947397--2/27/2008--EVERGREEN_SOLAR

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Risks Relating to Our Industry, Products, Financial Results and Operations Evaluating our business and future prospects may be difficult due to the rapidly changing market landscape. We have a history of losses, expect to incur substantial further losses and may not achieve or maintain profitability in the future, which in turn could materially decrease the value of our common stock. We will need to raise significant additional capital in order to continue to grow our business and fund our operations which subjects us to the risk that we may be unable to grow our business and fund our operations as planned. Our future success depends on our ability to increase our manufacturing capacity through the development of additional manufacturing facilities, including the Devens facility. If we are unable to achieve our capacity expansion goals, which would limit our growth potential and impair our operating results and financial condition. We may be unable to effectively manage the expansion of our operations, and the master joint venture agreement that governs our relationship with the other EverQ joint venture participants may impair our ability to expand our manufacturing outside of the United States. The actual costs to complete Devens I and plan, construct and equip Devens II may be higher than expected, and we may not have sufficient funds to pay the increased costs. There are significant risks associated with the completion of Devens which may cause budget overruns or delays in completion of the projects. If we need more silicon than we have estimated or if our suppliers fail to satisfy their obligations under our silicon supply contracts, the current industry-wide shortage of polysilicon could adversely impact our revenue growth and decrease our gross margins and profitability. Two of our multi-year polysilicon supply agreements entered into in 2007 are denominated in Euros. Unfavorable changes in foreign currency exchange rates could adversely affect the cost to manufacture our products, which could result in lost profits, a reduction of orders and loss of market share. Our dependence on a limited number of suppliers for raw materials, key components for our solar power products and equipment could adversely affect our ability to manufacture and timely deliver our products, which could result in order cancellations and loss of market share. If the EverQ IPO is completed, our interest in EverQ will be diluted, our future revenue from EverQ may be adversely affected and our shares may be exposed to increased volatility. We continue to invest significantly in research and development, and these efforts may not result in improved products or manufacturing processes. Our solar power products may not gain market acceptance, which would prevent us from achieving increased revenues and market share. Technological changes in the solar power industry could render our solar power products uncompetitive or obsolete, which could reduce our market share and cause our revenues to decline Our ability to increase market share and revenues depends on our ability to successfully maintain our existing distribution relationships and expand our distribution channels. We face risks associated with the marketing, distribution and sale of our solar power products internationally, and if we are unable to effectively manage these risks, it could impair our ability to expand our business abroad. Our dependence on a small number of distribution partners may cause significant fluctuations or declines in our product revenues. Problems with product quality or product performance may cause us to incur warranty expenses and may damage our market reputation and prevent us from achieving increased sales and market share. Our success in the future may depend on our ability to establish and maintain strategic alliances, and any failure on our part to establish and maintain such relationships could adversely affect our market penetration and revenue growth. The success of our business depends on the continuing contributions of our key personnel and our ability to attract and retain new qualified employees in a competitive labor market. Because we utilize highly flammable materials in our manufacturing processes, we are subject to the risk of losses arising from explosions and fires, which could materially adversely affect our financial condition and results of operations. The reduction or elimination of government subsidies and economic incentives for solar technology could cause our revenues to decline. If solar power technology is not suitable for widespread adoption or sufficient demand for solar power products does not develop or takes longer to develop than we anticipate, our revenues would not significantly increase and we would be unable to achieve or sustain profitability. We face intense competition from other companies producing solar power and other energy generation products. If we fail to compete effectively, we may be unable to increase our market share and revenues. If we are unable to protect our intellectual property adequately, we could lose our competitive advantage in the solar power market. Our technology and products could infringe intellectual property rights of others, which may require costly litigation and, if we are not successful, could cause us to pay substantial damages and disrupt our business. We may be unable to protect adequately or enforce our proprietary information, which may result in its unauthorized use, reduced revenues or otherwise reduce our ability to compete. Licenses for technologies and intellectual property may not be available to us. Existing regulations and changes to such regulations concerning the electrical utility industry may present technical, regulatory and economic barriers to the purchase and use of solar power products, which may significantly reduce demand for our products. Compliance with environmental regulations can be expensive, and noncompliance with these regulations may result in potentially significant monetary damages and penalties and adverse publicity. Compliance with occupational safety and health requirements and best practices can be costly, and noncompliance with such requirements may result in potentially significant monetary penalties and adverse publicity. Product liability claims against us could result in adverse publicity and potentially significant monetary damages. A material portion of our revenue has been generated from our relationship with EverQ and EverQ faces many of the same risks and uncertainties we face. Risks Related to Our Common Stock The issuance or sale of equity, convertible or exchangeable securities in the market, or the perception of such future sales or issuances, could lead to a decline in the price of our common stock. DC Chemical owns a large portion of our outstanding voting power and may be able to influence significantly the outcome of any stockholder vote. The price of common stock may fluctuate significantly, which could result in substantial losses for our stockholders and subject us to litigation. Because we do not intend to pay dividends on our common stock, stockholders will benefit from an investment in our common stock only if it appreciates in value. We are subject to anti-takeover provisions in our charter and by-laws and under Delaware law that could delay or prevent an acquisition of our company, even if the acquisition would be beneficial to our stockholders. We can issue shares of preferred stock that may adversely affect the rights of a stockholder of our common stock.

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947397--2/27/2008--EVERGREEN_SOLAR_INC