3.1(d), except that such holders must exercise their rights within 10 days after receipt of such reoffer.

(iii) The LLC shall be entitled to sell such securities which the holders of Class A Shares have not elected to purchase during the 90 days following such expiration at a price not less and on other economic terms and conditions no more favorable to the purchasers thereof than that offered to such holders. Any securities offered or sold by the LLC to the Managing Member or any Affiliate of the Managing Member after such 90-day period must be reoffered to the holders of Class A Shares if required pursuant to the terms of Section 3.1(d)(i).

(iv) The rights of the holders of Class A Shares under this Section 3.1(d) shall terminate upon the consummation of the first to occur of (x) a Public Offering and (y) a Sale of the LLC.

3.2 Vesting Shares.

(a) The Class A Shares and Class C Shares shall not be subject to vesting.

(b) Class B Shares. The Class B Shares shall be issued to only employees of GT Equipment Technologies or any of its Subsidiaries (each, a "GT Employee"), in each case subject to vesting in accordance with this Section 3.2(b), and shall vest only so long as the holder thereof remains employed by GT Equipment Technologies or any of its Subsidiaries. Notwithstanding any other provision of this Agreement, no Class B Shares issued to such holder shall vest after the date such holder is no longer employed by GT Equipment Technologies or any of its Subsidiaries (such date, the "Termination Date"), and in no event shall the aggregate number of Class B Shares held by such holder which are deemed to be vested at any time after the Termination Date exceed the aggregate number of Class B Shares held by such holder which are vested on such Termination Date (as determined in accordance with this Section 3.2(b)).

(i) Vesting. Except as otherwise provided in this Section 3.2(b), the Class B Shares issued pursuant to this Agreement shall as of any date be deemed vested in accordance with the following schedule (rounded down to the nearest whole share), if (but only if) as of such date the GT Employee holder thereof has been continuously employed and remains so employed by GT Equipment Technologies or its Subsidiaries from the date hereof or from such later date on which such Shares are issued to such GT Employee (the "Effective Date") through such date:

Anniversary Date	Cumulative Percentage of Class B Shares Vested
First Anniversary of the Effective Date	25	%
Second Anniversary of the Effective Date	50	%
Third Anniversary of the Effective Date	75	%
Fourth Anniversary of the Effective Date	100	%

(ii) If, prior to the fourth anniversary of the Effective Date, any GT Employee holder of Class B Shares ceases to be employed by GT Equipment Technologies or its Subsidiaries on any

date other than an anniversary of the Effective Date, the cumulative percentage of such holder's Class B Shares to become vested as of the Termination Date will be determined as of the prior anniversary date. The portion of the Class B Shares that shall become vested as of any date shall be rounded down to the nearest whole share.

(iii) The vesting schedule of the Class B Shares (as determined in accordance with this Section 3.2(b)) shall not be affected by a Sale of the LLC.

(iv) Upon termination of employment of any GT Employee holder of Class B Shares for Cause, such holder's Class B Shares (whether vested or not) shall be automatically forfeited and cancelled. Upon such termination of employment other than for Cause, such holder's unvested Class B Shares shall be automatically forfeited and cancelled, and such holder's vested Class B Shares may, at the LLC's option, be repurchased by the LLC for a purchase price equal to the Pro Rata Share of the Total Equity Value of such Shares (calculated as of the date of such termination and adjusted to take into account amounts that would have been distributed with respect to any Shares but for the provisions of Section 4.1(c)(i)), in accordance with Section 3.9, plus the aggregate amount that would have been distributed with respect to such Shares absent the application of Section 4.1(c)(i) less the aggregate Distributions actually made with respect to such repurchased Shares. In the event that the purchase price as calculated in the immediately preceding sentence is negative, the holder of Class B Shares shall repay to the LLC such negative amount upon termination of employment and the Class B Shares shall be forfeited and cancelled without consideration to the holder.

(c) Class D Shares. The Class D Shares shall be issued to only to GT Employees, in each case subject to vesting in accordance with this Section 3.2(c), and shall vest only so long as the holder thereof remains employed by GT Equipment Technologies or any of its Subsidiaries. Notwithstanding any other provision of this Agreement, no Class D Shares shall vest after such holder's Termination Date, and in no event shall the aggregate number of Class D Shares which are deemed to be vested exceed the aggregate number of Class D Shares which are vested at any time after the Termination Date on such Termination Date (as determined in accordance with this Section 3.2(c)).

(i) Vesting. Except as otherwise provided in this Section 3.2(c), the Class D Shares issued pursuant to this Agreement shall as of any date be deemed vested in accordance with the following schedule (rounded down to the nearest whole share), if (but only if) as of such date the holder thereof has been continuously employed and remains so employed by GT Equipment Technologies and its Subsidiaries from the Effective Date through such date:

Anniversary Date	Cumulative Percentage of Class D Shares Vested
First Anniversary of the Effective Date	33.33	%
Second Anniversary of the Effective Date	66.67	%
Third Anniversary of the Effective Date	100	%

(ii) If, prior to the third anniversary of the Effective Date, any holder of Class D Shares ceases to be employed by GT Equipment Technologies or its Subsidiaries on any date other than an anniversary of the Effective Date, the cumulative percentage of such holder's Class D Shares to become vested as of the Termination Date will be determined as of the prior anniversary date. The portion of the Class D Shares that shall become vested as of any date shall be rounded down to the nearest whole share.

(iii) Notwithstanding the foregoing provisions of this Section 3.2(c), upon the occurrence of a Sale of the LLC, all Class D Shares which have not yet become vested shall become vested at the time of the occurrence of such Sale of the LLC, if (but only if) as of such time, the GT Employee

holder thereof has been continuously employed since receipt thereof and is then still employed by GT Equipment Technologies or any of its Subsidiaries.

(iv) Upon termination of employment of any holder of Class D Shares for Cause, such holder's Class D Shares (whether vested or not) shall be automatically forfeited to the LLC for no consideration and shall be re-issued by the LLC to the holders of Class C Shares who are still employed by GT Equipment Technologies as its Subsidiaries, pro rata according to such holders' relative ownership of Class C Shares. Those re-issued Class D Shares that were vested at the time of forfeiture shall remain vested, and those re-issued Class D Shares that were unvested at the time of forfeiture shall continue to vest according to this Section 3.2(c) for so long as the holder thereof shall remain employed by GT Equipment Technologies or its Subsidiaries.

(d) Any Shareholder who receives Class B Shares or Class D Shares for services shall make a timely and effective election under Code Section 83(b) with respect to such Shares. The Company and all Shareholders will (a) treat such Shares as outstanding for tax purposes, (b) treat such Shareholder as a partner of the LLC for tax purposes with respect to such Shares and (c) file all tax returns and reports consistently with the foregoing, and neither the Company nor any of its Shareholders will deduct any amount (as wages, compensation or otherwise) for the fair market value of such Shares for federal income tax purposes. Consistent with the foregoing, the Class B Shares and Class D Shares are intended to be treated as "profits interests" under Revenue Procedure 93-27, I.R.B. 1993-24 (June 9, 1993) and Revenue Procedure 2001-43, I.R.B. 2001-34 (August 2, 2001), and the provisions of this Agreement shall be interpreted and applied consistently therewith.

3.3 Capital Accounts.

(a) The LLC shall maintain a separate Capital Account for each Shareholder according to the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). In accordance with such Treasury Regulation, the Capital Account of each Member shall equal, as of the date hereof, the amount set forth on the Schedule of Shareholders attached hereto and shall be (a) increased by any additional Capital Contributions made by such Member and such Member's share of items of income and gain allocated to such Member pursuant to Article IV and (b) decreased by such Member's share of items of loss, deduction and expense allocated to such Member pursuant to Article IV and any Distributions to such Holder of cash or the Fair Market Value of any other property distributed to such Member. The LLC may (in the sole discretion of the Managing Member), upon the occurrence of the events specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such regulation and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of LLC property.

(b) For purposes of computing the amount of any item of LLC income, gain, loss or deduction to be allocated pursuant to Article IV and to be reflected in the Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes (including any method of depreciation, cost recovery or amortization used for this purpose); provided that:

(i) The computation of all items of income, gain, loss and deduction shall include those items described in Code Section 705(a)(1)(B) or Code Section 705(a)(2)(B) and Treasury Regulation Section 1.704-1(b)(2)(iv)(i), without regard to the fact that such items are not includable in gross income or are not deductible for federal income tax purposes.

(ii) If the Book Value of any LLC property is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property.

(iii) Items of income, gain, loss or deduction attributable to the disposition of LLC property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property.

(iv) Items of depreciation, amortization and other cost recovery deductions with respect to LLC property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the property's Book Value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

(v) To the extent an adjustment to the adjusted tax basis of any LLC asset pursuant to Code Sections 732(d), 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis).

3.4 Negative Capital Accounts. No Shareholder shall be required to pay to any other Shareholder or the LLC any deficit or negative balance which may exist from time to time in such Shareholder's Capital Account (including upon and after dissolution of the LLC).

3.5 No Withdrawal. No Person shall be entitled to withdraw any part of such Person's Capital Contributions or Capital Account or to receive any Distribution from the LLC, except as expressly provided herein.

3.6 Loans From Shareholders. Loans by Shareholders to the LLC shall not be considered Capital Contributions. If any Shareholder shall loan funds to the LLC in excess of the amounts required hereunder to be contributed by such Shareholder to the capital of the LLC, the making of such loans shall not result in any increase in the amount of the Capital Account of such Shareholder. The amount of any such loans shall be a debt of the LLC to such Shareholder and shall be payable or collectible in accordance with the terms and conditions upon which such loans are made; provided, that such terms and conditions are no more favorable to such lending Shareholder than those which would be agreed to in an orderly transaction with a willing, unaffiliated lender in an arm's-length transaction.

3.7 Distributions In-Kind. To the extent that the LLC distributes property in-kind to the Members, the LLC shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 4.1 and such property shall be treated as if it were sold for an amount equal to its Fair Market Value (or such other amount as is required to be used by the Code or applicable Treasury Regulation) and any resulting gain or loss shall be allocated to the Members' Capital Accounts in accordance with Sections 4.2 through 4.4.

3.8 Transfer of Shares. In the event of a Transfer of a Share pursuant to Article IX, the Transferee shall succeed to the Transferor's Capital Account pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(l).

3.9 Repurchase of Shares. The LLC may elect to purchase all or any portion of the vested Class B Shares pursuant to Section 3.2(b)(iv) by delivering written notice (the "Repurchase Notice") to the holder thereof within 60 days after the Termination Date. The Repurchase Notice shall set forth the number of vested Class B Shares to be acquired from such holder, the aggregate consideration to be paid for such Shares as determined pursuant to Section 3.2(b)(iv), and the time and place for the closing of the transaction. The closing of the repurchase shall take place on the date designated by the LLC in the Repurchase Notice, which date shall not be more than 60 days nor less than 10 days after the date of such Repurchase Notice. The LLC shall pay for the vested Class B Shares to be repurchased by delivery of a check or wire transfer of funds. The LLC shall be entitled to receive customary representations and warranties from the holder regarding such sale of Shares (including representations and warranties regarding good title to such Shares, free and clear of any liens or

encumbrances) and to require the holder's signature be guaranteed by a national bank or reputable securities broker.

3.10 Conversion to Corporation.

(a) The Managing Member may, in its sole discretion, either (i) cause the LLC to contribute all or substantially all of its assets to a corporation in a transaction qualified under Section 351(a) of the Code, and thereupon liquidate and dissolve the LLC, (ii) elect to have all Shareholders contribute their Shares to a corporation, in a transaction qualifying under Section 351(a) of the Code, as long as the value of the shares of the corporation received by all Shareholders has a value equal to the value of the Shares transferred, or (iii) otherwise cause the LLC to convert into a corporation, by way of merger, consolidation or otherwise, so long as such conversion does not result in any material liability (including any material liability for Taxes) of any of the Shareholders without their consent and provided that the value of the shares of the corporation received by each Shareholder has a value equal to the value of the Shares transferred. Subject to the foregoing and to Section 3.10(b), the conversion of the LLC or its business into a corporation shall be accomplished pursuant to such terms and in such manner as the Managing Member shall deem appropriate, in its sole discretion; provided, however, that the Managing Member shall use all reasonable efforts to structure the conversion so as to minimize the adverse impact, if any, to the Shareholders.

(b) The Managing Member and the other Shareholders shall use all reasonable efforts (including executing a stockholders' agreement) to ensure that the shares of the corporation issued to each Shareholder in connection with any of the transactions referred to in Section 3.10(a) shall have substantively the same rights and be subject to the same restrictions as the Shares of each class held by such Shareholder, including with respect to distributions and transfer restrictions.

ARTICLE IV

DISTRIBUTIONS AND ALLOCATIONS

4.1 Distributions.

(a) Tax Distributions. To the extent funds of the LLC are available for distribution by the LLC (as determined by the Managing Member in its sole discretion), the Managing Member shall cause the LLC to distribute to the Shareholders with respect to each Fiscal Quarter of the LLC an amount of cash (a "Tax Distribution") which in the good faith judgment of the Managing Member equals (i) the amount of net taxable income (adjusted to take account of any net taxable losses of the LLC allocable to the Shareholders in prior periods) of the LLC allocable to the Shareholders in respect of such Fiscal Quarter, multiplied by (ii) the sum of the highest marginal federal, state and local income tax rates applicable to an individual living in New York, NY for the relevant type of taxable income, with such Tax Distribution to be made to the Shareholders in the same proportions that taxable income was allocated to the Shareholders during such Fiscal Quarter. Tax Distributions shall be considered advance Distributions to Shareholders under Section 4.1(b).

(b) Other Distributions. Except as otherwise set forth in Section 4.1(a), the Managing Member may in its sole discretion (but shall not be obligated to) make Distributions at any time or from time to time, but shall make distributions in respect of Class A Shares, Class B Shares, Class C Shares and/or Class D Shares only in the following order of priority:

(i) first, to the holders of outstanding Class A Shares (ratably among such holders based upon the aggregate Unreturned Capital with respect to all Class A Shares held by each such holder immediately prior to such Distribution), until the aggregate Unreturned Capital with respect to the Class A Shares has been reduced to zero;

(ii) second, to the holders of outstanding Class A Shares (ratably among such holders based upon the aggregate Unpaid Class A Return with respect to all Class A Shares held by each such

holder immediately prior to such Distribution), until the aggregate Unpaid Class A Return with respect to the Class A Shares has been reduced to zero;

(iii) third, to the holders of outstanding Class B Shares in such amount as is necessary to cause the aggregate amount distributed in respect of each such outstanding Class B Share to be equal to the aggregate amount theretofore distributed with respect to each outstanding Class A Share pursuant to Section 4.1(b)(ii);

(iv) fourth, to the holders of the outstanding Class A Shares and the holders of outstanding Class B Shares, ratably among such holders based upon the aggregate number of Class A Shares and Class B Shares held by each such holder immediately prior to such Distribution, until cash Distributions made on the Class A Shares pursuant to Sections 4.1(b)(i)-(ii) and this (b)(iv) result in an IRR that is equal to 20%;

(v) fifth, until cash Distributions made on the Class A Shares pursuant to Sections 4.1(b)(i), (b)(ii), (b)(iv), and this (b)(v) result in an IRR equal to 30%,

(A) Distributions shall be made pursuant to this Section 4.1(b)(v) to the holders of outstanding Class C Shares and Class D Shares, ratably among such holders based upon the aggregate number of Class C Shares and Class D Shares held by each such holder immediately prior to such Distribution, in such amount as is necessary to cause the distributions with respect to each such Class C Share and Class D Share to equal to the product of (i) the aggregate, cumulative amount theretofore distributed with respect to each Class A Share, multiplied by (ii) the product obtained by multiplying (x) the excess of the IRR over 20%, by (y) ten (e.g., if the IRR after giving effect to such Distribution is 26%, then the amount determined pursuant to this paragraph (A) shall be 60% (i.e., 6% (26%—20%) multiplied by 10)); and

(B) All remaining Distributions pursuant to this Section 4.1(b)(v) shall be made to the holders of outstanding Class A Shares and Class B Shares, ratably among such holders based upon the aggregate number of Class A Shares and Class B Shares held by each such holder immediately prior to such Distribution; and

(vi) sixth, all distributions made at or after such time as cash Distributions made on the Class A Shares pursuant to Section 4.1(b)(i)-(v) have resulted in an IRR that is equal to or greater than 30% shall be made to the holders of Class A Shares, Class B Shares, Class C Shares and Class D Shares ratably based on holdings of such shares.

(i) Notwithstanding Sections 4.1(a) and 4.1(b), the amount distributed with respect to any unvested Shares shall not exceed the excess, if any, of (i) the aggregate amount which the Company would be obligated to distribute to the Holder of such Shares pursuant to Section 4.1(a) with respect to such Holder's vested and unvested Class B Shares and Class D Shares prior to making any Distributions pursuant to Section 4.1(b), over (ii) the aggregate amount theretofore distributed to such Holder pursuant to Section 4.1 in respect of such Holder's vested Class B Shares and vested Class D Shares. Any amounts not distributed to a Holder solely due to application of the immediately preceding sentence shall be retained by the LLC and shall be distributed to such Holder as and to the extent such Holder's unvested Shares become vested Shares in accordance with the provisions of Section 3.2. In the event that a Holder forfeits unvested Shares hereunder, (i) such Holder shall forfeit any amounts retained by the LLC pursuant to the immediately preceding sentence that are attributable to the forfeited Shares and (ii) such Holder shall repay to the Company the aggregate amount theretofore distributed to such Holder with respect to such Holder's unvested Shares; provided that such Holder shall be obligated to repay such amounts solely from Distributions payable thereafter in respect of any of

such Holder's vested Class B Shares or vested Class D Shares and the LLC may offset such payment obligations of any such Holder against, and consequently may withhold such amounts from, amounts that the LLC is otherwise obligated to pay to such Holder at any time following forfeiture of unvested Shares. The Managing Member may waive the requirements of this Section 4.1(c)(i) in whole or in part with respect to any Distribution in respect of any unvested Shares.

(ii) If any Class B Shares or Class D Shares are issued after the date of this Agreement (each, a "New Share") the Managing Member shall determine in good faith the Total Equity Value of each outstanding Class B Share or Class D Share, as applicable, in each case on the date of issuance of the New Shares immediately prior to such issuance (the "Outstanding Value"). Notwithstanding the provisions of Section 4.1, if an Outstanding Value has been determined with respect to Class B Shares, all Distributions pursuant to Section 4.1 to the holders of Class B Shares shall be made in proportion to the Outstanding Value of each Class B Share other than with respect to any New Shares until all Distributions made in respect of the outstanding Class B Shares subsequent to the issuance of such New Shares that are Class B Shares equal the total Outstanding Value of all Class B Shares other than New Shares, and thereafter, any further Distributions made in respect of the Class B Shares shall be distributed to all holders of Class B Shares in accordance with the terms and conditions of Section 4.1. Notwithstanding the provisions of Section 4.1, if any Outstanding Value has been determined with respect to Class D shares, then the Distribution principles of the foregoing sentence shall be applied with respect to the Class D Shares. The intent of this Section 4.1(c)(ii) is to ensure that any Class B Shares or Class D Shares issued after the date of this Agreement qualify as "profits interests" under Revenue Procedure 93-27, I.R.B. 1993-24 (June 9, 1993) and Revenue Procedure 2001-43, I.R.B. 2001-34 (August 2, 2001) as contemplated by Section 4.1(c)(i).

4.2 Allocations. Except as otherwise provided in Section 4.3 and Section 4.5, Profits and Losses for any Fiscal Year shall be allocated among the Shareholders in such a manner that, as of the end of such Fiscal Year, the sum of (i) the Capital Account of each Shareholder, (ii) such Shareholder's share of Minimum Gain (as determined according to Treasury Regulation Section 1.704-2(g)) and (iii) such Shareholder's partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)) shall be equal to the respective net amounts, positive or negative, which would be distributed to them or for which they would be liable to the LLC under the Delaware Act or otherwise, determined as if all unvested Shares were to vest and the LLC were to (i) liquidate the assets of the LLC for an amount equal to their Book Value and (ii) distribute the proceeds of liquidation pursuant to Section 12.2.

4.3 Special Allocations.

(a) Losses attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). If there is a net decrease during a Taxable Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Shareholders in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(i)(4). This Section 4.3(a) is intended to be a "partner nonrecourse debt minimum gain chargeback" provision that complies with the requirements of Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted in a manner consistent therewith.

(b) Nonrecourse deductions (as determined according to Treasury Regulation Section 1.704-2(b)(1)) for any Taxable Year shall be allocated to each Shareholder ratably among such Shareholders based upon the number of outstanding Class A Shares held by each such Shareholder immediately prior to such allocation. Except as otherwise provided in Section 4.3(a), if there is a net decrease in the Minimum Gain during any Taxable Year, each Shareholder shall be allocated Profits for

such Taxable Year (and, if necessary, for subsequent Taxable Years) in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(f). This Section 4.3(b) is intended to be a Minimum Gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f), and shall be interpreted in a manner consistent therewith.

(c) If any Shareholder that unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of Sections 4.3(a) and 4.3(b) but before the application of any other provision of this Article IV, then Profits for such Taxable Year shall be allocated to such Shareholder in proportion to, and to the extent of, such Adjusted Capital Account Deficit. This Section 4.3(c) is intended to be a qualified income offset provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith.

(d) Profits and Losses described in Section 3.3(b)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(k) and (m).

(e) The allocations set forth in Section 4.3(a)-(d) (the "Regulatory Allocations") are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Shareholders intend to allocate Profit and Loss of the LLC or make LLC distributions. Accordingly, notwithstanding the other provisions of this Article IV, but subject to the Regulatory Allocations, income, gain, deduction, and loss shall be reallocated among the Shareholders so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Shareholders to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Shareholders anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Shareholders so that the net amount of the Regulatory Allocations and such special allocations to each such Shareholder is zero. In addition, if in any Fiscal Year or Fiscal Period there is a decrease in partnership Minimum Gain, or in partner nonrecourse debt Minimum Gain, and application of the Minimum Gain chargeback requirements set forth in Section 4.3(a) or Section 4.3(b) would cause a distortion in the economic arrangement among the Shareholders, the Shareholders may, if they do not expect that the LLC will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such Minimum Gain chargeback requirements. If such request is granted, this Agreement shall be applied in such instance as if it did not contain such Minimum Gain chargeback requirement.

(f) The Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) ("Forfeiture Allocations") result from the allocations of Profits and Losses provided for in this Agreement. For the avoidance of doubt, the LLC is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Profits and Losses will be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

4.4 Tax Allocations.

(a) The income, gains, losses, deductions and credits of the LLC will be allocated, for federal, state and local income tax purposes, among the Shareholders in accordance with the allocation of such income, gains, losses, deductions and credits among the Shareholders for computing their Capital Accounts; except that if any such allocation is not permitted by the Code or other applicable law, the LLC's subsequent income, gains, losses, deductions and credits will be allocated among the

Shareholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

(b) Items of LLC taxable income, gain, loss and deduction with respect to any property contributed to the capital of the LLC shall be allocated among the Shareholders in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the LLC for federal income tax purposes and its Book Value using any permitted method selected by the Tax Matters Partner.

(c) If the Book Value of any LLC asset is adjusted pursuant to the requirements of Treasury Regulation Section 1.704-1(b)(2)(iv)(e) or (f) subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using any permitted method selected by Tax Matters Partner.

(d) Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Shareholders according to their interests in such items as determined by the Managing Member taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii).

(e) Allocations pursuant to this Section 4.4 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Shareholder's Capital Account or share of Profits, Losses, Distributions or other LLC items pursuant to any provision of this Agreement.

4.5 Offsetting Allocations. If, and to the extent that, any Member is deemed to recognize any item of income, gain, deduction or loss as a result of any transaction between such Member and the LLC pursuant to Sections 83, 482, or 7872 of the Code or any similar provision now or hereafter in effect, the Managing Member shall use its reasonable best efforts to allocate any corresponding Profit or Loss of the LLC to the Member who recognizes such item in order to reflect the Members' economic interest in the LLC.

4.6 Forfeiture of Unvested Shares. In the event that a Member's unvested Shares are forfeited to the LLC, the Capital Account balance attributable to such unvested Shares shall be allocated among the holders of the outstanding Shares based upon how a distribution of such remaining Capital Account balance would have been made to such holders under Section 4.1.

4.7 Indemnification and Reimbursement for Payments on Behalf of a Shareholder. Except as otherwise provided in Section 5.4 and 6.1., if the LLC is required by law to make any payment to a Governmental Entity that is specifically attributable to a Shareholder or a Shareholder's status as such (including, without limitation, federal withholding taxes, state personal property taxes, and state unincorporated business taxes), then such Shareholder shall indemnify and contribute to the LLC in full for the entire amount paid (including interest, penalties and related expenses). The Managing Member may offset Distributions to which a Person is otherwise entitled under this Agreement against such Person's obligation to indemnify the LLC under this Section 4.7. A Shareholder's obligation to indemnify and make contributions to the LLC under this Section 4.7 shall survive the termination, dissolution, liquidation and winding up of the LLC, and for purposes of this Section 4.7, the LLC shall be treated as continuing in existence. The LLC may pursue and enforce all rights and remedies it may have against each Shareholder under this Section 4.7, including instituting a lawsuit to collect such indemnification and contribution with interest calculated at a rate equal to the Base Rate plus three percentage points per annum (but not in excess of the highest rate per annum permitted by law).

ARTICLE V

MANAGEMENT

5.1 Authority of the Managing Member.

(a) Except for situations in which the approval of the Members is expressly and specifically required by the express terms of this Agreement, and subject to the provisions of this Section 5.1, (i) the Managing Member shall conduct, direct and exercise full control over all activities of the LLC (including all decisions relating to subsequent Capital Contributions, issuances of Equity Securities and the voting and sale of, and the exercise of other rights with respect to, the equity securities of GT Equipment Technologies held by the LLC), (ii) all management powers and authority over the business and affairs of the LLC shall be exclusively vested in the Managing Member, (iii) the Managing Member may, in its sole discretion, cause the LLC to vote for or otherwise consent to any sale of all or substantially all of the assets or securities of GT Equipment Technologies (whether by merger, consolidation or otherwise) and (iv) the Managing Member shall have the sole power and authority to bind or take any action on behalf of the LLC, or to exercise any rights and powers (including, without limitation, the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments, or other decisions) granted to the LLC under this Agreement or any other agreement, instrument, or other document to which the LLC is a party. Notwithstanding the foregoing, except for issuances of securities to the Managing Member or its Affiliates (subject to Section 3.1(d)), without the approval of the holders of a majority of the Non-Power Fund Equity, the Managing Member shall not approve any transaction between the LLC or any Subsidiary of the LLC on the one hand, and the Managing Member, Power Fund, or any of their respective Affiliates, on the other. No other Member shall have the power and authority to bind the LLC in any way, to do any act that would be (or that could be construed as) binding on the LLC, or to make any expenditures on behalf of the LLC, unless such specific power and authority has been expressly granted in writing to and not revoked from such other Member by the Managing Member.

(b) Without limiting the generality of the foregoing:

(i) the Managing Member and the LLC (and any delegate thereof) shall exercise all rights and powers of the LLC (whether such rights and powers are expressly and specifically granted to the LLC under the terms of an agreement to which the LLC is a party, or arise as a result of the LLC's ownership of securities or otherwise) to amend or consent to an amendment, modification, or waiver of GT Equipment Technologies' certificate of incorporation or bylaws, solely as directed by the Managing Member;

(ii) the Managing Member shall have exclusive authority on behalf of the LLC to prepare all tax returns, make or not make any tax elections or other decisions related to taxes, control the handling of any tax proceeding, and otherwise interact with any taxing authority with respect to LLC matters;

(iii) the Managing Member shall have sole discretion and right to enter into any agreement regarding, and have sole authority to approve on behalf of the LLC and all of the Members, a Sale of the LLC or any merger, consolidation or other transaction involving the LLC; and

(iv) the Managing Member and the LLC (and any delegate thereof) shall exercise all rights and powers of the LLC (including all rights and powers to take certain actions, give or withhold certain consents or approvals, waive or require the satisfaction of certain conditions, or make certain determinations, opinions, judgments, or other decisions) as a holder of capital stock or other securities of or interests in GT Equipment Technologies, including under GT Equipment Technologies' certificate of incorporation or bylaws, or under applicable law (e.g., the right to vote, transfer or otherwise dispose of any interest in any such securities), solely as directed by the Managing Member.

5.2 Delegation of Authority. The Managing Member may, from time to time, delegate to one or more Persons (including any Member of the LLC) such authority and duties as the Managing Member may deem advisable. Any delegation pursuant to this Section 5.2 may be revoked at any time by the Managing Member in its sole discretion.

5.3 Purchase of Shares. The Managing Member may cause the LLC to purchase or otherwise acquire Shares, or may purchase or otherwise acquire Shares on behalf of the LLC; provided that this provision shall not in and of itself obligate any Shareholder to sell any Shares to the LLC. So long as any such Shares are owned by or on behalf of the LLC such Shares will not be considered outstanding for any purpose.

5.4 Limitation of Liability.

(a) Except as otherwise provided herein or in any agreement entered into by such Person and the LLC, and to the maximum extent permitted by the Delaware Act, no present or former Managing Member or any of such Managing Member's Affiliates, employees, agents or representatives shall be liable to the LLC or to any other Member for any act or omission performed or omitted by such Person in good faith in its capacity as a Managing Member of the LLC or otherwise; provided that, except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was attributable to such Person's gross negligence, willful misconduct or knowing violation of law or this Agreement or any other agreement with the LLC. The Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its Affiliates, agents or representatives, and the Managing Member shall not be responsible for any misconduct or negligence on the part of any such Person appointed by the Managing Member (so long as such Person was selected in good faith and with reasonable care). The Managing Member shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of or failure to act by the Managing Member in good faith reliance on such advice shall in no event subject the Managing Member or any of its Affiliates, employees, agents or representatives to liability to the LLC or any Member.

(b) Whenever in this Agreement or any other agreement contemplated herein, the Managing Member is permitted or required to take any action or to make a decision in its "sole discretion" or "discretion," with "complete discretion" or under a grant of similar authority or latitude, the Managing Member shall be entitled to consider such interests and factors as it desires (including its interests as a Shareholder), provided that, the Managing Member shall act in good faith.

(c) Whenever in this Agreement a Managing Member is permitted or required to take any action or to make a decision in its "good faith" or under another express standard, the Managing Member shall act under such express standard and, to the extent permitted by applicable law, shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein, and, notwithstanding anything contained herein to the contrary, so long as the Managing Member acts in good faith, the resolution, action or terms so made, taken or provided by the Managing Member shall not constitute a breach of this Agreement or any other agreement contemplated herein or impose liability upon the Managing Member or any of its Affiliates, employees, agents or representatives.

(d) To the maximum extent permitted by applicable law, each Member hereby waives any claim or cause of action against the Managing Member or any of its Affiliates, employees, agents and representatives for any breach of any fiduciary duty to the LLC, its Members or any Subsidiary of the LLC by such Person, including as may result from a conflict of interest between the LLC or such Subsidiary and such Person; provided that, except as otherwise provided herein, such waiver shall not apply to the extent the act or omission was attributable to such Person's gross negligence, willful misconduct or knowing violation of law or this Agreement or any other Agreement with the LLC, nor

shall such waiver eliminate the implied contractual covenant of good faith and fair dealing. Each Member acknowledges and agrees that in the event of any such waived conflict of interest, each such Person may, in the absence of bad faith, act in the best interest of the Managing Member or its Affiliates, employees, agents or representatives. With respect to any such waived conflict of interest, the Managing Member shall not be obligated to recommend or take any action as a managing member that prefers the interests of the LLC or any Subsidiary or the other Members or Shareholders over the interests of the Managing Member or its Affiliates, employees, agents or representatives and the LLC.

(e) Except as otherwise required by law or the provisions of this Agreement, the LLC shall indemnify its present and former Managing Members against any losses, liabilities, damages or expenses (including amounts paid for attorneys' fees, judgments and settlements in connection with any threatened, pending or completed action, suit or proceeding) to which any of such Persons may directly or indirectly become subject for action taken or omitted to be taken on behalf of the LLC or in connection with any involvement with the LLC or any Subsidiary (including serving as a manager, officer, director, consultant or employee of such Subsidiary), but not to the extent attributable to such Indemnified Person's or its Affiliates' gross negligence, willful misconduct or knowing violation of law or for any present or future breaches of any representations, warranties or covenants by such Indemnified Person or its Affiliates, employees, agents or representatives contained herein or in any other agreement with the LLC or to such Person's failure to act in good faith. The rights of the Managing Member pursuant to this Section 5.4(e) shall be in addition to, and not in lieu of, the rights of Members generally pursuant to Section 6.4.

ARTICLE VI

RIGHTS AND OBLIGATIONS OF SHAREHOLDERS

6.1 Limitation of Liability. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC, and no Shareholder or Member (including the Managing Member) shall be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being a Shareholder or acting as a Member or Managing Member of the LLC, other than such Shareholder's obligation to make Capital Contributions to the LLC pursuant to the terms and conditions hereof. Except as otherwise provided in this Agreement, a Shareholder's liability (in its capacity as such) for LLC liabilities and losses shall be such Shareholder's share of the LLC's assets; provided that a Shareholder shall be required to return to the LLC any Distribution made to it in clear and manifest accounting or similar error. The immediately preceding sentence shall constitute a compromise to which all Shareholders have consented within the meaning of the Delaware Act. Notwithstanding anything contained herein to the contrary, the failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Delaware Act shall not be grounds for imposing personal liability on any of the Shareholders or Members (including the Managing Member) for liabilities of the LLC.

6.2 Lack of Authority. No Shareholder or Member (other than the Managing Member) in its capacity as such has the authority or power to act for or on behalf of the LLC in any manner, to do any act that would be (or could be construed as) binding on the LLC or to make any expenditures on behalf of the LLC, and the Shareholders and Members hereby consent to the exercise by the Managing Member of the powers conferred on it by law and this Agreement.

6.3 No Right of Partition. No Shareholder or Member shall have the right to seek or obtain partition by court decree or operation of law of any LLC property, or the right to own or use particular or individual assets of the LLC.

6.4 Indemnification.

(a) Subject to Section 4.7, the LLC hereby agrees to indemnify and hold harmless any Person (each an "Indemnified Person") to the fullest extent permitted under the Delaware Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the LLC to provide broader indemnification rights than the LLC is providing immediately prior to such amendment), against all expenses, liabilities and losses (including attorney fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such Person (or one or more of such Person's Affiliates) by reason of the fact that such Person is or was a Shareholder or Member or a partner, member, employee, officer, director, agent or other representative of the Managing member or is or was serving as a Managing Member, officer, director, principal, member, employee, agent or representative of the LLC or is or was serving at the request of the LLC as a Managing Member, officer, director, principal, member, employee, agent or representative of another corporation, partnership, joint venture, limited liability company, trust or other enterprise; provided that (unless the Managing Member otherwise consents) no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered to the extent attributable to such Indemnified Person's or its Affiliates' gross negligence, willful misconduct or knowing violation of law or for any present or future breaches of any representations, warranties or covenants by such Indemnified Person or its Affiliates, employees, agents or representatives contained herein or in any other agreement with the LLC. Expenses, including attorneys' fees and expenses, incurred by any such Indemnified Person in defending a proceeding shall be paid by the LLC in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the LLC.

(b) The right to indemnification and the advancement of expenses conferred in this Section 6.4 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, law, vote of Managing Member or otherwise.

(c) The LLC may maintain insurance, at its expense, to protect any Indemnified Person against any expense, liability or loss relating to the LLC or its business whether or not the LLC would have the power to indemnify such Indemnified Person against such expense, liability or loss under the provisions of this Section 6.4.

(d) Notwithstanding anything contained herein to the contrary (including in this Section 6.4), any indemnity by the LLC relating to the matters covered in this Section 6.4 shall be provided out of and to the extent of LLC assets only and neither the Managing Member nor any other Shareholder (unless such Shareholder otherwise agrees in writing or is found in a final decision by a court of competent jurisdiction to have personal liability on account thereof) shall have personal liability on account thereof or shall be required to make additional Capital Contributions to help satisfy such indemnity of the LLC (except as expressly provided herein).

(e) If this Section 6.4 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the LLC shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to this Section 6.4 to the fullest extent permitted by any applicable portion of this Section 6.4 that shall not have been invalidated and to the fullest extent permitted by applicable law.

6.5 Members Right to Act. For situations for which the approval of the Members (rather than the approval of the Managing Member on behalf of the Members) is required by this Agreement or by applicable law, the Members shall act through meetings and written consents as described in this Section 6.5, and each Class A Shareholder shall be entitled to vote based on such Shareholder's Proportional Share. Notwithstanding anything herein to the contrary, except as specifically provided otherwise in Section 13.3, holders of Class B Shares, Class C Shares and Class D Shares shall not have

any voting rights as holders of such Shares. The actions by the Members permitted hereunder may be taken at a meeting called by the Managing Member or Members holding at least 30% of the Class A Shares on at least five days' prior written notice to the other Members, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent (without a meeting and without a vote) so long as such consent is signed by the Members having not less than the minimum number of Shares that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting shall be given to those Members entitled to vote or consent who have not consented in writing. Any action taken pursuant to such written consent of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

6.6 Investment Opportunities and Conflicts of Interest. Each GT Employee that is a holder of Shares shall, and shall cause each of its Affiliates to, present to the LLC and the Managing Member all investment or business opportunities of which any of the foregoing become aware and which may be, within the scope and investment objectives related to the Business of the LLC or GT Equipment Technologies or any of their Subsidiaries, beneficial to the business of the LLC or GT Equipment Technologies or any of their Subsidiaries, or are otherwise competitive with the business of the LLC or GT Equipment Technologies or any of their Subsidiaries. The Shareholders expressly acknowledge that, subject to the provisions of Section 6.7 and applicable law, (i) the holders of Power Fund Equity, RBC, Angeleno Group and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships with entities engaged in the Business other than through the LLC or GT Equipment Technologies or any of their Subsidiaries (an "Other Business"), (ii) the holders of Power Fund Equity, RBC, Angeleno Group and their respective Affiliates have and may develop strategic relationships with businesses that are or may be competitive or complementary to the LLC or GT Equipment Technologies or any of their Subsidiaries, (iii) none of the holders of Power Fund Equity, RBC, Angeleno Group or their respective Affiliates will, by virtue of their investment in the LLC, GT Equipment Technologies or their Subsidiaries or (if applicable) service as the Managing Member of the LLC, or on any Subsidiary's board of directors, be prohibited from pursuing and engaging in any such activities, (iv) none of the holders of Power Fund Equity, RBC, Angeleno Group or their respective Affiliates will be obligated to inform the LLC, GT Equipment Technologies or any Subsidiary or the Managing Member of any such opportunity, relationship or investment, (v) none of the other Shareholders will acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the holders of Power Fund Equity, RBC, Angeleno Group or any of their respective Affiliates, and (vi) the involvement of any of the holders of Power Fund Equity, RBC, Angeleno Group or their respective Affiliates in any Other Business will not constitute a conflict of interest of any of such Persons with respect to the LLC or its Shareholders or GT Equipment Technologies or any Subsidiaries.

6.7 Confidentiality. Each Shareholder recognizes and acknowledges that it has and may in the future receive certain confidential and proprietary information and trade secrets of the LLC, GT Equipment Technologies and their Subsidiaries, including but not limited to confidential information of the LLC, GT Equipment Technologies and their Subsidiaries regarding identifiable, specific and discrete business opportunities being pursued by the LLC or GT Equipment Technologies or their Subsidiaries (the "Confidential Information"). Except as otherwise agreed to by the holders of a majority of the Power Fund Equity and a majority of the Non-Power Fund Equity, each Shareholder agrees that it will not, and shall cause each of its directors, officers, shareholders, partners, employees,

agents and members not to, during or after the term of this Agreement, whether directly or indirectly through an Affiliate or otherwise, take commercial or proprietary advantage of or profit from any Confidential Information or disclose Confidential Information to any Person for any reason or purpose whatsoever, except (i) to authorized directors, officers, representatives, agents and employees of the LLC, GT Equipment Technologies or the Subsidiaries and as otherwise may be proper in the course of performing such Shareholder's obligations, or enforcing such Shareholder's rights, under this Agreement and the agreements expressly contemplated hereby; (ii) as part of such Shareholder's normal reporting, rating or review procedure (including normal credit rating or pricing process), or in connection with such Shareholder's or such Shareholder's Affiliates' normal fund raising, marketing, informational or reporting activities, or to such Shareholder's (or any of its Affiliates') Affiliates, auditors, attorneys or other agents; (iii) to any bona fide prospective purchaser of the equity or assets of such Shareholder or its Affiliates or the Shares held by such Shareholder, or prospective merger partner of such Shareholder or its Affiliates, provided that such prospective purchaser or merger partner agrees to be bound by the provisions of this Section 6.7; or (iv) as is required to be disclosed by order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation, provided that, to the extent permitted by law, the Shareholder required to make such disclosure shall provide to the Managing Member prompt notice of such disclosure. For purposes of this Section 6.7, "Confidential Information" shall not include any information of which (x) such Person learns from a source other than the LLC, GT Equipment Technologies or their Subsidiaries who is not bound by a confidentiality obligation, or (y) is disclosed in a prospectus or other documents for dissemination to the public. Nothing in this Section 6.7 shall in any way limit or otherwise modify the Confidentiality and Non-Competition Agreements or any other agreement entered into by any holder of Shares with the LLC, GT Equipment Technologies or their Subsidiaries.

ARTICLE VII

BOOKS, RECORDS, ACCOUNTING AND REPORTS

7.1 Records and Accounting. The LLC shall keep, or cause to be kept, appropriate books and records with respect to the LLC's business, including all books and records necessary to provide any information, lists and copies of documents required to be provided pursuant to Section 7.3 or pursuant to applicable laws. All matters concerning (i) the determination of the relative amount of allocations and distributions among the Shareholders pursuant to Articles III and IV and (ii) accounting procedures and determinations, and other determinations not specifically and expressly provided for by the terms of this Agreement, shall be determined by the Managing Member, whose determination shall be final and conclusive as to all of the Shareholders absent manifest clerical error.

7.2 Fiscal Year. The fiscal year (the "Fiscal Year") of the LLC shall constitute the 12-month period ending on December 31 of each calendar year, or such other annual accounting period as may be established by the Managing Member.

7.3 Reports.

(a) The LLC shall use reasonable efforts to deliver or cause to be delivered to each Shareholder, within 120 days after the end of each Fiscal Year, an annual report containing a statement of changes in the Shareholder's equity and the Shareholder's Capital Account balance for such Fiscal Year (if any).

(b) The LLC shall, upon the written request of the holders of a majority of the Power Fund Equity, RBC, Angeleno Group or the written request of the holders of a majority of any class of outstanding Shares, deliver or cause to be delivered to each Shareholder with reasonable promptness, such other information and financial data concerning the LLC and its Subsidiaries but only to the extent the delivery of such information and data is required by the Delaware Act or is reasonably necessary for any of such entities to consummate a Transfer of Shares; provided further that furnishing

such information shall not be financially burdensome on the LLC or the Managing Member, or any Subsidiary of the LLC or its board of directors, or unreasonably time consuming for the employees of the Managing Member, the LLC or its Subsidiaries.

(c) The LLC shall use reasonable best efforts to deliver or cause to be delivered, within 75 days after the end of each Fiscal Year, to each Person who was a Shareholder at any time during such Fiscal Year all information with respect to such Person's Shares which are necessary for the preparation of such Person's United States federal and state income tax returns.

7.4 Transmission of Communications. Each Person that owns or controls Shares on behalf of, or for the benefit of, another Person or Persons shall be responsible for conveying any report, notice or other communication received from the Managing Member to such other Person or Persons.

ARTICLE VIII

TAX MATTERS

8.1 Preparation of Tax Returns. The LLC shall arrange for the preparation and timely filing of all returns required to be filed by the LLC. Each Member shall timely furnish to the Managing Member all pertinent information in its possession relating to LLC operations that is necessary to enable the LLC's income tax returns to be prepared and filed.

8.2 Tax Elections. The Taxable Year shall be determined by the Managing Member in accordance with applicable laws. The Managing Member shall, in its sole discretion, determine whether to make or revoke any available election pursuant to the Code. Each Shareholder will upon request supply any information necessary to give proper effect to such election.

8.3 Tax Controversies. Power Fund is hereby designated the Tax Matters Partner and is authorized and required to represent the LLC (at the LLC's expense) in connection with all examinations of the LLC's affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend LLC funds for professional services and reasonably incurred in connection therewith. Each Shareholder agrees to cooperate with the LLC and to do or refrain from doing any or all things reasonably requested by the LLC with respect to the conduct of such proceedings.

ARTICLE IX
TRANSFER OF SHARES

9.1 Transfers by Members.

(a) No Shareholder shall Transfer any interest in any Shares other than (i) pursuant to and in compliance with this Article IX or (ii) with the prior written consent of the Managing Member, which consent may be withheld in the Managing Member's sole discretion. For the three-year period beginning on December 30, 2005, except: (i) pursuant to Section 9.2, 9.4 or 9.5, (ii) in the case of an RBC Permitted Transfer, or (iii) in a Transfer to a Permitted Transferee, no Member shall Transfer, or offer or agree to Transfer, any legal or beneficial interest in any Shares without the prior written consent of the Managing Member, which consent may be withheld in the Managing Member's sole discretion.

(b) Except in connection with an Approved Sale, each Transferee of Shares or other interest(s) in the LLC shall, as a condition precedent to such Transfer, execute a counterpart to this Agreement pursuant to which such Transferee shall agree to be bound by the provisions of this Agreement.

9.2 Exit Rights. At any time after the date hereof:

(a) the Managing Member or the holders of a majority of the Power Fund Equity may cause an Approved Sale pursuant to the terms and conditions described in Section 9.5, which sale shall be

negotiated and executed by the Managing Member and, for the avoidance of doubt, shall not require the consent or vote of any other Member; and

(b) each holder of Power Fund Equity shall have the right to sell all or any portion of its Shares (including all rights and obligations associated with such Shares) at any time to any Person subject only to Sections 9.1(b) and (to the extent applicable) 9.4.

9.3 First Refusal Rights.

(a) Subject to compliance with all other provisions of this Agreement, prior to any Transfer of Shares (except in an Approved Sale or a Transfer to a Permitted Transferee), the Shareholder desiring to make such Transfer (other than Power Fund or its Affiliates) (the "Transferring Shareholder") shall deliver a written notice (the "Offer Notice") to the LLC and the Managing Member, disclosing in reasonable detail the identity of the prospective Transferee, the Shares to be Transferred (the "Offered Shares"), and the terms and conditions of the proposed Transfer. The Transferring Shareholder shall not consummate such proposed Transfer until the ROFR Termination Date (as defined in Section 9.3(c) below), unless the parties to the Transfer have been finally determined pursuant to this Section 9.3 prior to the ROFR Termination Date or such Transfer of Shares is to a Permitted Transferee.

(b) The LLC may elect to purchase any or all of the Offered Shares on the terms and conditions set forth in the Offer Notice, by delivering written notice of such election, specifying the quantity of such Shares that the LLC proposes to acquire, to the Transferring Shareholder and the Managing Member within 20 days after its receipt of the Offer Notice. If the LLC elects to purchase less than all of the Offered Shares, the Managing Member may elect to purchase any or all of the Offered Shares not proposed within such 20-day period to be acquired by the LLC, on the same terms and conditions set forth in the Offer Notice, by delivering written notice of such election to the LLC and the Transferring Shareholder.

(c) The purchase of the Offered Shares from the Transferring Shareholder by the LLC and/or the Managing Member shall be consummated as soon as practicable after the delivery of the election notice(s) to the Transferring Shareholder, but in any event before the ROFR Termination Date. If the LLC and the Managing Member have not elected to purchase all of the Offered Shares within 45 days, or have not consummated such purchase within 60 days, after delivery of the Offer Notice (the earlier such date, the "ROFR Termination Date"), the Transferring Shareholder shall be entitled to transfer the Offered Shares to the Transferee identified in the Offer Notice on terms and conditions no more favorable to such Transferee than those specified in the Offer Notice; provided that any Shares not transferred within 60 days following the ROFR Termination Date shall be subject to the provisions of this Section 9.3 upon subsequent Transfer. Transfer; and provided further that notwithstanding anything to the contrary in this Agreement, no Shareholder may Transfer any Shares to a Competitor of the LLC or GT Equipment Technologies or any of their Subsidiaries pursuant to this Section 9.3.

9.4 Tag Along Rights.

(a) At least 15 days prior to any Transfer of Shares by Power Fund or any holder of Power Fund Equity (other than to a Permitted Transferee and other than Transfers not to exceed three percent in the aggregate of the Shares issued to Power Fund pursuant to this Agreement), Power Fund shall deliver a written notice (the "Sale Notice") to the LLC and to the other Members holding the same class of Shares as proposed to be Transferred by such holder of Power Fund Equity (the "Other Members"), specifying in reasonable detail the Shares to be Transferred and the terms and conditions of the Transfer. The Other Members may elect to participate in the contemplated Transfer with respect to the same class of Shares proposed to be Transferred by such holder of Power Fund Equity by delivering written notice to Power Fund within 15 days after delivery of the Sale Notice, and failure to deliver any such notice shall be deemed a waiver of rights under this Section 9.4 with respect to such Transfer. The aggregate consideration to be received by each Shareholder in such Transfer shall be based upon the Pro Rata Share represented by the Shares requested to be included by each Shareholder relative to the Pro Rata Share of all Shares participating in such Transfer held by the Shareholders participating in such Transfer. If no Other Member has elected to participate in the contemplated Transfer (through notice to such effect or expiration of the 15-day period after delivery of the Sale Notice), then Power Fund may, during the 90-day period immediately following the date of the delivery of the Sale Notice, Transfer the Shares specified in the Sale Notice at a price and on terms no more favorable to the Transferee(s) thereof than specified in the Sale Notice. Any Shares identified in the Sale Notice but not Transferred within such 90-day period shall be subject to the provisions of this Section 9.4 upon subsequent Transfer.

(b) Power Fund shall not Transfer any of its Shares to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Other Members who have elected to participate in such Transfer in accordance with Section 9.4(a), unless Power Fund or its designee acquires the Shares that otherwise would have been sold in such Transfer for the price and on the terms that such Member would have been entitled to receive had such Other Member(s) sold the Shares such Member was entitled to sell in such Transfer. Each Member Transferring Shares pursuant to this Section 9.4 (including in respect of the Transfer to Power Fund or its designees referenced in the immediately foregoing sentence) shall pay its Pro Rata Share of the expenses incurred by the Members in connection with such Transfer and shall be obligated to join based on its Pro Rata Share in any indemnification or other obligations that Power Fund agrees to provide in connection with such Transfer (other than any such obligations that relate specifically to a particular Member such as indemnification with respect to representations and warranties given by a Member regarding such Member's title to and ownership of Shares); provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the Transferees with respect to an amount in excess of the cash proceeds to which such holder is entitled in such Transfer, or to make indemnity payments in excess of the net cash proceeds paid to such holder in connection with such Transfer; provided further, that any escrow proceeds of any such transaction shall be withheld on a pro rata basis among all Shareholders who participate in the Transfer.

9.5 Approved Sale; Drag Along Obligations; Public Offering.

(a) If the Managing Member or the holders of a majority of the Power Fund Equity approve a Sale of the LLC (an "Approved Sale"), each Member shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale is structured as a (x) merger or consolidation, each Member holding Shares shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (y) sale of Shares, each holder of Shares shall agree to sell all of his, her or its Shares and rights to acquire Shares on the terms and conditions approved by the Managing Member. Each Member holding Shares shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by the Managing Member.

(b) The obligations of the Members holding Shares with respect to the Approved Sale are subject to the satisfaction of the following conditions: (i) the consideration payable upon consummation of such Approved Sale to all Shareholders shall be allocated among the Shareholders as if distributed pursuant to Section 4.1(b); and (ii) upon the consummation of the Approved Sale, all of the Shareholders of a particular class of Shares shall receive the same amount of consideration per Share of such class (with any non-cash consideration valued in good faith by the Managing Member), as reduced by the aggregate principal amount plus all accrued and unpaid interest on any indebtedness of any holder to the LLC.

(c) Notwithstanding anything to the contrary, in connection with an Approved Sale, (i) no Shareholder will be required to make affirmative representations or warranties except as to such Shareholder's due power and authority, non-contravention and ownership of Shares, free and clear of all liens, and (ii) the Shareholders may be severally obligated to join on a pro rata basis (based on the amount by which each holder's share of the aggregate proceeds paid with respect to its Shares would have been reduced had the aggregate proceeds available for distribution to such Shareholders been reduced by the amount of such indemnity) in any indemnification obligation agreed to by the Managing Member in connection with such Approved Sale, except that each Member may be fully liable for obligations that relate specifically to such Shareholder, such as indemnification with respect to representations and warranties given by such Shareholder regarding such Shareholder's title to and ownership of Shares; provided that no holder shall be obligated in connection with such Approved Sale to agree to indemnify or hold harmless the Transferees with respect to an amount in excess of the cash proceeds to which such holder is entitled in such Approved Sale, or to make indemnity payments in excess of the net cash proceeds paid to such holder in connection with such Approved Sale; provided further, that any escrow of proceeds of any such transaction shall be withheld on a pro rata basis among all Shareholders (based on the amount by which each such holder's share of the aggregate proceeds otherwise payable with respect to its Shares would have been reduced had the aggregate proceeds available for distribution to such Shareholders been reduced by the amount placed in escrow). Each Shareholder shall enter into any indemnification or contribution agreement requested by the Managing Member to ensure compliance with this Section 9.5(c) and the provisions of this Section 9.5(c) shall be deemed complied with if the requirement for several liability is addressed through such agreement, even if the purchase and sale agreement or merger agreement related to the Approved Sale provides for joint and several liability.

(d) If GT Equipment Technologies or any of its Subsidiaries, the LLC or holders of a majority of the Power Fund Equity enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the other Shareholders shall, at the request of the holders of a majority of the Power Fund Equity, appoint a "purchaser representative" (as such term is defined in Rule 501 promulgated under the Securities Act) designated by the LLC and reasonably acceptable to the holders of a majority of the Power Fund Equity. If any Shareholder so appoints a purchaser representative, the LLC shall pay the fees of such purchaser representative. However, if any Shareholder declines to appoint the purchaser representative designated by the LLC, such holder shall appoint another purchaser representative (reasonably acceptable to the holders of a majority of the Power Fund Equity), and such holder shall be responsible for the fees of the purchaser representative so appointed.

(e) Except as otherwise provided in Section 9.5(d), each Member Transferring Shares pursuant to this Section 9.5 shall pay its Pro Rata Share of the expenses incurred by the Members in connection with such Transfer (including by reducing the portion of the consideration to which such Shareholder would be entitled in such Approved Sale).

(f) In addition, if the Managing Member approves a Public Offering or transaction pursuant to Section 3.10, each Shareholder shall, and shall cause its Representatives to, vote for, consent to (to the

extent it has any voting or consenting rights) and raise no objections against any such transaction, and the LLC, the Managing Member and each Shareholder shall take all reasonable actions in connection with the consummation of any such transaction as requested by the Managing Member.

(g) In no manner shall this Section 9.5 be construed to grant to any Shareholder any dissenters' rights or appraisal rights or give any Shareholder any right to vote in any transaction structured as a merger or consolidation (it being understood that the Members have expressly waived rights under Section 18-210 of the Delaware Act and any other dissenters rights, appraisal rights or similar rights (if any) and have granted to the Managing Member the sole right to approve or consent to a merger or consolidation of the LLC without approval or consent of the Members).

9.6 Void Transfers. Any Transfer by any Member of any Shares or other interest in the LLC in contravention of this Agreement in any respect (including, without limitation, the failure of the Transferee to execute a counterpart in accordance with Section 9.1(b)) or which would cause the LLC to not be treated as a partnership for U.S. federal income tax purposes shall be void and ineffectual and shall not bind or be recognized by the LLC or any other party. No purported assignee shall have any right to any profits, losses or distributions of the LLC.

9.7 Effect of Assignment.

(a) Any Member who shall assign any Shares or other interest in the LLC shall cease to be a Member of the LLC with respect to such Shares or other interest and shall no longer have any rights or privileges of a Member with respect to such Shares or other interest.

(b) Any Person who acquires in any manner whatsoever any Shares or other interest in the LLC, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all of the terms and conditions of this Agreement that any predecessor in such Shares or other interest in the LLC of such Person was subject to or by which such predecessor was bound.

9.8 Additional Restrictions on Transfer.

(a) Prior to any Transfer of Restricted Shares, the Member proposing to Transfer such Restricted Shares will deliver written notice to the LLC describing in reasonable detail the Transfer or proposed Transfer. In addition, if the Member holding such Restricted Shares delivers to the LLC an opinion of counsel (who may be counsel for the LLC), satisfactory in form and substance to the Managing Member and counsel for the LLC (which opinion may be waived, in whole or in part, at the discretion of the Managing Member) that no subsequent Transfer of such Restricted Shares will require registration under the Securities Act, the LLC will promptly upon such contemplated Transfer deliver new certificates or instruments, as the case may be, for such Restricted Shares which do not bear the restrictive legend relating to the Securities Act as set forth below. If the LLC is not required to deliver new certificates or instruments, as the case may be, for such Restricted Shares not bearing such legend, the Member holding such Restricted Shares will not Transfer the same until the prospective Transferee has confirmed to the LLC in writing its agreement to be bound by the conditions contained in this Section 9.8.

(b) Notwithstanding any other provisions of this Article IX, no Transfer of Shares or any other interest in the LLC may be made unless in the opinion of counsel (who may be counsel for the LLC), satisfactory in form and substance to the Managing Member and counsel for the LLC (which opinion may be waived, in whole or in part, at the discretion of the Managing Member), such Transfer would not violate any federal securities laws or any state or provincial securities or "blue sky" laws (including any investor suitability standards) applicable to the LLC or the interest to be Transferred, or cause the LLC to be required to register as an "Investment Company" under the U.S. Investment Company

Act of 1940, as amended. Such opinion of counsel shall be delivered in writing to the LLC prior to the date of the Transfer.

(c) In order to permit the LLC to qualify for the benefit of a "safe harbor" under Code Section 7704, notwithstanding anything to the contrary in this Agreement, no Transfer of any Share or economic interest shall be permitted or recognized by the LLC or the Managing Member (within the meaning of Treasury Regulation Section 1.7704-1(d)) if and to the extent that such Transfer would cause the LLC to have more than 100 partners (within the meaning of Treasury Regulation Section 1.7704-1(h), including the look-through rule in Treasury Regulation Section 1.7704-1(h)(3)).

9.9 Prospective Transferees. Subject to the terms of this Agreement, the LLC agrees to cooperate, as may reasonably be requested, by providing information and access to information to any prospective Permitted Transferee in connection with a proposed Transfer, subject to receipt of a confidentiality agreement in form and substance satisfactory to the Managing Member.

9.10 Legend. In the event that certificates representing the Shares are issued ("Certificated Shares"), such certificates will bear the following legend:

"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON , HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS ("STATE ACTS") AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR STATE ACTS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN A LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF DECEMBER 30, 2005, AS AMENDED AND MODIFIED FROM TIME TO TIME, GOVERNING THE ISSUER (THE "COMPANY") AND BY AND AMONG CERTAIN INVESTORS. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

9.11 Transfer Fees and Expenses. Except as provided in Sections 9.3, 9.4 and 9.5, the Transferor and Transferee of any Shares or other interest in the LLC shall be jointly and severally obligated to reimburse the LLC for all reasonable expenses (including attorneys' fees and expenses) of any Transfer or proposed Transfer, whether or not consummated.

ARTICLE X

ADMISSION OF MEMBERS

10.1 Substituted Members. In connection with the Transfer of Shares of a Shareholder permitted under the terms of this Agreement, the Transferee shall become a Substituted Member on the later of (i) the effective date of such Transfer, and (ii) the date on which the Managing Member approves such Transferee as a Substituted Member, and such admission shall be shown on the books and records of the LLC.

10.2 Additional Members. A Person may be admitted to the LLC as an Additional Member only as contemplated under Section 3.1 and only upon furnishing to the Managing Member (a) a letter of acceptance, in form satisfactory to the Managing Member, of all the terms and conditions of this Agreement, including the power of attorney granted in Section 13.2, and (b) such other documents or instruments as may be necessary or appropriate to effect such Person's admission as a Member. Such

admission shall become effective on the date on which the Managing Member determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the LLC.

ARTICLE XI

WITHDRAWAL AND RESIGNATION OF SHAREHOLDERS

11.1 Withdrawal and Resignation of Member. No Member shall have the power or right to withdraw or otherwise resign from the LLC prior to the dissolution and winding up of the LLC pursuant to Article XII without the prior written consent of the Managing Member (which consent may be withheld by the Managing Member in its sole discretion), except as otherwise expressly permitted by this Agreement or any of the other agreements contemplated hereby. Upon a Transfer of all of a Member's Shares in a Transfer permitted by this Agreement, subject to the provisions of Section 9.7, such Member shall cease to be a Member. Notwithstanding that payment on account of a withdrawal may be made after the effective time of such withdrawal, any completely withdrawing Member will not be considered a Member for any purpose after the effective time of such complete withdrawal, and, in the case of a partial withdrawal, such Shareholder's Capital Account (and corresponding voting and other rights) shall be reduced for all other purposes hereunder upon the effective time of such partial withdrawal.

ARTICLE XII

DISSOLUTION AND LIQUIDATION

12.1 Dissolution. The LLC shall not be dissolved by the admission of Additional Members or Substituted Members. The LLC shall dissolve, and its affairs shall be wound up upon the first to occur of the following:

(a) at any time by the Managing Member; or

(b) the entry of a decree of judicial dissolution of the LLC under Section 35-5 of the Delaware Act or an administrative dissolution under Section 18-802 of the Delaware Act.

Except as otherwise set forth in this Article XII, the LLC is intended to have perpetual existence. An Event of Withdrawal shall not cause a dissolution of the LLC and the LLC shall continue in existence subject to the terms and conditions of this Agreement.

12.2 Liquidation and Termination. On the dissolution of the LLC, the Managing Member shall act as liquidator or may appoint one or more representatives, Members or other Persons as liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the LLC and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an LLC expense. Until final distribution, the liquidators shall continue to operate the LLC properties with all of the power and authority of the Managing Member. The steps to be accomplished by the liquidators are as follows:

(a) the liquidators shall pay, satisfy or discharge from LLC funds all of the debts, liabilities and obligations of the LLC (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine);

(b) as promptly as practicable after dissolution, the liquidators shall (i) determine the Fair Market Value (the "Liquidation FMV") of the LLC's remaining assets (the "Liquidation Assets") in accordance with the definition thereof in this Agreement, (ii) determine the amounts to be distributed to each Shareholder in accordance with Section 4.1(b), and (iii) deliver to each Shareholder a statement (the

"Liquidation Statement") setting forth the Liquidation FMV and the amounts and recipients of such Distributions;

(c) if the holders of a majority of the Power Fund Equity or a majority-in-interest of Non-Power Fund Equity do not deliver written notice to the liquidators disagreeing with the calculations in the Liquidation Statement (a "Statement of Disagreement") within 15 days after the date of delivery of the Liquidation Statement, absent manifest error, the Liquidation Statement shall be final and binding on all Shareholders. In the event such holders give a Statement of Disagreement within such 15-day period, the holders of a majority of the Power Fund Equity or of a majority-in-interest of Non-Power Fund Equity, as applicable, and the liquidators will attempt in good faith to agree on the Liquidation FMV, and any such agreement shall be final and binding on all Shareholders. If such Persons are unable to reach such agreement within 20 days after the date of the Statement of Disagreement, the holders of a majority of the Power Fund Equity or of a majority-in-interest of Non-Power Fund Equity, as applicable, and the liquidators shall each, within 10 days thereafter, select an investment banker or other appraiser with experience in analyzing and making determinations concerning matters in the Business and in valuing entities like the LLC (including calculating distribution mechanisms like that set forth in Section 4.1(b) above), and the two investment bankers/appraisers so selected shall together select a third such investment banker/appraiser similarly qualified. The three investment bankers/appraisers so selected shall each determine the Liquidation FMV in accordance with the definition thereof in this Agreement, shall determine the amount and allocation of Distributions in accordance with Section 4.1 (b), and shall, within 30 days after their retention, provide the written results of such determination to the holders of Power Fund Equity or Non-Power Fund Equity, as applicable, and the liquidators. For purposes hereof, the Liquidation FMV and the amounts to be distributed with respect to each class of Shares shall each be equal to the average of the two appraisals closest to each other with respect thereto, and such amounts shall be final and binding on all Shareholders. The costs of such appraisal shall be borne by the LLC; and

(d) as soon as the Liquidation FMV and the proper amounts of Distributions have been determined in accordance with Section 12.2(c) above, the liquidators shall promptly distribute the LLC's Liquidation Assets to the holders of Shares in accordance with Section 4.1(b) above. Any non-cash Liquidation Assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Sections 4.2 and 4.3. In making such distributions, the liquidators shall allocate each type of Liquidation Assets (i.e., cash or cash equivalents, etc.) among the Shareholders ratably based upon the aggregate amounts to be distributed with respect to the Shares held by each such holder. To the extent that equity securities of any Subsidiary of the LLC are distributed to any Shareholders in connection with the liquidation, such Shareholders hereby agree to enter into a securityholders agreement with such Subsidiary and each other Shareholder which contains restrictions on the Transfer of such equity security and other provisions (including with respect to the governance and control of such Subsidiary) in form and substance similar to the provisions and restrictions set forth herein (including, without limitation, in Article IX and Article V). The distribution of cash and/or property to a Shareholder in accordance with the provisions of this Section 12.2 constitutes a complete return to the Shareholder of its Capital Contributions and a complete distribution to the Shareholder of its interest in the LLC and all the LLC's property and constitutes a compromise to which all Shareholders have consented within the meaning of the Delaware Act. To the extent that a Shareholder returns funds to the LLC, it has no claim against any other Shareholder for those funds.

12.3 Cancellation of Certificate. On completion of the distribution of LLC assets as provided herein, the LLC is terminated (and the LLC shall not be terminated prior to such time), and the Managing Member (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be

necessary to terminate the LLC. The LLC shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 12.3.

12.4 Reasonable Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of the business and affairs of the LLC and the liquidation of its assets pursuant to Section 12.2 in order to minimize any losses otherwise attendant upon such winding up.

12.5 Return of Capital. The liquidators shall not be personally liable for the return of Capital Contributions or any portion thereof to the Shareholders (it being understood that any such return shall be made solely from LLC assets).

12.6 Hart-Scott-Rodino. In the event the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") is applicable to any Shareholder, the dissolution of the LLC shall not be consummated until such time as the applicable waiting period (and extensions thereof) under the HSR Act have expired or otherwise been terminated with respect to each such Shareholder.

ARTICLE XIII

GENERAL PROVISIONS

13.1 Information Rights. The LLC shall provide RBC, Dr. Kedar P. Gupta and Jonathan A. Talbott, in each case so long as such Shareholder continues to own at least one-half of the Shares acquired pursuant to the Merger Agreement as set forth on the Schedule of Shareholders, with the following: (A) as soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, consolidated balance sheets of the LLC and its Subsidiaries as of the end of such period, and consolidated statements of income and cash flows of the LLC and its Subsidiaries for the period then ended prepared in conformity with generally accepted accounting principles in the United Stated applied on a consistent basis, except as otherwise noted therein, and subject to the absence of footnotes and year-end adjustments; and (B) as soon as available and in any event within 120 days after the end of each Fiscal Year, a consolidated balance sheet of the LLC and its subsidiaries as of the end of such year, and consolidated statements of income and cash flows of the LLC and its subsidiaries for the year then ended prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, together with an auditor's report thereon.

13.2 Power of Attorney.

(a) Each Shareholder hereby constitutes and appoints the Managing Member and the liquidators, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his or its name, place and stead, to execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) this Agreement, all certificates and other instruments and all amendments thereof in accordance with the terms hereof which the Managing Member deems appropriate or necessary to form, qualify, or continue the qualification of, the LLC as a limited liability company in the State of Delaware and in all other jurisdictions in which the LLC may conduct business or own property; (B) all instruments which the Managing Member deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (C) all conveyances and other instruments or documents which the Managing Member and/or the liquidators deems appropriate or necessary to reflect the dissolution and liquidation of the LLC pursuant to the terms of this Agreement, including a certificate of cancellation; and (D) all instruments relating to the admission, withdrawal or substitution of any Shareholder pursuant to Article X or XI.

(b) The foregoing power of attorney is irrevocable and coupled with an interest, and shall survive the death, disability, incapacity, dissolution, bankruptcy, insolvency or termination of any Shareholder and the Transfer of all or any portion of his or its Shares and shall extend to such Shareholder's heirs, successors, assigns and personal representatives.

13.3 Amendments. Subject to the right of the Managing Member to amend this Agreement as expressly provided herein, this Agreement may be amended, modified, or waived with the written consent of a majority of the Power Fund Equity; provided that if any such amendment, modification, or waiver would adversely affect in any material respect the rights, preferences or privileges of any Shares as compared with the effect of such amendment, modification or waiver on the rights, preferences or privileges of the Power Fund Equity, such amendment, modification, or waiver shall also require the written consent of the holders of a majority of the Shares so adversely affected. In connection with any amendment, modification or waiver, or other approval hereunder, the Managing Member will have no obligation to provide any information to any Person unless the consent of such Person is required to be obtained in order to effectuate such amendment, modification or waiver; provided that any Person shall, at the request of the LLC or the Company, as the case may be, promptly (and in any event, within three (3) business days) execute and deliver to the LLC or the Company, any amendment, modification or waiver that has been approved in accordance with this Agreement; and provided further that the Managing Member shall be required to inform the holders of Class A Shares of the substance and occurrence of such amendment. The Managing Member may, without the consent of any other Member or Shareholder, amend the Schedule of Shareholders to reflect the admission of any other Member or Shareholder, the creation of issuance of any other Shares or interests in the LLC or the making of any Capital Contributions.

13.4 Title to LLC Assets. LLC assets shall be deemed to be owned by the LLC as an entity, and no Shareholder, individually or collectively, shall have any ownership interest in such LLC assets or any portion thereof. Legal title to any or all LLC assets may be held in the name of the LLC, the Managing Member or one or more nominees, as the Managing Member may determine. The Managing Member hereby declares and warrants that any LLC assets for which legal title is held in its name or the name of any nominee shall be held in trust by the Managing Member or such nominee for the use and benefit of the LLC in accordance with the provisions of this Agreement. All LLC assets shall be recorded as the property of the LLC on its books and records, irrespective of the name in which legal title to such LLC assets is held.

13.5 Remedies. Each Shareholder shall have all rights and remedies set forth in this Agreement and all rights and remedies which such Person has been granted at any time under any other agreement or contract and all of the rights which such Person has under any law. Any Person having any rights under any provision of this Agreement or any other agreements contemplated hereby shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law.

13.6 Successors and Assigns. All covenants and agreements contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns, whether so expressed or not.

13.7 Severability. Whenever possible, each provision of this Agreement will 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 will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

13.8 Counterparts. This Agreement may be executed simultaneously in two or more separate counterparts, anyone of which need not contain the signatures of more than one party, but each of which will be an original and all of which together shall constitute one and the same agreement binding on all the parties hereto.

13.9 Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The use of the words "including" or "include" in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Wherever required by the context, references to a Fiscal Year shall refer to a portion thereof. The use of the words "or," "either" and "any" shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict.

13.10 Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws 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. Subject to Section 13.19, any dispute relating hereto shall be heard in the state or federal courts of Delaware, and the parties agree to jurisdiction and venue therein.

13.11 Addresses and Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given or made when (a) delivered personally to the recipient, (b) telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. Los Angeles, California time on a business day, and otherwise on the next business day, or (c) one business day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the address for such recipient set forth in the LLC's books and records (which shall initially be the addresses set forth on the Schedule of Shareholders), or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Any notice to the Managing Member or the LLC shall be deemed given if received by the Managing Member at the principal office of the LLC designated pursuant to Section 2.5.

13.12 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the LLC or any of its Affiliates, and no creditor who makes a loan to the LLC or any of its Affiliates may have or acquire (except pursuant to the terms of a separate agreement executed by the LLC in favor of such creditor) at any time as a result of making the loan any direct or indirect interest in LLC Profits, Losses, Distributions, capital or property other than as a secured creditor.

13.13 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.

13.14 Further Action. The parties agree to execute and deliver all documents, provide all information and take or refrain from taking such actions as may be necessary or appropriate to achieve the purposes of this Agreement.

13.15 Offset. Whenever the LLC is to pay any sum to any Shareholder or any Affiliate or related person thereof, any amounts that such Shareholder or such Affiliate or related person owes to the LLC under any promissory note issued to the LLC as partial payment for any Shares of the LLC may be deducted from that sum before payment.

13.16 Entire Agreement. This Agreement and the Registration Rights Agreement, those documents expressly referred to herein and other documents dated as 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.

13.17 Opt-in to Article 8 of the Uniform Commercial Code. The Shareholders hereby agree that the Shares shall be securities governed by Article 8 of the Uniform Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).

13.18 Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

13.19 Arbitration. Except as set forth in Section 13.5, any controversy or claim arising out of or relating to this Agreement shall be settled exclusively by final and binding arbitration in accordance with the rules of the American Arbitration Association and shall take place in Los Angeles, California. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. In the event that a judgment is made pursuant to this Section 13.19, all reasonable out of pocket costs and reasonable legal costs incurred by the prevailing party shall be paid by the non-prevailing party. In the event that a non-arbitrated settlement is reached, each party shall pay their own respective costs and fees incurred thereby.

13.20 Survival. Section 6.7 shall survive and continue in full force in accordance with its terms notwithstanding any termination of this Agreement or the dissolution of the LLC.

13.21 Expenses. The LLC shall pay (or cause its Subsidiaries to pay) and hold Power Fund harmless against liability for the payment of the reasonable out-of-pocket expenses of such Persons (including the reasonable fees and expenses of legal counsel or other advisors) in the performance of its duties as Managing Member and in connection with (i) start-up and organizational costs in connection with the formation of the LLC and its Subsidiaries and the commencement of their respective businesses and operations, (ii) the preparation, negotiation and execution of this Agreement, any debt financing documents and each other agreement executed in connection herewith, and the evaluation and consummation of the transactions contemplated hereby and thereby, (iii) any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement or such other agreements, (iv) the enforcement of the rights granted under this Agreement, the Merger Agreement or such other agreements or Power Fund's direct or indirect investment in the LLC or GT Equipment Technologies or their respective Subsidiaries, (v) any filing with any governmental agency with respect to such Person's investment in the LLC or in any other filing with any governmental agency with respect to the LLC that mentions such Person, (vi) any fees and

expenses of any lenders to the LLC and its Subsidiaries, and (vii) any transaction, claim, event, or other matter relating to GT Equipment Technologies or its Subsidiaries or the transactions contemplated hereby as to which such Person seeks advice of counsel. For the avoidance of doubt, GT Equipment Technologies' (and it Subsidiaries') responsibilities in this respect shall exclude expenses incurred by Power Fund in its role as Buyer under the Merger Agreement, specifically excluding legal, operational, and financial due diligence expenses, related out of pocket expenses, and legal advisory services related to the drafting and negotiation of the Merger Agreement (together with the exhibits thereto) and the related Disclosure Schedules. Nothing in Section 6.4 or elsewhere in this Agreement shall require reimbursement of expenses of any Member or Shareholder (other than Power Fund) in connection with the matters referred to in clauses (i)—(vii) of this Section 13.21.

13.22 Acknowledgements. Upon execution and delivery of a counterpart to this Agreement or a joinder to this Agreement, each Member and Additional Member shall be deemed to acknowledge to Power Fund as follows: (a) the determination of such Member or Additional Member to purchase Shares pursuant to this Agreement and any other agreement referenced herein has been made by such Member or Additional Member independent of any other Member and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the LLC or the Company and its Subsidiaries which may have been made or given by the Managing Member or by any agent or employee of the Managing Member, (b) the Managing Member has not acted as an agent of such Member or Additional Member in connection with making its investment hereunder and that the Managing Member shall not be acting as an agent of such Member or Additional Member in connection with monitoring its investment hereunder, (c) Power Fund has retained Kirkland & Ellis LLP in connection with the transactions contemplated hereby and expects to retain Kirkland & Ellis LLP as legal counsel in connection with the management and operation of the investment in the LLC and GT Equipment Technologies, (d) Kirkland & Ellis LLP is not counsel to any other Members and is not representing and will not represent any other Member or Additional Member in connection with the transaction contemplated hereby or any dispute which may arise between Power Fund, on the one hand, and any other Member or Additional Member, on the other hand, (e) such Member or Additional Member will, if it desires legal advice with respect to any of the transactions contemplated hereby, retain its own independent counsel, and (f) Kirkland & Ellis LLP may represent Power Fund in connection with any and all matters contemplated hereby (including, without limitation, any dispute between Power Fund, on the one hand, and any other Member or Additional Member, on the other hand) and such Member or Additional Member waives any conflict of interest in connection with such representation by Kirkland & Ellis LLP.

* * * * *

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

		GT SOLAR HOLDINGS, LLC
		By:		OCM/GFI POWER OPPORTUNITIES FUND II, L.P.
		By:		GFI Power Opportunities Fund II, GP, LLC
		Its:		General Partner
		By:		GFI Energy Ventures LLC
		Its:		Managing Member
		By:		/s/ Richard K. Landers Name: Richard Landers Title: Principal
		GT EQUIPMENT TECHNOLOGIES, INC.
		By:		/s/ Kedar P. Gupta Name: Dr. Kedar P. Gupta Title: Chief Executive Officer
		OCM/GFI POWER OPPORTUNITIES FUND II, L.P.
		By:		GFI Power Opportunities Fund II, GP, LLC
		Its:		General Partner
		By:		GFI Energy Ventures LLC
		Its:		Managing Member
		By:		/s/ Richard K. Landers Name: Richard Landers Title: Principal

		OCM/GFI POWER OPPORTUNITIES FUND II (CAYMAN), L.P.
		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:		/s/ Richard K. Landers Name: Richard Landers Title: Principal
		ANGELENO GROUP
		By:		/s/ Yaniv Tepper Name: Yaniv Tepper Title: Managing Member
		MOUNT HOPE GT CAPITAL LLC
		By:		/s/ Brian Scanlan Name: Brian Scanlan Title: President
		/s/ Kedar P. Gupta Dr. Kedar P. Gupta
		/s/ Jonathan A. Talbott Jonathan A. Talbott
		/s/ Howard Smith Howard Smith
		ROYAL BANK OF CANADA
		By:		/s/ Alan Hibben Name: Alan Hibben Title: CEO, RBC Capital Partners, a Division of Royal Bank of Canada
		/s/ Thomas M. Zarrella Thomas M. Zarrella

SCHEDULE OF SHAREHOLDERS

(as of December 30, 2005)

Shareholder	Class A Shares	Class A Shares Capital Contribution		Class B Shares	Class B Shares Capital Contribution	Class C Shares	Class C Shares Capital Contribution	Class D Shares	Class D Shares Capital Contribution
OCM/GFI Power Opportunities Fund II, L.P. c/o GFI Energy Ventures, LLC 11611 San Vicente Blvd., Suite 710 Los Angeles, CA 90049	6,416,140.0	$	43,477,689.48	—	—	—	—	—	—
OCM/GFI Power Opportunities Fund II (Cayman), L.P. c/o GFI Energy Ventures, LLC 11611 San Vicente Blvd., Suite 710 Los Angeles, CA 90049	801,115.3	$	5,428,597.9	—	—	—	—	—	—
Angeleno Group 2029 Century Park East, Ste. 2980 Los Angeles, CA 90067	368,932.9	$	2,500,000.00	—	—	—	—	—	—
Mount Hope GT Capital LLC c/o Scanlan 277 Old Church Road Greenwich, CT 06830	147,573.2	$	1,000,000.00	—	—	—	—	—	—
Royal Bank of Canada RBC Capital Partners 200 Bay Street, Royal Bank Plaza 4th Floor, North Tower Toronto, Ontario M5J 2W7 Canada	737,865.8	$	5,000,000.00	—	—	—	—	—	—
Dr. Kedar P. Gupta 27 Colburn Lane Hollis, NH 03049	1,021,866.2	$	6,924,472.25	—	—	469,825.5	—	—	—
Jonathan A. Talbott 11 Saddle Hill Road Amherst, NH 03054	333,010.4	$	2,256,578.28	—	—	153,108.8	—	—	—
Thomas M. Zarrella 2 Orchard Road Gloucester, MA 01930	173,496.2	$	1,175,662.10	175,831.9	—	79,768.7	—	—	—
Howard Smith 112 Atlantic Ave. North Hampton, NH 03862	—		—	105,499.1	—	—	—	108,108.0	—

TOTAL	10,000,000	$	67,763,000.00	281,331.0	—	702,703.0	—	108,108.0	—

QuickLinks

Exhibit 10.33

EX-21.1 11 a2185919zex-21_1.htm EXHIBIT 21.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

(as of March 31, 2008)

GT Solar International, Inc. (the Registrant; Delaware corporation)

Domestic subsidiaries:

GT Solar Incorporated (Delaware corporation)

GT Equipment Holdings, Inc. (New Hampshire corporation)

Foreign Subsidiaries

GT Solar Mauritius, Ltd. (Republic of Mauritius corporation)

GT Solar (Shanghai) Co., Ltd. (People's Republic of China wholly foreign-owned enterprise)

QuickLinks

SUBSIDIARIES OF THE REGISTRANT (as of March 31, 2008)
EX-23.1 12 a2185919zex-23_1.htm EXHIBIT 23.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the captions "Summary Consolidated Financial Information", "Selected Historical Financial Data" and "Experts" and to the use of our report dated June 5, 2008, in Amendment No. 3 to the Registration Statement (Form S-1 No. 333-142383) and related Prospectus of GT Solar International, Inc.

/s/ Ernst & Young LLP

Boston, Massachusetts
June 5, 2008

QuickLinks

Consent of Independent Registered Public Accounting Firm
EX-24.2 13 a2185919zex-24_2.htm EXHIBIT 24.2
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 24.2

POWER OF ATTORNEY

I, J. Michal Conaway, in respect of my position as a director of GT Solar International, Inc., hereby constitute and appoint Thomas M. Zarrella, Robert W. Woodbury, Jr. and Edwin L. Lewis, and each of them, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities (including my capacity as a director and/or officer) to sign any or all amendments (including post-effective amendments) to GT Solar International, Inc.'s Registration Statement on Form S-1, Registration No. 333-142383, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ J. Michal Conaway

J. Michal Conaway

Date: 30 May, 2008

QuickLinks

Exhibit 24.2

EX-24.3 14 a2185919zex-24_3.htm EXHIBTI 24.3
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 24.3

POWER OF ATTORNEY

I, Fusen E. Chen, in respect of my position as a director of GT Solar International, Inc., hereby constitute and appoint Thomas M. Zarrella, Robert W. Woodbury, Jr. and Edwin L. Lewis, and each of them, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities (including my capacity as a director and/or officer) to sign any or all amendments (including post-effective amendments) to GT Solar International, Inc.'s Registration Statement on Form S-1, Registration No. 333-142383, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Fusen E. Chen
Fusen E. Chen		Date: June 2, 2008

QuickLinks

Exhibit 24.3

GRAPHIC 16 g159821.jpg G159821.JPG begin 644 g159821.jpg M_]C_X``02D9)1@`!`0$!+@$N``#__@`X35),3%]'4D%02$E#4SI;1U1?4T], M05)=1U1?4T],05)?24Y43%]-4D1?35E,7TQ/1T\N15!3_]L`0P`'!08&!@4' M!@8&"`@'"0L2#`L*"@L7$!$-$AL7'!P:%QH9'2$J)!T?*"`9&B4R)2@L+2\P M+QTC-#@T+CUII2A\^*2L M^=,N+YD3I+DAT_A.*SCR#D/-6M2Q^(NOZ@6LI^BT0;^,\D]FGZW\DZ5;1=-@ MGV240.L,&I"\ZNL]FD-1YJGPXXT'4[C14-TYQ]5(57M3Y*NFT[_UF!\@;^M5 M?6ULAC<[32R^2]'Z5E1'$";.#KZ\K=G:KM]\73?PY7T!H^^+IOXQ7/NS1(^2=/WQ=-_#E?0&C[XNF_AROH#26HH^T)>Q'W9HN;O$?).G M[XNF_AROH#6]:]86NZNJ;A-3'`CW1PLE*&QVJ4>`I)6N&NXW*+!;.%/NI;SV M9/$_-FK!K2X)9DJT[;1T%L@GHRVGATKGX2E]IS4K*V3*7NV5.?`*42B"*^8B M]R=`.>VO8$R+AKK3D)9;[L,A8."(Z"L?/R]-:*=I.GRO=+4Y*?A%H>O-*>U6 MZ7=IS<&"V%O+R0"<``CSG"Y*B$`N'FM!Y$^/@1FK%+6\4Y'#5+,7P+T./ MC1.NWKON%%NJ42D;J2<[N>5<5E88O5;ND\-/F;G.RG4RR);JTY4TI(QY M0*\>[7682D\WRHX)ZL\<^FO@&!@5@\`4'-*?M":^_/XKZ&MOLI02V3)3%2K> M=P20/P1XZV:IIEO0EN*C[@<6-W>4,XJP6V5'W&XRK@W)E$%2L+!)/7RZJ=TM M6)AKH5S-3%@#ALM6;JO3\"6[$EW)MI]HX6@I42#C/4/'6$?6&G)+[4=BZ-K= M=4$(2$J\(DX`Y4H]=^^ZZ?E$_836CIOWPVKY6U]H57=7/$A98;V6FCZ.T[J4 M3%QN6WZN5^2Z)HHHIJL>BBBBA"CKQ>K;9FFW;E)#*'%;J/!*B3C/("HCO[TO M\9_J5^JE]M-NG=VH3$;5EF$GH^'+?/%7^@\U4VE4U>]KRUH%@MA0='(9J=LD MQ(<==+>[JY+HFS7NV7I#J[;)#R6B`OP2G!/+F*DJ2.S:Z?<_4;<=:L,S1T*N MP*YI/S\//3NJ[33\9F8[I%BU!Z%4<-NK2+B_US7A-E,0HCTN2O<9925K5@G` M'/E5>[^]+_&?ZE?JK>UC[UKM\E7]5<_5!5U3X7`-3#!<(AKHW/D)%C;2WR*> M??WI?XS_`%*_562-<:75G_BJ1CX3:Q_I28MUIN=S#BK?!=DAL@++8'@YY5G/ MLEXMS733K;)8:SC?6CP1Y2.55Q73VOET[BF9Z/8>'9.*2`O"CYCQK1U;JRW:88:5+0Z\^\"4,M`9W00"M1)`2D%21D]:@!D MG%(?CD$'!'(]E6]F-=M6P&I+253),1*(4Q`=#;KC'3-O(6A1(&^"T4GBG(.< MY`S9IJSBNRN%BE>+8%Z''QHW7;UWW"8&GM=6.\MO;[P@O-$;SWW%+4X^H$@K.\D9R2=W M)P3@%7EG5;]H>HE6:V)C1%[LZ5E*%#FVCK5Y>H?^*2M6'75P-QU1-<"MYIE0 M9;X\,)_\YJO4@JYC)(>07I6"T3:6E;IZSM3\OS[2\:#;6+G+82N? M(2'$E8ST23R`[#CB3XZX@@=,[*%/B6(QT,7$<+D[#FD\67MT^PN\O@&KIM,; M<5>()2VM0[A;Y))ZU4Y:*9-H`&%N;>RRDG20OF9+P_9OU\[=G8N9^A>_F7?T M#1T+W\R[^@:Z8J.O]R%GM$FY*9+P82#N!6-[)`Y^>HCAP`N7?!6V=*)'N#&Q M:G3VOV7/'0O?S+OZ!HZ%[^9=_0-,W[Z+/Q*[_F!ZJR1M/96M*/N,Z-Y0&>G' M6?)5?@P?YGP3,U^(C7T;_D$O[(^[;;Q"GJCNJ2P\E:@$'B.OT9K?US$5'U%) MDIRJ--Q)8 MD8-2V9T=M+'6^F_(;+GZWSI=NEMS(3ZF7T>U6GTC'6/%5PB[1KH&RS<(466T MH%*L9;)!X'M'HK=N&S8J6LVBZMN`'W-\<1_]D^JJO==)W^UMJ=D0%+93Q+K) M#B0.TXXCSBJF2H@VO;Q">&?"\0(SD$]NA\BK'9I>SN5NM2K283AX9?6M2?T@ M>'GQ3!@6VRV>.[+MT)M"'$#>,=)65IZN`SGG7/M,+9?=YJ795G04NI+1>CH< M40E*@1D9XX!SGEU5-2U(+@US1?G94,9PI[83+'(X@;@DD6]_FMR;)MKDTKMJ M'FVS[="QN@'Q#F/(:DX+X&.-0^HONJU/2]=4QD..`[@84.7U^:M5,(;3$N\_+_Q437?ONNGY1/V$UHZ;]\-J^5M?:%; MVN_?==/RB?L)K1TW[X;5\K:^T*Y?_'/?YK4P?RYOY!_U71-%%%:)>7HK1O4] MNUVJ5<'?:L-E6.T]0\YP*WJ6^UJZ='&B6AM7A/'IG0/@C@D><\?-44\G#C+E M=P^E-54LBZB=>[K2O>=PZAND^VM;;B'&U%*T$*2H=1'$&NB;!<4W:SQ+@G'LS8*@.I7)0^<&N=?+ MSIG[)+IE$RSN*]K[.T#V'@H?/@^M4^DM)Q:83#=GZ'Z"N6L?>M M=ODJ_JKGZN@=8^]:[?)5_57/U=8E[8[E#T5_@/[_`"5^V:7RU6=FXIN4Q$.IS5NMK$_99D&"Z9;TALMC#9"$YZR2!RI:VVS72YLOO6^&N M0A@@.;A&1GEPYGEU5'D$$@@@C@0:B;52,B#`-%=DPBDGJS.7$N!!(N--K7ZT M4UMD,-UN#<)JTD-ON)0@]NZ#D_.K'FJD:1M]EN5R;C7::ZP5*PAM*0$N'L*\ M\,^3ST]HD9B)&;C1FDM,MI"4(2,!(J:@@N[B$[*ATDQ`-C]%`-SN>JW9S7M1 M113=8EI> MNPR-DC:]NQ`*^H`4M*5'"2H`^3-=,-I2A"4(`"4@`8[*YE/$8I^:,O35ZL;# MP6.Z&DAM].>*5@<_(>8ICAK@"YJRW2J%Y9'(-A<'WV^2L!.!DU%]\%B^.('^ M83ZZDE^T5Y#7,R@-X\.NK554F&UA>Z38/A3*_/F=;+;XW^2Z'[X+%\<0/\PG MUU%ZXD,2M$W%^.ZAUI;8*5H4%)/ACD12,\U-3^1__`_W:@CJS,US2+:%,*G! M64,D,C7$W>T)5UFQ[NU^.GZQ6%9L>[M?CI^L4J&ZVC_9*Z74D*24GD>!KG.\ MQ9%ONDJ#(4O?8<*1E1/#J(\HQ71M575^D8NH$I?0X(\]"<)=QD*'8H=?EZJ> M5D!E:,NX7G>!XBRCF(E]EWP2LT??SIZ[=U+;4Y'=3T;R$\R.8(\8/^M-![7N MF4Q%/)F*<6!P9#2@LGLXC'II;SM$:DB+*1`[H1G`6PL*!\QP?16BG3.HE*"1 M99N3VMX'SFJ$4M1",@;\%I*NCPVO>)G2`'L<->]17J6M*IY;@L]>2%K\P'#YS35 MLEHA66"B%!;W6PVNZ2E>7A[Q8!08SC%.*J7K* MTV^%EY"ILV[3%^QI*]X@#FK=`Y#D!RXU4E./17EL2$*:=0<*0KFD^.G@0,[V M!O7+:Z1QP#P6\'P\=H`QYK(W2#XZH>C27M;ZW3GCT@;GS"VA]Q-K^*THK, MRYO*CP6^E>""O,\^=,?2ELMY8:G_FXH;M%U;;2!@.>#A04GM\8]-6WJIG2TO#]9VZSV)XD)?PXM M!]`CD0D)KOWW73\HG[":B+9*$*XQ)A05AAY#FZ#C>PJJ?WFZG^)WOTD>NCO-U/\3O?I(]=3<>KY M'P_94?L[!?\`$W_?^Z<6F;VF^VH7$1S'25J1N*6%8P>>:2FJKF;O?YDT*RT5 M[C7XB>`]?GIBV>VWV!H"3;V8*TW)U;B4ME:04I4<%6N MI*HRR1M;8\SHJV$-HZ:IFDSM`O9NHV\>[55QIIUY12TTXX0,D(25'T5Z]Q3? M_AR?H5>JFWLXT[,LK,U^Y,!J2\I*$IW@HA`X\P>LGT5>*^18>7,#G&Q7=9TF M$,SHXFAP'7??X+F=UIUE02\TXVHC("TE)QYZD-.7(VB]PY^2$-N`.8ZT'@KT M'T4SMH^G)EY1"D6U@.R6E*0M.\$Y0>/,GJ(]-43O&U1\5_KD>NH'TTD4GJ@F MW8F-/BE+64WXS@W-<$$CN39U>I*]*7522"DQ5D$=8Q2`IV1H5X>T"_:YD4IN M`C+82@K2=_`PDYSCECYJ7/>-JCXK_7(]=6*UCY"US6G9+,`G@IFRQR2-'K_@)=3X*L>T5U*\QJ9M.7TP81JE\N)- MI\6=.PW:;`VUN+#]%SK3QV?WTWFRI0^YO38N&W2>:A^"KSCT@TM3H75`)'W- M!P<9#R,'TU.:.L.JK%>VI*[:KN5SV-\!Y!\$]?/J/'YZJT@EBDU:;'L3G&G4 M=93'+(W,W4:CP]_ZV38HHHITL$EUM3L*Y$=N]QD96PG8Y\Q\5*F MNF5I2M)0L!22,$$9!%*/66AGX3CDZS-*>AGPE,)XK:\@ZT^D4JK:4D\1GO6Q MP#%V-8*6"H5;,"?-MTCNB!*=CNXP5-G&1V'M'EK6HI8"0;A:YS6O M&5PN"K*=<:H(Q]T_U*/55:HHKISW/]HW4<--##?A-#;\A9%-3^1__`_W:5=- M3^1__`_W:LTG]?Y2E.-_V/\`4:E76;'N[7XZ?K%85FQ[NU^.GZQ50;IT_P!D MKHZY(*X$A(G+@^`?X2C=WFAUJ&^"GAXP15>C66X2X[4J+KV\/1WD!;;K:(:D MK21D$$,\01UU,:E][MU^1O?8549LU_Y=Z5_-,7]DFM0O(%XMV:<[(>C-Z^NZ MWV=TNMI1#*D;W%.1T/#.#BL56J4BAR0"0, M^.J%>HVH$;6=17O33JG9MMM\)2[\A8ZE`\"*$*QW2`[:8IF77:-0 MRID"M2U.0[Q)5%M.U63/D)1OJ:BNP7%!.0-XA+1..(X^.KO+BQI;70RH[3[6 M0=QU`4,CEP-+[8G#B-:25);BL(?,^:@N);`44B0O`SSQP'#Q4(4K=(#MIBF9 M==HUSA1@H)+TGN)M`)Y#)9Q6E:GH%XE&):=K$B?)"2OHHKT%Q>Z.9PEHG'$5 MAME+@T_:"U$3,<^[D##O>"SX/;[,WPJJVI7?KJ MNT3;+I)-B:L%Q<[NF/%EM\*2@I5'#:"585O`DG`P.&:$73`.GKL!DZWOF/R4 M3]S7E%LL^7';DQ=>WA]AU(4AQM$-25@\B"&<$5:7/D-H!4I2FX@"0.9)Z&EGLW'B!IYJ2E:2E20I)&"",@BA"7<2XV>9)9BP]L"Y$AY00TT MU(@*4XH\@`&LD^2IQ^QW&.PY(?UY>6F6TE:W%MQ`E*0,DD]#P`%5K2%LMJ-K M&N0BWQ4B.U;5,@,I'1DMKR4\.!\E7'7/O*U%^;9/[)5"%IL6.XR&&Y#&N[RZ MRXD+0XAN(4J21D$'H>((K4N\-=EB&9=]H]S@Q@<=+([C;3GLR6>?BJ7T-[RM M/?FV-^R354M%OB:CVF:EG7EI$I5C6Q$M\=X;R8X4T'%.A)X;RB?;<\)H0MVR M=SWX.&R[4)UPZ/'2",J$X49Y9`9R*E>]V[_TWOGT43]S5`4.AX9!!X]5+ M?3,VZZ3E:AU4VI^9IYZ_SVKK%2-Y40)>(3);`Y@#VX[`#U<+OH20Q+UIKR5& M=0ZP]*A.-N(.4K28;9!!ZP10A3'>[=_Z;WSZ*)^YKR:LT]YY]EK7UX6ZPH)= M0E$,ELD`@*'0\"00>/4:F=17B)8+'/O4]6[&ALJ=7VG')(\9.`/&:1&S/54" MWZOMLI[4;$V5JQ*S=(Z5DB),WBID#AP&XKHL#/$"A"[=_Z;WSZ*)^YKP8 MM$R2[(9C[0+NZ['7T;R4)AJ+2L`[JAT/`X(.#U$5;3RJD:%]\VO/SNC_`+5F MA"NC*%-M(0MQ3BDI`*U8RH]IQ@9\E%9T4(11110A5Z]:2L5W4IV3##;YXEYD M[BSY<<#YP:4=]LT:W3EL,NO*0#@;Y!/H%%%*J]C18@+8]')I'`MI/>[=?DCWV#49LVX;/-+#^Z8O[)-%%:=>1J% ML(_C>U;^;8'UN5K+L%LMFV>!=H+)9D7.V2U24I/@+6E;7AXZE'/$]>!UYR44 M(3)-4#8Q[RS^<9W_`'"Z**$*/V_SW[5H9BZQ0@R(5SB2&@L93O(7O#(ZQD54 M-BVUC5&M-8+M%X;MZ8PB./`QV5)5O`I`XE1X<3110A,7;,,[-KR#_8_MVZCM M5`6#:7IBZ6SV)Z_/*@7%'X#Z$(WD*(^&GD%=G#C110A,ASW-7D-+O8["BSMC MUE@36$/Q7XSK;K3@RE:2XO((HHH0MW91:XMDLUUM,(N&-%N\IMOI%;RL;PYG MKK6U(D7+:OI:URQOPX<.3W="B1XS110A9;96T1M&F^L# M7'F1'!^"OI$I(/:DI401UTP!110A+[2@QM8U^>UBV_LG*LFMQG1>H1_=LG]D MJBBA"-$#&C-/#^[8W[)-+O;1,DZ(=CZZL#I9NCZVX4IE8"F)38R4](GF5)ZE M`@XX444(4!LOU-<]JFJEG4_0B)90W+CPHJ-QE;V2`MP**E**>8&<`]5=`444 M(5$V8-H(N6TX@X4AUH=(A0/40I(]-%%"%-Z9F/7'35IN$DI+\J$R\YNC M`WE(!.!Y37->N-I^I-#;1=66^RMP5,R)B'EF0T5G>Z!M/#"APP!110A=10W5 2/1&'EXWEMI4<=I`-%%%"%__9 ` end GRAPHIC 17 g929289.jpg G929289.JPG begin 644 g929289.jpg M_]C_X``02D9)1@`!`0$!KP&O``#__@`^1$E32S$R-#I;,#A:0E4Q+C`X6D)5 M-S$T,#$N3U544%5473$U,#$T7S%?34%.55]04D]#7T9,3U4PC'O%H59[4H4H.!2E=P[\!61R,8IQ MO[#\JR7"+&0%OO1W&VP5;1N4D@9/@.:45:.>5Y/(]GB1H4&]-1HJ5.)2-CCC M"D*`4I(R4*4C'Q*Z4$W5FK4PM+WJY65YE M-77NBLVRX+\]3BWO!F5W%?BEG&$GCJ&<"68D2Y>4!3ULN##C79H5>8S2@O:^RK\1N(.$K MRI60>2&T^B@9)=_MK:);:9J&G6&GEEQUI?9I[/A9S@!022`0#[*IF]22A>[7 M%T8 M><:V0--WB-(L+BV&2(.G'+8[AT<(W+`VIW>&2,TC6S3NJK$FR.Q(%ON!%B8L\Z,_)V):4T3AU)VG M>D[E`IP">*G7'3%X=9U99]D=^#J!"2F3NV^:K+*&5@H/)2`@*3@GT'&,T#$] MJ[3C-Q-MGT:C0PRRH3K MM`EL%;XR6F`P%;N.%'L3@?RATYKI(Z4!1110%55VU#8;,ZVU=[U;X#CB2I"9 M4E#94!P2`HC(JUI1UEY/=+ZSDQI5_A.R'8Z"VV4/K;P"6?0.ZGQ)/4/7=LN,&[0&+A;934 MJ(^GBKV@** M**!EKTGS?^[PX]G6@=&]069R4U$3<& M>V>6MMD$X#JD*VK"">%%)X.,XK4-3V0J<2F;N4AA<@!+:B76T>^4WQ^,`_DY MZCTBN6Z5=8N$BVQ$1F'815=B4AP;03G<24Y/HX:[9IF[O M1=,Q;DTPPY8&'6>W;7O3))8+"2D=4I(.X@]"`!GK07UNUA9YEF@75;KC#4R. MF0E*VEDH0<')R.I#..>M`4444!11104MRNDAG45GL\5#:O.4O/R5*Y*&6T M@9'/4K6V/BS5U5%`MLKW576\RTM[%,,Q(>#DAM.5K)]&5KQ\2!5[0%%%%`4N M:\N]QL.EYMYMK3#KD,)>=0\A2@601VA&".0G*OT4QUJE,-2HSL9]`<9=06UH M/122,$?(:!48U0Y[MI=BD2(7F)M:+C$=0D[E)W%*]QW8X[JN!R%>RI-IU1$+ M,./=YL=NY/EL*;::6E+:GGA2G%\G=Q;LNGX[EP"KA`FJ0 M^_G!<@E/8EKXRREO]()J9JBP:DN%UEKCPXCD=%PM\N*H/]B%(:6@N)6`.\O* M3@G(VX`P000L(VJ)4^]W(1I$>/`M4\1)#26T$J0H=%[W$@)P<@>T&K M>1K'3D6*B3(NC;2%/KC86A86'4)*E(*,;@K`S@C/3'44L3]*WM]C42V&XO;O M7MFZPVWG,MOI0AI);!(2&% MM9*]H[1??!Z#`&,T#9$O]IF2&8\:5O6\,MGLUA*NZ%$!1&,@$$C.15K25!L= MU8UBNZ1T*A1')#JY;29':,2T%&$+#9Y;>SMR4X!`.T0E903M4%#D<]0*0?^8KR;^J)'TUW_`!H$'6>M[WI#6;]#;C#F MW!421E&%8(4DD]>/2%TYJ"%;X;"[S(1%D=@V[(&U12QNXRL@$(3NR,J('!YX M-0$:E,;4NH8ESD16;7;H<20V]@I([4N@A1R<\H&,`=</W)#3/G7F9[1"DJ2__`!921D*Z<$>( M]-:+]JR#:]*IU#'0J8V^&TQ&D909"W%!+:>1E.21G(X&>/"E,Z5U`79:A#8# M:]21;LC=+*U%I#;84"2,[LH]/.>N!DMVN-/+U)8%P&)"8\QIUJ3%>4G()&#[#0;T'43"X2I"H4E#CH3*#+:F^Q3M/*25'<`K`Y`X)/LJMU)JV- M&T]>Y5GE,+N4&VNSV6WVE[7$)!.X>]WIR,92<5A!"PM3A01G)R.!@`9R?&F6!/BW!MQR M*XI0;<+:PI"D%*AC((4`0>12/=--7.7=),I=MBRHSMB9MZH[L@HWN)=*U#%#D$"F+1UON5M@2(]PE2)"#(4J+YTX'7VV=J<)<<'OR"%8)).,`DD4#! M111044[5VE;?+=A3]26F+*:.'&7IC:%H.,\@G(X(I,\I-_M&H-+/V[3GE%L= MLN!6EQ+GG[8[0).=FX*RC)P=P]&.A-3]0^2/0^H;S*O-TMKSLV4H*=6F4XD$ M@`=`<#@"D;R@^3GR6:(TV]?)>G;A*2E0;0TS+=Y6>FY6<)3[3^T\4'SR:>6Q MM/\LI[H)_A#NGV>/>DJ2I(4D@I(R"/&O*GDW\BT MG4\S\/:@A+LUB<5VD>WH4KM74>`RHE24^T]X^&,YKU';H,2VP8]O@L(8BQVP MVTT@<(2!@`4$FJ/65Y57WK M\)>99M3;#DD.MDMOKVH6C>-X)P<=W=CCKB@K+1>'G!)G2;A;9-C$9MYBX1CA M*SE07GO$<83C!\:@ZLU:F%I:]7*RO,KG6T(+C$EI8*-Q&-R#M4,@D@]#[:7W M]!RG!J)=DC,V1FP,9/!Z9P`%:[3J:QWB8]"MMP1(?9"BXE"5=W:O8KDC&0KC%*%TL.II ME\;E>:12S'OK$YHID!M*HX:*3E`!RX"3E1SD``''`8]#VN=:;?/8GM(0X]X%#KJEIS[0%8/Q4$.VZJE+U_=-*7!AI#:&DNP)"`1VV$H4ZA62>\GM$ M'C&0:^V;53L_4^HH;PC1[1:V&G&Y"L[G0HN)6LDG`2%-*`XYQG-0+_I:[71^ M;,ANMP+BS=&9EODE05M2&4,NA0'I0%\?ZM1+GHJXR7-1PX/91(DNVPHL%U;F M["XZEJ`6!SM45`$\G&>*!S:U%9G&YKGGR&Q"2EI9X@1F'9QMK\> M.J5DE49P+4A2@G`SC`/(H&34FIO-8K3EH?CNN-WF+;I:7$*);[1Q"5#J,*"7 M`0>1S5NY?K2U.;@N3$H><<+22I)""X$[BC?C;NQD["#I;;M`N:G$PWBLH2A9!;4CNJSM4-P&0=IP1P<5/ MI.T+9+G9ER$/=K'MJF6@S!=D><>;.#=O#;A[W98*=J5'C!P`.*<:`HHHH"BB ML ME\M_SZ?\:"YHJH&I=/D9%Z@_/I_QJQB2HTQD/Q7VWFCD!;:L@X]M!NHHHH-: M&&4/./H90EUP`+6$@*5CID^.,ULHHH"BBH5ZGIM=HG7)31=3%86\4)."K:"< M9_103:*XXKRX6\`$6*2?_J]/]BM7_/K!W$#3LH@>/;?^F@[117+6_*TTNP2K MVK3\E#+#S3.PO#N'`>@S0:[EJ6T6V6J)*D*#R4A12E!.,]*A(UK8UJ"2X\CVEO(_8:YG. M6NYS7Y3BB2ZK((J$Y`>0DK;5V@'5/0CY*J.MS-8V:.CT^B@ZY M8-1MW-]4-]H,2PG>$`Y!3X\^D4PTD:'BQ9$R1<2RTMU9PA"2HGV"D\^4"T/,./6]B3*0VGI)YK<(ZO"JCH]K2'O- MI9ZL/=TG_5/17]=<,,98K262D\B@]045P_3FO+O:"EB6LW"&,`(=5AQ`]BO' MXC^RNJV#4]GOR`(,H=OMW*CN=UQ(^+Q^,9%15W1110%%%%`4444!7*+ZZR-0 M7`+5WP\<(5P%=/&NKUR/4,14_4.55!?[2,A+3@*E*XW$U(D/"Q3%0TO=LLL!2E+&W*CX#V5"FKCJ@\+6)*%9 M+9P1CTYS51(C,LNLE3DSS=SM4I2?``]23[*E7.Y-B#-@N.+<<9!;+J@,+/QC MQI9#BMJDA9[-0SM\#6Z>VE$*&,X4IM2S\>>/V4%3<%DQF&@@A`*U9_A'/]U5 MFS&5``U:J)<9#9]Z/2/2?#Y*AN)0A.TDY5P*"-M+B<+5GA1^.HR&VT*X2#6W M>>@//3BM.\)"BHX`'C0;WB`C"<#QKL_DD<<53ZN5MTK>5#PA/ M'G_4-!XO!:2DA79X'/O/_16)45)_%J;2GP2$X'[$5F^P5K*4)0>ISQ_C4-!; M!`RV?U:K.GB#O7Y-KXB2=Q-PAD$Y/&US^1Q\E)P:3M*0&T[A@X23QU_BZ;8* M@YY-KZM:FCBXQ$]1C&QRDT%L)P#'R?$A/^%"LPSM2I"""#Z4?\.MY:6I"7$; M/_MT MX>39OLYEZ44]XV>8,;<#_JS_`"!2>R^1A"O-%IZ8*4_X4Z>3-+3EPO!<,9*# M:)9PVE/`[,^RBPENPUXW[$X/AL_X=8+CN.D#8"3_`"?^'6R2II3N4)B!!Z`; M>?CXJ4(ZDM9+$;"AT[O=]O3F@ZYY"8[T1:]Z\=K(3E(Z#"?B']5>@J\\^0PJ M\^>2HIP'T8VXQ[T^BO0U18*********`HHHH"BBD;RMWB=9M*]O;7ULRG)"& MTN(5M(')/]5`[N.(;25N+2A(ZE1P*H)VLM,P5%+]XC*4.H9)=(^/;G'Z:\OS MKQ=K@I3TVYK?4KD[UE8\?2>/"J_OG)6\XM2>N22.!51Z%NOE=LD4*$2(_(*? MWSBDMI/Q=3^RDRX^6:ZNE:(3,5D;MHV-E:A_XE''^S7,`QVB4@-G'=![HXK- M+.[;E`P0HG*C_=075SUYJ:Y%7G-PEK0H^\+I:3@?R4;0?D-+JYUPD%*NT2C< M<]Q.%8^,`']M2%,%+8.T)`2<81C-:E)RE"2ZH$I/.X#%!6O*=="G777%[E`9 M/&1\9S73?^3W$#WE`NTE23B);TMI).<%2DC^I)KG1AQT[4*6VH%7H*L]![:[ M+_R:XHSJNX8REP]=RT;AG]!R*F6J1J@MJ5+B0GU@=6W2UGV\BHFG-3W2[S'PU&C M-1HZ=[KQ1NQZ!UZFKN??)MM0AZ6I@!Y6QHIVX5GP!4``?830*=ZUA&BO/QIU MIF1)802GC1W.BFU)*B\H^C%=!4JWW. M3&G3H:9+S"^XTX?;@"@W6J8Y#BHCQ\L+"$X4T=IR.G3K3+;=9ZE029"VI"$JX"F@,CT$@9J^N MS-K"!&9MS#BFT[0I;8SM\!DO0U;@Y&1TKF#&D7;C"CRY,U!<6-R0VD5YNNB1VRT`XVJ(!_3_51$).U0!!XZCVUDGGI6<6,Y)6Z$.H#FW*6 M0G!.!DX/0^FM*24BJ)L=*@#TS67A]2.TW8X)% M5B%`**2H%?4^FLPZ&P"4[@/&JB9VH4L-#@DX`^.IMR5VCBD-X.-J!GPP,5'D M-6]UL2&W0P>H(/CZ,>FJ]N4XI8W$$'JH^)H)>Q*$9*B4#))_PJJER`Y'!2@E M6X\9YJP2K8A23@@DD#T"H#[K*'=_&?9Q05X44E!60@^(\:U/N`%6,D>'LK)Y M]:LX"!GT"HJWD-<;2<]\-7=46N.-&W[' M_<'_`.P:#QNF0E*BL2U;CUY!_9OJ&@M!1/;DD^T?>5EG*PD+R_YMK_A_NBYPADD?P'?Y?]])V&OX]/ZP^W70+8AK_FZO.UU9 M!G1,G<>#M=_E=:0UN!*B/.7.#Z3]NA6*$I4>XM)(]"A]NLR4Y_&.M;A@>^&1 M_MT(DN-G*)CP\>"H?_G7U4A2B5*ENY5R>5?;HC$=B$D]N@*STW#I^O3MY,E- M^?7=`=0?^AYIX4#_`-D?Y=)7;X'$MWGVG[=//DV6V9ER(?=4ZJTS#R3P.R// MOC124$QRV/\`*6TX/BH?;JV0XU*A@*D,I"#RO>.1^M4"2X@J)$IT#P'>Q_;K MZA[GLG)RT8&0#D#/Z]!U_P`ARCY\XG<%)[9!!!SX'VFO0M>>/(:XI<]T*65; M7T#D^P^TUZ'J-"BBB@****`HHHH"N/?\H!\J@V>$!NW.K=4G.#PG`/[:[#7G MOR[3`]JV+#4QO3'BC)"L>^42?V"@YQM<3P$-(QD>C'05]3N4V=SJ`3R%!.>I M]-15<@8B8`'0KSX9]/MK(C8`D1Q@'!!V\X'LJHWMR6@H[I.\<<_%6$-)V84TD#:/'!Y.:W/!Q*T]DSWE+P2%>`_10?):F$,[0 MT5D8'`)_]]*CK<[)EU:8ZTD`)![/Q]'A4V,'74*+Z`HYX!\/V5K@-E3N^6AL MMEP$I7G''-!$CO/NK:RTL)."I0`&!GXZ[U_R`(2/[-< M2EJ2VW*<*6P$-K.U)/'&.!\9KT3Y%HGF7DQT^C'><8+Q^-:U*_OJ![HHHHHH MHHH"L2<`FLJQ-!S_`%%=9\\2(J(#!82K'>`6M0]H5P*YHO3-JEO&5(@(3E62 M@HVE1!\<>'Q=:ZQK>'&"&Y22MMY1"5%O]^/$&E!Y3#!4Z^XEIM""H#V#T>VJ MB`(D6%;'8<6.A':(4`TVD#<<>BE1UMZ9IX6N^0WEVQQ22B24$[<'Q/A3))G1 MFMSOG"5R7!RD'AI/@D'Q]OMIUU!?[?IW1C$V-&0\B4MM#+:S[]2^<@>SF@X+ M5NO+)).XA*#GGT_)46[VS4=DN%J1-5)983()>>6$;"M M0(23@`D=!STKK5O=D,,O".RD*=[Q`&"I0'&2*752!=WGH=R90\P\A3:@YS@$ M8^6@BV7\/J6E27D[%=7`LI'Z1XUT.R6F4^MMZ:K!%!YP6`=P/(&1G^ZMT"/&4EQE;ZF^"6@1E*,#A)43G!\/14R_6R79KD[! ME-@.;N#^]6#T4/952O+:ASQU'LJHS>:<85E3:P2`<'Q'I'IH#I1RE6#6Q$CM M$LL*2E*$`YY.%`_IQFOLP6]I3;;$MD/+QAM9R4^DJ(Z#ICTYH,3(<5P5Y'QU M@5J.>:L[?)L4,)G'SE;K++3:224H2@* M"0?CXXH,E9()P2D=3CBM3JHZ"H%9<`Z=GP#^D_X5$<>*UY6M1]A.>:"@J*=G M*CU^*@U%;SF$H:2TCID]3[:WH0TI22Z"XI/IZ?'68;4%\@8'I\*W14IPI:C@ M9PG`H.Z>29LMZ23D8*I#BOV@?W4[4M>3Z.N-I."EQ"D*6%+(4,'E1(_93+44 M4444!7!=:2F5ZDN;2]Q#CTKSIK9T>ZR\)SR)2O[J(@9"G%.,*40 M.GA^BL2]N3GP(\1BHB'^S6%>'B*R0XV)!VN`(7R0>.?&J)RG@\A"7$A*&TXS M_")Z&HZUI:>PE64CJ#6MMQ.PI)RD^G^HU$4X.T4%<#V>%!92)/9MY!&?`&H# M^4)"UI5SSTS6M3FT`GO''!(Z?%6AR2X5X*RH=3[*#XIT^*"![>*TNKX)``KY MVJ59)Z>FM#CV,A6-OA05DQ;BLE0'L%>BO(#N]P8W=?.W?ZZ\\R%!?"$D$^/2 MO17D'2I&A@E1Y\Z=_KH.E4445%%%%%`50:[R-%:@(Z_@]_\`L&K^J+7"0O1M M^2HX!@/@G_P&@\8!86,J83>_X2Z/\`I"(0!G)[KG\FDX,]PJ+;A43@<'[- M-]I+3?DYU"DM'LU3X?"<'P<_D?W&DY\1BH!#"SCJ<`9_^W17U#:\$!EWGT)/ MV:^=BL$C8Z".O=5_A0I#361YNK_55 M_A3MY,D.)NUTX=_<>;U2>O9'V4C)::V_YLYD^S_AT[^3%E*+O="(ZT_]$3$D MD#^*/\@?^_"BPKJC25,]N6WRGH3M5_A45;;AR2'\>U"O\*EE)93V(8<"%>^R M@$'/_P!*M;T)I(46H[I&,#NCO'Q_[/I0QU3R"ES\+R`O=@+:QN!!_?>FO2-> M:?(`DINTH=F4#M6N",']][!7I:HLX*********`HHHH"O*_E-F(F:ZO:]SVU M#G8A2.1W4@<,I05!;F<$^^])QZ*^I))W*6V>1P!CH,GI\=;4( M!6E*@TH=T!M*W-Q!X`&/ZJT2&GG"V0XO&?``_W5DAYD+V+;0G"? M?*0>F/BKZ4QU*;OM+1/,-- M6B%LV=A#9;*?00@`UY)NK`E+ML-H`JE3VF@E*LYY`_OKV4``,`8%0?:***** M***`K6H\5LK`@&@0]=3'4N166]H2I1!)Z_H_17.[RRMY2N_V;:3DDJ\/BKLE M\L$6ZHP\#P5*Y(2!^GKX8]M7RD=BE+(`VCP'0TI09;]A%P MM/FKBF%*7V+K:2W8&Q64\E/[T_)_57&X_87V,A!DN(DL+3V379E/>P<9)'2NA:#@ MZC0V$F4-B$%(4\L*4GT=.)$:6\\MMMEL%2G%J"0D>DFN>7IQJX[G MH%ND%EQQ79NA.WFH$6)9[E(E-JDA:&TD9[1?>Q[*ZIIN`F!'<2U$3' M:7@@$DK4?2JMUNL\:&LO$EUX_OE>'Q5:445G6%9T!1110%%%%`4444"_J[3< M744#LUX1+:[S#WBD^@^PUPJ[0I$*2]%FLEI]M6U23_=Z17I6E?6>EF-01-[> MUJ>T#V;F.%?R5>S^J@\^]X((QD`>-8Q&4-QPIL)"NIXJQE1'X3SL2:RME]HX M6A0Y%0F$[4'!W8/3V>%5&*QTRL&M#C/I.">>:WD*4<8')Y\!4^W6"ZW=W9"A M/2!XJ;3W!\:CQ04B6-RLCGVU-:0&\A*2M9XX_JKIUD\EKY"5W:8EE/\`%,C< MKY3P/VUT*TZ:LUJ*5Q(+?;)&`ZL;E_*>GZ*#CECT-J"[E"U1A"BG![1_@D>Q M/4_LKINGM!6:SN)D.!4R4GHMX#:D^Q/3YE>9M=N*]V% MY2`!_E:AN^2O3)Z5YEUVMMO5][4L!.9:^OCC%!0$[!U&\\[E>BI7=V(*EHQM MY4GTU3J?6ZH9ZD\#_P!^%;0\0V4A1VCC/BH^@546#!+BB$JP@'')\:P<=:0X M0"EW(P5#HD_WU$9<+>W''.>:S?E%T`;6]P.1GQH-BU9!YS6A:DIV[TJ'M]E$ M>0772-P:6.J=HY^*MJD)Y4Z'G3T`/6@A[T[MJ"`/;6#JT8QFLKBI@)2EE&U2 M5=[%0E)WM*PH@]!09EQ*LC/3I7HKR&'.B`1_WIS^NO,C04A:BOC'%>E_(*4G M0@*>GG;O]=!TRBBBHHHHHH"J+6X!T=?@HX!@/Y_4-7M4>M?@??!__1>_L&@\ M9!Y4=ON(0D$=>.?VU$#B.B4,]?Y-6MQPTI'9JW!8&!N/R>_JN<=6TLI*T`\$ M@*SCV>_ZU6:;+=V:?)SJ)0#?$^$".[CHYS2DVXV"5=FSGPY3Q3=;'BYY/;]A M:0GS^(2=WL<_E_WTJ.OH2E(2[E7C^,/VZ%:UJ;Z%+7'M3UKXGL?0S^LG_"OG MG`\5)/QJ_P")7U,@8_[,Y]*O^)1&>&..&OUD_P"%/?DQ0PJ\35!+63:I@X*3 M_P!D?92)VJ".0S\>_P#XE/7DP<3^&96U+7-KFUG,:BJBM*R@)SQA2?LU%6DI`5V;63U[__`!*`M:U=DEMD$)R07!G' MZ]%=1\A*$MW^6E&"@K:4,$'KN]`%>DZ\Z^1$H-X<*4H!WM`E)SG@^TUZ*J$% M%%%%%%%%`4444%)K.8B!I2\2UJ"4HB.<^TC`_::\A!R4&SWFG#C`!'/3_P#= M>G/+"_)3H:8Q%:[1R0M+6,<_U"JC,A*B MH&/G*3WA@XSQ7UM#1<*4*=;*BHC)(Y`QXUJA96K#+RLIV]U7)\3X\UM[:4R` MO8"K'4C')/M_QH-YB.$%+;Q.U*4\`'G]E;'V9J0H[DK[P!&#P*VQW$.**UME M/?Y.W/`'I%36'6MB5(*N\%`85SF@KMSR%.+[,'<0`$+&_P#PKUH*\T>2=A4KRKVXNH63"MCKHW?O2KN\_KUZ7J+!1110%%%% M`5A6=84`17,O*:W,2XP6D*+9/&T>^-=/J/+B1YC19DLI=;/4*%!PV/!D[`I] M"@3X'J/TFIL:YQ;1'E1F64N7.2I)&](*6D@8!YZGV?%725Z2MI7D/24H_@;P M0/TD9JON6@K7+F-RV'G8ZDH*"GWX5GQYY^2JCG3#)2YVJLJ6M6Y2CU4?2::( M+O9.IV'"U@%..I]%37-'W"(%]FXU*:_>A.4K`^(]?EJ?I>TK5,\XELK"6/>! M:<=[]/HH&FVH?;@LHDK*G@GO$]?BJ511444444!6=85G0%%%%`4444!1110% M%%%`LZPTK$U#%*@$-3T##;V.H_@J](_JKGEG\F=Y?=6JX.,PVRKH%[U$>P#C M]M=IHH%&TZ!T]`VK>CF:\,=Z1R!\21Q38VVVTA+;2$H0D8"4C`'Z*RHH"BBB M@****`HHHH"BBB@#TKRUY27Q[L+RRG!_RI15^S`KU*:\QZWMTEO6EZE/09:D MN3%*;*&204\<@XH%B.P.S*]X+G0C&<>RLTE`*@I)(Q@8XJ6J"]L==::E!:AP MDL*!!\/"J]V+U4&4!GIV*NGR5K?@W0-)2+;+)ST[!7'[*# M5)=PD8P<]:]*>0#X`I_*W?ZZ\T)MUV<))MLH)'7+*N?V5Z:\@K3K&A`V\VMM MP2G?]HR?,G ML<9_>&@\`0K!_%*]*J6%VZI#BVW$) M%OF(RI.`26%8'O!XT7&`VR("&6EX4I&X*.XC/ZU*2W7DO'_(8]VM\?RDFO2%>=?(E$EL7AUV0VM*%N-I25)(R1NSC('IKT5444444!1110%%% M%!BI"5`I4D$'P-+UVT;IZZ!9?MS2'%`@N-#8KGVBF.B@X[=_(\T=R[7,;.>B M'T8/3'OD_P!Z32-==":@M2E=I"D=B",.,CM4X'IVY(_5KTW7P@$8(!H/'4J/ M-;>"4-@J0DE8;ZC_`%@.GZ0*CIF+(VNH&$H/>4G^\5ZVNVF[)=TXN%N8>4.B ME([R?B/4?HI'O7DEMTH*5;YKK"\8`>';#'HR>\/T*JHX&R^@]F$+4D$*QL.X M']%;6'3V*4**%D*W84,']GQTZ7WR6WV$%.MPD2@E)`,5><_^%6#\BC2$)YYPE.?\`\J[A46"BBB@****`K'::3H4_6%V=N#MOD61B M*Q-?BMH?BNK7AM93DD.`9./14KLM>^L-._0G_O:!GP:^X-*_9:]]8:=^A/\` MWM'9:]]8:=^A/_>T#1@U\VFECLM>^L-._0G_`+VCLM>^L-._0G_O:!GVT;3Z M:6.RU[ZPT[]"?^]H[+7OK#3OT)_[V@9]M&VECLM>^L-._0G_`+VCLM>^L-._ M0G_O:!GVT;:6.RU[ZPT[]"?^]H[+7OK#3OT)_P"]H&?;65*W9:]]8:=^A/\` MWM:XEQU+$U+;K5>7;4^Q-8D.)5$8<;4@M]GUW+4"#O\`V4#;1110%%%+6I[I M>(UTLUKLQ@H>GJ>W.2VUK2D-HW^L-._0G_O:.RU[ZPT M[]"?^]H&FBE;LM>^L-._0G_O:.RU[ZPT[]"?^]H&FBE;LM>^L-._0G_O:.RU M[ZPT[]"?^]H&FBE;LM>^L-._0G_O:.RU[ZPT[]"?^]H&FBE;LM>^L-._0G_O M:.RU[ZPT[]"?^]H&FBE;LM>^L-._0G_O:.RU[ZPT[]"?^]H&FBE;LM>^L-._ M0G_O:@WBX:TLL)-PER;"_'2^PVXVU%>0HA;J$'!+A`(W9Z>%`[T457:AG.6N MP7.YM(2MR)$=?2E7110@J`/LXH+&OA`/4`_'2E%]WDB,R^)VG4AQ"5X\R?XR M,_QM;>RU[ZPT[]"?^]H&?8C^"/DHV)_@CY*6.RU[ZPT[]"?^]H[+7OK#3OT) M_P"]H&?8G^"/DHV)_@CY*6.RU[ZPT[]"?^]H[+7OK#3OT)_[V@9]B?X(^2C8 MG^"/DI8[+7OK#3OT)_[VCLM>^L-._0G_`+V@9]B?X(^2C8G^"/DI8[+7OK#3 MOT)_[VCLM>^L-._0G_O:!HV)_@CY*``.@`I7[+7OK#3OT)_[VCLM>^L-._0G M_O:!IHI4M5RU"UJA%EO3EL>;=@N2D+ALN-E)2XA.#N6K([_LZ4UT!1110%?% MI2M"D+2%)4,$$9!%+>I[I>(UTLUKLQ@H>GJ>W.2VUK2D-HW^L-. M_0G_`+VCLM>^L-._0G_O:#Z=#::.,V]!QZ^L-. M_0G_`+VCLM>^L-._0G_O:#).A]-I.4P$@^S'^%9)T5IY&-D/;CI@XK7V6O?6 M&G?H3_WM'9:]]8:=^A/_`'M!M.B[`5;C$RKTE7-'N-L&,>:''7WU:NRU[ZPT M[]"?^]H[+7OK#3OT)_[V@E)TG9T@!+;H`Z8<(Q6*M(612BM3"U*/4E>2:C]E MKWUAIWZ$_P#>T=EKWUAIWZ$_][06$/3ELAO-O,-N!39RG*R0#\57-*W9:]]8 M:=^A/_>U&N;NNX%NESE3=.K$=E;NT0WQNVI)Q_UOLH'*BH=GEJGVF#.6D)7( M8;=*4]`5)!Q^VIE`445HFO&/#??2`2VVI8!\<`F@WT4DV:3KJZV>!RU[ZPT[]"?^]H&FBE;LM>^L-._0G_O:.RU[ZPT M[]"?^]H&FBE;LM>^L-._0G_O:.RU[ZPT[]"?^]H&FBE;LM>^L-._0G_O:.RU M[ZPT[]"?^]H&FH4ZV6^>TIF9$:>;4,%*T`@_H-4?9:]]8:=^A/\`WM'9:]]8 M:=^A/_>T%M9;%:;&TMFU068C:U%2DM("03Z<"K.E;LM>^L-._0G_`+VCLM>^ ML-._0G_O:!IHI6[+7OK#3OT)_P"]K[V6O/6&G?H3_P![0-%%>?+MY9]46RZ3 M;:Y;;0ZN(^MA2TH=`44J*20-_&<44'7=#_YI=_SQ-^N53-2SH?\`S2[_`)XF M_7*IFH-,N2Q#C.RI+@;8:25K6KHE(ZD^RH5KOUFNSA:MURC27.S2]L;7E1;/ M18'4I/@>E8ZH^#=WS_W-[ZM5\$(RH)QC(R3X4'6+M-[B\X&3@=/::F5R/RA2;C'M6K[ M*N4[-MZ;9'EM/.X*V5J>*2V5`#((0%#/(Y\,8O9<^]Q=4S].N7&057-;4BU/ M!"/Q+(/^4(][@E&,C=DD.)'A0/;[K;#+CSJMK;:2I1]``R:@Q[W:Y,N-#8F( M7(DQ?/&FP#E3.0-_3IWA\M(S]^NS$^[1Y4J4PXN//F*#H4"9&N$)B= M#=#L9]`6VL`C8-DCM2+@IU+3KR&$%ME3A+BR$H3A()Y)`_31:+U;KN9 M2(3Y4[%<[*0RM"D.,KQG"DJ`(R.0>A'3-+?E3<2W8[:"^VRLWFW[5KQ@$24' M.,C..M5=QMPL6JXDV9.=6SJ&447&6#V*`6V2(S(*3W$DE7CE2L`GG%`]3KO# M@W&VV^0IP2+BXMN/M;)25)05D%70=U)Z]<585R..[,=N^E8UPE.O1V]03V(4 MAQP]H[&$5X(._.3@DI"NIP#G)S4^T.7AJ-<+3/NLUEW3K4HNW)U2EB0E:28[ MBN?QFU!*E#P4D4'19TM$./VZVWG$[T(VLMEQ7>4$@X'.!G)/@,GPJN3J*`LW M1#2)3KEL?1'D-MQUJ6%J"2-J0,J&%I.1QCFN;2+Q/:TS-2Y)?BS8MQMB3(BW M!3\9]#CK8):6H[MJD[BI!Z9SR#DY:@FNPV/*-*ASG(TAJ\P-KC+NQ7+<9)&1 MX$;@?TT'8**YJQ=V)>K;E;[K>Y4"\1;JUYA":=V^::L]J+KJ$#\-VXY4H#I)03^P$T#F#D`]/CK[7'-57"9'GZTG,WN MO-39%Z2<@\$4'5JP;<;="7UX+;A)VN)20H)5PK=D\\T';JKIEXA0[K;K4^IP2KAV@8`;)2 M=B=RLJZ#BJ;4$QQS134J).3`4CN.%/>1NSM)'(*J4H,\SM0: M'4^S(C/(GW)I;;\CM]J@TH$(<_?HR<)/HP."*#I\*4B8QVR&WFQO6C:\V6U9 M2HI)P><'&0?$8(ZU(KC5LU"E,2R,ZBOLB/9I#UV:B20RA;N>Z.SW M%(R,D#KBI-RNBU339Y>K9%M/X-BNVJ9(0H/2U=[7$A,20TA*G2@M MN!022<).#C.#C-!TU"T+0E:%!2%#(4#D$5`M%XA7?SWS-3A\SE+B/!;900XD M`D8/4=X6X46WAY6TQ0XA#:"V3A2%,$JWXSD$Y[O& MIA4R/'U)?8$F3_T1JAZ5)C,.'$B,$-!U)2#WB$Y4!Z48\30=>JGO.H(-FBW& M7/1*1'@,)?>=3'6I)22?>D#O$;>0.F1GK2+J*7;8AR$_9]129NG9MR9:FOIDEQJ(DL MKVI#IY2%.!O?WN"K'&Z@ZA17)9+]P3=+=;3>)PMJM3*BQ7$R5)4]&,12UME> M3Q0 M-U56J?@S>/R)[ZM56M56J?@S>/R)[ZM5`:6^#-G_`")GZM-6M56EO@S9_P`B M9^K35K0%0[M^Y]3DXR<#/'6K*N M?6E8M/E0U2N[N)93=&(:[<^9N3<)94H%I!2%8(')RH<#GF ME+6-ZB1KE:D.7%NW62:M]$B>O'!J77%H-SDP=+Z1=:D^<16;%!4_"C2E,RFLD#M6TCNN\C:I!YXXZX/ M::`HHHH"BBB@\7:S^&%__.,CZQ5%&L_AA?\`\XR/K%44'JO0_P#FEW_/$WZY M5,U+.A_\TN_YXF_7*HO]]ND._P!OL5KML:0_.BR'VW9$DMH06B@$*`23@]H. M1GXO&@8I##,EE;$AI#K*QA;;B0I*AZ"#UK6U"ALP_,FHK*(FTH[!+8"-OHV] M,>RD>UZXNMX?L\>WV)A#TV(^^^F5+*/-U,2$LO(X0=V"3@^./"I;.M'%-QY`<)<:[BUH4M.,84E"NA[IP.<\`RHLUH;@JMZ;9$$->-S'8IV' M'3*<8.,#Y*BV^TRVKO(N,^X)E)`4W"90P&TQFE$$@G)W*[H&[C@=.M(\N\7" M;JG2%Z\U::CRK;/DQVP^K*D]FVI"7!C`."#D9QDCG&39#RBLMPHT^7;RW'>T M^F]=QWX^*@<6[-:6UR%MVV(E4@*#Q#*1VFXY5NXYR>OI\: MR1:K8A32D6^*E3319;*64@H;/5`XX3[!Q5!+U%=K9N;NMH0A;TAB/#<8=+B' MEN!14"D#<-@2<\=[C'CC7$U/?2@/E2&ELM!)+PR-V#O0`D M@')/@,D+Q_3]AD,1&'[+;W68:M\9M<9!2PKTH!&$GXJD/6VW/S6YST&.Y+;` M2EY38*T@'(&>O7GXZ5O)6J0K1+9<2!($V<"@N%8!$IT;=QY(&,9QTI2TU=;H MU$T]=TVN--OEXDSH8?7.6TE02IUP!P!)!`[+`X)2.G7%!U-RS6EWMNUMD-?; M.!UW:G]*2I&LGV(;EW5`:5:HT\6^4M+I+B%]H&EN)&,%* M7#CP)`*O94,ZYNG:)<%DC&+^&W+,HB8=_:;MJ%@;,;2KKDY`/`..0Z#2M>/A M[IK\DG?^14K25[DWJ+/$V(W&F0)KL)]#3I<;*D8.Y*B`<$*'4>FHMX^'NFOR M2=_Y%`TT444!2IJ#X;:3_IGU0IKI4U!\-M)_TSZH4#717Q6=IVXSX9KFEIU= MJB>WIQY2;2VB]/RH82&G"67&NU*7,[^\G#1!1P/:/1Q7/+7K+4%WBM0X,*,J\IC2'7=J06EJ;DK8&`IQ)"5% MLDG)(W#K5;?I]QBW'5]XBH;M]T3I"-*4!AWLW0J02-PP%$8P%=.`>>E!U9YA M+C*FTGLSM*4K2!E'M&1CBJZT6]JS0RB3/=EOO.`O2I:DA;RR`D9P`D<````? M+2J-1ZC7YS#M,-F=*MC48OA92V'RM`6>\IS*.Z>%85R#FJS5ESE7R%$F->:B MWQ-51(B4*;)<);E(0I85G`._(QCWOCS0=/0PRA&Q#+:4Y)VA(`R?&OO9-\_B MT\^P52:EN,Z$N`Q`0`,DTI1=9:ANS-C-N M:ML9=QL#ES47VUN!MQ!;&T`*&4G?\8Z\XP0Z,Z([69#H;1V:3^,5@;4^//@* M^I:8W*=0VWN<`W+`&5#PR?&N3ZAU-,U7Y/=1JBMQ&&V=/-RI+;R"X5+>CEW: MGD8"4XP>>3[.7:\7I5ET_;'&DH4_+>BPV2Y[Q*W2E(4K'@,DX\>!QG-`QAML M$$-I!'3BLZ3YMSU)##,20Y:TONRG6VWFTK<4MH-[D$,@YWD\*&[`2-V>>*=K M7DURV:>N4EEFWQ;G"9>,EUE;DE7!)QGC!#I%*_E%^"KOY7 M#_WIJM6AIUTG2M3_`(1EH?1&O#L=E*6RG8A*&\#J>.?ER?'C;Y1?@J[^5P_] MZ:H&@51:X^!>H?S;)^J55Z*HM4^J$\VRM(4I6XI#A1O"<^&[CIG'%4-RU+<;8K53\*!;$R8EYA1-Y;4GMT/) M83N609=2AP#:5Y2>_@\\@ M>&:#IP::#I>#:.U(VE>!DCT9KXXRRZ`'&D+`.<*2#SZ:2%ZMN'F#5^::CN6O M\+?@UV/M(>">W\W[4*SC._G;CWIZYJYU1>I5DE69[_)TVN3+\UF.N`[F2M)[ M-8.0`-X"3G^$*!@6A*TE*TA23U!&0:Q2TRA*0EM"4H&$@)``'LKG]IUG=+A8 MWI`3;F[E"3*5,;>W,M(V'#65%1*`L*0O)SW1X4'4&50IC&YDL/L[NJ-JDY!]G&016Y;;:U(4M"5 M*04A3CB0XPA38P%$`*0KO)6!@*2>AS5Q0* MS_\`I)@_F:1]>S332L__`*28/YFD?7LTTT!1110*FH/AMI/^F?5"FNE34'PV MTG_3/JA370%8A"`K<$)"O2!5%K.[3;%9A=HK;*V8[[1F!Q))3'*PEQ2<$-),K5EZ MEVJ_PUNQ$OITZJYLR8S:PEM1[1*DI)5^,`VC:X,`]<$5E:94^$TU"T_;(;MZ M-DB2GG0TE`D#"DM(5EP$`;5`K[V-PX\*#IKC+3NWM&T+VG(W)!P?37TMMDDE M"23UXI#;U'JJ5>+U'B0;?V5LB1Y)C'HK9'U M;?7X"FE*MJ)S$R=$=<2VM7:J8]Z6V=V[!XW95A/IY%!T%26&FLJ2VAML=2`` MD#^JLFNSV!36W:H9!3T-8"F9;>]M04\A/3TC((] MH%`ST5SB^ZOO]NGZB4TW;E0;+,A-J0IM?:/-O[-P"MV$J&_(."#C&/&L8VIK MQ#GWY$AYN4I>H&[9#0&]O9!3#:_%8!X*N,C*CUYP`Z36MYEI]&QYI#B,YVK2 M"/VT@2=0:S;G6FT>9VR+-G29;"79`*TE#;/:-N%"%G:3T*=QZ9!P:L+;J*ZS MF57EM,+\#L293$AK"@^E+.].])S@J*T'N8]ZH@\5< M36^HOP6U-E-6PJF:83,CCK5 MB=0ZA8NL2R3H<>-(N$PM0Y2\8+265.+*FTK5WP4E(&[!SGC!%`\T5SV;>=10 MM16%%S?B-M_@^?(F1XB5+2XIE3>""2""4JX!SM)/ON*Q5K&_1;4W>I5LCFVS M(C+D9S>E.U]U;:6T'"U%:#V@)5A)&T\+M9_#"__`)QD?6*H MHUG\,+_^<9'UBJ*#U7H?_-+O^>)OURJBZAM5SFZXT_.B>.*WOZILS#DEE3ZS(CRT0E,AI6]3ZTA:4)&.*"NMNAK M?!>M2_PC=24MM.)"2V2$@J```!)R`!S4:)Y.;,RRF/(EW";'3 M;5VH,R'4[?-E$$([J0.2:GO:XT\U$@2B_)<3/[81T-1'7'%J:SVB- MJ4DA2=JLIZ\&OMNU?#FRKLSYE.0($T0_\V6HNK+:5Y``XX5X^`R<9H(YT-#= MLKELFWF\3'-[3C,U^2/.(ZFSELMJ"0`4G/)!)RO2$=?X.D&[7+\)P75N MHN)<07G-X"5I4"G84D!(VA(`V@C!&:Q:U7:[C.M;<"Y.MAV:]%+:H2\2%MMJ M*VPH@!.TC.1U*2GTX^V364&Z6P3A&E-*=>"WU!2@IQ96KG`_?*)JM@Z,@0FK,TS-F[;1)=DQ]RD M'*G`L*"N[R,.+]'7V"K6-?K5*L0OS$Q"[:6RYVP!X`)!!'4$$$$=(ZXI;*2`HX">H)Y'4>-:=5:MBQ=,3YUIE*=D_@M<^.XT MPIY*$%!+;BACA)(\?0?`'`7=ELL>SKN*X[SSAGRURW>U(.%J`!Q@#`PD<557 MCX>Z:_))W_D5=V20[+LUOE/D%YZ,VXL@8RHI!/[35)>/A[IK\DG?^10--%%% M`4J:@^&VD_Z9]4*:Z5-0?#;2?],^J%`U$9!%4,32=DB)M:([#R$VQYQ^(/.% MGLUN;MYY/>SO5US[XU?T4"J[H/3BVHJ$L2F517'5M.LS'6W!VJMSJ2M*@HI4 MHDE).,FK![3-E?>F.NP]WGD(6]Y&]6Q4<;L(VYP`-RNG/)J;>9"(EIG2G"\$ M,L+<46`"X`$DDISQGT9I3.N[?`@LI$*\3RW9VKHMT-ME:HY'*U=Y(W#!)`_0 M#06CVB[`[-BS5,20\PRE@E,MT!]M)RE#HW?C0#_#S1*T78),M^2XQ(';RFYK MC30G>XI\@,E.%$843XD$8.0,4&+N@=-.1Q&$:0VP8 M(MSC;PU>PC@DA6?`@''R5=4$"WVB!;I4 MZ3#94VY-=[=_\8HI4Y@`J"2<`D`9P!G%4WE%^"KOY7#_`-Z:IHI7\HOP5=_* MX?\`O35`T"J+7'P+U#^;9/U2JO15%KCX%ZA_-LGZI5!8VG]RX7\PW_9%3*AV MG]RX7\PW_9%3*"AE:4LLOS_MV'E>?R6IC.J&Y$%"A=TI3-(44EW:G:GD'((`&"*AN:*L+S-S:?;E/)N:&D3.TEN$O=F M`$DG=P<`SWMIP0,>DB@VQ] M"Z?8;[-+4M23;S;3OF.JS&)/XLY5T&2`>H!K;.T989IMRG69*'(#/F[+K,MQ MIPL\9;4I*@5H.!PK-0[!K+\)VUB0_;7FI!G(S>6.\1+[`7)B]JV4.KCO-.#:XPZ@[5(4.>0?1D'@C(-!I.F;.7KHZ&'$ MJN;"8\D(>6D*0E)2D``X3@$@%.#S4JV6J);E2'&`XM^04EYYU96MS:,)RH^@ MI,*;#4R@I;BI><1VI4E(V%"4I.2<*)Q@YX MN;'>;G"8U9:KQ<)$RZVV1_DRRA"5.LO`>;E(2D#)42@G![R3\5`QHTG9$(CM MI8>VQYZKBV/.%\2%$E2^O.2I1P>.3Q6GW%V#MTR$L2$NI>??*DR7`5*?QVH/ M/*5;4DCID#&*G&4G3^G1)O5P7(,5D&1)4D;G5>.$I`&23@`#Q`J$YJR)'#Z9 M\*7"?;?;82W(2E(=4M)4G:O=L(P%9YXVG/AD(XT%IQ,5B*AB4AIN";<0B8Z" M['P<-K.[O`;CC/3.!QQ6_P!Q6GA/C3VXKS;K++;!")3B4/H;_P"K#J=V'=OA MOS5(-4F[ZETK^#)4AF*_)FQ9D903RMMDD9(R#@X(*2001UK[I75+C-AAIN+D MFXW*3,N"&D@H#CJ&'W!@9*02$A(`')_02`?ZJM4_!F\?D3WU:JLF7`ZTAT)4 MD+2%84,$9'C5;JGX,WC\B>^K50&EO@S9_P`B9^K35K55I;X,V?\`(F?JTU:T M!4.[?N7-_F'/[)J94.[?N7-_F'/[)H*[0_P+T]^;8WU2:G7JTPKW;UVZXMJ< MBK4E2D)649*5!0Y!!Z@']%0=#_`O3WYMC?5)J?=[BW;(@DK8??*G$-(:81N4 MI2U!*1Z`,GDG``R305TW25DF_A/SEAU?X2<:D8>6G+J`D)<3@]Q8VI[R<'@5"]W%N+$):(,]QZ5<';: M&6T(4I$AL*)23NVX.PX()'IQS6^!JZ'<8L-42'-5,E./M"&4H2ZTIE6UW<2K M:-JL#.2"5)QG-!(C:5L[#MM?2B2M^WK6XR\Y*<6LK6G:M2U$DK)3QWL\=,5\ MBZ2LD2]OWF/'=1)?<4\ML/K[$NJ&%.=EG8%D<%6,]?2:K/)[>9$KR?1;U=GY M#[J4R''5K1ETI0ZX,%*1[X)2!@#PK4I,9"_?);R>X/#CH.!@<5I.C+!Y MNQ&\V>#+%O7;&TB0YW8RL;F^OCM3SUX'-92=4QXZH[*K?-,QYMYX1,(#NQI6 MU1`*L*Y(("2>#FM4G6=H8NK=O)6LKEB"7$%)"7ST24YW8R=N[&`>I\:#;(T= MI^2EU$F"7T.P$VY:'75*28Z3E*,9\#SNZY\:TN:(L#MI1;'D3'$MO)D-R5S7 M526W$C"5)>*MX(!(&#C!(\:B0]?P)GX/5'M%V4BXEYN(HM(`=>;*MS7*^%80 MH@G"<`][BJUS5\B9?=/3;8Q;L3UCF3'6G4;>S6T\T ME14,9"DY6DC/A5FSKNSN.2&5(?2^VVTXVVG:X7PXO8A*2E1&[>0DI)!&0>G- M!:6?3EMM,U^?',IR8^RVPZ_(DN.J6A&=H.XD9&X\]>:N:3=(72X3]4ZNC3#) M0U$D1TLL/[?Q04P%$)*>"DDYSDFG*@\7:S^&%_\`SC(^L511K/X87_\`.,CZ MQ5%!ZKT/_FEW_/$WZY52=9V>3?=.2K="DHCRRIMYAQP$H#C;B7$A0'.TE`!] MAJ)HA:$Q;ON4D?\`3$WJ?_YE4R]JW_&(_6%!R67;+KJ2]ZSM;Z[?'NSMMM:P MVVZIQI"T.NK"2K:%8)`R=O`4.#XW:=.:K3.NIR*R[5O^,1^L*#GE@T=>K<_IY3Z[>6[ M7/N#ZNR<6-S<@KVX!3U&_D9QQUJ9,TYJ1I&IF;1.AL"\ST2!(*UH=9;+3;;@ M3A)`7AONJYQNSX8+OVK?\8C]84=JW_&(_6%`G-Z:G-R=,)C1+?"@624I;<=E MY:OQ1CJ:`!*!E6Y9)SZ.I)JH5HJ^1(L!<-5IER;?<)KS;$O<&9+$AQ2U)6=I M*%@D8("AW?;72.U;_C$?K"CM6_XQ'ZPH*1ZUREZ5?MACVQR2\RM*F%-;8I*L MDH(`SMY(SC)ZXI>@Z7OUO:B1HDILVQ$\NJM\B6XOLXY:VAM+VW<0'._M/!'= MSBGSM6_XQ'ZPH[5O^,1^L*#G&F-%WRU-VE,A@V:!"D%!>8CMM++9)22E(!QGG'%4EX^'NFO MR2=_Y%,W:M_QB/UA2Q=E)5KS36U0/^23NA_F*!JHHHH"E34'PVTG_3/JA372 M5K.=&M>IM+W&N*!UHI4]W^DO6P^8=^S1[O])>M MA\P[]F@O[O$5/M4V"AP-JD,+:"R,A.Y)&<>/6DY.A90CNL?A5GOZ=38@?-SP M`".U]]_*/=_;5E[O])>MA\P[]FCW?Z2];#YAW[-!6R-`>=,3X[UT*6IMKBP5 ME#.%(``.>M0O=_I+UL/F'?LT>[_`$EZV'S#OV:"%?M%2+J=4[;DTRF^-1FAE@J+ M`:SS[X;LY]F/;5;K:QR8R+W=%/*<1=GH"5AF`N1YJEE1)6I*%;U#VHPI/!!\ M1?\`N_TEZV'S#OV:/=_I+UL/F'?LT%!9+/<[Q$:G)>A,2X5P$^),9@/L)D.* M0I#J7&W5%:@4JQOSZ,>]P;I[2"W9;%R$Y#=P%W3='E=CN0LA@L!L#((`;/7/ M7G'A6WW?Z2];#YAW[-'N_P!)>MA\P[]F@^:>TJY;+\_>G9$?SAYA33_FC)93 M+45A27749*2XD`C<.3N.?`!LI4]W^DO6P^8=^S1[O])>MA\P[]F@:Z5_*+\% M7?RN'_O358>[_27K8?,._9JCU?JVP7BR_@ZVSC(ENRXFQM+#F58D-D]4^@$_ MHH.CBJ+7'P+U#^;9/U2JO15)K1"W='7]MM*EK7;I"4I2,DDMJP!03[3^Y<+^ M8;_LBIE)=MUYI5JWQ6W+IM6EE`4"P[P=H_DU)]W^DO6P^8=^S0-=%*GN_P!) M>MA\P[]FCW?Z2];#YAW[-`UT4J>[_27K8?,._9H]W^DO6P^8=^S0-=%*GN_T MEZV'S#OV:/=_I+UL/F'?LT#712I[O])>MA\P[]FCW?Z2];#YAW[-`UT4J>[_ M`$EZV'S#OV:/=_I+UL/F'?LT&3_^DF#^9I'U[---(MKO-NOGE!8D6M]4AEFT M/(<6&EI"5*>:(&5`HQG<>>>G2J)&BI2>PSH%WHX8/.[=^*]]_*/>_94[W?Z2];#Y MAW[-'N_TEZV'S#OV:"#%T3*@?@]^'=&S*MT^7)C%Q@A*FI"E*<:7A7/*N%#& M-HX/-,5BLZ;1'F;7`Y)F2G);Z\827%XZ#P``2/T55^[_`$EZV'S#OV:/=_I+ MUL/F'?LT$[2%E?L%H5;WY3[_27K8?,._9H]W^DO6P^8=^S06NJ M;(SJ*P3;,^\XPF2C"76_?-J!"DJ'Q*`/Z*H9FFM1W&VQUSM1L"]PY3'48QCF3[O])>MA\P[]FCW?Z2];#YAW[-!].G;G(N ME@NL^ZLO2;:X^ZZE$MA\P[]FCW?Z2];#YAW[-`QV^.N)!C M15R')"V6DMEYTY6X0`-RO:<9-0M4_!F\?D3WU:JJ?=_I+UL/F'?LU7:AUSI> M38;G'8N>]UV(ZA"0P[E2B@@#WM`SZ6^#-G_(F?JTU:U5Z90IO3EI;6DI6F&R M"",$'8*M*`J'=OW+F_S#G]DU,J)=4E5LF)2"265@`>/=-!6Z'^!>GOS;&^J3 M6>J;7,N]L3%@SA%=2^TZK>@J0\A*@5-K`(.U0&#@_+TI7TEK;3,+2MDAR;D6 MY#$!AMQ"F'<1&<@%;3O8J65`A2SD+"SD MG)!P><8-M[O])>MA\P[]FCW?Z2];#YAW[-!42O)^IZPQ;(9<=45@.EDNM*4Y M"6I>Y"X[F[2Z<%82YNP M$*4-Q&TGD@$9K+W?Z2];#YAW[-'N_P!)>MA\P[]F@A6K1BL@ MI4`!Z1Z.M3_=_I+UL/F'?LT>[_27K8?,._9H*]KR?LI+++D]3D3\&3($A.S" MW3)<#CK@(.$]X'`P<9Z\5]MA\P[]FCW?Z2];#YAW[-!(TY8IUNO%ZNT^:P^[=%,* M4TRR4):+;81P2HD@XS3'2I[O])>MA\P[]FCW?Z2];#YAW[-!Y9UG\,+_`/G& M1]8JBMVIXLR;J6\38L*6['D37G6G$QUX4E2R01QX@T4&7E#^'NI/S@[_`%TN MT44!1110%%%%`4444!1110%%%%`5TWR`?Z0#^0/?VFZ**#T]1110%%%%`444 M4!1110%%%%`4444!1110%%%%`4444!1110%%%%`4444!1110%%%%`4444!11 M10%%%%`4444!1110%%%%`4444!1110%%%%`4444!1110%%%%`4&BB@****`H :HHH"BBB@****`HHHH"BBB@****`HHHH/_]D_ ` end GRAPHIC 18 g854697.jpg G854697.JPG begin 644 g854697.jpg M_]C_X``02D9)1@`!`0$!F@&:``#__@`\1$E32S$R-#I;,#A:0E4Q+C`X6D)5 M-S$T,#$N3U544%5473$U,#$T7S%?0T%07T584%]&3$]7+D504__;`$,`!P4& M!@8%!P8&!@@(!PD+$@P+"@H+%Q`1#1(;%QP<&A<:&1TA*B0='R@@&1HE,B4H M+"TO,"\=(S0X-"XW*BXO+O_```L(`$L"C`$!$0#_Q``<``$``@,!`0$````` M````````!`4#!@<"`0C_Q`!*$``!`P,"!`(%"04%!@4%```!`@,$``41!A(3 M(3%!!U$5(F&5T10R4E-68G&3Y!H4D]\TZ9 MN%KT]<&%SKRF%)8DMHW$#JA!*L**_P"%8.WU3S%26_$)NT-WZ5/])W)+.H!: MVHZ&&DJ94I((0C"O72#GF>9S6)[QA8B)GJGZ2O486N2ABYJ5PU"(%D!"B0KU MLYZ)_P`^8S:ZF\26-/79<:9I^YBVM/M1W+BK8A!4O&"A"B%.)&>92.QJD8\3 MY%MO>N3J&WR6[79GFFXW#0V5E2@`EODK*E+)W`]``-):NOEZ\2YUIGP9EKB,V=M_T?*0WN0Z M7,;PM.<@I([^?($5K^LM4W=GQ+N-B5X@,Z7MC%O:D-*=BLN!;AZIRL9]O7M4 MK2OBE/7I>PIN%I?NFH;B'U-,Q0AD/,MJ(XYWD!(..0[D'%6Z_%FVNQK&NV6. M[7"3>$/\"*PVGB(<:("T+!/+![],#-2SXDL+O+\2)IV[S+9&F^CY%SCMA;;; M_<;0=Q2"<%0'+_+,9WQ7M2+JZT+5.59V9XMSMV!1PDOYQ\W=N*`3C=C%8Y?B MS"C29V[3MV5;K?PY#'F!6*T:^O']HM=1Y]BN$B' M9G&Q&;BLH6[S``1A*LJ*L[P>@2#DCI4AGQ8MC=NOS]TM$Z%,L_!#L,+;>6Z7 M3AM*"A1!43U':O37BI`CN79B_6*Z69^UP$SI")`0K*5*"4I3M4;+<;9(A0!<4L.%MQ3[!4$@I*58W;E`$'&,_C5]HO5ZM3+D- MNV29;U-(0ZEQ:VWF74JZ;76R4E0[ISD9JNU%XBM6N[W*VV_3UTO!M+27KD[# M"-L9*AN`]8CS89B-/^EY2S$2Z7G"LI0C:OYJ"`%S*A6!-SDXBI=$E\J4.'ZV=K?J'F.?/O4J^ZDU?(T;:]96W5+,'TE'CMQ;. MBUMO*?EK&-B7%*S@JR>G(#O72$6[4DC2#$!^_IB7\M(XMQ8C(6$N9!5AM7JD M8RG_`%KG&@[OJMZ5J2[:BURXY:=-W"1&D,&WLI$AMM).XJ2`4GO@>6.];#;O M$Y,M^&S(TM>80NC#CUI6^&\32E.X(&%>HI0Z!7(YZU6:,\1[U,T!:[S/TY/N M%PER'64F*AMMI825'B%95M;2`-OK8RH''G61KQ"?OUWT&]9EO1(5TFS(\Z,Z MA"B2TW\W<,\@>8*3SJU\1;[>F[YIK2&GY:($Z]N.ER14>V M?_<>X2]8:23>)%\EO:EM#3*78BX\8":7,@%LH0`E0YYW=L'/+I$9\5H"+7J. M7<+--B2K$AIR3$XC3JE)<.$[5)44Y\P3RK!/\2@[`O<1^UWC3\]JTN7*&Z^R MTXIQD#YZ4[BG<,YV*/XU'MNO;S_;J%9UP)LRU*TZW<%.(807G5$!1="4G.#\ MS8!G<>0QSJ4WXEFX-WFV&SSK/=6K0]<8ORE3:R4I2<%24D[%`X.U0JXLUZN< MCPC8O[TG?V,5S_PWUA/O4^Q";XES)4V2D+>M1L24 M(6K:26^.$``)4"]7R/I^-:;BF[\5YN9&<2D&"EL@%;ASC:K(VX MSFJZW>+D&68$IS3MWBV>7,,`7)T-\)#^[:`0%$[<_P`73_(UGA>*UKEW6*RF MU3TVB9.-OC74E'"TU3>(OBC/8L6HSIBVW%OT9)1#-Y#;:F$/AQ(6C:K)(P2G=C&2. MF0::VUY>;)!UR_;'Y$J1:YD-E"'HS0:AI<2"2#G5;;4BYR&UE!(2I)/#Y$C<,?A[:K&_$^%(N%DM\.Q7.2_=K>U<4<,(V MLLK7M*G#GD$@$D].@[UCM/BO:KE;8Y;4M.+8>0D\5#BTI!0L': M2"H93G(KW)\1UI-OAQ=*7B1>9K3DE%MPA#K<=*MH=<*CA.[L.9[5&?\`%FTJ M@6=VWVR7)G7-QYM$)UQJ,IE;..(E:G%!(4,C`RS!.[MUK:+9>#=M-)O#4.7!4XRM88EM;'6R,]4_B,@ M]",&N`6+Q$U4JQV"\C7<>[7>7-0P]IPPF0XI!64_.0`H'`!SRZ_Y[C.UOJ&S MV'7ENE3#(U!;+@B/;7"T@*4W((^3^J``2!N/3MSK;?$.Y7O37A9/N,>X$WF' M%:S+X:#N6,QX>VE<*YAF_LKF>DI`8;5D1UA!]4 MIVC<7&SR%=`U-XDITRVM^70TVTM3R>N%9).U(Y$)] M8YY`\JO;-XFQ)=\:M5TL=PLY?C.RF%S%-Y+;8RK>A*BILX!.%#M6.W>);ET: M+L;25\1'E1GG[;)4T@HE;`3@X/\`=DXR-V`:C:`\19-QL>D1?;>^+A?7GV6W MD)0EM?#&[>`#D)(]7SRD\L8J7.\5+7$C.O)M%SD*1?'+(EEA"5+<>0G.4C/, M'D!WJ*[K\VJ;JF?=$W+@VRWP9+EK4RT#&4Z!E*5@Y4K)YYY#'*I;-<[285N]*($E*"7X^X)!`2HX45$#:?/M6?3GB(+O?X-AF::NMJF38JIC) ME;-JFAT.0KW=+-XGV.%)F?_`&_=X;S26E(3AJ2WZ^[=C/-'+!.* MIM+:UOITF=2S;?/O"KM>-N1^-04>*]J7=4-"U3_0RY_HU-VRCA%_./FYW!&>6[&*F>)VH+O;E6&PV! MYN-=+[-^3(EN("Q&0`"M82>15@C`-5T]K7NE[7J.4_J)N[6UJT/R(TM]E#?_`,^-$>)+TYJQVZ]V6Z,S)UK^5LRU-H(FEML%PI0@Y&>9 M`QSR.0R*]L>)J)JY]MDV:YV28;6_.C+>X2W-B$DY+84=BQU"5^7.O,'Q(6Q! MT_`9M-VOUUN%H3<$J;;::+BG(-_@-NMQY2 M20AT`*20HI4#CR(-4.M-)WJ[ZDLFH+%>H]NEVQI]L<>(7PKB``\MP[`U#O&D M]77BRMQ;K?K/<)+4KB\*3:08K[>W&Q:-Q4"#DA22#VJGC>%,V-I>-;HUZC1Y MT>^)O301%48K*T@@-(;*]P1SS\[)J=)\-9#Z9V;NT%2M2-7SDP<)"<9;Z]_. MONH?#5^[Q=;,)NS;7]HWXKR"6">!P=N0>?K9V^RJC4WA)/O-TO6VHE\4Q(0CY+N7'D-`! M!R584C&[*2!G=UYLO<0,@G M`["M@TII*_PM82]5ZAOD2=+DV],,M1HA92V$K"A@E1ST/\SY5+3HIASQ!N&J MYBX\EB5`;B)BNQPK8I*@=V3D=O*J_7_A_P#VBNULO=O7;1,A,JC&/8U:=4IAZ?F7,W)UE$8_*0I1!6TES.-BB.N,X_UJVO"5R-?7W(TJS&T MOSS-)D6=MZ8V"KI+,+LVE5WOJKLES@$AH%Q"M MA&>9]7&?;7C4/AM<;G(UA\EOS;$74/`=+1CJW(<:VX25!7K(4`H$8SS'ESUV M\^&TBU6+4MPD*#BIS41:(NG;8$&(ZRO*5-M%?KI&F M+E,F09EG9ABYJMBX20\'0XE*&UX*@DIR?,D]`16UV?PTNL6+<@Y<['"E/P_D MC#ELL3+03S!4XYD$K*@,%.0G!/?&+#P_T!)TWJ&=?I3UL87(BIC?(K1%7'CG M"MW$4E2CZ_;E@#GYTO\`H?4"KW?+AIC4$:WLW]I#<]N1$+Q0I*-G$:((P=I( MP>7_`$FZJI.?,@U#>\,;E:VXR-)7UF$56@6B:948N<5`)/%3M(PO M*E=>72KYK0C;$O12&9O_`(;IIMP)CK;R7W"WL2X3T!',].IK>=5UBT'J!%UL#NH=11YUOT\DB`S M'AEI;BMFQ*W5$GF$]A_\T[?A-=8]DL-K3>;9.9LLM]QB/.@*7'>;=^M;"_66 MDDD'D.>*L=-^&$FS/:<4N\,O)L]QES/5B\/BI>2`$X!PD@^7*MCUWI%_4+UH MNMJN7HV^6AY3L22IKB((4,+0I/+*2`*UVY^'NHK[:+Z+[JLN7.Y-M--(CM+; MB1T(6%;>'NRK=C!)YX-:QJCP[NEET?K6:R(4A^ZPHS8M]IMY90TIMQ/)M`)) M&"3SY]36P'P[U!>DS9>H=0QWY#EE7:H09AEL,I<`W.+&[FKM@G194._IBXT[Z"D$1B5E..3B%!0VG=CKGD"._*KL'A1.M\DR79]I9*K,_:E- M0+>6DG>,!U1W$K6>JB>O;%;W;=-.0_#YK21EI6XBV&#\H#9`)X91NVY]N<9J MATGI?75@C6JVG5EM?M4%"&N`+84K6VD8V[]YP?;BL&G?#Z[V;53>JU:B$BYS M''?2R5,*#4EM1'#2A.[U-@`P>=:?H'0VI;SIBU0;O<1#L+%U??E5]8?"9VS7J*69=F7:8TTRT+S&>O/&:J[]X6WZ=$U!8[?J:-&T M_=YQN"F'81<=0X5A2D!>X>KE(/GR`\\VM^\-7+O&UNPJ[):_M&[&=;4&">`6 M0GD>?K9*>V*Q7G06I9EUDW*%J.%&>N=I3;;F3!*@K`(WM#=ZN0[8_UJCTSX3OV*Z04HFV==K@R% M/M.^AVS.<&24H6^H'YIQA0];EV[>[3X7W)C55LO,ZYVLFWR52/ED.WF/,FYS MZKRDJV$<^9"C6R\-L+;;<"WG&)+2@H.[E*]8$YR#Y]>53;MH756H]-7NV MZBU6R](N"6&V4L12B/'#;B5E6S.2M6WF<\JMM4Z3N\C4>\+YS-B@P8]QMEQ>2\_)G-W>W<5B4\Z4[%NMO+T99<.1L`5O;V=!A7/O6WZ(TJK3& MCF]/*GJDK`=)U0-0>'C%X\0;3JQ4TMQXH;5(AA!(D.-%1:63G^$J\NU7FO=/KU5 MI&YZ?;E",N8VE`>4@J"<*2KIRSTK1;MX2+G2=6/-WA+:;U'0TP@L$B,HJ:4Z MKKSWJ:![5AU;X2S;]VKU_ MP^D/_P!ME*N;85J2#'BIPR<,%MGAE1Y^L">>.55\_P`-[XF6IRS:BCQ6Y=D: MM$[C0RXHI0C;O;]88)'+GG&3UY8FP?#E^,YI]7IG:;78W;45M-%*U*6G'$2< M\L=<51Z;\(I-ON%KD3YUK+,.))A.HA0"RY*0ZV4%QQPJ)4YSYY&.7+O5]I+1 MFJ+.8-ON&JT/V2VQW(\:-'BEM3Z5`I27B2<[0>0'>JN-X:WZWV+3,6#J&$;C MIR6ZY">=A*X:VG!@I6D*R59).01UQ[:SVKPQG1$0E2[\W)?9U*J^NNB*4<4J M0`48W?/./9BL6M="(GR M+K>9+DJ5'7IPVM4.$P%/J4EP.!:,J`)R!A/?SK5_#YN^W7Q%L]QEW"?72NC>)>CU:SL+<"/<#;YK#Z7V)005%LX*5# M`(/-*B.M5FJO#Y5PL^F;;:GX08L2D[8EQCJ>C24A&S^\0",D=1[2:K;!X72; M3Z'"[PPZ+=>WKI_=Q.&%I<0$[`D'"<$=N6.6*BI\+[\@M6Y&I8PL<:]IN[#! MA$NJ5OW%"E[L8'/&!WY^5?;?X2N6^]`QY5F5:!.,P*>L[;LT)*MW!XR@1MS_ M`!8W#M6Y:]TFK5$2`Y#N"K==K;)3+A2PWO"%CJ%)[I/?\!^%4HT5J2Z-WN1J M74R'Y6HJ)6YGFK/+L M,5LVF]`O6>\6"X+N2'A:[%Z)4@,D<0[@=X.>0]E7?AWIM>D-(0-/N2TREQ2X M2\ELH"MSBE]"3]+%]?U%.'H?[,ZT]Z_J*A_LSK3WK^HIP]#_`&9U MI[U_44X>A_LSK3WK^HIP]#_9G6GO7]13AZ'^S.M/>OZBG#T/]F=:>]?U%.'H M?[,ZT]Z_J*A_LSK3WK^HIP]#_`&9UI[U_45L>EM,^'>I> M*S%7?8T]D9=@RKH^AY`SR5@.$*2?I))';.>5;)^RC2?G>/>TC^NG[*-)^=X] M[2/ZZ^J\*M**.5*O!/MN\C^NOG[*-)^=X][2/ZZJ]1>'NE[+:W;BBV:EN0:Y MK8@W1Y;NWN0E3@W8\AS]E:/&UBZROYJT7;(/\`^Q_I67AZ'^S. MM/>OZBG#T/\`9G6GO7]13AZ'^S.M/>OZBG#T/]F=:>]?U%.'H?[,ZT]Z_J*< M/0_V9UI[U_44X>A_LSK3WK^HIP]#_9G6GO7]13AZ'^S.M/>OZBG#T/\`9G6G MO7]13AZ'^S.M/>OZBG#T/]F=:>]?U%?4#0"%I5*L6LXS`/KOJN2UAL?2(0\I M1`[X!-;]`\-=$7"&S-@RKG)BO)"VW6KP^I*QY@A?.I'[*-)^=X][2/ZZ?LHT MGYWCWM(_KI^RC2?G>/>TC^NG[*-)^=X][2/ZZ?LHTGYW?WM(_KH?"G2AYDW@ M_P#Y:1_76D:HM&B]-W=NV3K!J]9>_P#+R&KHO@OGNE*E/#UA]$X/?!%5_#T/ M]F=:>]?U%.'H?[,ZT]Z_J*A_LSK3WK^HIP]#_`&9UI[U_ M44X>A_LSK3WK^HIP]#_9G6GO7]13AZ'^S.M/>OZBG#T/]F=:>]?U%.'H?[,Z MT]Z_J*A_LSK3WK^HIP]#_`&9UI[U_45<:;LWAS?)_HU3> MH;=<%`J:CS;H\DOI'4H*7%)5CN`/>TC^N MG[*-)^=X][2/ZZ?LHTGYWCWM(_KI^RC2?G>/>TC^NG[*-)^=X][2/ZZBW'PQ MTO#@O268E^F+;3N##%V>WN>Q.YP#/XD5SV.YH*0%EK3>M=S:RVXA5T*5MK'5 M*DE\%)]A%9>'H?[,ZT]Z_J*A_LSK3WK^HIP]#_9G6GO7] M13AZ'^S.M/>OZBG#T/\`9G6GO7]17U2=$JQNTWK4X\[M^HKYP]#_`&9UI[U_ M44X>A_LSK3WK^HIP]#_9G6GO7]13AZ'^S.M/>OZBG#T/]F=:>]?U%-NA$\W- M-ZU2@?.4+FI1`[G"7R3^`!-;Q9_#[05ZM[5QM4VYRHCOS7&[O((]H/KY!'<' MF.]3_P!E&D_.\>]I']=/V4:3\[Q[VD?UT_91I/SO'O:1_765KPOTNTDI0;M@ MG/.Z/G_^JV74-AM>HK>J!=8H>:SN0H$I6TL=%H4.:5#S%<:U+I^ZZ24IRQUE7FE7;VCH>X-;[I7Q%4RMJVZO4TRM1"&;HA.QAT]`'!_LEG_ M`)#V(Z5U`$$9%*4K0-8>'S-Q?>N]@<;M]W6=SJ5`\"8?\1(Z*_Q$\_/<.5QG;]-"AR6C[R?YX/*LM*5)MT83+A%B%>P/NI;W`9Q MDXS5DK3ES1J-&L=UDJD)9A+*HZMC@)"<*^CS M/,^P5Z9L-V>DR(R(:N+'(#NY:4A!/09)QD^59$Z?GFVS)RT;#%=X2V58"L]^ M_;/3OVK!.LMT@1Q(E1%(;)"20I*BDGH%`'*3^->+Q"1;IZH:7"M;:$<0G')9 M2"H#\,XJ#2LEFN%UTW,7,L+B`AQ6^1;WE$1Y![J&/W:_O`8/\0-=ATGJVU:F M87\E4MB9)\QW2>RAD'SK8J4I2H5VM=OO$!ZWW2(U*B.C"VG4Y! M\C[".Q',=JX[J?2%UTOOE1/E%UL8YE0!7)B)^\!S=0/I#UAW"NM4C+K3[*'F M'$.M+&Y"T'*5#S!%>Z4I6S&P0&&H:)]P>CORF0ZEW@9CHR,@*7GK57#LETFL MK?BQ"ZTE12%!0&\CJ$Y/K?RK+Z$>7;[:_&"WI$UUQL,!."DH/_?7I7A=@NZ) M*(IA*4ZXA2T!"DJ"TIZD$'!Q4*9%?A27(LEOAO-X"DY!QRSV_&L%*PRHS$IG M@OM[T9"AS(*5#HH$C[TE M(2B:VC(<`Z(=3T<3^/,=B*Y/,9GVJXBU7N)\CG*SPB%;FI('532_XO:DX4.X M[U]I2E*N;3:6)-ODW*6[(3'86EO9&:XCBB1G.#T`\Z\.V=3MP^26EY,]!;#H M6G"=B>^_)PDCODU[8L4@&XHFA4=V'%,D)P%!8SRPAJ2R M=N3N22G=TW#.1GVUBN-JN%L#9G15,<0D)W$'.,9Z'VBH-*0)%QLUP5=+%*$6 M6O'&;6"IB4!V<2._DL84/:.5=:T?K:WZB)A.MF!>6T[G8+JLDCZ;:NCB/:.8 M[@&MMI2E?%)2M)2H`I(P0>]$25.VA2MJ#YEA1Y-G[A]0 M_=ZUI$:2W(X@2'$.M*V/,NH*'&5_16D\TG_L9K-6QV:W0W;%(N#UNE3GD20T MEIAPI.TISGD#62YZ;0U+?4U*;AP6T-J6J6HDMK6,\,X&2?\`I7EO3O#B7%N6 MI#>'MS)YUZ3IV6IA*A(C?*E,?*$PRH M\4M]<],9QSQG-9&],2UH9Q,A\=^,)++&\[UHQGRP#5!7Q:4K0I"TI4A0(4E0 MR".X([BK+3.I;MI,H882Y<;(#S@J5EV./-E1ZC_#4?\`=(Z5V2PWNUW^WHN% MIEHD1U$I.,A2%#JE23S2H=P0#5E2E4NIM-VG4L(1;FP2IL[F'VU;'8Z_I(6. M:3_H>A!'*N-ZBLUVTFY_XN1(MA.&KJVG:D9Z!Y(_=J^\/4/W3RJ-2IEI?;BW M2%)=SPV7T+5@9.`035U<;S"D1N&VIS=Z67,YH(_NR>1_'V5<<1J_-3.$U.,8 M7,2&W8[065$I`VJ3G*?]X\A6&_S;;)F7>TS)2HR?EJ7TOMM%P*(0$E)`[\N7 MMJ+/OUNGMW1*E2&2Z^RZP0@*4L-@#F>RCCKVJ8_>;!(4A^#W![I.0>XKHFDO$/>ZS:=5<*+,60AB>@;8\H]@<_NG#]$\C_``GM72:4 MI2E)>>>NVEU-0YRR5O0U^K&E'N>0_NUGZ0&#_$#UKG2'E?*7H4EAV) M/CX#\1\8<;\CY%)[*&0?.LM*5N-HO4"&W%4F[366&T`/V];1>2X>^TGD`?\` M2L<6[6AY%K=DNO1%6QYQQ##;6\.I*]P`.?5/8YK(Q?K6\NWJEI<1PWY3KB4I M.$<0DIZ8W#GS`K,C4-L:]'I2Z!DY/>E* M4K/8;K==+/J>LA0Y"6K>_:W5;6EGNIL_[)9_Y3W'>NQZ7U1:=31%O6]U27FB M$R(KPV/1U>2T]O81D'L35[2E*577RS6R_6]RW7:&W)C+.=J^12H=%)(YI4.Q M&"*XYJ;3%VTH5R%J=N=C'/Y8$Y?BC_&2/G)'UB1_O#O54VM#C:7&UI6VL!25 M).0H'H01U%>J4J\L$R/%:?2;C+MTI2DE$AH%:"D=4J0.OL-6LJ^VR6_+C..N M);E0T,.3@QA2W$JSO*!V/3SK&N]VUMEZ$VMYQENV&&VZ48+JBK/3^$>6:D3K MY9S$N+,5SE)0UPTB,0L;2"0MPDE1Y'':M?U+.:N5\ES&%+4RXH;-X(.`D#IV MJJI2L,F,U)"-^]*VU;VG6UE#C2^RD*'-)]HK==+^(J4I6IZPT5;M1D3$+,"\- MIVM3V4@JQ]!:>CB/NGIV(/.N23X]QLT]-LOL41I2L\%Y&2Q*`[MJ/?S0?6'M M'.K6+>'8ME=MT7.O<"Z,"%)M]S9?D1GW4O%3;FUP+` MQG)SD$5)GZ@^71[C'^2\(2U,AK"^326^@/G^-3M1WEGY?;$@-2/DX#TK@.D) M<>(`.%I[@`K60_;W$Q9+XBO*=*Y+J5.$%)&P*`Z<\\^=1(6I$1A;`8B ME?(TR`?7`W\0_ARQ4=5VM[]OBM3KQ4.N1[#4E&HHZ2B<8 M3ANR(WR8.\0<+&,;]N,YQVZ5X9U$ANXVZ9\D41$A?)"G>/6.TC=G'+KTK7!T MI2O,98Y*'<=ZW2E*\.MMO-+:=0E;:TE*DJ&0H'J".XKD^I_#V3: MM\[239>A_.'Q4M%Y80%J&0">E6#E@EMVR9/4M.(T@QU-X]91"@DD>S)%?9 M%ENL2X28<)+\E;`2'EQ4JP"1G:PSR M]IY5$=M=R9?:CNP)*'G?W:%-G*_P'>OK5INCJU(:MTI:TI"U)#1R`>A_G4(@ M@D$$$'!![5\I2E>'FFWFELO-H<:6-JT+3E*AY$'K5UIC5MUTMLC/!^Z6-/(- M9WR8B?\`#)YN('T#ZP[$]*[%9[K;KU;VKC:Y;4J(Z,I<;.1[0>X([@\QWJ=2 ME*5K^J]*6K4T="9B%LRVK;==,RTQ+ZV@LN* MV1[BRDAA\]DJ'^R7]TG!_A)Z5BI5U#LC:X+,VX7-B`U()#`6A2U.8Y$X'09[ MU'=LMR1/D06HKDEUGYQ825C!Z'([<"Q/S(S#X>2WQ9HA[%).4J(SD_"HQM M-P4Y*3'B/2$1G%(6XTV2D$'G4"E*4I6(MNMRV;A!DNPKBP,,RV<;TCZ)!Y+0 M>Z59!]AYUTK1_B"W-?9M&HT-0;HL[&7D\H\L_<)^:O[BN?D55T*E*4H0#UKF M.J_#M3:W;GI%+3+JB5O6Q:MC#Q/4MG_9+/\`RGN!UK0&)"77'F%MNL2F%;'X MSZ=CK*O)2?\`T(R#U!-9JO9>G),>/;'@^VY\O4A*4I206RH9&?\`7_*L-SL, MR%=O1;(,Q_8%C@()R#[*A(M\]R682(;ZI2>K(;.X?RJ5/LLR&B.HH6X7(WRA M:4MD%E.<'=Y8KS"M$F2Q)?4"RAF,9*2M!PZD''J_&H[D"F[Y=M)+";6GY7:2M==L>K;!>H"9L2XM(&2A;3Z@TZTL=4+0KF",_#(J M_I2J#56JK3IF,VNL-*5L35EM[]LD/,37ER8\;Y0XO8.!GZK= MUWJ%#F,9ZGE7VZ:<8A*;7QI*6$*<#Y> M0$DI0`2XC'5*L@#/5=)T?X?IA28]XU$ZW,N;2M[$=O/R>&KS2#S6O[ZOY!-=#I2E]:])\&5)22AZX+&Z/'/<)Q^]6/(>J.Y[5SYE@H>?E//NR9LE07(E/JW./* M`P"3T``Y`#``Y`5(;6IIQ+B#A:"%)/D1S%;^J_65V[,H6\D6]YA;CYP?5>4M M*\?YH`_G42TW>"H?+94MI#RKB9#K3ZU@(2>BD)3\XXY<^0KTB^6UEYE9D!Q" M+R[(*4@G^Z(.%?YD'%9F[O;H\^W!4V$IE$Q;ZELEU90"A0R5+)QG(]45$LEW M9=8?;N-Q87NE\8IE*<0H`=%(<3W^Z16L7=QAVZ2W8SCCC*W5%"W#E2AYFH=* M4H>0)/0?OGU1][I79=-Z?M>F[=\@ MM;!0A2BXZXM6YQYP]5K4>:E''7^0P*MZ4I2JG46H+5IV`9UUE!ILG:V@`J<> M7V0A(YJ4?(5QO4U^NNKE*;N"#"LN04VQ*@5/8Y@OJ'7SX8]4=RJH5*V4&VW> MTVQE^YM09$)*FEAY)(6@G(4G'?V5.MDZRLPYEOBOMMH3+2\TY-6M'$2$@9RW M@Y!!(!\ZS)OEO6MMQR4T%>FDR5;4*2.&$8*\'.!G^=>[;=+8H$2+A&#+DK:N6KDH(2H.,VE"MS;9',*>4/WB@ M>P]0?>ZUU.E*4I6@ZP\0&+:^]:;"VW<+N@[725'@1#_B*'57^&GUO/:.=G7UA_E6&1=8$IRX1FY[;*Y4*.TB4K<$A2/G()`R,^=?7+K;W?E% MO1<4)=5;FXHGK"@E:TDD\\9P0<9K(NYVQU0AJNS:]]H,0R5A6T.;N^1G'MK" MY4BTKC92E0"G"L'`R*S7>\VYZ-+?C2(@3)CH:X6'5.@C'+83L M3MQD&L5_N5ME6N!==1RUP["TA M2&U;)$]X$QXY[CE^\7]Q/3^(BNF6SPSTE'BI3<;6Q=YBO6=F3VPXXXK`'X)3 MRY)3@#_,UN]*YQJWQ#2R\]:M+AJ9.02AZ8OUHT57<FRI#TR>_\`OI;YRXYY#R2D=DC`'E66E*5M$>\6J)!D"*B6EQ^+P5PU>^DRU3)T9$=;"\<)O'50.>?LY=S5;:+K'A*C\=+CP* MB7B0%%``(;"0>1VD[L=,X\JC7Z9'G3^/'2K:&T(4XM`0IU0'-92.0)JMI2E2 M-/VB[:K>*+*$LV]*MKMU=1N;'F&D_P"U5[?FCN3TKL6E]+VG3,1;%N94772% M2)3RM[TA0_B6KO[`,`=@*O:4JNOEZMEAMZ[A=IC<:,@@;E0`Z"O5*])2I:DH2"I2B``.I-6\K3MSC(W89>4EQ+3C;#H6II:OFI4.Q- M>G]-71I;3:0P\I;O`(9="N&YC.U7D<9-19-IE1W%!:V5MAGCAYMS_>IQU8;::;25N.K/1*$CFH^P5NNF/#N1<2B=J]L(C9 M"F[0E6Y)\B^HZ4J;;;=(N"G>"IIMME&]UUY>Q"!G`R?QJ6UIZ[.W4VQ$?+PP5 M+!RVD$9"BH=C6*'99TQAQYGA82I2$(4X$J=4D94$#N0.=0GF%LH96L@<9'$2 MG/,)SR)_'&1[*PTI2E>K9$N=^GKMUACI?=;.V1*=R(\7_?(^?GM'.NN MZ0T9;--)5(2I7GD\ZVBE*4J-<9\.V0GIUPE-1 MHK*=SCKJ@E*1[2:Y!J?6]SU%NB694BUV8\E2,%N5*'W>[*#Y_//W:UN-'8BL M(8C-(::1\U"!@#_W]O>LM*4JS@V>3,BB6E^&RT5EM)D2`WN4`"<9Z]115FFB MWF?_`'/#".)PPX.)P]VWB;?HYY9J%*8L-*4K%* MDL1&5/R74MM@@9/,RD(;::2$I0/(`=*SU!O%VMUEM[MQNLQJ+$:^ M0%>Z4I2E*4I2L,F2S&0E3I5E:@AM"$E2W%'HE*1S4H M^0K<=,^'LNZ[)NK&S'A'UD6E*\ESR+ZAU_X:3CS*NE=99::8:0RPVAMIM(2A M"$@)2!T``Z"O=*5I>L==PK$ZNVP&A<;WM!^2H7A+(/13R_X![.:CV'>N5RG) MUSN'I6]2S-GC(;.W:U'!_A:1_"/,\U'N>U?:4I7MD*+K80L(65#"B<;3GKGM M6Z2PQ;&6V(UQCNQW)#3DV8F4%OND*!]5(R0`>?G6;45S#$5U]B1":D>D./%^ M1+"BXC&"MP#()QYU"C2(]Q`C7!4=;O!2X(Z'!'://U6]PY)VI*ED=R?96LW- MN*S<9+4)TNQD.$-+//Y)K;:4I2L$V7%@Q79D MR0U'C,I*W'75!*4)'4DGD!7(M3:\N-^W1-/+?MUJ/)4\I*)$D?X0/-M)^F?6 M/8#K6KQ8S$1D,1VDMM@DX'I)[D\S66E*5;6.,F07\28Z7FPE2(TD[6I M//FE1)`Y=<5L0N$8:[B/HFH2QM0'U)=PRE0000#TVCEBJ.T7.2P^[&2^VB)O M<=6M205(',*+9/,*4.7+SJ7=6;4_9S<$N($M:6U)*7\DJ)PIKA_PI0D#![X] MM:Q2E8Y#[,9AFFTM.[Y=S>2 M3'@,8+KGWCV0CS6K`_$\JY#=IMTU#-1/O[R'"VK='A-9^3QCV(!^>O[ZOY!- M>*4I2E;CIMT?(8;3S]I5`0\XJ4W)2`XA)Z_.ZYP,;:@P[NXVU);#C?R"/D,I M6@%Q22O*&\]2D'UB/9CO7S4L2UL,M/0WDK><=/,2.*7D8SQ5#^`E1/*M=I2O M#(ESIXM=HAKG7)0"N"@[4M)/\;J^B$_CS/8&NHZ/T#$M#S5UN[J+E>DCU'2G M#47/4,H/3_?.5'S`Y5O-*5^8=7WJYS_$"_(FRE/HMDYOUJ?RT_"GI.;]:G\M/PIZ3F_6I_ M+3\*>DYOUJ?RT_"GI.;]:G\M/PIZ3F_6I_+3\*>DYOUJ?RT_"GI.;]:G\M/P MIZ3F_6I_+3\*>DYOUJ?RT_"OOI.;]:/RT_"NG>!T&)-MLS44MA+UV$QZ,B2O MF6VDXPE`Z('GM`SWS76Z4I6A^-%XN5B\/+G<;1+5%F(V)2Z@`E(*L'&1R.._ M6N%Q93\1D-1U!*2=ZB4A2EJ/,J4HC*B?,Y-9O2TGN2>Y M/,]ZG4I2E*_.OBU=[C(\1W[._*4Y;841J2Q%4D%M+I/SRG&%'RW9QVQ5!Z4G M?7#\M/PKYZ3F_6I_+3\*>DYOUJ?RT_"GI.;]:G\M/PIZ3F_6I_+3\*>DYOUJ M?RT_"GI.;]:G\M/PIZ3F_6I_+3\*>DYOUJ?RT_"GI.;]:G\M/PIZ3F_6I_+3 M\*>DYOUJ?RT_"GI.;]:G\M/PK?#YSG8 M35P>D%V;-0EZ2^X`M;JCW*B,X'8=!VQ4_P!)S?K4_EI^%/24I #2O_9 ` end GRAPHIC 19 g131213.jpg G131213.JPG begin 644 g131213.jpg M_]C_X``02D9)1@`!`0$!KP&O``#__@`[1$E32S$R-#I;,#A:0E4Q+C`X6D)5 M-S$T,#$N3U544%5473$U,#$T7S%?2D%.7S`V7T9,3UBT[ZF0?\>R]-T)K2I^VG%. M[/SU%%1Q4WXQE8I.$-'5EIN>L]6UA&3A]P#0">I`#=EJ^\)P_P"^GN)__F._ M,GO"HJ5H%LX MG:CBY=@*H1U`^@@+P;'Q=M^]'K.RW;'1MPMW8Y^>-??U3<4;5O=]!4ESB'PI M;/7#(]D;]RLM-Q?TPR9M-?Z:[:>J7;!EUHGQ@GR<,CY]E>K5=[7>*<5-JN-+ M6P'_`$E/*V0?B.RWD1$1$1?'.#02X@`=2>Y4R_<3=#V-YBJ]04TM0#CT>D)G MDSX89G!]N%"^^+J&Z;:7X<7RK:?@SW`MHHSYCFSD(6\9KGU=I:R1'P$E3*W_ M`/J5Z&BN(%5GW2XIU8!^XH;;%#CKT=U7F;A0VL!%SUWJ^K:X@N8:]K6NQY!J MU' MHF9%$P9<^1P:UH\23L%0[MQ:T70U!HZ*NFO-=W4UIA=4N=["/5_&M(:PXB78 MCW!X=OHX2,BHO56V''MC;ZR^"S<7[CZU9JZQV;/W-OMYG(^>1>SPZU!5-Q=> M)VI)B<,X6Y'PNJZ-H%LXB:MI^5H:T25;96C'0 M8+1LOATKQ/HO6H.)$%:T=(KA:V8/M.+MI&:_2EDO<33NZV5CH7D>/+ M)U/D%[BXN66DF;3ZHL]ZTY*3CFN%&[LB?)[K/>[1>Z?TFSW.DKH>]] M/*UX'D<=/G4BB(B*&U+J:Q:7H?3K[<^M(?!K1NX^P*AC5>O=8#_J M9I]EHM;]FW:]##GCXT<(W/D3D'R6Q3\**.X2LJM;7ZZ:FJ0>;LZF4Q4S#^#$ MPX'TJ^6FR6>S0B"TVRDH8L8Y:>%L>?;@;J11$1$1$ZK#54M-60.IZNGBGA=\ M*.5@>T^T'94*Z\)=)5-3Z?:8JJP7$;MJ;1,8"#^]'J_B"CG'BII`N=FFUI:6 M;]!3US&_-ZK_`,9*LFC^(6F]4O-)2U+J2ZLVEMM8WLJB,CJ.4_"QY95P1$1: M=TN5OM-%+7W.L@I*2(9?-,\,:/G*YS)Q$OFIY'TW#C3KJZ$'E==[CF"D:?%H MV=)\V#Y+ZWAGBTC?+E;N[V[%76P:3TWIU@99;)141 M`QSQ1#G/M>?6/SE3F$1$1$1%Y>QCV%CVAS2,%I&01[%2;]PNT5>9?276=E#6 M@\S:NW.--*UWCENQ/M!4(;'Q-TH[GL%^BU3;V_\`8;P>2H`\&S#8G]]MY*4T MYQ.LEQKA9KU!4:>ON0#0W(#W="?!7]$1%I7:Z6ZST,MPNE;#24D M0R^69X:T?^ODN;NUYJ?5SWP<.;"'4()8;W=08J?VQL^$_P#]Y"STW"N*YRLK M-=Z@N.I:D'F["1YAI6'\&)GY]_!7ZTV:TV:G]&M-MI:&'XE/$V,'VX&ZD$1$ M1$18YX89XG0SQ,DB>,.8]HPW,;MJ[1*:=P/[T>J M?H46:GB?HL.-7#%K.S1C)E@:(:Z-OFSI)\V2?)7#1^M=.ZNIWR6>N#IXOUZE ME')-"?!S#O\`.,CS5E1%SG5VNZTWA^D=#T3+KJ/E^SR./^36]O3FE=XCXO\` M;LBH.G=2W!NM[W M8+Q.'TKG/EMDSFM;ZL88)HR0!DMYVN\<'R6*P:OJIJ_4]=66V6-L3'.$P=^MOZ@,= MD>LT]",'*]4NN+347"&B%-7L$E?+;A420#KBUGT-D-)<)YZN>JIHH8H`7F6#(D:=\#X)P< MX/B`LD6K[=<+92U%L963RUE-)/'%#$.UC:P\KBYKC@$.]7!SD[`%9.'EPK+K MH>PW*X3F>KJ:*.660@`O<1DG`V"LB(JMK+0NGM70@W*D,=='O!7TY[.HA(Z% MKQX>!R%3:?4NI>'=7';==2/NFGI'B.FU#&SUHL[!M0T=/WW].^.L0RQS1,FA MD;)$]H?N&>9\# MX$B#LW#JMO=;#?\`B37-N]>T\\-L9M14?D&?=GS/X^JZ=%%'#&R**-K(V#E: MUHP&CP`[E[1$1$1$1$1%#:FTS8]46]UOOENAJX#\'G'K,/BUPW:?8N<2_JKX M5D3&:KU+HIGPP_#JRVM\<_Z1@'T?@]_4;'>+;?;73W6TU<=515#>:.5G0^1' M4$="#N%OHJEKO6M!I*F@C,$M?=ZQW9T-MIQF6H?[.YOB?Z2JS9-`W'45;#J/ MB7,RNK&GGIK,P_Y'1`]Q;T>[Q)R/;LNHQL9&QL<;6M8T8:UHP`/`+TB(B(B( MB(BI.L^'MJU%4,NU)-+9]0P[P72B]60'P>!CG'D=\=ZBM*:UNUOO46C=?P1T MMZDVHKA$,4UR'BT]&O\`P=MST&0#TM<]XG:CNE/)0:/TN?\`K)>N81R]U'`/ MAS.\,#./,'O`!G]$Z1M6C[.RW6V/FD=Z]35/&9*F3O>\]YSG;N5C1$0]%2+C MHCW5#G5E6(IFW5U=%+3@APB>P1R0G/L$.B+A&R6/TVB;&=0Q7EC8X7-#6M#CACMVNYOL?7KZWPO+HIS4=FJ[I76&HIYX8V M6RN]+&PN9VGI/-ZHW.,:PV+1-WL M,MNJJ&Y4G)*SA MMJZFT=6U$D^E;L]WN-42NYG4DO4T[CX'[GVCQ..N*I\1=6#25@]*@IC5W.JE M;2V^D'6>=WP1[!U/T=ZT^'.C':>@GN]YF].U3*>A?5AE<-];ESG'*#6.FZ^>B@I;I&^2MJ[#MCLLS]4V&/ MMS)<&,$-.^JTD8>T=Y;G&1XA:%;KO3E/:KKHYH(W:<8YAL,')&"K+2SLJ:>.HC#@V1H<.9I:?H(!65$7QP#@00"# MW%:K M8'ZENC[QSTI$1$1$1$1$1%7=;:3M>L++);+DPM<#S MT]1'M)3R#H]A[B/Q]%`\+]17.K9<-*ZF.1C/G@]Z MBN%79ZBU3J_74@YNVJ_#@=>;I^-3Z(B(B*E\6K$ MV_:#NL+1BKI8C64D@^%'-&.9I![B<$?.IC1=X-_TG9[RX8?64DBCEE-4 M'O`RQ\,D>,=^>??RRJ=%HJ\T5GM%()V7"IHKI32=M))R$4=.\]DSS=RGR&2= MUGJK!J6?4-+6R4=*Z&DOQK&.CJ!&UU,87L'J`;R`N]8NW.-CC8:E!I'45-;M M,PLAHA4VQUR=(99.>/FG;((]L>L,O',-M@>JC+O9;G06>]7"_4M)#3U5AIJ% MYFK?594MEKL]V!8!8+E._3]8RQ6ZUO@NPKJJGIY@XAH@?%DO#1VC_7' M=L!C.RTVZ5O9CA:^"%N-42W9_+.,B!P>!@X^'ZXVZ;=5@MND[VS3-99:NQ69 ME936R:WTURCDR^JYH^1KL%N8@0`7;G)&R]7?1E[N-/74[&4\?;Z69:6.=+L) MVDG?`^#OC/XETJC,YI8C4Q-BF+1SL:_G#3X9P,_0LR(BT+W;*2]6BMM-=&'T MU7"Z&1I\",9]HZ_,J9P3N%55:'BMU<_GK+-4S6R5VR%OJM/B"XE=/"(BQU,\-+3RU-1(V.&)A>][C@-:! MDD_,JS1ZDN-?8OU04-E,MODC[:GC,W+431=SPWEP,CU@WFSC'0[*PFNHFU;: M)U7`*IXRV$R#G<,9R&YST6AJR\NT_IRXWMM,*D44#IW1=IR:08SEHSDC&^RT[CJ*R6^@KJ^IN=*(*%A? M4%LK7&/!Q@@'J3L!WG9;/NI;?\GYJ^F::G'8ATK09,].7??YE]DN=NCJO1)* M^E94DX[%TS0_."['+G/0$^P$K)1UE'6QF6CJH:B,'!=#('@'&<9'M6PB(N1< M4JAFD=;Z8US$P!KVSVZM`V[5IC+X\GR*WW=:;'6S15DEFFA[6"-@(AD!E'+GU>5H(P=\`#)R,R=1:KM0WVXW& MELD\ELCU##7.I86-!GA%&(C(QN=RV4!^.IYI) M:/ACIJ"4.#S1MDP[J`\EP_$X*&T<11\9=?TV"",M!<&-YGN)<0``,=_>!WJ.&K:7M+;&Z@KH MW5UQDMP$C&M,N-WK*:2IIJ6%TDL4 M8:7.:.NSB`MZBIJ2D@$5'314\7PN2)@8W?R"TM17J"Q6]E?40331.J(:?$0& M6F21L;2H+#;V5U1!--&ZHAI\18RTR2-C:3DC;+AGO4KE,A$ M1$0KF7!'[/;M475CB8+AJ&LGA(.6EF0`1[2"FHR*3C=I&IF)$=9;:NEC+O@\ M[?7P/,@KIJ(BCM0VUMYL-SM#I#$VNI9:[*T-56.JNEYOM8RR23,J-+.I(7/B;DU!<\AF_0X8D4XD&!*SXAI$#A"&=D\@GLRR M0=H#T]8X.1A?(]-S>Z^KY[E:)JXSVZEB@J6-:V2H>R%[).S>=VO/-U..O@K' MH>"[T[;DRYN?/&9FFGJYZ<05$[>S:#VK6[%S<I;$]T,;FG#@9`.7(.QWV. MQW4V""B9";>2;+0O%UH++0NK[E,8:9KFM=((W/P7$-&0T$[D@?.E'=J*LJY* M.)TS:B.,2.9-3R1'E)(!',T9W!Z+?3*T+1=J&[QU,E#(Y[:>HDII.:-S"V1A MPX8(!V/>M]$1X4%0RHI*B,212L.0]IZ%;*(BIVO**T7.6VT5T]-I9`9)Z6Z4 MAT`(;S!Q^%L<8\%4@VZW2BTK37WGKFQZBE:*QL#HC5TS8)FMF>T M?!#BX-)V!V[BHUK0+-'9Y:.M,;'WJ.B$K)'Q,8)#V+`S&2_D(,9)&&AV,]%( M6>CEO5[M=3.RJEJVZ6I9H9*@RM8*UCR0YV<`N!P2#W'P*BZB.&X:'OL\'NW[ MM"QR4=?1R4A8TU!Y=G>H.UDYN;E<"=B<[$*5N$53:[OJ".T4]6;6\VJIJXXA M(\RQF23TIS.]SN3L^8#J[N.-CLNKZ8DDETY:GRT4M$\TL>: M:5W,Z+U1ZI)W./$[J51$5`XL:FGM5HCL-E/:ZDO9]%H(6GUF\VSI3X!H)W\? M859-'6>QIBV6&F=S,HX0PO^.[JYWSN)/SJN<7K+7U^GZ>\V5I=>;#4MN%( MT#/:>6YV[\`*RZ2U#;]4Z?H[W;)`Z"I9GESO&[[IA\P=E,HB(B)@(B( MB(B+X2`"2<`+E&F9/U><3:K5<9$E@T^Q]#;7\OJU$[QB60'O`&WGLNCWZSV^ M_P!HJ[1=*=L]'5,+)&'\1![B#N#W$+E]JOMXX854.G]92RUNEW.$5MO@:28! M]S%/CI@8`=_9\'KM//#4PQST\K)89&AS)(W!S7`]""-B%D1:-[BJYK-<(;>_ MDK9*:1L#LXY9"TAIS[<*I\.:JU1\-[113F*)U)1-I:VFDP'QS-'+(QS#OS%V M=L;Y\U!SW]S=64+::\S.A?J"2W3QRS=F&L%,X]D(@<8#FM(D.'$G;8C,KIY] MX%XJ-+5]972/MU4^K=7/>P!=T)YBYI'_V2>]5G3-5Z M^05<-8/2LJX%H',-\$C/3$9-JJY.T8^I_5%5&YT-GFJ69F$8)9 M521LE)'ZZ\B,-+2.7&2=W#,OJR[W%E1K2XT=_K(VVJ&W55''#..R#G@\P(^Z M:X=QV.?9BV\77M;H"X$RM9F6F`<2-CZ1&L6M)+I9].U5S?>'%S+C1N9,P"(1 M0&:)DC78V+<%Y)/CY*MW/4%7/+?64&H)A!%J:VT\$D,X=RQ2B'G:"<^J2Y^W M38^"S4M[J:*XR6.LO%5[EMU))0OK)JG[)''Z*R6.(R]1S2.+0H([PN02PW;A%6S5-#35%RT#.\R2T\?KS6EQ.[FC[J+R[O;N M[J=EN]MOENAN=IK(JNCF&62Q.R#Y>1\0=PM]$1$PB81,(F$1$14K76O:#3!B MMM)!)=-150Q26NF'-(\GH78^"WS/GA:F@='W"DN%1J[5T[*O5-:SD(;O%0Q= MT,?]I_IW)Z`BY%>[9=>&^H:K5>G*.:MTS7.,EVM,`]:!_?41#^D?V8+>DZ=O MUIU):H;K9JV.JI)1L]AW:>]KAU:X=X.ZE$1$1$1$1$1?'N:QI>]P:T#)).`` MN0Z@U!2*Q,=V=XOC!ZO)WPPG[HD;$C^C<]/L-GH+#:*2T6N`0 M4=+&&1L'AXD]Y)R2>\E2"P5U'27"DFHZZFBJ*:9I9)%*T.:\>!!ZKF$FB=3: M+G?6\.+@V:W.<72:?N,A,._7L7G=A\B<>)/125EXJ6.6K;:M34]1IF\YPZEN M0Y6./BR7'*X>9PNA1R,D8V2-[7,<,MS'/C MPYNJ^&BHS*Z8TL':N/0Z3EY/18>4$''9C&0,#\6R^24-'+%+%)20/CE_7&.C!# M_:,;_.LL444+2V*-C&DY(:T#?YE[5/U5Q%TKIF0TM9<147$[,H*,=M4/=W-Y M6]"?PL*KN@XBZ_:&U?-H[3DOPHXW!/2,'YB/-7S2FEK'I.VBW6.A93 MQ$\TCOA/E=\9[CNX_P#L84XB+XYH: M:@>"ZBJSX.9]P?-O3N`ZKY0\4#::EELXAV:?3E:X\K*K!EHYSXMD&<>P].\K MHU#6T=?3,JZ&JAJ:>099+"\/:X>1&RV$1$1$1$1%7M4:RTSI6'M+[=Z>E<1E ML1=S2O\`8P9GBNCP3P MU$+)H)62Q/&6O8X.:X>((V*R(B(B(B(BI6JN)&F-.S&A=5/N%W=M';;>WMIW MN^+@;-/M(59.GM:<0WMDUC([3^G#APLM'+F>H'<)I!T'X(^@'==.M%KM]FM\ M%NM=)%2T<#>6.*)N`T?G\^I6ZB(H^\V:TWRC=17>W4U;3'_1SQAX'F,]#YA4 M!_"V6SN=/H/55SL#LY]$>[TFE/EV;^GMR4%YXL6(\MTTQ;-14S>L]JJ>QEQX MF-_4^062+C!IRG>V+4-NO>GY2<$7&@>UN?)S:*1KV^+2#_0O:(B^%S6C+C@>)V4/<]3Z:Y7ZVT@ MQD=M5,:2/($[JIUG&+0\4G84%=57>I[H+;223./L.`/QK5.LN(%ZP--/'@9#ZSA[0K;I?16E] M+,Q9+1!3RGX4Y'/*_P!KW9=^-61$1$18*RDI:ZFDI:RFBJ*>08?%*P/:X>8. MQ7/*SA-::>IDKM(W6Y:7K7G)-!,3"\_A1.."/(8"PMFXP6#:6ELNJZ5OW43_ M`$.IAQ;H:`\FJ-,:AL3A\*2HHS)#\SV=?H5@M?$C0ET(%'JJV%S MNC99A$X_,_!5H@JJ:H&8)XI1^`\._H6;*(B^$@=5'W"^6:VQF6XW:AI(P<%T M]0Q@SX;E5"X\7=`43NS9?F5LYV;%0Q/G3<+?BAWI%(X^<;_P`Y]B\B_<5+!ZMZTI0Z@IF]:FS3 M]G)CQ,3^I\AA9Z7C%I$2-@O3;G8:D[=E=*)\9S[0"%;K5JO3-W;FV7^VU1QD MMBJ6.('F,Y"FFN:X9: M#HC6^I#G6>M'TU([X5NL+3`PCP=(?6(\B"KCI;1VF]*P&*Q6F"EP[%KAD'YE6[GH+1=T)-=I>U2//5XIFL=_Q M-`*K[^#6@VR=K0V^KM\N00ZDKIHR#Y>L5X=PHI6NYJ;6NLZ2[$Y^EJ^^ M]M=/_J7K#ZVW]%4O5&A^*5HJQ66G6=]OEJ#LR4T5;V%6&_@\P+7'^GP7C3%) MIC4U7Z!7<1=KY*5A=_Q8RJQ4\&N'DKNTAL;J23X M]+52QD?0["QOX3VX$&EU9J^D+<?/IG$36D MHQC#;B&#'@<-W7IW"#34[0RXW+4-QC!)#*NZR.`R/+"WZ#A/P\H7!T.EJ)[A MWU!=-_7)5LM]IM=L9R6ZW4E(W&,4\+8Q^(!;V$1$1$1$1%BJ*>"JB,-3#'-& M[JR1H<#\Q53N?#305SHHKG*S M^DE<_P!01V>SUQM&E]=Z[O=\/,&V^W7`3M9^_>6EK`#U.Y'@IO2'#SB-54YJ M=5<0KW1%XRRDI*OM'L_?O/JY\@#[593PSKI,-GXD:R='UPRN:P_2&KXWA%9) M&=G7W_5%PC."YE3=7EKCGJ0`%N4'"+AW1.#V:9IYGC[JID?-GVA[B%;[;9[3 M:V7:4O`U':&;BUW=^)V#PCF_L.`/`J6T_Q1L%?6BTWN*H MT[>A@&BNC>RYB?B//JN'AT)\%T`$$9!1$1$1$1$1$1$/0KF_#3]E_$3_`'PW M\D%TA$1$1$1$1$1$5!U-Q-LMJK_<6SPSZ@OSLAM!;ASEI_#>-F#QZD>"A_U* M:XUK]DUO>?<>U/W]Q;0_#GCPEF[_`#`R/8K_`*=TW8]-4(H;';*>B@[Q&WUG MGQ@E9DM\VNZM/F" M%0#HG6&D#VN@-0FJH&[FRWEQDC`\(Y.K/(;#Q*W;3Q3MT=9':=96VJTM=7;! MMJ1YG`\RNBQ2QS1LEBD:^-XYFN:]>T1$1$1$1$1#T*YO MPT_9?Q$_WPW\D%TA$1$1$1$1$14/4O$VPVFM-HM;)[]?3LVWVQO:N!_#<-F# MQZD>"A?U,Z]UMZ^L;O[@6=__`'/:9/LKV^$LW](&1[%?--:8L.EZ(45BMD%' M%]T6-RY_FYQWC?Y#[IGM&3YA9*+B@^TU,=MXA M6.IT]5N/*VL`,M%,?%L@SRY\#G'>5TBCJZ6NIHZJBJ8JBGD&62PO#VN'D1L5 MG1$1$1$1$0]"N;\-/V7\1/\`?#?R072$1$1$1$1$5%U1Q+T_9:SW)HA/>[XX M\K+=;6]K)G\(C9OGG?R4'^I[B!K?U]5W3]3=F?\`]TVJ3,\C?"6;N]@V\@KW MI?2U@TK0^A6*VPTD1^&6C+Y#XN<=W'VE3:(B(B(B(B(B(B(B(B(B(B(L%;1T ME?2R4E;30U-/*,/BF8'M&$EIJ9;CP]OM3IZJ<>=U&29:*8_A1G M/+GQ&<=P6.+B->=-2-I.(^G9;>S(:V[6]KIZ-_F<>LSV')\@NC6JZVV\4;*V MUUU/64S^DL$@>WV9'?Y+=1$1$1$1<]U[K*N@N$>C]'Q,K-55;*WQGK+* M>[KD#V>0-6GT9J#AQ$S5FF:^KO52&\]]HZAQ)N(R2Z5G7E>W)P-SCQW!ZCI/ M4EIU798+S9JD34THP0=GQN[V.'@]@^<*^ M:7TII_2M'Z)8K7!2,(]=[1E\GFYYW=\Y4XB(B(B(B(B(B(B(B(B(B(B(B(O$ ML4.5S7#(-10-V]VK.TRQ^V2/JSV[>070-/ZALFHJ)M;9+G3UL!&YB M?DM\G#JT^1`4JB(B(BYYQ$UG74-7!I+2,+*W5E>/4;U911]\TG<,=P/MWV!E MN'VC*72-L>UTQK;O5N[6X7"3>2ID.Y))WY1G8?/U)5M7)=3:=N>AKY4:YT52 M&>DG]:\V6/83MZF6(=SQN<>WQ(/1-,Z@M6I[-3WBSU+9Z28;'HYCN]KAW.'> M%+(B(B(J5JSB/IS3M0+=VLMRO+SRQVRWL[:=SO`@;-^??R*K@L_$/73G/U#7 M.TI8G]+;;Y`ZKE;X22_<^P>PA7G2ND=.Z4I?1K%;(:7F'V24#FDD_?/.Y^G" MGT1$1$1$1$1$1$1$1$1$1$1$1$1$0@$8(7/[_P`+K#75ONM8Y:C3EZ!)%;:W M=GS'\-GP7#QZ9\5$C4?$'1?J:LLPU#:(]C=K2S$S6_&DA_I(P/,J[Z6U?IW5 M5-Z18KI!58^'$#RR1_OF'UA]"GT1$5`U_K2JM]9#I32D#:_5E\6>I;/23#8]',= MWM<.YP[PI9$1%3-7\1=.:9E]!DG?7WA_JQ6R@;VT[W=P+1\'Y\?.JV+7Q&UR M.>]UITC8Y-_0*%_-6RM\'R_<>P>PA772FC=.:3IS#8[9%`]P^R3GUY9?WSSN M?9T\E8D1$1$1$1$1$1$1$1$1$1$1$1$1$1$1%2-4\-=-:@J?=)L,MKO+3S,N M5N?V,S7>)(V=\XSYJ`-;Q-T42+C2-UE96;^DTC1%71M_"CZ/^;?Q*MFD=>:8 MU8',M-Q::MGZY1SCLIXSWY8=SCQ&0K4BH&O]:55OK(=*:4@;7ZLKF_8XNL=& MSOFE/_HT=P5O1$1BG//>;)'LV=O?-$.YXW)`Z_2%T+3.H+5J>S4]XL]2V>DF&Q MZ.8[O:X=SAWA2R*G:NXA:=TQ,VAGFEK;M)M%;:%G;5#SW#E'P?GQ\ZK7H'$G M7&]TJOU'6-__`&2D=SUTK?!TG1GS;^(5RTEHK3>DH2RRVV.*9X^R5+_7FE\> M9YW^;IY*R(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(JGJW0&E]5D3W.WAE.N//(56]&XGZ*WI)V:ULS!^LSD0UT3?)_23Y\D^`6K=.+8N MM'%9M&VNMDU?5O,(H*VG,9HCCUI)<[8'M]O@;=P\T5!I.AFFJ:@W"^USNUN% MQDW?,\[X!.X:.X?.KBB(B(N1:EL%TT!?*C6^CJ=]1:JAW/>K+'T>WOFB'TKYF^;ND?S8(\"K?I'0^FM)1N]Q[>UM2\?9:R8]I/+X\SSOOX M#`\E9T1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$5"X@:UFM-13Z:TU3-N.J MZ\8IZ8;M@;WS2GN:.N_7'@MSA_HJ'2]/45E94NN.H:\]I<+E+NZ5WQ6^#!W# MR]@%Q1$1$1%QW4>EZGA_J.?7VD+9'4T,H_\`B]KCC'.&=3+`>K2-R6C;YNG3 MM.WRUZCM%-=[15,J*.=N6N;U![P1W$="%*(B(B(B(B(B(B(B(B(B(B(B(B(B M(B(B(B(B(J%Q`UK/::BGTUIJF;<=5UXQ3TPW;`WOFE/HK*RI=<=0UY[2X7*7=TKOBM\&#N'E[`+DM.[UON=:JVX=DZ7T:"2;LV]7\K M2[`]N%0;5V4G#4:MO=?<):RKMQKJBKI97!],',YR(FAP`:P'``ZXWR25FUA3 MEEIMUTBK+@R>MN=MC?\`Y2^/$;Y8V.8&M=AH<,Y`^,5ZAH:N&AJ9`^0O M?$ZHD=*(G$;?")/*#OCVKF^F[S#;JZBH]3&YV>_6ZEFFJFSS/EI[HUL9+YHW MY+7D8YL;%H)&,#:RS:GEG]%HJVA=31WF@FGHI8IB7`MCYRQ^`.5W*X.!!(V< M,[`F%MVKZJP_&7'.!TWWVLU-J.OJ M]6UUBIK.QU-0]@Z>K=5!I#)6/<"&W>HUCHZE M=46:=W:7FR1]".^>$=SAWC^SIT?3M\MFH[137>T53:BCG;EKV]0>]I'<1T(4 MHB(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B*A\1=:S6/T:PZ>IFW'5=Q]6DI! MN(QWRR>#1YXSCP!6?AUHIFEJ6HK;C4^Z.H[@[M;A<'[ND=\1I/1@[AW_`$`7 M5%\<`X%K@"#L054?U$T\5DJM.T=SJZ>QU+)(G48#']E&_/,R-[@2UIR<`YQG M;&RE+[I^&[T%'0NJIZ>*EJ(:AABY22Z)PL=L[K MQ0:0IJ6GI():^IJFT%/)34+I@WF@8YH:=P/6<&@-!/=YDDQE3PYH)K:VVMNU MPCI_<=MG[?N4VB+C^IK/=>'%ZJ-9Z1I'5%@J#SWFS1;T_2".X@[$=Q4BB(B(B(B(B(B(B(B(B(B(B(B( MB(B(B(B(J-Q`UJZQ/I[%8J47+5-P]6CHF[A@_P!;)\5@W/=G'@"1DX?Z*;IQ ME1=+I5&Y:FN'KU]P?N7'_5L^*P>&V<#P`%U5?UU=:RQZ1N]YH.Q])HJ9\[!, MPN8XM&<$`@_C6C=+]5P7G2]OHJZBF;<:A\-20SF<`V!\F6X=ZN[,;YZJ7.HK M2*Z*A-5RRS3.IXWECA&^5N)6NK)JVKI M8V4\+B9.RFD:.5@R?@LR?G6CI#54UVHK%-6W2!E1755>QL+:-P]*9#)(UO*< M_8R&M:XYR3T4U:M8Z=NU534M#7F22I9(^$NAD8V3LSAX#G-`+F][@TM9*^B=4RNB=/1B,AL3"X\Z7 MN%%0T4+;=4/GJ0'\KB'0OCY6X;ZV[\[XZ*.HM)W-E#26*J,#Z&ANXN,%8'DR M/8)W3-86XV?S'E)S@MWZG"U[7I?4-I-DKH644]10U=P,U,9RULD-5,9`YKN7 M9[?5V(P1S#/1?;#I.^T-1IN:J%$? M.48:=SS?B6CJZU:DU%IR[VIL%!3FIA9%3M=4.<,\W,YSW5L:CLU MRU7:JVPW."GH[;5TSV221SF63M,CD('*!@$S1 M?Z'QGA'=CO;_`&?!Z;8KQ;K]:J:ZVJJ94T=0WFCD9W^(([B.A!W!4@B(B(B( MB(B(B(B(B(B(B(B(B(B(B(B*C\1M:NT[#3VJS4PN.J+B>2@H&[G^$?X,&_7& M<>`)'SASHE^G(JF[7FJ]TM3W(\]=7.W_`/UL\&#YLX[@`!>41$1$18XH88B\ MQ1,87G+BUH',?$^*R(B(B(A`(P5Q[4-MN'"^ZSZKTQ2R5.F*F3GN]HB'_P`N M>^HA'=YCI\WP>HV*\6Z_6JFNMJJF5-'4-YHY&=_B".XCH0=P5((B(B(B(B(B M(B(B(B(B(B(B(B(B(B*B<5]?4V@K$RI[`U%RJRZ.CA(/*7`#+GD=&C(VZGIX MD_5PV_;"[ZE/\`H)[]7#;]L+OJ4_Z">_5PV_;"[ZE/ M^@GOU<-OVPN^I3_H)[]7#;]L+OJ4_P"@GOU<-OVPN^I3_H)[]7#;]L+OJ4_Z M">_5PV_;"[ZE/^@GOU<-?VQ'ZE/^@GOU<-OVPN^I3_H)[]7#;]L+OJ4_Z">_ M5PV_;"[ZE/\`H)[]7#;]L+OJ4_Z">_5PV_;"[ZE/^@GOU<-OVPN^I3_H)[]7 M#;]L+OJ4_P"@GOU<-OVPN^I3_H)[]7#;]L+OJ4_Z"^.XT<-'M+7:@):1@@T4 M^_\`Y%S"'B#I/0^IO3M&79U=INXR\U?9A3RQFE>?]-"7M`QXMSY=,GJ(FRQ/P1S-<,@X.XV*V$1$1$1$1$1$1$1$1$1$1$1$1$1$1?' M-:[X0!]H7SLV?$;]"=FSXC?H3LV?$;]"=FSXC?H3LV?$;]"=FSXC?H3LV?$; M]"=FSXC?H3LV?$;]"=FSXC?H6M<6,%OJL,;^M/[OP2J3P-8T\*=.$M!/8OZC M_P"Z]7_LV?$;]"=FSXC?H3LV?$;]"=FSXC?H3LV?$;]"=FSXC?H3LV?$;]"= MFSXC?H3LV?$;]"=FSXC?H3LX_B-^A>D1$1$1$1$1$1$1$1$1$1$1$1$1$1$1 M$1$1$1:UR^U]5_!/_JE4G@9_FITY_`O_`"KU?TZ+0-WM8MXN0KZ=U&YQ:V9C MPYKCS%N`1U.01LO4EUML!G^:G3G\"_\J]7]#T7,K13ST]HTO63T MU0REM]XK9:F-T3FNC:\U`CD+,9(S(W?'1P*AJ>TWBFM%?2R6^=M=UIF> M]W><,;XJYZ:JZVNLM/57"+LZAY>".0LYFA[@U_*=QS-#78[N92J(B(B(B(B( MB(B(B(B(B(B(B(B(B(B(B(B(B(B(B+6N7VOJOX)_]4JD\#/\U.G/X%_Y5ZOZ M(B(B(B(B(B(B(A('54C4'$_1ECJ312745M?G`I+>PU$I/AANP/D2%$MU[K&Y M@.L'#&ZOB/*STQING9U(FKWO./#+1U^;".OW%B MG':2:%M-6WXE-=@QW_F&%B=Q3EM9QJS16H+,P#UJ@0BI@;[7L_,KCIO5NF]3 M0]K8KQ2UNV2R-^)&^UAPX?.%.HB(B(B(B(B(B(B(B(>BYY#J'7-WNU\@T_;+ M`:*V5[J+FKJJ9DCW-8QQ.&,(QZX6SV_%7Y,TA]>J?[I.WXJ_)FD/KU3_`'2= MOQ5^3-(?7JG^Z3M^*OR9I#Z]4_W2=OQ5^3-(?7JG^Z3M^*OR9I#Z]4_W2=OQ M5^3-(?7JG^Z3M^*OR9I#Z]4_W2=OQ5^3-(?7JG^Z3M^*OR9I#Z]4_P!TO$[N M*DT$D+K=I$![2TD5U1MD8_U2AM&6?B?I?3%OL-/1Z5FBI&%K9):V<.=EQ=N! M'CO4YV_%7Y,TA]>J?[I.WXJ_)FD/KU3_`'2=OQ5^3-(?7JG^Z3M^*OR9I#Z] M4_W2=OQ5^3-(?7JG^Z3M^*OR9I#Z]4_W2=OQ5^3-(?7JG^Z3M^*OR9I#Z]4_ MW2=OQ5^3-(?7JG^Z3M^*OR9I#Z]4_P!TG;\5?DW2'UZI_NE+Z"OM5J32]+=J MVGBIZF22:*2.%QQ.^#R95C1$1$15'6^N[3I-L--(R:OO%5M26RD;S MSSGNV'P6^9\\955CTCK'7!])UY=I+5:W[LL-JEYM<<.L#5#'ZETRTX]UJ9F*JF;XS1_=`?&'SG.RZ;9;M; M;Y;H+G::R*KHYAEDL1R#Y>1'>#N%O(B(B(B(B(B(B(B(AZ%4;AO]L=<_QBE_ M(0J\HB(B93*(B(B(B(B(A5&X._L"I?\`;*[_`)N57E$1$143B%K*IL\U+IW3 ME(+AJJY`BEION86]\TG@T;^W![@5ET'H2FTV9;K<:EUUU+6#FK+G/NYQ/5C/ MBL'3'?CV`79$1$1?'-#FEK@"#L05R34&G+GP^N4^K]#T[IK7([M+M86'#'M[ MY81]R\#?`_HV72-.7RVZCLU+>;34":CJ6TCN<#L1XJ41$1$1$1$1$ M1$1$0]"J-PW^V.N?XQ2_D(5>41$5&UE4RU>L=+:8EDDBMM>*FHJ0QQ;Z08FM M+8B1]SEW,X=X;@[962JI++)JPZ=;0U,';VUTLC8'AE.^(2LZM!R':^A9(97?87PLF:'MV^Z#'`YZ!W>O%CUM?*Z/3E;4VBBCH+[V MD,!CJ'%\,[6O:&2]RLLU,VEL\='/4,FG(F,
)&WGM.Z8N5UK=3:K MI*V2!U+05D<-.U@(+6F%C]_'X>_FK4B(B%4;@[^P*E_VRN_YN57E$1$4'K+4 M5'I33==?:WUHZ9F61@[RO.S6#S)('XU6>%VF*VCAJ=6:DS+JB]8EJ2[_`+-' MU9`WP`&,CQ`'A5&X;_;'7/\8I?R$*O*(B*+OEDH+U'3BK8]LU-*)J M>>)Y9)!(!CF:X=-B01N"-B"%CHK%3T]W=>)JFIJZ_P!']&;+,YHY8^8.+0UC M6C<@'.,KW;++36VX7.OAFG?+<96S3B1P+>9K`P$#`QZK0/F7F\V*GNM9;JR6 MIJH9K?(Z6`PO`Y7N86$G(.?5<1\ZC[CH^BN,)])K[DZK;4LJH:QM1B6![&EK M>3`Y0,%P(P0>9VCK50&BDIWUKG4-;/7Q!T_.3+*'!^2[J"'NV)[\]=U%Z!TG/0:=LT5Y M-4VNM[)1%"Z5CF4[WEP+FEO4\KB!DG`)`PIBWZ0MEO-C]&FJP+-3R4](#(#R ML>`#G;UC@#KX+09P]LT,=M;1UETHY*")U.V:FJC&^6$N+C$\@>LW))[B,[$+ M@/*UH/L4FB(B%4;@[^P*E_VRN_YN57E$1$7*]4-_5AQ5M.EW9?:; M#$+I7L^Y?.=H6'V9YL>!*ZHB(B(B(B@M::>I=5:8N-BJP`VJB+6/(_6WC=CA M['`%0G"._P!3?M&4XN+C[JVZ1]!7`]1+&<9/F1RGVDJ\(B(B(B(B(B(B(B'H M51N&_P!L=<_QBE_(0J\HB*D72IOU'J2P6UUX/9W2HJQ)R4\?V-C(W/8&Y!W& M`"3G._1;]5J>BL%,(;W7"::E;&*RIC8`V+G.&O<,[`]3@''4X&ZVAJ:V2W"* MWQOGS//)215#8B8C.QI+F7F: M#[1U6IJC50CT[J,4#YZ"\T%KDKH65$`#BT-):\`Y#AD8(Z@[$#92$^JK=;Z0 MRUCYGMIH8I*V:*/F;3!X!#GXZ#O.`<#LBIA3R0B/LI'1L(C8<`NSS MT.&1C8A4P:DGH-0:PDNE4\VBS4M/4-9'`'.:'L>YYV&78Y-O#?*D8-9V M645_.ZIIW4;(I'-GIW,=(R4\L;F#&7!S@6C&^=E)VB[TUU]+;"R:*:DF,$\4 MT?*Z-_*'8\""'`Y!(W4DB(A5&X._L"I?]LKO^;E5Y1$1"N9<&VFX/U9JN3>2 M[7B5L;L?Z&+U(QGZ5TU$1$1$1$7,=)`V?B_K&RMV@N5/!=HF^#O@2'YW?T+I MR(B(B(B(B(B(B(AZ%4;AO]L=<_QBE_(0J\HB*NWNS5E=J73UU@?`V&V/F?(U MY/,_M(RS;`P,9SOU\E&UNG+S'JNJNEKGMCJ*XMB]*;6P%\D#V-Y0^+&QRW`Y M78`(!\0ONGK#J*R5U310W"A?8#535<(+'"IS(XO,1/P0T/<3S;G&V.]1MLT3 M=**CTS`:JC>ZT4E9`\YJW/P5:+KHVZ5D]ZKJ:KI(JR>YT M]SHA*POC#HX6Q&.4=[7`.R1TYMNBR7;2UTO%KI:>X4]H,[3)(?1NT@-)*0T1 MO@D:.8%N#DG'-G&PV4[8C?8;A4T%QD@J:&GIX&P588YDLDG)B3GSZI)(YAR[ M#.#NH:[:4N5=)K7LYZ1K+_01TD)<79B+8WLYG;;_``R<#P6K>M%7.YU-94QU M]-33.H:&.F>&N?V<]-,Z9KG#;+2YV".N%8K?'JP1TDEPJ+29GU&:J.%DG9LA MY3M&3N7EV#EVV,C&V38$1$*XCP^XG:)TYIEMGO%Y-/705E9VD7HLK^7FJ9'# M=K2.A'>K-[]7#;]L+OJ4_P"@N@3U=/!0R5TLG+3QQ&5S\$X:!DG'7HN?CC5P MU(!_5"[?_P#"G_04IIWB;HK4EVAM%FO!J:Z5KG,C--*S(:,G=S0.GFIG56J+ M'I.@CN%^K32TTDHA:\1/DR\@G&&@GH"J=4\:>'1IY1#J$]J6.Y/\BGZXV^X6 MQP&B;%PIL!&YD;+(XXZDS/)4CKBYUC+UI?3E'42THO-7(V>HB.'MBBB,CF-/ MW)=@#(W`SC!W6AJ&[3:0U3:(:8U-307*DK#)2/F+^22",2A['/)+<@.:1G'0 MXSU\5/$&L9;G5#K"ZF=56:6Z6U\M0',F#(P]['\HRQP#@<;Y'@=ELLU3#2U% MMK;U#-%(-/S7*6:*H)B#&F+G'9[`N]9I!QMD@'T$,YY9(I:E@:YKA@N:X<[2"!N",="?N ML+]5UL-$;9'*RD@U'1T,E2RI,9>X5#6R-Y!\)F26')Z]V!E3-)K#TVOIXJ.U M5-11U+YHXJF-KB&NCYL%^6AK6.+"`[F.^,@9491<07SVBV72JM$=O@NH::)] M76L8R0EA=REW*0QQ(PT'X6>[HKW2R/FIHI9(C$][&N=&3DL)&2/F7.KHWL>. M]AF;C-18ZB)^V^&RF5`$;#4@SXK(^:)D MC(WR,:]_P6D@%WL'>AEC'61OAU"^\[3SB,GA>'%DK'!CN5Q#@<'P/FOO:Q[ M_9&[;G<+YVT7.&=HSG)P&\PR=L_T)-+%"PR32-C8.KGNP!]*/FB8YC7RL:Y_ MP07`6VF2,D!+'MEY[-GQ&_0@8T'(:`?(+Z0'#!`(\ MUAJ:=DM/+%@#G86YQTR,+G_`25SN&-KI9=IJ.2HII!CH6S.V^@A7&_V.FO45 M*99)(*JCG;4TM3%CGAD`(R,[$$$@@[$$J&O.G'31U]XK99+CEI&,BY6 M1![?6#&`D\SB&@DD[``8&Y=(>ET, ME/<;I-5S^YTMMBJ71M#V128#W8&Q>0UN7;#U>@RY:*I[C65];/<*AE15,I.1\;6@T\E,YSXI&Y!WYGN MR#D$'"R7#1\5QIZOTJOD]-JYJ66:HCC#'QL:TY`;S`D]3ZQWZ8UJC0PD MEJ&0WJK@H9KG'=13-C8[LZAL@D<6N()Y7.',6G.Y.#OA;5HTI-:*NI]#OM8+ M6^22:"W.8PQP22$EQ#L(-'BGTU;=.QW)TE%1T[J9\=13LD9 M4Q$8`D;T)'4$8W^<*Q6JAAM=KH[;3N>Z&DA9`PR.YG%K6@#)[S@+G]4?3./E M!&PN+;?I^25_@USYN4?B72T1$1$1$1$1$1$1#T*HW#?[8ZY_C%+^0A5Y54XA M1S.MEMG9^L4UVHIZG^";,W)/D#@GR"J6O+`;C=M8SBS2U3Y-.1QTD@IG/YJI MKIB.0XW>.:/<;CZ5ZNM!<*^DU30U=OJY+G6QP2V6J[)WJ$0L#`'X^QN9,'.. M2#ZQ.^2O.I]+WA]RO-+;:5CXJV.&\,J.S'*ROI\#D`\9"V+YNT\5?=,4SXK8 M:^II/1JVX/\`3*F(CUF.7PO&-N<%K@[[KX)Z!1EJT[>*.R:?99K744-X?I:LI9YA"Z)PJ"(NR M;(_&QRU_+D[=RL_ZGZ74=6QM-;9[?:ZNR2T5QAEIS%]D)9V0Y7`9?'B0\PSC M(WW"C+39=15=?0SW6V!C+Q1MMMV;R#U!3'(E=MN)1VK0/!T?@L=987,KKM7P MV2<5;=64E133,I'HT]>[;3/JY+-6@D9>T.R! MWX(7RHJ*JYZRL$UM-R%OAAJ37!S)88\\K>R#FN`!.>;;!/CW++:(IF\1=15# MZ:H;3S4-%'',Z%PC>YCIR\!V,$CG;]*SZWI+?LW<8R-]_#*I]!3ZAI8[::^2XW;3]#>'M;)4P%U3)2F#$XNM=;Z1D):T5HNM(T_=13`%V/(.P/G73T1$1$1$0KE_#1PONMM;ZN&74\ ME4RV4;^XQPC#B/(N(*Z@B(B(B(B(B(B(B(>A5&X;_;'7/\8I?R$*O*\R1LEC M?%*QKXW@MH[EO;(B;(FR^9&<9&?!?5'4-YME=++%25;)'Q3OIG@9& M)6`%S-^\`@__`.%2*(B(A5&X._L"I?\`;*[_`)N57E$1$7+>*L4VF[Y8^)%' M&7,MSO0[HQHR7TDAQS?^%QS\X\%TVFGAJJ:*IIY6RP2L#XY&'('2]LYI(YV MD\KFM!QYC!'?$Q:GU3;],ZY:J"?3=5W3,B<0Z.)KWRA[PW!.&C+_ISE2,MWN=)<:.@??Z:6@NMPAACGAE$ MKZ5KHI'\IDY0#VCF-#=LCF."?5Q#M?+1:)XA5$-6^:KH+W45$,SBWG[5@B-TA:.MUOJ<<1[U3F M&@A8Z&P4P%=71$1$1$1$1$1$1$0]"J-PW^V.N?XQ2_D(5 M>41$0C(PHYEDLS(Q&RTT38VR]N&B!H`D^.!CX7GU7FIL%CJJ6>DJ;/034U1) MVLT,E.QS)'_&<",$^9W66HM%KJ8Z:*HMU++'3#$#7Q-(B&,8;ML,;8'`0/JHX!&Z4#O M(R3OU._524-DL\-+-1Q6NC933#$D(@;R/&P]Q'_H50K1J^\:%KH=-\19#)1N(9;]1!I[*<=`V;XC_,_/\` M&/5XI(YHV2Q/:^-X#FN:N1L9&QL< M;6M8T`-:T8``[@%Z1$1$1$1$1$1$1$0]"N5V6]UFEKWJR"JTIJ2L;67B2KAF MH:#M8WQF*-H/-D=[2IKWPOW#ZS_FK_$GOA?N'UG_`#5_B3WPOW#ZS_FK_$GO MA?N'UG_-7^)/?"_^%^X?6?\`-7^)?'<1`QI>_1.LFM:,DFU]!_QK7M_% M&BN='%76[26K:NDE&8YH;;S,>,XV(?ON"MGWPOW#ZS_FK_$GOA?N'UG_`#5_ MB3WPOW#ZS_FK_$GOA?N'UG_-7^)/?"_^%^X?6?\`-7^)/?"_9UBNKB^$>/92=6>SZ25LTW M%>DMTC*36]ANFFJKH99XC+3./X,K`<_1\ZN=IU5IN\,#[7?K=5@]T52PD?-G M(4R"#N%XFFA@87S2LC8.KGN#1^-52]\1]#V3F%=J6@[1O6*"3MI/9RLR56GZ MVUGJC[!HC24U)3/_`.];XWL8P/%D8]9W_O92.G.&M+3W-FH=5W&;4FH`EK>'NZN@8823XY80HGWFM#M:1!3W&#;#3%<9ARCP'K?,O3.#/#X/:^> MT3U/+T;/73/`^;F5HLNCM+6(AUIT_;Z20?Z2.!O/_P`1W_&I]$1$1$1$1$1$ M1$1$1$1$1$1$1%K7+[7U7\$_^J52>!G^:G3G\"_\J]7]%!W.ZU5)J6QVR-D1 MIZ\5':.<#SM+&!PQW8W.55Y]>55+;1=Y:-DE-60U;Z*!N0\.AD#&![L[AX/- MD`K5 M=34/8ZWF7EC#01)SMY3D]=N["AGZ&MDT4E+42ROHFQ5$5+",--.)W![R'=Y! M`Y?BC;=2--8!%%<725CWUEQD:ZJJ&M#"YK6A@:T#X(Y1CVDE88-*T4&HQ>XI M7L#1EM.T`,:_LVQ9'ER,:.7QW5C1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1 M$1$1$1:UR^U]5_!/_JE4G@9_FITY_`O_`"KU?T1$1$1$1$1$1$1$1$1$1$1$ M1$1$1$1$1$1$0KDNF]0<4-4TU7<;2[2E/1QUD],QE5#4&3$;RW)+784QV?&+ M[[T3_(57Z2=GQB^^]$_R%5^DG9\8OOO1/\A5?I)V?&+[[T3_`"%5^DG9\8OO MO1/\A5?I)V?&+[[T3_(57Z2=GQB^^]$_R%5^DG9\8OOO1/\`(57Z2=GQB^^] M$_R%5^DG9\8OOO1/\A5?I+Q-3\8)HI(GU>BN5[2TX@JLX(Q\91>E=.<5=,:? MHK#;Z[2$E+1L+(W3Q5)>07%VY!`ZGP4OV?&+[[T3_(57Z2=GQB^^]$_R%5^D MG9\8OOO1/\A5?I)V?&+[[T3_`"%5^DG9\8OOO1/\A5?I)V?&+[[T3_(57Z2= MGQB^^]$_R%5^DG9\8OOO1/\`(57Z2=GQB^^]$_R%5^DG9\8OOO1/\A5?I)V? M&+[[T3_(57Z2WN%^HKOJ.RW">]MI!6T=RJ*)WHC'-C(C(&0'$GO*NB(B(B(B M(B(B(B(B(B(B(B(B(B(B(5S?@=^Q*M_WO6_E2ND(B(B(B(B(B(B(B(5S?@K] MJ-2?QBKOZP72$1$1$1$1$1$1$1$1$1$1$1$1$1$0KF_`[]B5;_O>M_*E=(1$ M1$1$1$1$1$1$0KF_!7[4:D_C%7?U@ND(B(B(B(B(B(B(B(B(B(B(B(B(B(A7 M-^!W[$JW_>];^5*N]7>K925@HIJMGI7)VAA8"][6]SG!H):-CN<#8K6GU1I^ M"%L\EWI1"Z$SB0/RWLP<%^1L&@CKT6Y;KK;[DZ5M%5,F=$&EX;G+0[/*<'N. M#CV+2DU18(W5(?I-:=ON5# M;ESZDC<@[UN`@@$=Z^H5S?@K]J-2?QBKOZP72$1$1$1 M$1$1$1$1$1$1$1$1$1$1$0KF_`[]B-;_`+WK?RI6QPU>\56KZ>L(;?!>9WU' M.,N,9QV#L=2SLP`WV'ORM"6L-SX+ZBNDM-202SVZX@MIF%K0`Z8=Y)W.7=>K MBNA6MC/0*60-'.:>,%W>0&[?TE4G3[:XW'7#X*RCAIFWL&83Q%V6"GIR_P!; MF``Y98LZP M-LY^RC)%.8N8,W;U!Z'KXY7QESU)#<::S.O]1)%'J4VX5ABB,D\!I'3[ M3?[W<[)'?8K]21&>WU3IZ,.#Y(YFM+ARL+?L9C<.4AW,",9WP5`WV[W\Z6KX MJB^U6 MF:\1@G8.>6@`]<9QOA8=-5U=;YZ2GI;C(^.HUG74M22&$SLY)7^L<;'+&],+ M:M%XOXK[/5U%[J*B.IU'76J2G?'&(W0L[8=DW<'IMA;5BN^I+@R@K! M<8&QBGK7W%[RQT#7L>1"8R-RSKDCJT;D'K)Z,OLQ-=37^>HI*RG%/SLJY8W1 M$RZB.* MSUMN]'IQ''V;F2]F)&/]7):>.:)Q(#XW!S3@X.X\P0N><%?M1J3^ M,5=_6"Z0B(B(B(B(B(B(B(B(B(B(B(B(B(B%,]<>2R26^@DH?<^2BIWT?+R^CNB:8\>'+C&%GAAB M@A9#!&R.)@PUC!@-'@!W*.?I^PR&4R66WO,Q)D+J9A+R>I.V_P`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` L;9ORCE%(B(B(B(B(B(B(B(OV#_T8?\VS_P#>$W]5B[$B(B(B(B(B(B(B_]D_ ` end GRAPHIC 20 g956162.jpg G956162.JPG begin 644 g956162.jpg M_]C_X``02D9)1@`!`0$!KP&O``#__@`\1$E32S$R-#I;,#A:0E4Q+C`X6D)5 M-S$T,#$N3U544%5473$U,#$T7S%?4T505%\P-E]&3$]7+D504__;`$,`!P4& M!@8%!P8&!@@(!PD+$@P+"@H+%Q`1#1(;%QP<&A<:&1TA*B0='R@@&1HE,B4H M+"TO,"\=(S0X-"XW*BXO+O_```L(`@\"%P$!$0#_Q``<``$``@,!`0$````` M````````!@<#!`4"`0C_Q`!@$``!`P,"`P,%"0D,!P0)!`,!``(#!`41!B$' M$C$305$4%2)6813/ARLS@_'A<3W2[O<]M+\/-07`'WLU6UM'$ M[VAS\[+Z*KC)#6<2(*2/.\=#:8^ MF>YSMU[/#W4$KLU'$[4Q`&PB,Y6WU_P!;?I-O MV%]'#:ZP`"AXDZLC#3EHEJ&2@>.EKPS'I"6*2GD)]F-E\.NM;6L?^T'#.XF-OOIK34LJP1X\@W'SK M>MG%O1%;.*6JN4EIJ\X,%T@=3N'QEWH_K4ZI*NEK(&U%)413P/W;)$\/:?B( MV69$1$1$11O4&N-):=YA>+_0TTC>L7:<\GY#72VC]17K/O9F MTO80'_G?]2&Z\8+D/]#TO8+,UW?<*UT[@/BC[U]=IWBM6$^4<0+=0-/445I: M_P"8O.5E=H#4TQ'E/$_4)!.7=@R*+)]F!LO'N6O>2^;B#K1TA.7%MP:T$_%R M;)[E;?7_`%M^DV_83W,JZ$.\BXCZPB)'[Y6-DW_)'S+[)HG7,+`;=Q2N39`< MGRN@AF:?[,+QYOXQ4`#J>_:9NN#NVJHWP%P^-FV4.K>(]LWO'#GRN(=9K37M MD/R1N])9*7C!I+MFTUY;<[!4NV$5UHGQ;_[PR/G*G=LNMLNT`J+7<*6MA/[Y M3RMD;\X*W41$1$1?'.#02X@`=2>Y0R_<3M$620P5-^IYZK.!3T>:B0GPPS.# M\>%Q1Q#U-=@?N7X<7FIC/O9[D]E$P^T2^72]DCQZ+6MDJ9`?; MGT5ZCT;Q`J.9USXHU0!Z,H;;#"&_+N5]/#2X3@>7<2-72[DGLJID0S[,-./B M7SW*V^O^MOTFW["#A=-$X/I^(>LV2#O=7M>,?%R+[]PFL((R*'BE>6R#WIJ: M6*<8]H/58_-7&"@;S4VI]/79S<8;6T#H.8?'&@U9Q)M>3>N'8K81[Z:SUS9# M\D;O2*SV_B_H^6=M)=I*ZPUAV["[4KH"#_O;M^:: M=)1D\OGF[9AI_C8SWSQ_]X7IO#&OOA$VO-7W.\9W=0TKO):0>SE;N?CV*FEA MTCIG3S0++8Z&CG-/=;=2UL)_$J( MFR#]84#K.$ME@G=6:3N5RTQ6DY+K?.[LG'^=&XX(]@PM;SMQ/TCD7JU0:MM; M.M9;`(JMK?%T/1Q]C?G4LTCKC36K8W>9[@UU2P??:28=G/$>_F8=]O$9'M4G M1$18:NJIJ.GDJ:NHB@@C',^65X:UH\23L%6U3Q.GO-1+0`QGN*\-T)K'48[76VM:F*%^YMEC_T>$#X)D/I.'QCY5)]/\/M M&Z?Y76S3]&R9O[_*SM9<^/._)4KP$1$1$1%@JZ2EK8'4]930U$+NL:">EUI;&_OQG#O``[.^3?V*:HB(L%;5TM M#2R5=;4Q4]-$.:265X8Q@\23L%6M1Q(N6H:B2AX;V!]W+'W&=U9+6M8T-:T-:!@`#``7U$/10C3>IZZ?65\TY=1'R1.,MNF:SE[6-O*)& MNWQS-<]OQAP*P6+67#``Z."ZU M3J:WU%-1RT]RDHRZZLH)&OI7.<9N;>%PQZ&?A=-P1G(62FUG8:BX14$<]1VD ME7)0A[Z61L?E#`28R\MP'8!(!.^-E@UK=ZRU5.GVT];!2P5]P\DGDF8"&M,4 MCPX$D8.6`;^*S6V^10>3-KKM#6QW*K?!;YH("&O+6DEA+]KZJKHXYI7-:&@N(R2`.BD M*(H;K'A[8M3R-KRV2W7J(\T%THCV<\;AT)(]\/8?D(4;MVL;_HNXPV/B-RRT M,SA'1ZBA9RQ2'N;,![QWMZ?)ERM5KFO:'-(+2,@CO7U%$M!T,U? M>*P\M%;:4M75$-XXF5G;,!YX+!3.Y::G\.<@_?'? M+\I&RM"BHZ2@I8Z2BIH:>GB&&11,#&M'@`-@LZ(B(B(B(B(HYJW1FG=6TO87 MJW1S2-'WJH;Z$T1\6O&X^+I[%!#<]7<,9&LO\M3J31^P%R:S-70CN[4#W[?Y MW_T:K4MM?172@@N%OJ8ZFDG8'Q2QNRUP/@MI%&M;ZPM6C[:RJKNTFJIW=G24 M4#>::ID[FM;\V3W9\<`PRVZ)OFM:F&^<2IB*9KNTI=.P.(@@\#*1[]_L_P#^ M1:5+34]'3QTU)!'!!$WE9%$P-:P>``V`69$1$1$1$1%`-6\.*"YUOG[3M4_3 M^I8\N97T8P)3X2LZ/![^_P`<]%AT;KJL==FZ0UM1MMFI6C[T]O\`V>X-'X\3 MO'^;\W>!8J@?$S5%QM<=#IW3<0GU/>7.BHQ^+3L'OYG>QHZ>WQQA=/0>C;=I M"UF"`FHN%0>TKJ^7>6JE.Y2I2B(AZ*`W31-5=7F>6JCHZIEU? M51S0.+B:>1@CFB.0,%S`?B.#W)4Z9U!#4ZCJ+5+0TXN$U&^",2N:1%"UK'QE MP9Z!!Z[=%FCTA M=V]AF2C]#4TEY=B1W[D[F]`>C[[TOBVZKOZFM-?A[356'25HLU:^%]114S M8'NA)+'#U!59Z1J;AH M#54.@[S4S55CK\FPUTQRYA`WIGGQ'XOR8ZX%LJ,:_P!5P:0T])" MGZ(BBFNM4R:3BME:^D;/03U;8:M_,0ZGC()=+[0T#)'@O6K]3OLD]EI*2F94 MU-RK8J?+GD-AC>>7M#CKN6@#OS[%V1>;5YQ%L-PIO+=QV/:#FR&\Q&/$-WQU MQOT6"AU+I^X5+:6AO5!43NC,K613M<2P'!<,'<`K+1WVS5L53-2W.EEBIFA\ MSVRC$;""0XGN:0"0>AP5Z9>;5(V9S;A3'L1F4=H`6=,9'4=1\X\5A.HK"V"* M=]WHF1RR.B87S-;S/;DN;@]XPK9J.&DO5#-+6M<^F9'.TF8-SG ME&=\8/S'P64W^RM-2'72D;Y-$9IBZ4`,C!P7DG\4$$$]`=EHUNLM-4MKN=R\ M[4T\-MC$E2()`]S`1ENP\>[_`/*[M+4155/'40/#XI&AS7`Y!"RHB\R,9*QT M\=WR#-Q-( MTJ!\.-.UUVN#^(FK8 MN:\5KN_B2K/1$1$1$1$1$11?7NC[?K*R&@JBZ"JA M=VM'61[24THZ.:?#Q'?\8!'+X8:HK[M2UU@U$T1:FLD@@KF[8F'XDS?8X?K^ M,+C\-&LU)K75NN)FE[&5'FJW\_6**(#GP.[F<0?G5J(B(B(BQ,J()&&2.:-S M`>4N:X$9Z8ROHGA,3I1*SLVYR_F&!CKNN3IR^,OGG3DIS#Y!7249R\.[3E#3 MS#'<0X;+M(B(B(H-Q@L7GO0MP?#Z-PMS?+Z*5NSHY8O2!!]H!'RJ0:0NXO\` MI>TWH#!K*6.9P\'%HYA\^5!:B,:GXW,IY_3H-*T+9A&79'E4V[78]C>GM"M- M$1%'M3VQUVJ;52RT+JF@[285?I-#1&^"2,@@G)R7CH"H;'I/45-9[-#59N5= M1W6DS*R1K<45,]W9D\Q&7EIYCCJ7>Q9JNT:AFU)1U?F3D@I=0NJR:>2)DP2XR'.DRX9FR=F'8=DAQ< MW..@RM&Y6BYP6R]U5VMGJ6A:)*J&(,J6RO`B;RDM8,R-Y?Q<#<[E;E M50W:YONM1#9:V&_F>BKI(*FHA9'61P'E$;70O=V9/I$%QZX[AMUS8:RHGL%? M#IQU`YM[%?6125+990T4[XN>1W,0YV7-V:3L!W[+3CTU>^2$"W/C=]UDUT<1 M+'EM.X/`?L[KZ8VZK!;]-WI^F*FU5NF0RZ45IJ+=!7&N$C:DOCY`8FEWH!V` MYW,&XZ#/=]O&DK[74E?34]"V/MM)1VQA=*P#RAKG'DV/3?&>BM&C=*^EA?-" M89"T%T9<'%A\"1L?D69$15&:?L M%?>I:>2>*BB,TD<9`<6CKC.V5NQU+>PC?4T;%VK.T>,M;S#)'B`M:NNEOH**JKJNLABIZ5I=.]SQB,#KGZEL M"I@^]??6`R^\!<`7?%XKT98P\,,C0X]V=_\`[V2*6*9G/#(R1OPFN!'ZE[1$ M52<2*AFD.(&G-:QCE@JHIK=7M&W:@,+XL_$0?F"]?^CM&:/1=?:9@&U=ONM1 M!.W&#S>BR57W/1ZBAJ9J6GI7FULX#G!H/OD=1MU*P6^:B M@EO4\].R2`Q!\;FLPYH(Z$@J:HB(B(N3JNIAH],7BKJ"WL8:*9[^;I@,*CW! MN"6FX8::CFYN8T;7^EUPXEP_40N1HP^3<8N(5+*3VE3'0U$7,=RP1EIQ[`2` MK.1$1EMLM)3R-DEJJMY9!!"WF?)@9<>X``=22!T[R%H,U7:WOM[`RK! MKJZ2@CYH"SEF8UQ<'!V"!Z#L'OQMMNI`BY&JJZVVW3MQKKQ3>4VZ"$OJ(NR$ MO,SO]$[$+9M5KM=JI^QM5NI:*%QYC'3PMC!/B0`L=]O%)9*)E;6-E,+IXH/O M;.8ATCPQN?`3<<=)RRDB.JM=73Q9.W.T\QQ[ M<*S41%S-26Y]XT]=;3'-V+ZVDEIVR?`+V%N?DRN'HZOGI-,6VT5ELJX;K0TL M=+)3]B[D+F-#.9LF.0L.,YST/CLHY56VYU<=RHI:*=FH67UM51UW9N+>P[9K MFN$N,!K8>:,MSG8C'I#/2US;M2RZ0U7!/6PW)E722QT5'1V]S96EQ/*TGG=S M[$#H.F5R=965MVO=^J7666JCETL8H'.I'.YJGG>6@9'[H,MQWCV+;?9+GYSM M%;34DA%[M<=NN\CVX="6-#A([(SDM,L?QEG@L+;>]VJZRW72V7=TC;G%66VH MI80*80M:P-!F#?O?)RN:69&0=@>9<:ILMVJ],ZGME/;)*Z&HL[_)I:BB,%7' M)SES:>3.&RD9+FO`SXY)!/6NM!-5LU3136>JS74<+K&]M.X=B1%@,!QB%[9@ M7[X]]GN.#-/B2^:OK+M;*F>I\W4HAK(*8]H^402,E=`XC'/Z6-NN0-U).'\5 MP@BN<-=!`6"=G95L5*:4U8[-HYG0GWKQCE)&`<;`=%,$1%3/_I*-=5ZY<[&CJ0R&3F/_F'SK>K)_N!XIR5]2X1Z>U9R,DE.S*:M8,#)[@\=_B3X M*V$1$7)FU#989)V2W&%HIW%LTA)Y(G#JUS_>@^PG*ZR(FR;+3NERH+32FLN- M5'34X<&F60X:"3@`GVD@?*O%#=[;7U$M-25;))XFA[X]PYK22`<'N)!^9;Z+ M2MESH;I'-+05+9V0S/IY"W/HR,.'-W\"MU$159Q8N$M^JZ#AI9I/RA6;24\5)2PTL#`R&%C8V-'XK0,`?,%67$QD^EM3V;B1 M2Q.DI:9GD%W8QN3Y*]V1)M\%Q_L5FT=33UE+#5TLS)J>9@DCD8TC((/@0 MLR(BAFO*.U7"KM%-57*HM-S89IK?T-#FDGT2'!V[7;$#'51'RJONU M)I.*]20&9NI98?+:+,+:Z-L$S>W;@Y;S$AI(/7H=PM(7$.LC;7+64 M9?5O#7,BE(B!<#SR2M:6\@STR[?`70LU157R]6R87.KGJ/N6I:V*)M8]D1S6`XQ[/D<'@#![\DYY%D\H&A=/W&.\&:XU;W=O#=*^815? M9B3[WS\WWIX!R#C1VZG;NYSW;%^/!H.<],X7:T-IZ+2ND[988G! M_DD(;(\#9\A.7N^5Q*C?&.UUTMCHM26>,R773M4VX0Q@9,L8_=&?*W?_`)5+ M]-7RWZCL=%>K9*)*6JC#V^+3WM/@0<@^T+J(B(B(B(B(B(BJ>SO^[OBK/>XR M)+!IB-]'2NQEM152#$K@>\-&WS'O5A:GL%MU-9*JRW:`2TE0SE/BT]SFGN<# MN"JXL.I[KP^KX=*:^J3-;789:[^6D1R-Z".8_BO'B?E.-U;;'MD8U['!S7#( M(.01XKTBT;X*PV:X"W?]N--)Y/\`TG*>7]>%%.'/FN7A;:(9@PTXH1%6LD[I M<$3->/AY+9)'R-9&QHIW.,8:N%[ENLVF*^OJ'U]OJY)IZOD8.VHW#,!P&\NY<&G`ZQ/7`T[<]1W"' M13ZG4E83?H:J*JY8H1R=FUSVOC]#9_HX).1@]!MC0GU=?7:-?<6WV0W*@M4M M2]C8F,!S3W1U?`V=MPHXX MY88`P"!\T3'L<'%W7F>VOD#&R=F*5L[8R0T-YG.<6@XS@'& M^"NQPN'+0:@C-0ZH++]7-,KL9=]\ZG&V5.$10#7&O6VRL&FM,TIO&JZAN(J. M+=E/_/F/XK1G./[`Z-^YF"JK[E5FXZBN3A+<*]P]^[N8SP8WN']FP$S M6*JIX*NFFI:F)DL$S"R2-XRU[2,$$=X(5/PSW3@_6&EJHZBX3U_P`]C;=NKZ*YT4-?;ZJ*II9F\\H*`````8"%H/4#9,#P3`\$P/!&M:T!K6@`=``G*W.<#/BF!G.$LL8^`=LCN^96I9[K;KU;H+E:ZR*JHYV\TA=KVPXG62 MW71O82!W@"=G>S!S[%.P046B+1:Q6/KA;Z853R"Z41#F<1T)/>?:L;[%97U3 MJMUIH34NE;.933M+C(T8:_.,\P'0]5@L5IJZ)E1-=K@VXU]3ALLS8!"SD;D- M:&9.`,DGGGM:Q]CM MQ:V-\0::5F`QQRYO3H3U'>LKK)9G,E8ZTT)9,UK96FG9AX;[T.VW`[L]%L5= M!0UM.*:LHX*B`$$131A[=NFQV7VJHJ.KHY*&JI89Z21G(^"5@QV:HAJ()[312Q5$@EF8^!I$CQ MTKM!# M*1Z%.T\\S_##!O\`Y*%ON'$/7P[*TTDND-/R>^KJH9KIF?S(_P![SXGXP5-= M&Z-L6D*-]/::8]M,>:HJIG<\U0[Q>\]?BZ>Q21$7B6*.:)\4T;9(WM+7,<,A MP/4$=X57UN@+SI>MEN_#2X,I!([GGL=62ZCG/?R=\;OB^<#9;=HXJ6QE8VT: MQH:C2UXZ=G7?N$GM9,/1(]IQ\95BPRQ31MEAD;)&\9:]AR'#Q!'5>T1$1$1$ M1%R;_J*QZ=I#5WNZ4U##W&9^"[V-;U&M;'1/E=SU-DJ"?(ZD_S1^]N^+;V@+=T_ MQ0M-16"SZIII=,WUN`ZEN!Y62'QCE]ZX>'3Y58;7!P!:00=P1WKZB(B(B(B* M*ZMUYIC2;.6ZW)GE9'WNB@^^3R'N`8-]_;@>U0Y]%KOB-Z-S$VDM+//I4L;O M].JV>#S^]M/A^HJR-/6*U:DWY"H0.'>H]/^GH;6U;30MW;;;J/*J?'P03Z M3!\62O0U=Q$L?HZDT$;A"WWU789^US_\)WI?K"VZ'C!H>:84U=75%HJN^&YT MKX'#XS@M_6I?;-16"[`&V7JWUF>@@J6//S`KJY3(3(\4R/%,CQ3*U*VY6^@9 MVE=74U*SX4\K6#]940NW%?0%L/(_4=-4RG9L=$#4.3IKB7J3/W2:M@L=$[K1V&,B0CP,SMP?BR%(M M+<.]*:9E\JH;:V:X$\SJZK=VT[CX\[NGR84O1$1$6C=K3;+Q1NHKK04]93.Z MQ3QA[?CP>_VJOI.%CK1*^IT)JBYZ>>27>2<_E%(3[8W_`%E?!?.*]AVO&E;? MJ"F;UJ+14=E+CQ,;^I]@6:#C#I2.1L%\@NU@G.W)_QMR%+;7J_2UV`\ MVZAME23^+'5,+OFSE=P.!&0*9'BF1XHL-154U+&9*FHBA8.KI'AH M'RE1.[<3-!VH.\KU3;BYO5D$G;N^9F2N&>*7GWLSX/):<_P#Q M'_4O)M_%K49Y;A=;7I6B=U9;VFIJ2/`O=Z(^,%=.P\+-+6NK\Y5T51?+J2": MV[2^4/S[`?1'S9]JG@`:````-AA?41$1T9*^C6>OK$>756@I:R!O M6ML$G;@^WLG>D/E(70MG%S0E;*:>:\>;:EOOH;C$ZG9L@_45NID>*9'BF1XHL4]1!3QF6>9D48ZND<&@?*5%+QQ*T): M`[RS5%O+F]8X)>V?^2S)7`/$ZONV(]&Z'O=V<[9M14QBDI_CYW=?U+P=/<3= M3G.H=3T^GJ%WOJ.QM)E(\#,[<'XLA2;2>@-+:6<9K;;FOKG;R5U2[M9WGO)> M>F?9A2Q$1$1$6M6T%#7Q=C74<%5$?Q)XP\?,0HA1W1XQT^%GP1O#>]08%'Q-U6P#(Q/,R;;Y1^M>_N M)UU_*MT<:;#5"HI]55UZM`),CJ"FA%2QOCV3F^E\A/R+/I-C=8N M$4/&'4'E[23+0]G'1SL([N3V=^,A2D<):&K9[H0T]>X#VK:HN M#W#VED[5VGVU4OPZN>2;/R.=C]2E]KL%CM``M=GH*+;'^CT[(_[`NFB(B(B( MB(L<\$-1$Z*>)DL;NK'M#@?D*BETX;:$NG-Y7I6V[7X>17*1N.OB3XH.&=R@_[#Q*U?'@@@35;9A^L;KU]P^MV`MBXJW0, M'O0^WPO=CVD]5&M+V[7M\O.I;<[B77PBSUHI6O%!"[M06!V2.Y21V@=6SY%9 MQ3OC@<#_`$>GBA./C'?[5Y/"EE02;CKO6-8#G+'7+D:?D#5FI^#>@(Y1-4VF M:NF'X]962RY^,F+.6NM>G[;2/'1\5,QKORL97&>;VS%KK7I^VTKQT?%3-#ORL9_6N]A$1$1$1$1$1$45U9H/3&J\272W- M%8S>.MISV4\9[B'C<_$WU3=962/\`\-5'LZZ-O\V3I)CVY)[@ MI!I;B3IK4%1YN=/):[PT\LEMN+>QG:[P`.SOD.?8ILB(B(B(B(B(B(>A5;\- M/];^(G]<-_N@K(1$1$1$1$1$1%"M6<1].:=J!;NUEN5Y>>6.V6]G;3N=X$#9 MOR[^PJ/>:N(VN/2OE=]R-C?_`.!H'\]9*WP?+T9\GQ$*:Z3T=IW25,8+';8Z M=SQ]]F/I2R_[SSN?BZ>Q2%$1$1$1$1$1$1$1$11_5.C].:KINPOEJ@J2!ADV M.66/_=>/2'SX4).G>(>C,OTI>1J.TLW\UW=^)V#PCF^O`'@5UK!Q1L%?6BTW MN*HT[>A@&BNC>RYB?@//HN'AT)\%8`((R"B(B(B(B(B(AZ%5OPT_UOXB?UPW M^Z"LA$1$1$1$1$10W5O$33>F9A0S5$E==WGECMM`SMJA[NXQ2)$1$1$1$1$1$1$1$1$1%R=0:=L>HZ,T5\ME-70;X$K,EGM:[JT^ MT$*`'1.L-('M=`ZB-50-_P#T6].,D8'A'(-V>P;#Q*W;3Q3MT=9':=96VJTM M=7;!MB1[3@>TJQ8I8YHV2Q2-?&\(/>O:(B(B(B(B'H M56_#3_6_B)_7#?[H*R$1$1$1$1$40U=Q"TUI:04E75.JKH_:*W43>VJ)#W#E M'3Y<*+&CXD:[>#<)WZ-T^_K34[P^OG;_`#G](_BV/B"III+16F])0EEEML<4 MSQ]\J7^G-+X\SSO\G3V*2(B(B(B(B(B(B(B(B(B(B(BTKM:K;>*-]#=:"GK* M5_6*>,/;\>#W^U5S+PZO6F9'5?#C44M#'S M^TU,=MXA6.IT[5N=RMJP#+13'Q;(/>_$,4],-VP-[YI3W-'7?KCP4-^ MYK5O#/\`]K:"XU.HA/\`?-14;_?2G))FA\"T'&/`>&PMO3M\MFH[137>T53: MBCG;EKV]0>]I'<1T(741$1$1$11+5VO]-:5(@N%:9K@_:*WTK>UJ)">@#!TS MXG`44;!Q*UV.:KF.B[$_]YA//7S-]KND>?D(\"ICI'0VFM)1GS1;FMJ7_NM9 M,>TGE/>7/.^_@,#V*3HB(B(B(B(B(B(B(B(B(B(B(B+!6T=)7TLE)6TT-33R MC#XIF![7#P(.Q5;UG#"2TU,MQX>WVIT]5./.ZC),M%,?YT9SRY\1G'<%CAXC MWC34C:3B1IV6W-)PV[6\&>C?\>,N9\1S\05C6JZ6V[T;*VUUU/64S_>RP2![ M3\H[_8MU$1$1%`.(6N);/44VFM.4[;AJRX^C34W5L#3^^R^#1N?;CP6[P_T5 M!I:GJ*RLJ77'4->>TN%REW=*[X+?!@[A[/B`F2I[4UGNW#B]U.L])4KJFP5+ MN>\V:(8Y?&>(=Q'4C_+WMH6*\6Z_VJFNUJJF5%'4,YF2-/S@CN(Z$=Q711$1 M$1136&O=-Z3Y(KE6&6OEVAH*5O:U$I/0!@Z9\3@**UJ)2>I+SN,^`P%*D1$1$1$1$1 M$1$1$1$1$1$1$1$1$7B6*.:-\4L;7QO'*YKAD.'@1WJN;KPLM\58^ZZ,N55I M:Z.ZNHMZ>7V/A/HD?%CXEIC6^KM($1<0-/&HH&[>>K.TR1?')'U9\>WL"L#3 M^H;+J*B;762Y4];3GJZ)^2WV.'5I]A`751$10;B!K5UB?3V*Q4HN6J;AZ-'1 M-W#!_M9/@L&Y[LX\`2/?#W1$>F65-TN51YQU+<3VE?<'C=Q._(SP8/UX'@`) MLB$`C!517RT7+AI=:C56E:5]3IJH?VEWLT7[SXSPCNQWM_R][9MBO%NOUJIK MK:JIE31U#>:.1G?X@CN(Z$'<%=!$1%%=7:\TUI,-CNE>'5K_`-RH:<=K42$] M`&#<9\3@*)\_$O7/[FW[BK$_\9P[2X3-^+I%GY"/:I3I'0&FM*DSV^B,UP?O M+<*IW:U$A/4EYZ9\!@*6HB(B(B(B(B(B(B(B(B(B(B(B(B(B(B$`C!"K^_\` M"ZPUU:;O8I:C3E[!R*VV.[/F/\^/WK@>_IGQ7)^Z/B#HOT-668:AM##O=K2W M$S&^,D']I&`/$J;Z6U?IW55-Y18KI!58]_$#RR1_[S#Z0^9=]%!N(&M76)]/ M8K%2BY:IN'HT=$W<,'^UD^"P;GNSCP!(RS1?O/C/".['> MW_+WMFV*\6Z_6JFNMJJF5-'4-YHY&=_B".XCH0=P5T$48U=KC36DHQYXN+6U M+_W*CA':3RGN#6#??Q.![5$/*>)6N=J.'[B[$_\`?YV]I7S-]C>D?RX(\2I1 MH_A_IO2CGU-#2NJ+E*>F?9A2Y$1$1$1$1$1$1$1$1$1$1$ M1$1$1$1$1$1%"-4\-=-:@J?.389;7>6GF9I*Z3R>GM\D+H MW0O[W2@]&MZG!WQUP"1(^'^BFZ<9472Z51N6IKAZ=?<'[EQ_V;/@L'AMG`\` M!-41$1"`1@JGM0VVX<+[M-JO3%))4Z7J7\]XM$7_`(<]\\([O:.GR>]EMQXF M:+H+'2WF6]P205;.>FBA].:;NP(QOG.QSC!V*C;JWB1KL>NE;_-9TCS[<'P*E&D>'NFM+R&KI*5U5='[RW&M=VU1(>\\QZ9]F%,$1$1$ M1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$4*X@:U;IQE-:[72^YT%YMM/<[951U-'4,#XI8SD.'^1[B#N"MU$1$1$1$1$1$1$1$1$1 M$1$1$1$1$1$1$1$1%"N(&M6Z<93VNUTIN6IKAZ%!;V;EQ_VC_@L'CMG!\"1C MX?Z*=8GU%]OM4+EJFX>E65KMPP?[*/X+!L-L9QX``3E:EUK66VV5EQE8Y\=+ M`^9S6]2&M+B!\R@UKJ)Y^'@U;>KY705-91>7/GIBXQT3'-Y@&1-R"UC2,Y#B M<$D^&35AJX;9076GNUP8^NN5NBY62NC:R)\D;'M#.[F!<=]]^["E\%%4T5#5 MQ4U7+/*XO?`:MY?R$C9I/4M!_457VE-0-\KI*:^W.Y6N^6ZFEENE#<'DLJ@& M'FFC/O7,!!(Y,`#J-@I'+JAE0V&BGI:BB-TH9:BWS"09>&LYBTXW8\-(_EZNY=MAUW"DD&I9:G M5-78*:SU,C:/L345?:1AC&R,$?!\6_P"6"VT[/=*"\VVGN=LJHZFC MJ&!\4L9R'#_(]Q'4%;J(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(H1Q$US%I MB.FMENI_..I;@>SH+>ST1VEM]E93MLC;.>:G:XAK>DC=_1<1@.^$`.F`I)9K M#);KY<[O)7=O)7PT\TM<`6D8(/>J?N]OK M^%-SGU'8()*G1U3)SW.U1[FB<>L\(\/%O^6"VU+/=*"\VVGN=LJHZFCJ&!\4 ML9R'#_(]Q'4%;J(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(BAO$#6L&EJ>GHZ. MF=<=0UY[.WVV+=TKOA.\&#O/L^,C3X?:(EM%34ZEU)4-N.K+@,U-3CT8&]T4 M7@T#`SWX\%/EPM:W>IL.E;K>J2.*66BIW3B.7/*_E&<;;CXUKWB\7&@NNFJ! MC:5XNE0^"9Y:[T.6%\N6C/\`,Q@^.5T_/=J\X,MWET0JWN.#U6:+4-DF/*RZTI)B,S09`.>,9R]N??-V/I#(V6U;KC1W M%DCZ.82")W(\ M88(R1R]/:O6N+S5:?TK7WFDBAEFI6!XCESRN](#&09\1EHF%W/!&YPYO3SA[FM. M2.5H.#OXR)>9&,EC='(T.8X$.:X9!'@0J=KK?6\([M47RRT\M5HBLDY[A;X\ MN=;G']^B'P/$=WS$6U;+A176@I[C;JF.II*A@?%+&,U%2=VP-[H8AW-'3;KCP4]11SB!;JV\:,O5JM\( MEJZRE?!&USPT9<,9)/F;OYNH;%5P@LM][\X1W#M&D2Q"=TPVSS"0\W(01C!)R>BP6>P:BM+K# M7"WMJ#15ER\HI&S,#C'4S%[)&$GE+FC`()&SG8]OS3VFK[1U.F):JAC8+?<+ MG43AD[789.9"S'3/OQGXEKV[3USM-!I:>Y4D<=/9WW*>N<9FX;'*)",8W.SA MG'3!ZKF:4;)545%1SV(U3_,4MOHB+E!)#)$0'\AY"'@$-8WG(VP.A))E=G.H M-.,;%+3U-QHZJX10PMK*J,U5-"YF'%SQGMN5W0$\W+DD[+IZVM]QKWZ??;Z3 MRCR&ZQ5DP[1K/O;6O!QD[GTAM^M:&LZ34&H=+WJUP6IL+IH8XZ=LE0S,CN8% MQ<0<-:``!U))[EGU5:[AJ^RU^G:B@=04592O:ZIDE8]S9`08\-:3D9&3DC88 M[\CJVJIOLE'3P5]L93UK`UL\PE:^%V.KF8/,<]P(;UWZ;]Q%YD8R6-T+/!-5Z&JI.>OM\?I.MKCUEB'P/%O=\Q%L6RX45 MUH*>XVZICJ:2H8'Q2QG+7-*VD1$1$1$1$1$1$1$1$1$1$1$1$1$1$10SB'KB MFTG2P4M+3NN&H*\]G;[=%N^5YVYCC<-![^_H.\C5X?Z*GM-14:EU+4MN.K*\ M9J*D[MIV]T,0[FCIMUQX*>HB(B(AW&"M*@M-KMKY7V^VTE(Z4YD,$#8R\^W` M&5NX!WPB(B(B\R,9+&Z.1K7,<"'-<,@@]Q5/U]'<.$MSFO%G@FJ]#54G/7V^ M/TG6UQZRQ#X'BWN^8BV+9<**ZT%/<;=4QU-)4,#XI8SEKFE;2(B(B(B(B(B( MB(B(B(B(B(B(B(B(BA?$[7MNT'8Q6U+>WKJ@EE'2@X[5XZDGN:,C)_S*KW0- M]T-;JV?56JM9VNOU97#[[*'DQTC.Z&(8V`&Q/?\`/FP/=3X>^MEN_+/U)[J? M#WULMWY9^I/=3X>^MEN_+/U)[J?#WULMWY9^I/=3X>^MEN_+/U)[J?#WULMW MY9^I/=3X>^MEN_+/U)[J?#WULMWY9^I/=3X>^MEN_+/U)[J?#WULMWY9^I?/ M=3X>^MEN_+/U+[[J?#WULMWY9^I/=3X>^MEN_+/U)[J?#WULMWY9^I/=3X>^ MMEN_+/U)[J?#WULMWY9^I/=3X>^MEN_+/U)[J?#WULMWY9^I/=3X>^MEN_+/ MU)[J?#WULMWY9^I>).*'#J1CHY-4VQS'`AS7.)!'@=E5%'K33?#G4HDTUJ&F MN6C;C-FHML3RZ2W2']\C!ZL\1\G7!7Z*HZJGK:2"LI)6S4\\;9(I&'(>TC(( M]A!69$1$1$1$1$1$1$1$1$1$1$1$1$1$6M64-%6AK:RD@J`PY:)8P_'Q9"UO M,5E_BB@^C,^I/,5E_BB@^C,^I/,5E_BB@^C,^I/,5E_BB@^C,^I/,5E_BB@^ MC,^I/,5E_BB@^C,^I/,5E_BB@^C,^I/,5E_BB@^C,^I/,5E_BB@^C,^I/,5E M_BB@^C,^I:]PL=F;05)%IH01$_<4S/@GV*&<%+3:ZCA=IZ:HMM'+*Z%_,]\# M7$_?']20IWYBLO\`%%!]&9]2>8K+_%%!]&9]2>8K+_%%!]&9]2>8K+_%%!]& M9]2>8K+_`!10?1F?4GF*R_Q10?1F?4GF*R_Q10?1F?4GF*R_Q10?1F?4GF*R M_P`44'T9GU)YBLO\44'T9GU(;%9#UL]!]&9]2Z+&M8QK&-#6M&``,`!?41$1 M$1$1$1$1$1$1%S;M?+-9HNUNUUHJ%GC4SMC_`+2H?6<8N'-(XL=J2*5P&<4\ M,LH/RM:0M<\:-`,Y3+<:R)A..=]OF`'_`)5U+9Q2X?W)S6T^JJ!KCT%0XP'_ M`,X"F--4T]5"V>FGCFB=T?&\.:?E&RRHB(B(B(B(B(B(B(M:Y?\`=]5_1/\` M_E*A/`S\%.G/Z%_]Z]3]%INN=N;0^7FNI_(\X[?M!R9SC'-TZ[?&O4EPH8Y* M:.2L@:^I_<&F09E_W?'J/G7R&XT$PJ3#6T\@I26S\L@/9$=0[PZ'KX+::X.: M'-(+2,@CO7U$1$1$1$1$7PD`9)PH;?\`B9HFQ3&GJ[]!+59P*>D!J),^&&`X M/QX7&9Q-N%>?_4?#O5%9&?>RSP-IF.^(N/1':SXC$/?'PHJ.S:?Q[O"''Y,+ MT[B)J&CP;KPQU'$SO-'V=5@?\I"VK7Q;T175(HZFY26NLS@P7.!U.X?&7#E_ M6IY!-%/$R:"5DD3QEKV.#FN'L(ZK(B(B(H;K+B!9-+SQVXB>XWN8?>+70L[2 M>0GID#WH]I^0%1QEHXFZPQ+>[PS25L?N*&UGGJG#P?,=FG_=^9=BS\)]#VU_ M;S6@7.K)R^IN;S4O>?$\WH_,%,Z2W4%$SLZ.BIJ=GP8HFL'S`+9+0=B`?C7) MN>FM/79CF7.QV^K#NO;4S''YR,J&5/".Q4T[JS2EQNFF:T[\]OJ7&-Q_G1N) M!'LV6D_4G$#1./NOM<>H+*SWUVM4?+-$/A2P_P!I&`/$JP]/7^SZDML=SLM? M#64K]N>,[M/P7#JT^P[KJ(B(B(B(B(B(B(BUKE_W?5?T3_\`Y2H3P,_!3IS^ MA?\`WKU/T/15?9HW06?2M7-%)'04-XK7U(+"T1!QJ!&\C'OUG\TL#XG$=P'\TX[]799;#%=7VT35L4, M33(Q[/1+1*^1D6!N\`S/>X]2T-;WDJ:Z:KJJXV6GK*R$13/+P<-+0]H>X->` M=P'-`[Q[9#T8WOR=\; MXQNN!'HC5NL,5'$"_P`E-1/.18K2_LX@/@R2#=_M_45.M/:3TWIN+L['9J.B MVP7QQCG=\;SZ1^4KN8"8"8'@M"[6>U7FF--=K=2UL!_$J(FO'ZQLJ^J^&539 M)7U_#J_U-BG)YG4$KC-13'P+'9+<^(SCN`6>P\1I::Z1:=U[;?,%YDVAF+LT ME7[8Y.X_S2?`9SLK)1$15CJS5UXO5[FT5H$QNN,8Q<;J[TH;:TG&!W.DZ[=W MQYQ(M$:&LVD8)'TK9*JYU&]7<:D\\]0[J27'H,]P^7)W4L1$1$(RJRU/H&LM MURDU7P\ECMM\]]441.*6X#J6O;T:X]Q&-_`[J0:!UK1ZNHZAIIY*&[T+^QK[ M?-^Z4\G3Y6D@X*EJ(B(B(B(B(B(B+6N7_=]5_1/_`/E*A/`S\%.G/Z%_]Z]3 M]$PF$1$1$1$1$1%6NN-6W:LO(T-H;DDOT@S6UKAF*V1'\9Q^'N,#_,A2#0^B M;1I"C>VD:ZIN%02ZLN%1Z4]2\G)+G>&>[I\9W4J1$1$7)U)I^T:EM4UJO-%' M54LHZ.&[#\)IZM_F=X8&<>T'PP9'HK2MMTA88+ M1;6Y#?2FGO](QM9J&W-S40MV;< M:<>^C>!U=@;'KMXAN)GI/4%OU1I^BOEMDYJ>I9SB<[C]:Q>>N)_J59_P!,?LT\ M]<3_`%*L_P"F/V:>>N)_J59_TQ^S3SUQ/]2K/^F/V:>>N)_J59_TQ^S3SUQ/ M]2K/^F/V:>>N)_J59_TQ^S3SUQ/]2K/^F/V:>>N)_J59_P!,?LT\]<3_`%*L M_P"F/V:QU%UXG302PG1=G`>PMSYXZ9&/]FN+HF#B9I72UNT_'I.TU+:-A8)G M7;D+\N+NG(<=5WO/7$_U*L_Z8_9IYZXG^I5G_3'[-//7$_U*L_Z8_9IYZXG^ MI5G_`$Q^S3SUQ/\`4JS_`*8_9IYZXG^I5G_3'[-//7$_U*L_Z8_9IYZXG^I5 MG_3'[-//7$_U*L_Z8_9IYZXG^I5G_3'[-#>N)X!)T59\#_\`F/V:[^@]0G5> MDK9J!U**5U9&7&$/YPPAQ;UP,^]4A1$1%"N)VJY]-66&GM48GU!=)126VGQG MFE=MSD># M[273B+=8L5]]D/DC7;FGHVG$;!X9QD^.`5:"(B(B(B*J;$W[A^*E5I]H$=CU M,UU;0M&S8:IH^^L`[N8;_DA6LB(B(BKV+\.M3_PQ'_BG*PD1$1$1$1$1$1$1 M%YD_!?X*=._T4G]Z]6`B(B*J](M^[#B;?-6S'M+=8W&U6L?B]IUFD M'MWQGP/L5J(B(B(B(JSXS6^:CM]OUU;&'SKIR<3GEZRTQ.)6'V8.?G\58=MK M:>XV^EN%)()*:IB;+$\?C-<,@_,5`..%3.[2$%AHWN;5WZN@MK.7KA[LN^3E M:1\JL"WT=/;Z"FH*2,1T]/$V*)@_%:T8`^8+849X@76NLNGC<*">*&5M531. M=+&'M#9)F1N)&1T#R>OIYZF[ZDI*RII:JU6IL;X[I"WEC=EI+XW'):7 M,QN6^(R`5U6ZKM!?40F29E3!V1-.^(MD>)3B,M:??!QR/800<86!VK:0WNU6 MJ.CK7&OAJ)1(ZG>WL^R<&.:1C.>8_P!GB%IMUI9[I3V^HMMRJ:>&HK*>*.9] MODY*CG.-++'I.GU)1M/EVGZV&OB+3@\H<`\?$0K`1$1<36=V\Q:3O-W!P^DHY96>UP:>4?/A<;A#:/,O#JQ4SA]^E MIQ4S'O+Y?3.?;Z0'R*:(B(B(B(M>X4D-?0U-#4-YH*B)T4C?%K@01\Q4`X&5 M,QT/YHJGS?D?JH M)"^')YZ*I>#S/B&,.8XX<6G'I9(]\0L;--WJML<]'>[/IJ260Q,EAI0]C)V- M=ESR_D#F.V!:!GE(SGPRVO2]YH:_3]<^O95NMT=;"\54KGR=E,]CHVB3&7EH MC#[?6H]'W:#2.F;*^6C-1:;A!52O$CN1[(Y"_#?1SDYQN%OZ^VMM+(92Z M+R:9L1CRQK6D%A!'HY&"._*GMOBD@H::&;D[5D36OY">7(`!QGN6PN%KBC;< M-&W^B>,B:WSLZ]YC./UKF\*:J2LX;Z9GER7^;XF$G?/*.7/ZE+\HF41,HJ]B M_#K4_P##$?\`BG*P2<`D]`H)I6YUFI=/R:MJ;K4T='4.E?1P4[1B"!CBUKG# ME)>\\I<<[#.`-LK3U!<;O#H8:DH=222O=#1MB?!"P1/+I&,?(`YF3S!Q([AM MA3NW4M32]NV:OFJV/DYHS,&\T8P`6Y:!D9!.^^Z@&F[_`%U=>(+3<[O46[4D M-6]]7:ZEC6QU%."\#L#R^DT#E(+3D\IYE*:;5EOGJ;48.1D-<6Y`R`<=V>!IS5D])I>.IN4==5H(; MR@#J>[H5VF:RH9KM16RCM]QJWU=)#6LEAB;R-@E=RA[B7`@#J1C..@*QZDK: M^#5^DZ&FK98:6MEJ&U,3`TB4,A+V@D@D;CN(7FAUS05=92TS;;!\$;D9<=MMUM4VNK=6UU%1VZW7.L=5TD5:Q\4+0UL3WEG,[F<".4@Y&,^& M5CM?$"U7!M)+Y!"LHYJNGEFA;B5L7[HT!KB[F`(.,;]Q*P7C7T='8[U60 M6FJ\NMM/!.ZFGY&GDFSR.)#CMLC627"%U%2TKY:>5K M#&WM'/#.SYFTM8ZJ\&ON===:ZHI8G11QYYVOEY6D#E`'+%U\=SXKMT>L:&MI*.2E MHZQ];523Q-H2UK96.A<6RAQYN4,/$=1 M$8Y&9[G-.X(6S*0(WDG``*I[@]K?2%JX;6*@N6I+92U<,3Q)#-4-:YA[1YW' M=L0I_;MM]G^EM^M=>Q:CL.H.W\R7>CN'8;[04$[V=HV.HG:QQ;DC.#W9!^95IQFUSI6Y\-[S;[1J2W55 M;4"*-D,$[7O>#*SFP![,JX:.%E/2001C#(XVL:/```!12>YUMVUW4:;IJI]) M0VZBCJ:I\0`DFDD&18_%+3S$N/PCT7 MF;7%M@Y(I**O\K-Q;;9*5L;3)%,YG.W/I8+7-P0X$C?NWQR*_5TU97Z7JK=% M<8VON=515ENY6=H^2."7T';\NSV`@AW+CNY(QE<:35+*[46E:NAKY8K55P5YJH96AG*Z$-R'@C(< MQW.#OC;OZK'4ZM?]U=HJGFLH[')9ZRM?VS6ADK6&(MD`!+@0''8XV<-LK>J> M(5FI:>X334]631-ADDCB#)2YDKPQKFEKB#AQP6YYAX;C/0IM513UK:'S57QU M8##/!((Q)`U\A8U[FAY):>4G+ M<_+C*:Q<8.,/#R9V.2:*X0Y/<>R!"LM1=FJQ.:J:CMLU314UP\W231RLYFR" M01O<69SR-<=SUVR!C==RDN=!6.K&TU5')Y',89RUVT;P`2"?8",K/Y1!V'E' M;1]CCF[3F'+CQST7*JKXR#4EMLGDY<*VEGJ6U`>.4",L!&/;V@.5TJNI["BF MJHV=MV;'/#6N`YL#.,J-OU@P:8LVH6VV9T-TDIF11=HT/9V[FMC+N[JX9QT] MJE!FC$C8G2,$KAD,YADCOP%RK+?&7.>]1.IS3^:ZUU(]SW@A^(V/Y_8,/'S+ MQ9-0071]Y!C%/';*TTKI'2`MD^]L>'@C8`B0+L&:(!I,C`';@EPW_P#O(7UD MT4CWL9(QSF'#@'`EI]O@N9JJ5D.F+Q-)[R.BG<[XA&Y5-PWX5Z2N^A;%V"V7>.5],)&RXBF=$>89QNT@]Y40]QK0W\$N'Z2G^TI-I+2 M%DTE%5166*>-M2YKI.VJ'RY(!`QS$XZ]RT]4\/M-:IN++C=X*M]0R(1`Q5DL M0Y021LUP'>5Q?<:T-_!+A^D9_M*>6FW4MIME+;*)KVTU-&(XP]Y>0T=,D[E5 MCIG3MLT]QON$%LCF8R?3XJ']I,^0E[ZD\V[B=O1&RMI1"W:8K['1UMJLE=3" MU3R2R0P5,3B:3M"2YK2TCF9DD@'!&<9*^W'2+Y]!T>D:6X-C;30TT/E,L7,7 M"$L(/*"-SR#O[U+&!W(`_'-C?'3*B#M*W"M-ACO%QIZL6BH94LJ6TY9/(]H( M`SS$-&_I$>^QW97FT:.DHJ6T6NHK65%MLU2:BA'9ELAP'"-KSG!Y`\[@#.&] M,'.BS0EQ90T]`+S"^F;Y?VL;Z8EA=4R%XD`Y_?LYG-!.1@GH5T=-Z4K+1<[? M73W""?R:S0VMS&0%G-V;BX/!+CC.<8_6NE>;)45^H;#=XJJ.)EK?,\Q.C+C+ MVD98=\CEP#GH5QJ71E5!YMYKG"[R.]U%W.(".?M>U^]^^VQVSM]\X&RU:30] MVM,5MELM^IXJV@=4QL=449?%-3S2=H62-#P2YK@"'`CITW7B68!QOGV+&[A]5U%)>J>INE+&+I;*>C?V%*0(Y(G.(DW?Z0/.<@[GQ M71NVBYKM4WN>JNC6/N5+21M=#"08):=[I&2#+CD<[L\O@,9W7B^Z,J[]!6S5 MM?3Q7*JAIZR*(QF)^'#F!V=W;M&00O%HT566]MC:ZZ02-M5SJZYO+3%O:-F[4G1>?-#1>989:X/?B2.$Q![>8\A+,GE.,9&?J4=MNBZNCMVG M*%]S@D%GN,E=SBG+>VYQ+Z..8\N.V=OOT&RP-T/=:0TE=;+W3Q76DKJVI8^6 ME<^%\=4_GDB>P/!."&X<'#WH\5++?276GJ8_*KHRJIFTP:]KH`V1\_,2Y_,# M@-P,Y9+%21LTD=-B, M+F?I7BX66SW.5LU MQM5#62,;RM?44[)"!UP"X'95OQMTQ9(.&-\J+=8[=!50MBD;)#2L8]H$K"[! M`R-LJT+?41U=#3541S'-$V1I\00"/[5QJZP2C4;=26NHCAK74PI*B*5I,<\8 M=S-S@@M1\O,"1NXDY&[O`87RLT M74S5]PN45T9'6272"Z4I[$EL;XX1"6/'-Z37,!!Q@CFVZ+W5:-DJKA!='5L3 M*PW6&XU&(B6N$41C9&W?88)/,<[]W<,=%HNJIKG1UQN<+Q3WBJNI9V!'-VS' M,[//-MCG)SWX&P7RUZ,KK2^V5E)=(75U%+63G)C9@CY,KSQH)ML>EM4X')9[S"^< MGNAD]!_^2LT8(&.BJNZ6Z?SMY^TW2W.U:CDKQ%44HB?Y+7Q"7E,DHQR8[,%P M>"'?&2%B;:[A;YKL]MFG\E&J!65<<4NM]/3E[PUU+R&5L.,EO;'FY0,YR["P7ZTUW/IXZ;L=53 M4=-;[@YU%41O/:1/DB?Y.Y^YB=(UK\#.6[#`Z"R(IH)=+]K24$])"ZE/)2.I MC')%Z.S.S`R".F!\BKQMEJH.'>C8Q37=U;33VLSTSA,[LNRDC,F8^X-`/=W; M+8NEMNE;#J&@?23B_/NS*JUUPB<0V+FC,;FR8PT,:'M\,B!=45S&T,+!U>Z5P;@?(7'Y%+-/6YM MHL-MM3<O@M5JK;G5.#8*2%\ MTA)Z-:"3_8H/P.H9Z?0--<*L8J[O/+*9'BF1XID>*9'BF1XID>*9'BF1XID>*9'BF1XID>*9'B MF1XID>*9'BF1XID>*9'BF1XKS(1V;M^XJ`\"_P`%.G?Z*3^]>K`1$1%55D?] MQ?%BY62;$=IU3FOH7=&MJFC$L?QNZ_DA6JB(B(B(BJ_B_5S7F6T\.K8X^67N M4/JWM..PHV.!>X_'C`\<$*RZ2GAI*6&EIXQ'#"QL<;!T:T#`'S!954VLF3:` MUHS7M(R1UAN7)37V&-N>R(VCJ`!X=#__`+*U*:>&JIXJFGE9+#*P/CD8,+*B(B(B*+<0=6TND+`^N>SRBNF=V-#1MW?4SGWK0!OC/7V>TA:?##2 M]3IVQRU%VD[:_P!UE-9:>&.0/C#R\>_!QN5J?<9JW^4V\_0Z?[*?<9JW^4V\_0Z?[*?<9JW^ M4V\_0Z?[*?<9JW^4V\_0Z?[*?<9JW^4V\_0Z?[*?<9JW^4V\_0Z?[*?<9JW^ M4V\_0Z?[*?<9JW^4V\_0Z?[*?<9JW^4V\_0Z?[*?<9JW^4V\_0Z?[*'1NK[UJ>W2\1+K$RT5PIHW-I8"9`6?H=/]E/N,U;_*;>?H=/]E/N,U;_`"FWGZ'3_93[C-6_RFWGZ'3_`&4^XS5O M\IMY^AT_V4^XS5O\IMY^AT_V4.C-6$8/$V\8_P#Z=/\`94ET;I^#2NF:"P4] M1)/%1L+1+(`'.RXN)('M*[:(B(HIQ%TG'J[3SZ..44URIWBIH*L=8)V[M.?` M]#\_<%J<-M8NU+;YZ&ZP^1ZDMC^PN5&[8M>-N=H^"[J/_P`$S9$1$1$7"UCJ M:V:2L-3>KI+RQ1##(P?3F>?>L:.\G]6YZ!1?AAIZY":OUMJ>(-U#>L.['^!4 MX]Y"/#;!/Q#.X*L5%@K:2FKJ2:CK(634T[#')&\9:]I&""%45+57'A#\C[6]Q_0;?I:FGJZ>*II9XYX)6A\>2"FB'-+4/[FL;WG]0[U%-%Z9O%[OS->Z MWA$5P#2VV6KJVW1'O/C*>\]WQX#;-1$1$1$1$1$1$1#T*K?AI_K?Q$_KAO\` M=!60B(B(B(B(B(B(H!K[155<:V#56E:AEOU91#$E:;)G+:0'<22_ M"DZ;=W?C``M1$18:NFIZRFEI:N".>GE:6212-#FO:>H(/4*K9M':GT-4RU_# MJ=E7:GN+YM/5LAY`>\P2$^@?8?U[!=FP<4M.7"J\V7@S:>O+T/:X%I&00=B%Z1%IW*YVZU4SJJYUU/1T[>LE1*(V_.57%7 MQ*K]0S/MO#:RRW>;/(^YU+'144'MYC@O/L&/9E=/2/#QE!=/NFU3<'7W4[MQ M52C$5,/@PLZ-`\>OAC)5@(B(B(B(B(B(B(B'H56_#3_6_B)_7#?[H*R%PM9W M2KLVG*NY40B,\)CP)6ES2"]K3T(WP3AFC>+EY3Y+$(BYT`AF#>8X.7YCYWD#O:`.J[% MIU-)+';H[G)!22O>YLSI1R=H2YPB:T$Y#G-Y7D'WHA['JZ*)U?%)!7T^]-<*5W9U$![N5X[L]QV439QPF]E&/YT<75_L._M"[6DN'=#:+@;_>JV>_ZD>/2N-;OV?LB9T8/BW^(;*=H MB(B+E7W3]DU!3>2WJUTM="/>B>,.+?:#U!^)0=W"B&W9=I'5=^T^,Y;3Q5)F MIV__``W_`%KTVR<7*(\M/K.R7)OC76TQ'_\`QE>O(^,O\;Z0^C3K&=)\2[AM M=.)#*2)WOHK9;6,/R/<>6&*?EYGQ8YAAP=MD$=0.Y:=QTQ1U]>^JEDD:RH[`U<+0 M.6H,+^>//>,'KCJ,`I;M,45!<(ZN.1[VT_;^20N`Y:?MG\\F.\Y(VST&P6M< M]'6^Y14C)YIP^(O[5[2,U`>YCGAVW>8V;CH!@;*4(B(B(B(B(B(N'?M*:;U! MO>K)0UK\8$DT(+P/8[J/G41/!W2L#BZSU5[LQ)R/(+E(P#Y'90\+9-FMXB:W M#"0?R0%(;!P_P!&:?]F='VD@_P"=^3^M2I$1$1$1$1$1$1$1$1$1$1$1$1$/0JM^&G^M_$3^N&_W M05D(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B@-YU;J;[KJ[3NG-.4=>:& MFAGFEJ:[L/W3FP`.4_!7GSUQ/]2K/^F/V:>>N)_J59_TQ^S3SUQ/]2K/^F/V M:>>N)_J59_TQ^S3SUQ/]2K/^F/V:>>N)_J59_P!,?LT\]<3_`%*L_P"F/V:> M>N)_J59_TQ^S3SUQ/]2K/^F/V:>>N)_J59_TQ^S0WGB?C_4JS_IC]FH[INEX MF62[ZBN+=)VJ4W>L%26NNP`CPP-P"&'/QG'Q*1>>N)_J59_TQ^S3SUQ/]2K/ M^F/V:>>N)_J59_TQ^S3SUQ/]2K/^F/V:>>N)_J59_P!,?LT\]<3_`%*L_P"F M/V:>>N)_J59_TQ^S3SUQ/]2K/^F/V:>>N)_J59_TQ^S3SUQ/]2K/^F/V:>>N M)_J59_TQ^S7=T!J-^J]*4-]EHQ225!D:^%LG.&EDCF'!P,^]ST4C1$1$1$1$ M1$1$1$1$1$1$1$1$1$1%7]@_"_J[^KJ#_J*P$1$1$1$1$1$1$1$*KW@9^#.U M_P!-5_XF56$B(B(B(B(B(B(B(B(B(B(B(B(B(B*O[!^%_5W]74'_`%%8"**\ M1KW66/33IK>YL=;55,%'#,]O,V%TL@9VA'?R@DX\<+%=(J*P.LC3<;LV:>MC M@;(Z5\_E3R#Z$@)P.8`G(``([ALN>^WR0ZUM=C-UNLE-)9JJ64FOE#GRMEA: M'Y#MCA[NFVZ[6KX+Y'I.2&Q&2IKXA%EO;=G+/&US>T:U_P"*]S`X!W<3\JC^ MG]56<-N-=1U-R[5TU+1>9J\N;-25+G.:UI#R>4.Y@MZFU@)G6:4VY[:*]L>;=.)03(X,,C6O;@QI(W/3!P5JV?6=PN MEFH+LW3KZ>FN'9NIY)JMHC:US'.+I'`'D`+0T;')ICI&0V M:JLU1QKA@#!`YCT.^>[&^\-=)55QFUUK&"OYXQ"VB[.$5!EC;F-^2S(&`<;C`W" MFR(57O`S\&=K_IJO_$RJPD1$1$1$1$1$1$1$1$1$1$1$1$1$15_8/POZN_JZ M@_ZBL!%SK_9Z"_VBIM-SB,M)4-`<`XM((((<".A!`(/B%RI--5-7):A<[S-5 MQ6RI;50YA8R221K2UID<-CLXYP&Y*W)K'VNJ*74'E;VOIZ62D$`8.5S'N:YQ M)ZYRQJVKS;G7*GBBCK9Z22*>.9LL(:79:I]([],:[M$`W5M>+U589=_.K(S&QV'F,LZ5ESKI+E4PUE7)2S130M:#2S4^>S>S.< M^^=D'((.%L,TI.VHMMS=?*J6]49D#JR6-A$S).7GC=&,`,]!I`;C!;G)R<^Z M+25-0W2UW&"KF#J%E2"PM:>V=4/#Y7N/7).&EN MU76Q44L`9Z3II71DG\9N'\P'B=SMA=FU:0BM]/;J,7"::DM3GNMLFJ"FNU2T6%^87N8UPE;R%F'MZ9`=L[N.ZP MVG0%#;X+9`^OJ:B.BHZFA M,1BA>\1M?1]FYKHW`AOIN:6M])V=ACO.>O8=/RVR[7*[U-TEK*NX1P,FYHF1 ML!C!`+0-QGF/>5($0JO>!GX,[7_35?\`B9582(B(B(B(B(B(B(B(B(B(B(B( MB(B(J_L'X7]7?U=0?]16`B+4NUPIK5;*NYUCBVGI8G32$=>5HR<>U1F]:BKJ M*IL5J!@>^.>4'<=YVV74ME^ICY';[C74INKPZ-_8, M>V&69@^^-C<[8D;^CDD8/@5J0Z\TE.UKH[W`6.>R-KB'!IT\S>R:UP(=G`'I'.W* MK4]AI!7FHN,3!0-C?4G#B(FR>\)('0]Q"^W#4MDMTQAKJ]D#Q)%$0]KAZ<@) M8W..IP?F6U9KO;KU1^6VRI$\`>Z-QY2TM>TX](7>UTO_:)Z=PB&<WM(BS&/$$[C;&"N3;-*76.VV:Q5C6&&S73RV.N;(":B- MKGN8.7JUYY^5V=NI!.5BH=*WN'2.G;5)#`*JWWIE;,!-EIB%0^4X.-SAP&/$ M'=>JK3-[D==7,IH,U.I:2ZQ@SC]QB['(.VSCV)P/YPW2R::NUODGH*FR6NHB MI7U$M'=72YGD$G.6MY"WT'CM,%^<8!ZY6Q1Z)=L,I MWQ$LVWR7@]VV5[TU1T=7J^Z7"T7*"KLG:"JY8'![&USVEDF'#8^@T$@='/)/ M5?=?Z7N>H;K9YZ&;R=M%#4GMP\9;*X,[/+#L]G,STFG8@_-Z?;-0UM[H+Q6T M--%+'9:FCGCBJ.9O;R.C<.4D>]^]G<[C(ZKFZ?TSJ"RT0IG4U/5LJ[%2VZ9A MGV@F@CVKYK:+0+3="20^HBC`,1'@>;GS[' M%>G:9O[]/V"&LDAJ[M!=*6MKYN?E:]L1`V\3RM;MXY7=TC:JZV2Z@=6,8T5U MUEJX>5_-][ALEO?7U\A9$US6-:QI<^1[CAK&M&[ MG$D``+3DOYIW0MK;17T[IFR.C!:R3/(PO+26..'$`X'?A:OW6L%9441L=U\J MIZ2.LDBY8BYL3RX`_NFYRQVPWV70U!>X+'34]344]1,R>IBIFB`-)YY'!C,\ MQ&Q<0,K/15[ZFIFIY;=5TKHV->'3!A:\$D;%KG;CEW!QU"VH(8*>/LZ>)D3, MD\K&AHR3DG`]JQUE1)3B$Q4DU1SRMC<(N7[V"=WG)'HCJ<9/@"MG*93*96%M M53OJY*-LK341L;(^,'=K7$@$_&6N^8K,B(B%5[P,_!G:_P"FJ_\`$RJPD1$1 M$1$1$1$1$1$1$1$1$1$1$1$15_8/POZN_JZ@_P"HK`1$10OB105\\-@NE%32 MU;;1=8JV>EB',^2(!S7%K?QG-YN8#J<;;KY6766Y:KTU'9:VHDH29W5[(FGD M:T1GL^TR/0//MC8GHLE&<\4KJ_E?V;K/2QAY8>4O;-.7-#L8)`*>UU;;;476OIA5TL]Q>&2. M$U6HZZU,G;;J.\V>J:(8GM$4.(W2N:S&0 MT@N)`&X).%MO?433U4L$-+FBD8.P,<7,X`@>AGF)[AWX6K0T<-54 M5;Z"2I.H:/5LC:=XDD)CIQ.WM0=\=EV?/GNS@=<+U!:X^2TU(@K?*7:KJX'/ M+I>843Y)MCOM&6\F_0Y"Q0/;;^6BND==%I>.X7.F9R4CJAD.9&&`%A:X\A9V M@:X#`)V(V66]69KY;G32MNU7'3Z2'D\E67F5U0U[S&7UC& M@ESG'``'4DKF?='I\]+[;?>AW_:F=#T/7H5U5K5]=16VD?65]5#34S,&F1^,\K0>IP#L/!:EOLM+072Y MW.&29T]QTUAJJ>MJY:E\G:![3*Y MQY\$#X0(QW87;7PX`))P!WK7H:^AN$3I:"L@JHVN+2^"0/`(ZC(/5;*\32QP MQF25[6,'5SC@!>T1$*KW@9^#.U_TU7_B9582(B(B(B(B(B(B(B(B(B(B(B(B M(B(J_L'X7]7?U=0?]16`B+Q-%'/#)#,P/CD:6N:>A!&"%#(*>"3B7>:5\+'0 M.L-&PQENQ;VU0,8^)V M5YOK;?'7F%K'-C=2>48P/1YLY8#COR02-]&[7&X5-?;+?<7":2V:N@IXZIK` MWMF&G=(TD#;F`DY3C`VS@9PNC!J>[3T%JU!#*TP55Y-NFM[HQ][C,[H00['- MVC2T/.3C',,#8K9L=XU/<:^V9C#89:BM9<`8,QT[(WEL79R;!Q=@#.79R3M@ MAC?.[9\;R?OD9<2WD=CEW`SGK837->WF:X.&<9!53V:X M7.WZ5L,=LJ8Z=U=J>LI)G.A#_0=4U).,]#Z(6[9M3WBJN%#IRKN+65$E?X/R=L88[`&=IW9I)I[33,N%525E48^6:2F;B.0@\KB& MDG;*Y7#^JFJ-/NBFI^,]YZ MGO6K3:,TK2TU;2T]AHHJ>M<'5$;8\-EP<@$>&=\=,]RVJG3EDJI*B6HML,KZ MAT;IG/!)D,?[F3ON6]W@D^G+)4-K&S6V!_EDK9IR1N^1N.5^>O,,#!&XP,+* M^QVI\=-&^BB7BLH8I89Z@DG/.WGY&YSZ6`0?9W M2>KTAIFLMD%JJ;+22T4$AEBAB-CR]VVW"*V0,BIZ@U4+`#B.8YR\>#MSO[3XK#6Z0TU744E#5V:EFII*@U3F.9UF/63 M/4./>>];3K-102-JK=24M/714ODD$W9;119!#`!CT00#C;HL]GMM/:+;!;Z4 M.[*('TG'+GN))047\$@_-M^I/( M*+^"0?FV_4GD%%_!(/S;?J3R"B_@D'YMOU)Y!1?P2#\VWZD\@HOX)!^;;]2> M047\$@_-M^I/(*+^"0?FV_4OAH:+!_T2#\VWZE7?#>EIGZMXAM?3Q.#;NW`+ M`@K%\@HOX)!^;;]2>047\$@_-M^I/(*+^"0?FV_4GD%%_!(/S;?J3R"B_ M@D'YMOU)Y!1?P2#\VWZD\@HOX)!^;;]2>047\$@_-M^I/(*+^"0?FV_4GD%% M_!(/S;?J3R&B_@D'YMOU+.QC(V!C&AK0,``8`7I$1$1$1$1$1$1$1$1$1$1$ M1$1$1$1$1$1$1$/0JM^&G^M_$3^N&_W05D+%55-/20F>JGC@B!`+Y'AK1DX& MY]J\35U'!4PTLU5#'439[.-SP'/QX#O6)UTMK753'5],'4K>:<&0#LAXN\%F MBK*6:*":*IB?'4?N3FO!$FQ.WCL"?D6=$1$1$1$1$1$1$1$1$1$1$1$1$1$1 M$1$1$1$1$1$0]"JWX:?ZW\1/ZX;_`'05D**\2V&31=Q8V)TCOO1:QK"XDB5A MV`W/3*X&I::M-YOL<<V@ MGI#<'7";&>SGX[9-0T;ZN*5\H@[6-Q+N:4.= M@#WCY3(]P)SRLC`QN59P1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$1$ M/0JM^&G^M_$3^N&_W05D(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B(B^%S1 MU('QE?.=GPV_.G.SX;?G3G9\-OSISL^&WYTYV?#;\Z<[/AM^=.=GPV_.G.SX M;?G3G9\-OSISL^&WYU\+V8/IM^=5SPUX_ MPW]5Z?\`/2_;3W'^&_JO3_GI?MI[C_#?U7I_STOVT]Q_AOZKT_YZ7[:>X_PW M]5Z?\]+]M/E^VGN/\-_ M5>G_`#TOVT]Q_AOZKT_YZ7[:>X_PW]5Z?\]+]M/E^VGN/\-_5> MG_/2_;3W'^&_JO3_`)Z7[:>X_P`-_5>G_/2_;3W'^&_JO3_GI?MI[C_#?U7I M_P`]+]M/E^VGN/\-_5>G_/2_;3W'^&_JO3_GI?MKX_A!PX#7$: M7I\@?[:7[:]<#7%W"G3A<23V+QOX"5^%/T1$1$1$1$1$1$1$1$1$1$1$1$1$ M15[%^'6I_P"&(_\`%.5A$@`DG`"Q15$$S.TBFC>S?TFN!'SKZ)H7$`2L)/3# MANO3Y(V>_>UO?N<(Q['C+'-D4DU[#TT1>6O8_/(YKL>!RO2\R?N;OB*@/`O M\%.G?Z*3^]>K`1$1$1$1$1$1$1$1$1$1$1$1$1$1%7L7X=:G_AB/_%.6;7+2>N4,EP`X&FGR"<';8'IW!9)*PV)M/%!:Z*@N-XN3 M:1C8SS1^\<1*X#ESZ$9VVR<#/>M*/5UYAKQ1U#**3L]1LL[WLCRP6XR,YSW+Q9-7:IN<6EY'"T1 M"_PU#68AD/D\D8+N<^GZ;2&DJZ6JJV245(^F;3Q",MY`Z$/Z\Q[R<[;[=,87,M7:P M\1]8&EMK*@OAH`]W.UF,LDSUZY7-X?71U#I;2]FHXX8*JZ3U[NT["^RWF6YW_2DMQIXHJVV7RNHYWQ`\C^2DF/.S.2`YO*<9.# MMOC*"OKKUJ;AW?9/)&PU[*R:GC;&>>)KZ\XQ@'=;LFK+I3W"ST]TIX[4VNCIB'3P/?$^61WIP=J#B. M1HP`'#TCT\!/.Y519+E56#3Y=:*>C$E;JZIHGB5A`Y7UK`1$1$1$1$1$1$1$1$1 M$1$1$1$1$1%7L7X=:G_AB/\`Q3E,[O:;?>*5M+<:9LT;)&RQG):Z-[=VO:X8 M+7#N((*P45BHJ6XBYE]145K83`R:HF<\LC)!+1G89+6D[9.`LE#9J&AN5?6CE;L3@8&VV%\N]DH+O+12UHG+Z*7MJDE!IZ MY]PC'E$A_P!(<"'/W=OD.<,';<_&N5H723K7:*)EV:\UU+-42QM%07QQ.D>\ M\S!T!Y7XZ;;XZG/8H])62B%I%+!*P6GM!1#MWD1I@\B,G8205DL<@;([FD87M<'%KCN6DX6W6:1L58+BV>E?R7&FCI*EC)G MM:^%F>5@`/H@*:R4%-U>"'O=OZ1( MJTJ'15@H*FCGI8:EAH9)9*1GE&-YL!IR?1Z#.RST.DK)0^: M_)()8_-D>R;)[\;G?/MSC&RBUXT5/3U=NALE"3;*6E\GB$-ZJ**>$ MF0O=E[`[M&'T=CN"._.TDH]*TO8TYN,U15U#60B;M*A[F3&)W-&7`[.+3CTB M,G`SE;]@M(M-/50B>61L]3)4`22ND[/G.2T%Q)QG)^,G&`M-FD;(RFCIA#.8 MHZ[SBT&ID.*CF+^?)/PB3CID]%BK-$Z?JXIF24]0Q\M::_MXJJ2.6.H(P7L> M#S,)&V`0,=RZ%-8[=0OIIJ6.6,TM,^GC:)GEO*XAQ)!.'.)&>8Y.YWW45X%_ M@IT[_12?WKU8"(B(B(B(B(B(B(B(B(B(B(B(B(B(J]B_#K4_\,1_XIRL)$7( MOM[CM'8M-%554LK9'AD#1@-8WF<2YQ#1W`9.Y/QKA5?$&UPQ=M3V^Y5D?FIE MWYH(F8\F=GTO2<-P`26]?#*T^(&K'1:1OTUA=5NJ:2A;.:NF#<4Y>.9F>;KZ M.YP"0TY[PIA\^W8`$G8*,W37+*81P4 MULJ'U[;K3VZIII',:Z'M<%KO?8<'-]Z0<9.^,%:=IU7+0WR^4=T97U-.;^RA M@J`UACINTBA[.,[@X+WD;`XR,G==F/6MHEN<%!")934/EB@DC+'"22/FYFX# MN9N>5V"X`''7<9V]*:DAU-;V7&DMU?34DD< MKM]TML=2&L:1-%/*!RMZDY;S#N.5TX-;4$KI::2BJZ6Y1UK:)U#4F-DG:.87 ML]+GY"'-:2"';XQUV7V745#'>:1U7+<*(&TS5[XIFM$+(VN9SF3&3VC<@8&V M">NRX%PU-6-U-7&H;=J*V1Z:EKC"&Q\X(D'WQ@R?3#<[..QQLNY/K"WVRCIG MS0W":F;!2OFJWL;A@F=R,+CDL:7FU!0MM]Y:+7'*VKK*>*/ M$.(!*"TN=N2T^CMUZXVRJ-<62UT<1FFJ)V10023R$L,D;9`.5SFY!<<$.<&` MX!SA=BWZ@I[A.9K@'!LS9J::(R,DYV@-?@$>DS!QG(](]^ZCM#H"M@M MSJ26[P/<=.-L7,VF(``YL2XY]]G=/9U[EYK=`W*2VWFV4=[@CI;S0Q4]5VM* M7N9+'$V+M&8>-G,:W+3G!&0>JE&H[%)>;;11,K!!7T-3%5T\_9Y8)8_%F=VD M%P(SG!ZKDU^C)*Z62XOKHX;I+7TE87MB+XAY/[QG+D$C=V3D')]F%XJ-&5H9+*V66:EIW4Q[ M6,O+G=FZ3FPZ-KG$CT0>@S@;]32%FDT_IFVV22I;4NHH&P"9K.3G#=@<9.#\ MJBD_#M]527F.6NIZ>IN=%Y/,^CIS''/*'!S9Y(^;!?M@XQD$[],9ZG1%SK:B MY7"LO-,:ZLFH*EO9TA;'')2NY@,%Y):X[=<^WN6W7Z/?7&X5%6;?5RW*:-U9 M3U--SPOB9&6,C;OEI!/-S]<]PVQJR\/_`"BFIJ.JNTL]-'9*BT2%[297B5S' M;3D<4;^R?)S.\I><88">@78]VCAMZPGZ%/]A/=HX;>L)^A3_83 MW:.&WK"?H4_V$]VCAMZPGZ%/]A/=HX;>L)^A3_83W:.&WK"?H4_V$]VCAMZP MGZ%/]A/=HX;>L)^A3_83W:.&WK"?H4_V$]VCAMZPGZ%/]A/=HX;>L)^A3_83 MW:.&WK"?H4_V$]VCAMZPGZ%/]A/=HX;>L)^A3_83W:.&WK"?H4_V$]VCAMZP MGZ%/]A/=HX;>L)^A3_83W:.&WK"?H4_V$]VCAMZPGZ%/]A/=HX;>L)^A3_83 MW:.&WK"?H4_V$]VCAMZPGZ%/]A>7\9^&Y:X#4)R1_`I_L+8X%_@ITY_0R?WK ..U8"(B(B(B(B(B(B+_]D_ ` end GRAPHIC 21 g198026.jpg G198026.JPG begin 644 g198026.jpg M_]C_X``02D9)1@`!`0$!L`&P``#__@`X35),3%]'4D%02$E#4SI;1U1?4T], M05)=1U1?4T],05)?24Y43%]-4D1?35E,7TQ/1T\N15!3_]L`0P`'!08&!@4' M!@8&"`@'"0L2#`L*"@L7$!$-$AL7'!P:%QH9'2$J)!T?*"`9&B4R)2@L+2\P M+QTC-#@T+C$5%C-388&QP2(R-'+1\#5"HB-4TO_: M``P#`0`"$0,1`#\`Z1HHHH0BBM&ZW:WVB,9-PDH9;W#/>H\P&\FEK>M)4MU2 MF[/%2PW^>?&LL^!.X>7.N,M1'%^8I^CV94UA_P#$W+K.G]X)L9UB4^R@Y+=; M2>8J`KGJ=>[Q/),RYRG0?R>$(3U#(5'':J8][_`,^: MZ6XU'_/M?OBCC4?\^U^^*YIR',.JMVT6N3=[@U`AMA3KAWD;$CE4>@5D;1)- M@WQ\EH_DNQC2YTU@/AYKHGC,?9]_:V[.[%920!F=U*2<[8\%`1($9JXWP`%R M0\G-+)Z!R'H&WG-5&Z7N[7595/GO.@_D:VJ@>!(V5U?7!F1&:3I^3SZ@XV.L MS<2+$_$"^G$A/MZ\6E@Y/7.&V>93Z1_.AF\VE\Y,W.&X>9+Z2?37.0`YAU4$ M`[P.JN'I)W94EZJ1V]J;\/-=-I4%#,','EKVN=+9>KK:EA<">\R!^1K9H/A2 M=E-3!F-FKRXF!<$(8GD=H4]P[X.8]'534-:R0X3D5#U^P*BE:9&G$T=6H^2N M]%%83*CAXL*>0':WU/)S25**AMW9U&S[0$;K6T.830I_PW._ M12=OEE3CZ'3LUBI!/-S40)!T/QX<5V3+D)2MY>9*E9J(&SP\]25+6B0!IUS)6)*?(N;\E/45KPI; M6E%QV;\-D_QE>VDIZT1/PVNI_9VP7UL//8\(OEE==)T5S9QV;\ M-D_QE>VF%HIO+JIVE*BK M$)`M=36R]C.KV.>'X;&VEUTG17-G'9OPV3_&5[:..S?ALG^,KVTOZ2'9\5*> MJC_>^'FNDZ*YLX[-^&R?XRO;6=B\W=@@LW6:C+8,GU>V@;2;O:M7>6$(0.DG8*4E@T@W6$\ANZ*X[%)R4H@!Q(Y MP1O\!ZZSZ09;-WOC`6^%VV+AV;=H&WM'9:M&'V+E'X_.XP\9A"5M26"02A"LE(4`K(E6J1LII]DN+?B3_XS M7=1Z855W%V)HN'H>L0'9C@/`L9[_`-8\R1_A4I>KE'M%LD7"2?O;2<\AO4>1 M(Z2:Y^NUQE76X/3YB]9UTYY^IUU6[/R%L*9M<`H5M!2P@@_16D=#CS:\+M4\H>8.&6%PXY+ZM]S:?L<6 MZ/K2AMQA#JU<@S`S^FHB^R+3<8X<9F,JD-;49'NARBIR5+MUM80B0\Q&:RR0 MA1"1ES`>RJ%V1J$)!_5S]%-UDA;'AR/U57HH1)(7@$=75P M*WHJU*"0I1(&P9G/*IJ*=@JNQ7,LJF(SV66VJ_("4Q4L*DZ*Q)=21MKQQX`; M*X6*1PE:\LC;4,]P9=3PI(;S[8I&9RJ0DNYY[:AI3F^F(Q92-,PJU0\00G'6 MH,*))6K+52E*0``.?;L%1FE+O47X]OTUHV:_P[6G@U0'%NK/;.(4"I7,,CZ* MSZ1W^,X-X;@76=9]OM'4Y*&WE%3K9N&-U.24.D*Z?=/$LA*%9LQ?O" M.DCNCUY]55B@DJ)4HE2B=2E67(G>H]0-5MSC*^^\K MU2&-E)3ANYH^FJT:W;-<'+7=8EP;SS8<"B.=/Y0\HSJ4QW;1;,32VD("67LG MFP!D`%;QU@U7JPX&-]MX6T;V54`=N:4%-K2%)4.4$9BONJ9H MQNG'L/"(XK-Z$K@CSZAVI/I'DJYU8XGA[`X;UY=54[J>9T3MQ4+C'O6NWR5? MHKGZN@<8]ZUV^2K]%<_5%;2_.."N')7V$G'[(J]VG1Y(N5LBSTW1IL2&TN!! M9)U<^3/.J)3XPE.AMX9M2%RV$J$9`(+B00 MJZHTO1G8+A=9D\-\&)#RG`CF!-;5D,4=L&JY;"KJRI M+ND#(:&UODM.KUA"QPL6X?D6N<)&WZ36M!?GA9=>4>'H+L6MQ;C?^+K(SHZ:E M3H$G$5X&>`Y5'N1Y!F?+2ZJ6Q3,X_B*XR@K62MXA!_5&P?0*B:KE1)CE)7J M6RZ84](Q@ZKGB=Z@.P_#7Q-%_=/MKQ;I$)M<-@@MM9D!.0R M&61YB:DZ*=$;!H`J^ZJG<02\Y:9E5OL)PO\`%#7[Z_;1V$X7^*&OWU^VK)16 M.9C[([EOTZJ]X[O/\JOC!V&0`!9HVSG!/\Z^%X/PLO8;3&&7O21Z#5CKG*\D M_=BX;3^$N\OZYI:I?'"`<`-U*[*AJ:][F\^YMOB3]PG/V&85^*F?XBO;1V&8 M5^*F?XBO;2+S/.>NC,\YZZ3Z9'[L?WY*;]!57_M.\?\`Z3U&"L+':+2U^^OV MUGB82P]#DM2HUM0T^TK60M*U9I/76'1_WGVOQ:O7-2MYNT*S0^.3W%-LZX1F ME!4JK-+5B9T`D<[,C4Y[M+JMXRP6S>U&;#6ABX`9**A MVKHY-;+<>FE1=;)=;2LIGP76@#_:9:R#X%#93:7I#PTDY!Z0KI2PK^=?$?2# M8)4EF*EN6"\XEL%;0"1FUT!/PO8)^:I-JCE9WK0G45UIRJH7S1JQP2WK-)<2Z!F&'SK)5T!6\>7.E MI-GR-S&:E*?E+22D-D!:?#O\DKJG<-8GN-@?3P+BG8A/WR,H]J1^K[T^#RU! MJ2I"E(6DI4DD$'>"-XKRDV/0%A M3V661_G]-+F>[:^.'[DAX,?ZP[,^CER\-3VCIB)=<)H8GQFI"8\AQ"`XG/5! MR.SFWU`XE=L;4WBUG8U>#.3CJ7"4$\R0?34C5DOB:\VS[U2J&`0U,E.,1()X M6ZS\5GCO=-2;,C++;588?RY:WFI/3460G)J>ZLB9.S?7BY.S?4()/37BI.S? M6N%*=%S6^_(SSVU%R7M^VL;LCIK0?>S.0VFM@$[#3V4Q8[['M4DEZ"AXJ/\` M:)_M$^#/_"IC2)+:FX+XPR'`A3[>QQ!0H;>8U&83Q`S;GA%G1`EI1[62&>V0 M?UCEM'3R5-Z42%834I)!!?:((Y=M2L-^C.SW:6T23VANTHKLL<0SO<'-)>O% M=R?!7M>*[D^"HM7I=+1/P5G]A/HK-6&)^"L_L)]%9JM`T7C[M2BBBBLK"*5N MENZ:ST2SMJV('#N@7<5Y_ M?G"I(/(GHD M_K*_P!ZZH-6G#.,)&'H"XD:WL.Z[A<4XM9!)V#DY@*C*9S&R!S]`K=M6*::E M=%`+EV7RWJUZ7+=KQ(-T0G:TLLK/ZJMH^D?32KJY7O'`&L MEQ6:2#F"/**IM;5;V/DQ,WKEL6"HIZ813BQ!-L[Y:_RK7HYNGW.Q(TTXK)F8 M.!5S:V])Z]GEIX5S*E2D*2M"M5:2"DCD(W&NA\.W)-WLT2X)RS=;&N!R+&Q0 MZP:>V=+=I8=RK_*BDPR-J!OR/$:>'T6#&/>M=ODJ_17/U=`XQ[UKM\E7Z*Y^ MKCM+\XX)WDK["3C]D5YJI]Z.JO:9MNP%;;GAR%,9??8F/,)65%6L@J(Y1S>" MDXH72DANY3E;7PT8:Z70FR6(`&X`5[6Q/AR+?-?A2D:C[*BA8Z>CHY:PMK6T MXEQI:D+2]4>7/D-,ZI MNB9$&8F:KS_;\]6Z?FYQ8#0#3C\44444ZH!O,5>ZL=.X.B:1U+RS:<;HZR1KNL^.:*UE3X25%*ID=* M@JDO21[/BI[U49[T]WFNF6 MG6WD!;3B5H.Y25`CZ*YTO/XXN'REWUS3@T8@#",;(9??'?7-)^\_CBX?*7?7 M-%<_'$QW6L9JYXKWPY=Q6E11148K#D><4QL;X(D(D.W.RL%UIPE3L9'=(/*4CE'1O%+I0*5%"@4J&PI(R(\E0 M,L+HG6V$EI)[;GRZ!MZJN0``````Y!6%R+'0X.U"E',@>^.0&ZJAB*U?>?57#`Z]K)KFX[8KY M6O\`+K69R1TUGA6RZ7&.Y+MS)>#2]50;6`M)W@Y5EPW:T2\1JLUU96VK@W`I M.>JI*@,P0?\`P&KMAC#UPP[>7TI=$FVR6^[':J0I.T:P\!(S'T4S!2N>07:: M<$C6UT=,TM81BL"+Z$*6PK0X@I*N90SY#ZHOQ M[?IJY53=*7>HOQ[?IJ6F!$#@3?)5K9[VOVA&YHL"X9?-):O#M&5>T57EZ['C_*OO]9MX M^+X/]_VU;\"8GF8B,[C<=AKB^IJ\%GMUL]^9Z*2=,W0]ON__``O^JF:6HE?* M&N.2B]L[+I(*)\D;`"+=?6%.Z3+IQ##JXR%9/35<".<)WJ/5L\M)6K=I)NGW M0Q&N.A6;,)/`I_:WJ/7D/)51KA628Y3U#)/["I.CT;;ZNS/ST\$5[D>8]57; M19;N-7]R:M.:(;68S'Y:M@^C6IQ:B?>CJKI3T1E9C)LEMI;?%'.80S%;XV^Q M7,^1YCU5Y73.HGWHZJ66ERW`&!=$)YV'"!_O)_ZJVFH3&PO!O9:4'*(54[87 M,PWWWO\`8)9TS-$EUVS+.XK_`%[(/4H>@]=+.I'#]R5:+S#N"<]5IP:X'*@[ M%#J)I:GDYN0.4KM2DZ52OC&NHXC^V3PQCWK7;Y*OT5S]3_QBC9OYSP M1RJ]A'Q^RJ.E2Q<(PW?8Z.W:`;D`0[/`>BE972TEAJ2PY'>0%M.)*% MI.X@["*Y\Q%:';)=Y%O<6#*9^]/C]8?E>4;>ND-5FP%>S9KZWPJB(D MK)I[F&WM5>0_037&CFYN2QT*?V[0=*IB6C\3M%%%3R\X2CTKVLL7 M./=6TG@Y*.#V:XS0OWBQN5UUS]/AR($QZ'+ M;+;[*M5:?9T5"5T)8_&-"K_R=KA-3\RX_B9]-W=HL%%%%(JQ*3P_>95BN;<^ M-DK+M7&R=CB3O!]O/3FM6,;!<64J3/:CND=LU(4$*2>;;L/DI#44U!5/AR&8 M41M'8T%<0]V3NL?==&?=FT?&D+^.GVT@\0K0Y?KFXVI*D*E.%*DG,$:QV@U' M9#F'57M9J*HS``BUEKLS8[:![G-?>XMHBBBBE%,IVZ,N]&-XQWUS2?O/XXN' MREWUS3@T9=Z,;QCOKFD_>?QQ;;6KZU#5*G.\5BS# M"7Z467S]K[51UQNVCRY[9]YP\^KWRYC.MUZV=378]8?B2W>:M^RM.9!PC"EP MH7 M9(RZUT-6_18V057VU.9>_NR-O4JKMV/6#XDMWFK?LJ/MT?!]REW")"MUL=?M M[H9DH$-(X->6>6U.W9S9URZ/%V1W)OTE66MSKN\K6MMWT>VS\`O.'F#[Y$QG M6Z];.I#LPPE^E%E\_:^U6=RPX>:;4XNS6X(2"HGBJ-@'DJA=G^AGX=9?,#_V MZZ@`"P2CWN><3C4U7.S[0S\.LOF M!_[=7.T0,)WBVQ[G;;9;'X1528QSH0RB?8@I1 MR!7#U$^4J0`/+7/F6=6^_P`TQTV;M?ZX?EU*ROWW`[UQC7)6)+*)4<*2AP3V M@2DC(@]MM%;O9AA+]*++Y^U]JL[=AP\ZVEQNSVQ:%@*2I,9L@@[B#E0[8*DPTGA7/>[$[/+E00"+%8:XM.)IL5$YZ+?A^&_/6_M49Z+? MA^&_/6_M5:.QZP_$EN\U;]E'8]8?B2W>:M^RM.9C[([DQTVI]X[O*J^>BWX? MAOSUO[5&>BWX?AOSUO[53:X>$$7=NS*M]J%Q<8,A$QZ MP_$EN\U;]E',Q]D=R.FU/O'=Y57ST6_#\-^>M_:K?M=XT?VHN_W"]Y(^)*G5RM&;CBG%W##*EK)4I1E,YDG>>ZKSC&C#X=ACSIG[5;^'D M8*Q';A<[+!MH>$;':Y%UNMMMD>%'2%.NF&DA(S` MW!).\BCFV=01TJ:M^RM@`,@N3G.<; MN-RM;LPPE^E%E\_:^U6M.Q'@>X,<7FX@L+[.85J.36B,QN/=57L1XJT68=G& MWW$6HSDG)4>/!#ZTGF4$).J>@[:V\*7O1MBQ:FK&BT2)"$ZRHZH:6W0.?44D M$CI%!%\BL!Q:;C59>,:,/AV&/.F?M4<8T8?#L,>=,_:JQ]CUA^)+=YJW[*U+ MK;\)VBWOW*XVRV1X;"==UU41&2!SG)-:\VSJ"[=*G[9[RL#F(\$.03`7B&Q& M*6^#+7'FM75RRR[K=43GHL^'X;\];^U5F;L.'G$)<;L]L6A0!2I,9L@CG&RM M%Z/@YB\QK([;K8FXR6EO-,\33FI"3DHYZN6S/GK)8UVH6(ZB6.^!Q%^HE0^> MBWX?AOSUO[53,7%&#(D=N-'Q)8VV6DA*$)GM9)`Y.ZK?['K#\26[S5OV4=CU MA^)+=YJW[*&L:W066))Y91:1Q/$DK6[,,)?I19?/VOM5&W.ZZ/+HXARX7K#\ MA;8*4J7-:S`YNZK>C0\(2;G,M;%OM2YT)+:I#(BHUFPL$I)[7E`-;O8]8?B2 MW>:M^RLEH(L5JR1T;L3#8_!5?/1;\/PWYZW]JO/_`$L^'X;\];^U5I['K#\2 M6[S5OV5'V>-@^]-2'K9;K9(;CR%QG2(:1JNH.2D[4C=U5IS,?9' MNB6153QKA-F_1^,1]5JXMIR0L[`X/>J_D>2K916CV->W"[1=J>HDIY!+ M&;$+FJ9%DP9+D66RME]LY*0L9$?X=-8:Z$OV'[9?6`W/8S6D=HZ@Y+1X#_([ M*6%ZT>7B$I2[>4SV!M`3DEP?[IV'R'R5#3T3V&[H`;*<#OCI\C_ M`"J51665&DPW"W+CNL+'Y+J"D_36',T5YF.<49CG%"$[M&7>C&\8[ZYI/WG\<7#Y2[ZYIP:,N]&-XQWUS2?O/XXN' MREWUS4C5>PC_`+N57V/_`)&IXGZE:5%%%1RM">^C[O/M?BU>N:J6EKOHTN:J6EKOHTGVW. MW>7@BV,3%PWI-VX-N0WW32BD9*&T;CD:<@W"E=I:[Z-''SZGT"NB56_HYQA, MN#LG"F*FTQ,66Q.3Z-R9;?(\WS@C+/+GY,\AAT:=]^D3YX3]4*W](^#7<0QX MMVLLCB.)[6>$@2TG+,\K2^="OHSYB0:UH-GS[G<,;3;I`,">[(S&1W4KL:1(J=+.C=M,9H(5]T=9(0,CDP,LZ:-+7&WNN:- M?^8_4"A"8[3;;2`AI"4)'(D9"J7ID]S#$WR-7I%7>J3ID]S#$WR-7I%"%4+1 MIV"0#MU>>FM8Y\&ZVB'U5GRG++?5ATY^Y3B/Q*/K455,1VE6`+Q$TB62"ERU/,M-7R$TT,THR&4AL MZ6G$&%,;X'PI++DS#S% M[0]:IRSFIM!V%A9W9IWCH.S9L`A=)#<*^'G&V6ENNK2AM"2I2E'()`VDFOL; MA2TTT7.6Y:H&"[0HB[8D?XJ@@_V;`R+JST9;/`3S4(2QE/WN;+D:+0[ MDEF/$`[NW)S;6KPDD_WCS5TE!EQY\*/-B.I=CR&TNM.)W*2H9@]1I8M:&X#= MM%L1C3&"8`;+7%4W%(:U#O3J:F61S.SIK)HRTVR@(:;2A._)(`%4/3E[E.(_$(^M15_&X50-.7N4XC\0CZU%" M%;<.=[]K^2->H*K.F"_S<.X#N$RV+*+@\418ZQL*%N*"=8=(&9'3E5FPYWOV MOY(UZ@JO:5\-2L5X(N%K@*U9Z=1^+F<@7$'6"?+M'EH0L^`L$VC!]G9BQ(Z% MSE)"IE202.O.H#3)[F&)?D:O2*L>&K2W8L/6RS-+UT0HS;`7[[52!GY=]5S3 M)[F&)OD:O2*$*C:-[[<<#&RX8Q1(4[8[K&:=LUR7L2VI2`HQEGDR)[4GHY#L ML][]V[#/S1+]85+1L.VS%.C.U66[,<+&?ML?:-BFU!M.2TGD4#[-QI;823B> M#I@LE@Q/G(=MELE-1;CM_P`M8)!2HY_E#N3R[-O.1"?E1]_NT2Q66=>)Z]2+ M$94ZX>4@#<.D[ATFI"E+I8+F+L1631G#D+;:EGCUU<:[IN,@]J.49J5S\H30 MA4?#@O>%KK8M*5Y<=X'$TEQJZM*.28[3I'%U>```[=PR'+720I3W70U%N%J> MM[V-<6R&5-Y(8E7`.,YCN,T:NT`@;.BIK0]?I5UPH+;=047JRNFW3D*.:M9& MQ*O*G+;RD&A"OQI;Z%?Q1B3_`&BG>L*9!I/Z*<38Z_A:_+Z3114=7;E:.3V]:5%%%1RM**!110A M.'1YWKQ_&.>L:3EY_'%P^4N^N:**Z/AKO'13[FV%_FUGU1110A1VG'W*L1^(1]8BK#>.\J=\VN? M5&BBA"I_]'CW*;/^V_\`6JIBW'\7RO%+]4T44(5)T&^Y3ASQ"_K%UNZ1>XPS M\_PO6-%%"%E=%%"$UZ5+7^D6]_LV/KJ**$)K4K](7N MJZ,O'S?JA110A-`;A5!TX^Y5B/Q"/K$444(5LP[^(+7\D:]05)'<:**$+D3^ MD[W]M_)D?SJV_P!%'^QOG_#])HHH0NCJI.F/W,,3?(E>D444(4Y@WO0L/S?' M^K34=?\`OXPI^Q-^K1110A6NE/AGW?L:?-T7U4444(38.XTJ='ONO:2_VX?U G9HHH0FL:_/O&G?A?OG&3]:JBBA"Z\_H_>Y+8?^/] CORRESP 22 filename22.htm

KIRKLAND & ELLIS LLP
AND AFFILIATED PARTNERSHIPS

200 East Randolph Drive
Chicago, Illinois 60601

Dennis M. Myers, P.C.
To Call Writer Directly:
312 861-2232
dmyers@kirkland.com
312 861-2000

www.kirkland.com Facsimile:
312 861-2200

CONFIDENTIAL TREATMENT REQUESTED BY GT SOLAR
INTERNATIONAL, INC. FOR CERTAIN PORTIONS OF THIS LETTER
PURSUANT TO 17 C.F.R. § 200.83 ("RULE 83")

June 6, 2008

Via EDGAR Submission and Overnight Delivery

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Attn:
Jay Mumford
Russell Mancuso
Lynn Dicker
Gary Todd

Re:
GT Solar International, Inc.
Amendment No. 3 to Registration Statement on Form S-1
(SEC File No. 333-142383), originally filed April 26, 2007

Ladies and Gentlemen:

        GT Solar International, Inc., a Delaware corporation (the "Company"), has today filed with the Securities and Exchange Commission, pursuant to the requirements of the Securities Act of 1933, as amended, and Regulation S-T thereunder, an Amendment No. 3 (the "Amendment") to its Registration Statement on Form S-1 (the "Registration Statement").

        On behalf of the Company, we are writing to respond to the comments raised in your letter to the Company dated May 21, 2008. The Company's responses below correspond to the captions and numbers of those comments (which are reproduced below in italics). The Amendment reflects certain revisions of the Registration Statement, in response to those comments, and certain other revisions to include the Company's audited financial statements for the fiscal year ended March 31, 2008.

        For your convenience, copies of the Amendment are enclosed, and have been marked to show changes from Amendment No. 2 to the Registration Statement on Form S-1 filed on April 18, 2008. Where applicable, we have referenced in the Company's responses the appropriate page number of the Amendment. Capitalized terms used in this letter but not otherwise defined have the meanings assigned to them in the Amendment.

Prospectus Summary; page 1

1.
We note your response to the fourth bullet point of prior comment 6. With a view towards disclosure in the summary please tell us what "contractual criteria," as you describe in the risk factor on page 17, needs to be satisfied before you recognize revenue from the sale of your CVD reactors.

Response:    The Company has revised the disclosure in response to the Staff's comment. Please see pages 1 and 17 of the Amendment.

2.
We note your response to the fourth bullet point in prior comment 7. Please revise the last two sentences in the fourth paragraph of page 1 to provide an investor with appropriate context with which to understand that backlog does not represent a guarantee of future revenues and that you have not had significant experience in determining the level of realization that you will actually achieve on your backlog.

Response:    The Company has provided additional disclosure in response to the Staff's comment. Please see pages 1 and 58 of the Amendment.

Market Opportunity; page 2

3.
We note your response to prior comment 8. It is unclear how the "green world" scenario fits your description as "the most balanced" of three forecasts when it appears that this scenario assumes a wider development of incentive programs than currently in place. Please clarify your disclosure to more accurately describe the assumptions in the scenario you have chosen to describe.

Response:    Solarbuzz published three scenarios of forecasts in its Marketbuzz 2008 report. There are different views among companies in the solar power energy industry about the pace at which the solar power industry will grow over the next five years. Each of Solarbuzz's three forecast scenarios is considered to be a credible potential outcome over the next five years, and the differences among the scenarios are based on varying assumptions of the development of governmental incentive programs and the growth in polysilicon production capacity. Of the three scenarios, the Company selected the "Green World" scenario because it balances further growth resulting from increased development of governmental incentive programs with continued polysilicon supply constraints. The Company has provided additional disclosure in response to the Staff's comment. Please see pages 2 and 71 of the Amendment.

2

Risk factors, page 8

We rely on a limited number of suppliers...page 19

4.
We note your disclosure regarding a limited number of manufacturers who provide "essential" components to your products. Please demonstrate whether your business is substantially dependent on any of the contracts. See Regulation S-K Item 601(b)(10)(ii)(B).

Response:    The Company does not believe it is substantially dependent on any of its contracts with suppliers for vessels and power supplies used in its polysilicon products. As noted in the Registration Statement, the Company purchases vessels from five manufacturers and power supplies from two manufacturers. The Company believes it has flexibility to allocate its needs among these manufacturers and, if necessary, qualify additional manufacturers. To be sure, qualifying a new supplier would take time and could lead to a short-term disruption in the Company's operations, but not to a degree that would lead to the conclusion that the Company's business was substantially dependent on any existing supplier. The Company has elected to choose a limited group of these suppliers due to their years of experience and quality of workmanship. None of these existing suppliers own any intellectual property necessary for the operation of the Company's polysilicon products, and the Company is not dependent on any of these suppliers for specialty materials or processes. Although these components are an essential part of the Company's CVD reactors, they are generally manufactured with common commodities such as steel, in the case of vessels, and electronic components, in the case of power supplies. The Company believes that there are a number of other suppliers that it could qualify to produce similar goods if the Company deemed it to be necessary.

Turnkey solutions capability, page 61

5.
We note your response to prior comment 4 and your revised summary disclosure. Please clarify your reliance on third-party equipment in your disclosure in this section as well.

Response:    The Company has revised the disclosure in response to the Staff's comment. Please see page 62 of the Amendment.

Backlog by product category, page 65

6.
We reissue the first sentence in prior comment 21. Please disclose this information in your prospectus. Further, please expand your response to tell us how you have determined that your business is not substantially dependent on any of these contracts. For example, please tell us about your agreements with Trina Solar that appear to have

3

been cancelled in April of 2008. As another example, we note disclosure in the second risk factor on page 8 that $556 million of your order backlog was attributable to two customers and disclosure in the fourth paragraph on page 46 that through December 31, 2007 you have received committed orders for CVD reactors, STC converters and other related equipment from six customers having an aggregate value of over $417 million.

Response:    In response to the Staff's comment, the Company has listed each of its customer contracts included in its order backlog as of March 31, 2008 on Exhibit A attached hereto. As the table demonstrates, none of the Company's existing customer contracts represented more than 20% of its order backlog as of March 31, 2008. The Company believes that a contract's share of the Company's existing backlog at any point in time is the most appropriate benchmark to assess the Company's dependence on any particular contract on a going forward basis. In recent years, the Company's backlog has increased significantly due in large part to the successful introduction of its polysilicon products. As disclosed in the Registration Statement, the Company includes only signed purchase orders or other written contractual commitments in its order backlog. As a matter of course, the Company does not include any contract or other agreement in its order backlog if such contract or agreement contains material conditions outside the control of the Company. For example, the Company did not include any of orders associated with its publicly announced agreement with Trina Solar in its order backlog in light of the significant contingencies contained in such agreement. The Company does not believe that the termination of the Trina Solar agreement due to the failure of Trina's Board of Directors to approve such agreement will have a material adverse affect on the Company or otherwise limits the relevance of its order backlog. To date, the Company has never had any material order or contract included in its order backlog cancelled by the customer.

Although Item 601(b)(10)(ii)(B) of Regulation S-K does not establish a bright line threshold as to what constitutes "substantially dependent," the Company submits that any such threshold as it relates to its pending order backlog should be in excess of 20%. The language "substantially dependent" suggests a loss of all or substantially all of the registrant's revenue if that contract was lost. The loss of all or substantially all of a registrant's revenue is an event that poses consequences far more significant than those contemplated by the term "material adverse effect" as discussed in the Risk Factors section of the prospectus. As discussed in the Company's prior response letter, the Company believes that it could recapture substantially all of the lost revenue from a cancellation of any existing customer contract or loss of any single customer due to the significant demand for its polysilicon products at this time. The Company's existing order backlog includes orders that are scheduled to be filled over the next 18 to 24 months. In the event of any such cancellation, the Company believes it could redeploy such products to fulfill another pending order or sell them to a new customer.

4

The Company sells its products on a worldwide basis to polysilicon, solar wafer, cell and module manufacturers. The Company's customers typically purchase its products when they are either constructing a new production facility or expanding or upgrading an existing facility. The capital requirements for a new or expanded facility are significant and can take up to two or three years to complete. As a result, in any given year a limited number of customers will typically account for a substantial portion of the Company's revenues, but the identity of these customers typically changes from year to year since most of the Company's customers construct new production facilities or expand existing facilities on a periodic basis. The Company believes that this further supports its conclusion that it is not substantially dependent on any single customer contract.

Executive Compensation, page 81

Compensation Discussion and Analysis, page 81

7.
Please identify all of the companies against which you benchmark your compensation for the fiscal year ended March 31, 2008. Alternatively, if you are not using such surveys to benchmark compensation but rather are relying on such additional information to provide your compensation committee with general information to assist in its compensation level deliberations, please indicate such in your response letter and clarify your disclosure accordingly.

Response:    For the fiscal year ended March 31, 2008, the Company's human resources department used executive compensation data from the 2006 Management Compensation Survey in its review of executive compensation. The 2006 Management Compensation Survey is published by The Survey Group, a compensation consulting firm, and includes data from a survey of 294 companies in the New England region. The Company's human resources department did not identify a specific peer group within these companies against which to benchmark executive compensation. Rather, the Company's human resources department utilized information for each executive officer position in three groups of companies identified in the 2006 Management Compensation Survey as a guide for establishing executive compensation for the fiscal year ended March 31, 2008. These groups were: (i) all participating companies; (ii) companies with annual revenues ranging from $100 million to $300 million; and (iii) technology companies with annual revenues ranging from $100 million to $300 million. Because the executive officer positions varied among the companies participating in the 2006 Management Compensation Survey, the number of companies included in each of the three groups varied across executive officer positions, and no one comparison group was identified.

5

In response to the Staff's comment, the Company is supplementally providing the names of the 294 companies included in the 2006 Management Compensation Survey on Exhibit B attached hereto.

8.
We note your response to prior comment 24.

•
Please clarify what it means to have a study "presented" by management that "served as the foundation" for your fiscal 2008 compensation program as disclosed in the last paragraph on page 81.

•
To the extent your CEO was involved in setting his own compensation, please disclose the details involving such activities. We note your disclosure in the last full paragraph on page 82 where management "analyzed" and "proposed" compensation amounts.

Response:    The Company has revised the disclosure in response to the Staff's comment. Please see pages 80 and 81 of the Amendment.

Base Salary, page 84

9.
We note your response to prior comment 25. Please clarify what it means to be "around the 15th percentile of base salaries" and further expand your disclosures to discuss the determination of base salaries for your other named executive officers.

Response:    The Company has revised the disclosure in response to the Staff's comment. Please see page 83 of the Amendment.

Annual Cash Bonus Incentive, page 85

10.
We note your disclosure that the cash bonus amounts are expected to be finalized in May 2008. Please update this section and your Summary Compensation Table to reflect the actual bonus amount paid to your named executive officers.

Response:    The Company has included the actual cash bonus amounts in the Summary Compensation Table and updated the section entitled "—Annual Cash Bonus Incentive." Please see pages 85 and 92 of the Amendment.

Outstanding Equity Awards at Fiscal Year-End, page 93

11.
Please disclose the vesting dates of the options listed in this table. See Instruction 2 to Item 402(f)(2) of Regulation S-K.

6

Response:    The Company has revised the disclosure in response to the Staff's comment. Please see page 94 of the Amendment.

Director Compensation, page 97

12.
Disclose the aggregate number of stock awards and option awards outstanding at fiscal year end. See Instruction to Item 402(k)(2)(iii) and (iv) of Regulation S-K.

Response:    The Company has revised the disclosure in response to the Staff's comment. Please see page 99 of the Amendment.

Principal and Selling Stockholders, page 99

13.
Please identify the individuals with beneficial ownership over the shares held by GT Solar Holdings, LLC.

Response:    The Company has revised the disclosure in response to the Staff's comment. Please see page 101 of the Amendment.

Certain Relationships and Related Transactions, page 101

14.
We note your response to prior comment 38. Please file these guarantees as exhibits.

Response:    The Company has filed the guarantee as Exhibit 10.32 to the Amendment in response to the Staff's comment.

15.
We note your response to prior comment 40. Due to the similarities in entity names and the two mergers, for clarification please provide a diagram showing the mergers. Also, please clarify here the entities identified as the "Main Fund" and the "Cayman Fund" which are defined in footnote 1 to the beneficial ownership table.

Response:    The Company has provided additional disclosure in response to the Staff's comment. Please see pages 102 through 104 of the Amendment.

16.
Please expand your response to prior comment 42 to more fully describe the nature of the write-off of your investment.

Response:    The Company has provided additional disclosure in response to the Staff's comment. Please see pages 105 through 106 of the Amendment.

7

Statement of Policy, page 104

17.
We note your response to prior comment 44. It is unclear how a related party could determine whether an opportunity is presented to them "solely in his or her capacity as a director of the Company." Please expand your disclosure to more clearly describe the interaction of this disclosure and your disclosure regarding corporate opportunities on page 108.

Response:    Pursuant to the provision in the Amended and Restated Certificate of Incorporation relating to corporate opportunities, a director of the Company who is employed by GFI could determine that an opportunity is presented to him solely in his capacity as a director of the Company if it is presented only as an opportunity specifically for the Company. If an opportunity is presented to the director both in his capacity as a director of the Company and in any other capacity (for example, as a director of an unrelated company), the director does not have an obligation to bring the opportunity to the Company. If it is unclear in what context the opportunity is presented, then the director could determine that it is not "solely in his or her capacity as a director of the Company."

The Company has revised the disclosure to clarify the interaction of the Statement of Policy Regarding Transactions with Related Persons and the provisions in the Amended and Restated Certificate of Incorporation relating to Transactions with GFI. Please see page 107 of the Amendment.

Financial Statements, page F-1

18.
Please update the financial statements when required by Rule 3-12 of Regulation S-X.

Response:    The Company has updated the financial statements for the fiscal year ended March 31, 2008.

Note 2, Significant Accounting Policies, page F-9

Warranty, page F-12

19.
We note your response to prior comment 56. However, we note your disclosures on page F-12 that you generally warrant your products for a period of one year. Please reconcile this with your revised disclosures on pages 15 and 68 which state that your DSS products are generally sold with a warranty equal to the shorter of twelve months from the date of acceptance or fifteen months from the date of shipment and that your polysilicon products are generally sold with a warranty for a period not exceeding twenty-four months.

8

Response:    The Company has revised the disclosure in response to the Staff's comment. Please see page F-12 of the Amendment.

Note 13, Stockholders' Equity, page F-34

20.
We note your response to prior comment 60 in which you state that you have not estimated an IPO price per share and that you will provide additional disclosure when an estimated IPO price per share has been determined. We may have additional questions after we review your response.

Response:

THE COMPANY REQUESTS THAT A PORTION OF THE FOLLOWING RESPONSE BE PROTECTED FROM PUBLIC DISCLOSURE PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 83

The underwriters have informed the Company that they are still finalizing their respective valuation ranges for the Company. As a result, the Company has not included an assumed initial public offering range in this Amendment. In order to facilitate the Staff's review of this Amendment, however, the Company has requested that the underwriters provide it with some preliminary valuation information. Based on this preliminary feedback, the Company estimates that the value of its common stock will be approximately [* * *], or [* * *] per share on a pre-split basis. This value is referred to as the "preliminary IPO valuation" and may differ materially from the ultimate IPO price of the Company's common stock.

The Company performed a contemporaneous valuation of its common stock as of November 30, 2007 in connection with stock-based awards it issued on December 22, 2007 and January 2, 2008. This valuation resulted in an estimated enterprise value of approximately $815.5 million, or $95.86 per share. This valuation is discussed on page 43 of the Amendment.

The principal reason for the difference in the valuation as of November 30, 2007 and the preliminary IPO valuation is the timing of the estimates used in each valuation. The preliminary IPO valuation was based on estimated earnings that the underwriters chose for the calendar year ended December 31, 2009 ("Calendar 2009"). The November 30, 2007 valuation used an average of the estimated EBITDA for the twelve month period ending November 30, 2008 ("NTM") as well as actual EBITDA for the historical twelve month period ended November 30, 2007 ("LTM"). As further discussed below, the Company believes that averaging the LTM EBITDA and the NTM EBITDA was appropriate due to the Company's short history of executing positive operating results and management's expectations about future volatility of the solar equipment industry.

* * * CONFIDENTIAL TREATMENT REQUESTED BY GT SOLAR INTERNATIONAL, INC. PURSUANT TO RULE 83

9

        The following table illustrates the reasons for the difference in the two valuations:

[* * *]

        The Company believes that the valuation methodology used in determining a fair value of its common stock of $815.5 million as of November 30, 2007 was appropriate under the circumstances. The Company had previously sought to enter the capital markets in November 2006 through an offering on the AIM, a market operated by the London Stock Exchange, and in April 2007 pursuant to the initial filing of the Registration Statement. After the initial filing of the Registration Statement, the Company had to postpone its proposed initial public offering to resolve accounting issues related to revenue recognition with its independent auditors. As of November 30, 2007, the Company was still in the process of resolving such issues and completing and integrating several new hires who would be critical to resuming its initial public offering efforts. For these reasons, as of November 30, 2007, there was substantial uncertainty about whether the Company's proposed initial public offering would be completed.

        Therefore, the Company believes that it was appropriate to use methodologies typically used in valuing private companies, and that the valuation conducted on November 30, 2007 based on information available to management at that time resulted in a reasonable estimate of the fair value of the Company's common stock.

        Set forth below are the principal differences in the assumptions used in the November 30, 2007 valuation and the preliminary IPO valuation:

* * * CONFIDENTIAL TREATMENT REQUESTED BY GT SOLAR INTERNATIONAL, INC. PURSUANT TO RULE 83

10

Preliminary IPO Valuation Excludes Reliance on Discounted Cash Flow Approach

        On November 30, 2007, the Company's estimate of value relied on the results of the discounted cash flow approach and the market multiple approach. For the discounted cash flow approach, management prepared detailed projections for each of the Company's two business segments through the fiscal year ending March 31, 2014, and used those projections to develop a discounted cash flow model. For the market multiple approach, the Company performed a thorough search and analysis to identify a group of publicly-traded solar capital equipment providers that could serve as a guideline. Because management believed that none of them were truly comparable to the Company, management believed that it was appropriate and necessary to consider the results of both the discounted cash flow and market multiple methods in deriving a value of the Company's common stock as of November 30, 2007. This approach is consistent with Paragraph 109 of the AICPA's practice aid entitled Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the "Practice Aid").

        The preliminary IPO valuation does not rely on the discounted cash flow approach and relies exclusively on the market multiple approach as discussed in more detail below.

Preliminary IPO Valuation Excludes 50% Discount on Polysilicon Business

        On November 30, 2007, the Company applied a 50% probability risk factor to the polysilicon business because that business was at an early stage of development. As of November 30, 2007 and as of the date of this letter, the Company has not had any customer acceptances of its CVD reactors and other polysilicon equipment. The Company was in the process of delivering its first CVD reactors to its first polysilicon customer, and only two of the 28 CVD reactors to be delivered to that customer had been delivered and installed. Furthermore, the production rates of these first two reactors were, at that time, significantly below the minimum reactor output performance criteria set forth in the Company's contract with the customer.

        In management's view, the 50% probability risk factor addressed the risks associated with the polysilicon business at the time, and was an appropriate discount to apply to a business at that stage of development. Paragraph 70 of the Practice Aid provides that in applying the discounted cash flow approach to an enterprise that has a commercially viable product being sold in the marketplace but also has a new product under development that has not yet achieved commercial feasibility, it may be appropriate to bifurcate the economic benefit streams and apply a different discount rate to each. Paragraph 56 of the Practice Aid provides that in applying the market multiple approach, a valuation should consider any significant value-creating milestone events that differ between the comparables.

11

        Since November 30, 2007, the Company has achieved significant milestones in commercializing its polysilicon business:

•
The Company has delivered all 28 CVD reactor units to its first polysilicon customer.

•
All 28 units have been installed at the first customer's site, and management believes they are all currently producing polysilicon.

•
Of the 28 units, several are producing polysilicon at or above the minimum reactor output performance criteria set forth in the Company's contract with that customer.

•
The Company began to deliver CVD reactors and STC converters to a second customer.

•
The Company has received two follow-on orders for CVD reactors from existing customers.

        The preliminary IPO valuation does not apply any probability risk factor to the Company's polysilicon business because it was no longer deemed appropriate by the underwriters in light of the achievement of these milestones.

Preliminary IPO Valuation Excludes 10% Discount for Lack of Marketability

        On November 30, 2007, the Company applied a 10% discount to the results it derived from the discounted cash flow and market multiple methods, to reflect the lack of marketability as a private company. The Company believes that this is appropriate because, as noted in Paragraph 57 of the Practice Aid, in determining the value of privately issued securities, some discount is generally expected when compared to the ultimate IPO price.

        The preliminary IPO valuation does not apply any discount to the implied value. However, as discussed below, the underwriters applied a 10% discount to the implied trading multiples to derive the multiples used in its valuation, based on the fact that the Company will be a new issuer and, as a result, lacks a proven track record in public markets.

Preliminary IPO Valuation Reflects an Increase in Market Multiples from November 2007 to May 2008

        On November 30, 2007, the Company used two sets of companies in developing an EBITDA multiple for its market multiple approach: (1) capital equipment companies, consisting primarily of makers of semiconductor equipment, as well as makers of solar

12

equipment and (2) solar companies that make devices such as solar wafers, cells and modules. The Company believes that these companies best approximated the capital equipment aspect of the Company's business model and the growth characteristics of the solar industry. The Company weighted these two sets of companies to arrive at a LTM EBITDA multiple of 16.5x and a NTM EBITDA multiple of 9.7x.

        The preliminary IPO valuation in May 2008 used a set of three publicly-traded solar capital equipment suppliers and, to a lesser extent, PV manufacturers to derive a forward earnings multiple for Calendar Year 2009. Then, the underwriters used the implied valuation derived from the application of the forward earnings multiple to calculate an implied forward EBITDA trading multiple of [* * *] for Calendar Year 2009 and compared this multiple to multiples of companies in the comparable company set. The underwriters also applied a 10% discount that effectively reduced the forward EBITDA multiple to approximately [* * *].

Preliminary IPO Valuation Reflects Impact of Using Calendar Year 2009 Earnings Instead of LTM EBITDA and NTM EBITDA

        On November 30, 2007, the Company used LTM results and NTM projections for EBITDA in applying market multiple method. As of November 30, 2007, the Company's LTM EBITDA was $19 million and the Company's projected NTM EBITDA was $93 million. The Company believes that when a private company's future projections are significantly different than its historical performance, it is appropriate to consider LTM results and NTM projections equally in calculating a value under the market multiple method. This approach balances past and future performance in the valuation analysis, which is appropriate when a company has not yet demonstrated a track record of achieving rapid growth. On November 30, 2007, the Company did not use projections beyond the next twelve months in applying the market multiple method because management believed there was too much uncertainty due to: (i) the relatively short operating history of the Company's businesses; (ii) volatility in the solar industry; and (iii) potential overcapacity in the industry.

        The preliminary IPO valuation in May 2008 relied on an earnings multiple applied to projected earnings for Calendar Year 2009. The projected EBITDA that corresponds to the projected earnings for Calendar Year 2009 used by the underwriters in the preliminary IPO valuation was [* * *], which is significantly higher than the LTM EBITDA and NTM EBITDA as of November 30, 2007.

* * * CONFIDENTIAL TREATMENT REQUESTED BY GT SOLAR INTERNATIONAL, INC. PURSUANT TO RULE 83

13

        The Company believes that the underwriters considered the following factors important in determining to accept the Company's projections for Calendar Year 2009 for the basis of their preliminary IPO valuation:

•
Commercialization of the Polysilicon Business.  As discussed in more detail under the heading "Preliminary IPO Valuation Excludes 50% Discount on Polysilicon Business," since November 30, 2007, the Company has achieved significant milestones in commercializing its polysilicon business. Since that time, the Company has delivered all 28 CVD reactor units to its first polysilicon customer, all of the 28 units have been installed at that customer's site, management believes all of the units are currently producing polysilicon and several of the 28 units are producing polysilicon at or above the minimum reactor output performance criteria set forth in the Company's contract with that customer. In addition, the Company has received two follow-on orders for CVD reactors from existing customers, which gives credibility to the Company's polysilicon equipment technology and the likelihood of successful commercialization of the Company's polysilicon products.

•
Roll-out of the DSS-450.  As of November 30, 2007, the Company had only recently started to ship its DSS-450 furnaces, which are based on its DSS-240 model but are able to produce larger ingots. As of November 30, 2007, the Company had not received any customer acceptances for DSS-450 furnaces. In the fourth quarter of the fiscal year ended March 31, 2008, the Company has received acceptances for 73 of its DSS-450 furnaces. The recent success of the DSS-450 furnace further supports the Company's projections for its PV business.

•
Achievement of significant growth and profitability in 2008.  Prior to the fiscal year ended March 31, 2008, the Company had not achieved profitability, and, as a result, on November 30, 2007, there was uncertainty regarding the achievability of projections of significant profitable growth. In the fiscal year ended March 31, 2008, the Company reported significantly higher revenues than in the previous fiscal year and net income. The Company recognized a significant portion of its revenue and net income for the fiscal year ended March 31, 2008 in the fourth quarter of that fiscal year.

•
Hiring of new Chief Financial Officer.  In January 2008, the Company hired Robert W. Woodbury, Jr. as its Chief Financial Officer. Mr. Woodbury has significant experience in senior management of publicly-traded technology-based equipment companies, and the Company believes his participation is critical to the Company's ability to transition from a private company to a public company.

14

•
Finalizing Accounting Issues.  As of November 30, 2007, the Company was still in the process of resolving accounting issues related to revenue recognition with its independent auditors. In April 2008, the Company resolved to its independent auditors' satisfaction these accounting issues and was able to file Amendment No. 2 to the Registration Statement with the Commission.

* * * * *

15

        We hope that the foregoing has been responsive to the Staff's comments. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (312) 861-2232.

Sincerely,

/s/ Dennis M. Myers
Dennis M. Myers, P.C.

cc:
Edwin L. Lewis
    GT Solar International, Inc.

Alan F. Denenberg
    Davis Polk & Wardwell

16

Exhibit A

Customer Name(1)

Contract
Amount
($ in millions)
Percent of
Order Backlog
as of March 31,
2008

PV business:

Glory Silicon Energy Co., Ltd. $ 172.0 13.2 %

Jiangxi LDK PV Silicon Technology Company, LTD (a.k.a. LDK) 120.9 9.3

Boading Tianwei Yingli New Energy Resources Co., Ltd. 71.2 5.4

Changzhou Trina Solar Energy Co., Ltd. 39.9 3.1

Customer A 35.2 2.7

Customer B 29.0 2.2

Customer C 14.1 1.1

Customer D 8.9 0.7

Customer E 8.7 0.7

Customer F 7.9 0.6

Customer G 7.5 0.6

Customer H 7.3 0.6

Customer I 7.2 0.6

Customer J 6.1 0.5

Customer K 5.4 0.4

Customer L 3.0 0.2

Customer M 1.1 0.1

Customer N 1.0 0.1

Customer O 0.8 0.1

Customer P 0.8 0.1

Customer Q 0.7 0.1

Customer R 0.7 0.1

Customer S 0.6 **

Customer T 0.5 **

Customer U 0.4 **

Customer V 0.1 **

Turnkey contracts:

Customer W 40.7 3.1

Customer X 26.3 2.0

Customer Y 19.1 1.5

Customer Z 10.7 0.8

Customer AA * **

Polysilicon business:

DC Chemical Co., Ltd. 202.9 15.5

Jiangxi LDK PV Silicon Technology Company, LTD (a.k.a. LDK) 180.0 13.8

DC Chemical Co., Ltd. 89.7 6.9

INSQU Production Limited (a.k.a. Nitol Solar) 49.3 3.8

Jiangsu Shunda Electronic Material & Technology Co., Ltd 39.5 3.0

INSQU Production Limited (a.k.a. Nitol Solar) 38.2 2.9

Kunming Yeyan New Material Co., LTD 34.2 2.6

Asia Silicon (Qinghai) Company Limited 21.5 1.6

DC Chemical Co., Ltd. affiliate 3.7 0.3

TOTAL $ 1,306.8 100.0 %

(1)
Names of customers, other than customers identified in the Registration Statement, have been omitted for confidentiality purposes.

*
Less than $0.1 million.

**
Less than 0.1%.

A-1

Exhibit B

        Companies participating in The Survey Group's 2006 Management Compensation Survey:

A.W. Chesterton Company
AAA Southern New England
Abbott Laboratories
Abt Associates Inc.
ACMI
Acrushnet Company
Agencourt Bioscience
AIPSO
Airmar Technology Corp.
Airvana
Ajilon Consulting
Akibia, Inc.
Albany International Research Co.
American Science & Engineering, Inc.
American Student Assistance
American Superconductor Corp.
American Tower
Ames Safety Envelope Company
Analogic Corporation
Appleseed's
Arbella Insurance Group
ArQule, Inc.
Arthur Blank & Company
Aspect Medical Systems, Inc.
Aspen Aerogels, Inc.
Astra Tech Inc.
Authoria Inc.
Avedis Zildjian Company
Avici Systems Inc.
Aviva Life Insurance Company
Axcelis Technologies, Inc.
Babson College
Bacou-Dalloz USA, Inc.
BAE Systems—Info. & Elec. Warfare Systems
Barry Controls
Battenfeld Gloucester Engineering Co.
BBN Technologies
Becton Dickinson Ophthalmic Systems
Bentley College
Berklee College of Music
Beth Israel Deaconess Medical Center
Blue Cross/Blue Shield of Massachusetts
BOC Edwards
Bose Corporation
Boston Beer Company
Boston College
Boston Financial Data Services, Inc.
Boston Properties

B-1

Boston University
Bradford Soap Works
Brandeis University
Bristol-Meyers Squibb Medical Imaging
BTU International, Inc.
C.R. Bard, Inc.
Cabot Corporation
Cambridge Associates, LLC
Cambridge Health Alliance
Canaccord Adams Inc.
Candela Corporation
Carroll Enterprises Inc.
CDM
Central Vermont Public Service
Charles River Development
Charles River Laboratories
Charrette LLC
Children's Hospital
Circles Company Associates, Inc.
Comcast
Commerce Insurance Company
Communications & Power Industries
ConMed Endoscopic Technologies
Constant Contact
Continental Resources, Inc.
Copyright Clearance Center, Inc.
Courier Corporation
Creare, Inc.
Cross Country Automotive Services
Cumberland Farms, Inc.
Curtiss Wright Controls Embedded Computing
Cybex International, Inc.
Cytyc Corporation
Dartmouth College
Davol, Inc.
Deluxe Corporation
DePuy Spine
Dimatix
Distributed Energy Systems
Draeger Medical Systems, Inc.
DTC Communications Inc.
Duke Energy East Division
Dynamics Research Corporation
East Boston Neighborhood Health Center
Eastern Bank
ECCO USA, Inc.
ECRM, Inc.
Education Development Center, Inc.
Elderhostel/Road Scholar
Electric Insurance Company
Electroswitch

B-2

Engineered Materials Solutions, Inc.
Entegee, Inc.
eScription, Inc.
Exeter Health Resources
FCI Electrical USA
Federal Home Loan Bank of Boston
Federal Reserve Bank of Boston
Ferraz Shawmut, Inc.
Fiduciary Trust Company
First Marblehead
First Realty Management Corp.
Fluent Inc.
Foley Hoag LLP
Foster-Miller, Inc.
Fresenius Medical Care-North America
Fujifilm Microdisks USA, Inc.
Gem Group, Inc.
Genesys Conferencing, Inc.
Goodwin Procter LLP
Gorton's
GT Equipment Technologies, Inc.
GTECH Corporation
H.C. Starck Inc.
Hachette Book Group USA
Hallmark Health
Harvard Pilgrim Health Care
Harvard University
Harvard Vanguard Medical Associates
Harvey Industries, Inc.
Hasbro, Inc.
Health Management Resources
Hebrew Rehabilitation Center
Hendrix Wire & Cable
Henkel Corporation
Heritage Property Investment Trust
Hitchiner Manufacturing Co., Inc.
Hollingsworth & Vose
Hologic, Inc.
Homesite Group Inc.
Houghton Mifflin
Hypertherm, Inc.
InfoMedics, Inc.
Instron Corporation
Interactive Data Corporation
International Data Group, Inc.
Invensys Process Systems
Investors Bank & Trust Company
Ipswitch, Inc.
Island Oasis Frozen Cocktail Co., Inc.
ITG, Inc.
ITT Rule Industries

B-3

ITW/Devcon
Jordan's Furniture
Keurig, Inc.
Kollsman, Inc.
L-3 Communications SDS
Legal Sea Foods, Inc.
Lesley University
Liberty Mutual Group
Life is good, Inc.
Lifeline Systems, Inc.
Lightbridge, Inc.
Lista International Corporation
Lois Paul & Partners
LoJack Corporation
Long Term Care Partners, LLC
Lytron, Inc.
Madico, Inc.
Malden Mills Industries, Inc.
Manulife Financial/John Hancock
Marine Biological Laboratory
Markem Corporaton
Mass Water Resources Authority
Massachusetts Medical Society/NEJM
MassPRO
Mathworks, Inc.
Measured Progress
Medtronic
Metalor Technologies USA
MIB Group, Inc.
Microwave Radio Communications
Millipore
MITRE Corporation
MKS Instruments, Inc.
ModuForm, Inc.
Monotype Imaging Inc.
Morgan Construction Company
Munters Corporation
Museum of Fine Arts
Museum of Science
National Grange Mutual Insurance Co.
Neighborhood Health Plan
Network Engines
New Balance Athletic Shoe, Inc.
New England Baptist Hospital
New England Pottery, LLC
Northeastern University
Northfield Mount Hermon School
Nova Biomedical
Nuvera Fuel Cells
Nypro, Inc.
Ocean Spray Cranberries, Inc.

B-4

Office Environments of New England
Old Mother Hubbard Company
Olympus NDT
OneBeacon Insurance Group
Onset Computer Corporation
Open Channel Solutions, Inc.
OSRAM SYLVANIA Inc.
P&H Solutions, Inc.
Papa Gino's, Inc.
PAREXEL International
Parker Hannifin Corp.—Nichols Airborne Div.
Parker Hannifin Corp.—Pneutronics Div.
Parker Hannifin Corporation—FNS Division
Partners HealthCare System, Inc.
PartyLite Worldwide, Inc.
PC Connection, Inc.
PCG Trading, LLC d/b/a Converge
Pfeiffer Vacuum, Inc.
Physical Sciences Inc.
Plymouth Rock Assurance Corporation
Polaroid Corporation
Pollak
Princess House, Inc.
Private HealthCare Systems, Inc.
Progress Software Corporation
ProMutual Group
Providence Washington Insurance Cos.
QA Technology Company, Inc.
Reebok International Ltd.
Rhode Island School of Design
RISO Inc.
S.R. Weiner & Associates, Inc.
Safety Insurance
Saint-Gobain Abrasives, Inc.
Sappi Fine Paper
SatCon Technology Corporation
SavaJe Technologies, Inc.
Schafer Corporation
Schlumberger Doll Research
Schneider Automation, Inc.
Schott Solar, Inc.
SeaChange International, Inc.
Segway Inc.
Sepracor Inc.
Serono Inc.
Shire Pharmaceuticals
Simmons College
Smith & Nephew, Inc.
Smiths Medical ASD, Inc.
SolidWorks Corporation
Southern New Hampshire Health Systems

B-5

Speedline Technologies
Stonewall Kitchen
Stonyfield Farm, Inc.
Straumann
Stride Rite Corporation
TAC
Talbots
Tele Atlas North America, Inc.
Textron Systems
The Beacon Mutual Insurance Company
The CBR Institute for Biomedical Research, Inc.
The Charles Stark Draper Laboratory, Inc.
The First Church of Christ, Scientist
The MENTOR Network
The RETEC Group, Inc.
Thomson CompuMark
Thoratec Corporaton
TJX Companies, Inc.
Toray Plastics (America), Inc.
Town of Wellesley
Trans National Group
Tufts Health Plan
Twin Rivers Technologies
Tyco Safety Products
UMass Medical School
UMass Memorial Health Care
United Electric Controls Company
United Plastic Fabricating, Inc.
Upromise
Vanasse Hangen Brustlin, Inc.
Varian Vacuum Technologies
Vicor Corporation
Viisage Technology
Vinfen Corporation
Volpe Nat'l Transportation Systems Center
Watchfire
Waters Corporation
Wellesley College
WGBH
Whitehead Inst. for Biomedical Research
Winchester Hospital
Woods Hole Oceanographic Institute
ZOLL Medical Corporation

B-6

~~-----END PRIVACY-ENHANCED MESSAGE-----~~

		200 East Randolph Drive Chicago, Illinois 60601
Dennis M. Myers, P.C. To Call Writer Directly: 312 861-2232 dmyers@kirkland.com		312 861-2000 www.kirkland.com		Facsimile: 312 861-2200

Customer Name(1)			Contract Amount ($ in millions)		Percent of Order Backlog as of March 31, 2008
PV business:
	Glory Silicon Energy Co., Ltd.		$	172.0	13.2	%
	Jiangxi LDK PV Silicon Technology Company, LTD (a.k.a. LDK)			120.9	9.3
	Boading Tianwei Yingli New Energy Resources Co., Ltd.			71.2	5.4
	Changzhou Trina Solar Energy Co., Ltd.			39.9	3.1
	Customer A			35.2	2.7
	Customer B			29.0	2.2
	Customer C			14.1	1.1
	Customer D			8.9	0.7
	Customer E			8.7	0.7
	Customer F			7.9	0.6
	Customer G			7.5	0.6
	Customer H			7.3	0.6
	Customer I			7.2	0.6
	Customer J			6.1	0.5
	Customer K			5.4	0.4
	Customer L			3.0	0.2
	Customer M			1.1	0.1
	Customer N			1.0	0.1
	Customer O			0.8	0.1
	Customer P			0.8	0.1
	Customer Q			0.7	0.1
	Customer R			0.7	0.1
	Customer S			0.6	**
	Customer T			0.5	**
	Customer U			0.4	**
	Customer V			0.1	**
Turnkey contracts:
	Customer W			40.7	3.1
	Customer X			26.3	2.0
	Customer Y			19.1	1.5
	Customer Z			10.7	0.8
	Customer AA			*	**
Polysilicon business:
	DC Chemical Co., Ltd.			202.9	15.5
	Jiangxi LDK PV Silicon Technology Company, LTD (a.k.a. LDK)			180.0	13.8
	DC Chemical Co., Ltd.			89.7	6.9
	INSQU Production Limited (a.k.a. Nitol Solar)			49.3	3.8
	Jiangsu Shunda Electronic Material & Technology Co., Ltd			39.5	3.0
	INSQU Production Limited (a.k.a. Nitol Solar)			38.2	2.9
	Kunming Yeyan New Material Co., LTD			34.2	2.6
	Asia Silicon (Qinghai) Company Limited			21.5	1.6
	DC Chemical Co., Ltd. affiliate			3.7	0.3

		TOTAL	$	1,306.8	100.0	%