947397--3/9/2010--EVERGREEN_SOLAR

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We must continue to invest significantly in research and development to support our unique wafer technology, and these efforts may not result in continued and necessary improvement in our technology. 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 are subject to certain liabilities based upon our relationship with Sovello, Sovello s banks and other parties which may adversely impact our business or our funds available for our operations. Our future success depends on our ability to increase our manufacturing capacity beyond our Devens facility, license our technologies or otherwise outsource the manufacturing of our products. Our inability to increase our production capacity directly or successfully outsource the manufacturing of our products will limit our growth potential and impair our operating results and financial condition. Our dependence on a limited number of suppliers for certain materials, including key components for our solar power products and capital equipment could adversely affect our ability to manufacture and timely deliver our products. If the market price of polysilicon continues to decrease, we could be at a significant competitive disadvantage because we have entered into multi-year polysilicon contracts. 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 Our dependence on a small number of distribution partners may cause significant fluctuations or declines in our product revenues Our current long-term customer contracts for our products will result in a significant portion of our sales being concentrated among a limited number of customers in 2010 and 2011. The failure of one or more customers to purchase or pay for our products in accordance with their contractual commitments could significantly decrease our revenues and harm our business, financial condition and results of operations. 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. The success of our business depends on the continuing contributions of our key personnel and our ability to attract and retain new qualified employees, especially in China. 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. If we are unable to protect our unique intellectual property adequately, we could lose our competitive advantage in the solar power market We may be unable to protect adequately or enforce our proprietary information, particularly with its use in our new China manufacturing location and efforts to partner with a Chinese supplier to further develop our proprietary technology, 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, penalties, adverse publicity or interruptions to our business. Noncompliance with noise regulations at our Devens facility may result in an interruption to our manufacturing which would have a material adverse affect on our production levels and our business. Litigation against Lehman Brothers and Barclays to recover shares of our common stock loaned to Lehman Brothers could be expensive, time-consuming and ultimately unsuccessful. If Lehman Brothers claims against us arising out of our capped call agreement are successful, our financial position would be materially adversely affected. In light of economic uncertainty and extremely difficult credit markets, our expansion plans may be delayed and we may not be able to fulfill customer contracts for shipments in 2011 and beyond. The significant amount and the structure of our 2008 offering of senior convertible notes could adversely affect our business, financial condition and results of operations. Unfavorable changes in foreign currency exchange rates could increase the cost to manufacture our products or result in foreign currency exchange losses, which could adversely affect our profits, product orders and market share. Our ability to use net operating loss carryforwards may be subject to limitation. Provisions of our senior convertible notes could discourage an acquisition of us by a third party. We face particular commercial, jurisdictional and legal risks associated with our proposed expansion in China and our subcontracting relationship with Jiawei. Our growing international operations and customer base require us to comply with complex, multi-national income, value-added and other tax rules, our accruals for which may be insufficient. 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. Three stockholders own, or claim to own, a large portion of our outstanding voting power and may be able to influence significantly the outcome of any stockholder vote. The price of our 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.

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947397--3/9/2010--EVERGREEN_SOLAR_INC