Exhibit 3.1

FIFTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF

ULTRATECH, INC.

FIRST:               The name of the corporation (hereinafter referred to as the “Corporation”) is Ultratech, Inc.

SECOND:          The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE, 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

THIRD:             The purposes of the Corporation are to engage in, promote, conduct and carry on any lawful acts or activities for which corporations may be organized under the Delaware General Corporation Law (the “DGCL”).

FOURTH:         The total number of shares of stock which the Corporation shall have authority to issue is One Hundred (100) shares of Common Stock having a par value of $0.01 per share (the “Common Stock”).

FIFTH:              The Corporation is to have perpetual existence.

SIXTH:              The private property or assets of the stockholders of the Corporation shall not to any extent whatsoever be subject to the payment of the debts of the Corporation.

SEVENTH:       Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation.

EIGHTH:          The business of the Corporation shall be managed by a board of directors.  The number of directors which shall constitute the whole board of directors shall be fixed by, or in the manner provided in the Bylaws of the Corporation.  None of the directors need be a stockholder or a resident of the State of Delaware.

NINTH:             A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) under Section 174 of the DGCL, or (iii) for any transaction from which the director derived any improper personal benefit.  If the DGCL is amended after the approval by the stockholders of this Article NINTH to authorize corporation action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

Any repeal or modification of the foregoing provisions of this Article NINTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

TENTH:                       In furtherance and not in limitation of the rights, powers, privileges and discretionary authority granted or conferred by the DGCL or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized:

A.            To make, amend, alter or repeal the Bylaws of the Corporation;

B.            To authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation;

C.            To set apart out of any funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and to reduce any such reserve in the manner in which it was created; and

D.            To adopt from time to time Bylaw provisions with respect to indemnification of directors, officers, employees, agents and other persons as it shall deem expedient and in the best interests of the Corporation and to the extent permitted by law.

ELEVENTH:              The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

The Corporation reserves the right to amend, alter, change or repeal any provisions herein contained, in the manner now or hereafter prescribed by statute, and all rights, powers, privileges and discretionary authority granted or conferred herein upon stockholders or directors are granted subject to this reservation.

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