947397--3/16/2006--EVERGREEN_SOLAR

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{product, market, service}

{property, intellectual, protect}

{cost, operation, labor}

{customer, product, revenue}

{stock, price, share}

{regulation, government, change}

{personnel, key, retain}

{product, candidate, development}

{provision, law, control}

{control, financial, internal}

{acquisition, growth, future}

{system, service, information}

{debt, indebtedness, cash}

{cost, regulation, environmental}

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{stock, price, operating}

We may need to raise significant additional capital in order to fund our operations and to continue to grow our business, which subjects us to the risk that we may be unable to maintain or grow our business as planned and that our stockholders may be subject to substantial additional dilution. Our ability to expand our manufacturing capacity and therefore to increase revenue and achieve profitability depends to a large extent upon the success of EverQ. EverQ is subject to numerous risks, many of which are outside of our control, and we cannot assure you that EverQ will achieve its objective or otherwise be successful. If EverQ is not successful, our business would be materially and adversely harmed and our stock price would decline. Our future success substantially depends on our ability to significantly increase our manufacturing capacity through the development of additional manufacturing facilities. We may be unable to achieve our capacity expansion goals as a result of a number of risks, which would limit our growth potential, impair our operating results and financial condition and cause our stock price to decline. Because we depend on single and sole source suppliers for a number of specialized materials, including silicon, necessary to manufacture our solar power products, we are susceptible to supplier and industry-wide supply shortages and price volatility, which could adversely affect our ability to meet existing and future customer demand for our products and cause us to make fewer shipments, generate lower than anticipated revenues and manufacture our products at higher than expected costs. Our dependence on a limited number of third party suppliers for raw materials, key components for our solar power products and custom-built equipment for our operations could prevent us from delivering our products to our customers within required timeframes, which could result in order cancellations and loss of market share. We may fail to successfully bring to market our new solar power products under development, which may prevent us from achieving increased sales and market share. Our solar power products may not gain market acceptance, which would prevent us from achieving increased sales 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 sales to decline. Our ability to increase market share and sales 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 resellers 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, particularly as we introduce new technologies such as Thin Ribbon and larger modules. 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 would 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. We may be affected by skilled labor shortages and labor disputes. Extended business interruption at our manufacturing facilities could result in reduced sales. Because our business relies upon a variety of computer systems to operate effectively, the failure or disruption of, or latent defects in these systems could have a material adverse effect on our business. If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, this could have a material adverse effect on our business. Our management team may not be able to successfully implement our business strategies. The reduction or elimination of government subsidies and economic incentives for on-grid applications 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 sales 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 sales. If we are unable to protect our intellectual property adequately, we could lose our competitive advantage in the solar power market. If we are subject to litigation and infringement claims, they could be costly and disrupt our business. We may be unable to adequately protect or enforce our proprietary information, which may result in its unauthorized use or reduced sales or otherwise reduce our ability to compete. If the effective term of our patents is decreased due to changes in patent laws or if we need to refile some of our patent applications, the value of our patent portfolio and the revenues we derive from it may be decreased. International intellectual property protection is particularly uncertain and costly, and we have not obtained or sought patent or trademark protection in many foreign countries where our solar power products and services may be developed, manufactured, marketed or sold. Existing regulations and changes to such regulations may present technical, regulatory and economic barriers to the purchase and use of solar power products, which may significantly reduce demand for our products. Our reliance on government contracts to partially fund our research and development programs could slow our ability to commercialize our solar power technologies and would increase our research and development expenses. Compliance with environmental regulations can be expensive, and noncompliance with these regulations may result in adverse publicity and potentially significant monetary damages and fines. Product liability claims against us could result in adverse publicity and potentially significant monetary damages. Risks Related to Our Common Stock Substantial leverage and debt service obligations may adversely affect our cash flows. The price of our common stock has been volatile. Because we do not intend to pay dividends, 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.

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947397--3/16/2006--EVERGREEN_SOLAR_INC