**Exhibit 10.37**EXECUTION**MASSACHUSETTS DEVELOPMENT FINANCE AGENCY****PROJECT GRANT AGREEMENT**     This Project Grant Agreement (the “Agreement”) dated as of November 20, 2007, isentered into between the Massachusetts Development Finance Agency (“MDFA”), a Massachusettsbody politic and corporate and a public instrumentality of The Commonwealth of Massachusetts (the“Commonwealth”) established under Chapter 23G of the Massachusetts General Laws as amended(the “Act”) , having its principal office and place of business at 160 Federal Street,Boston, Massachusetts 02110, and Evergreen Solar, Inc., a Delaware corporation, with a principalplace of business at 138 Bartlett Street, Marlborough, Massachusetts 01752 (“Grantee”)(MDFA and Grantee are together referred to as the “Parties”).     **Whereas,**MDFA is offering financial assistance to Grantee in the form of the Grant (ashereinafter defined) to help defray the costs incurred by Grantee in the design and construction ofa facility to be located on certain Land (the “Premises”) owned by MassDevelopment to beleased to Grantee, for the design, manufacture and assembly of products for renewable energytechnologies and all related functions, including research and development and warehousing andadministration (the “Project”, which term shall exclude the cost of any equipment orfixtures specific to the manufacturing or other activities of Grantee to be conducted by Grantee onthe Land);     **Whereas**, MDFA’s provision of such grant funds for use on the Project is consistent with thestatutory goals set forth in the Act and is expected to lead to substantial economic developmentactivity in the Commonwealth, including without limitation the retention and creation ofemployment, as more fully set forth in this Agreement;     **Whereas,**MDFA’s Board of Directors approved the commitment of funds to Grantee for the Projecton August 22, 2007; and     **Now therefore,**pursuant to the terms and conditions of the Agreement, MDFA and Grantee agreeas follows:1. **Term and Termination** a) The term of this Agreement shall commence on the date that this Agreement isfully executed by the Parties (the “Effective Date”), and, unless terminatedearlier pursuant to the terms of Section 1(b) and Section 6 (Events ofDefault), shall expire sixty (60) days after the eighth (8th)anniversary of the Effective Date.  b) MDFA’s obligation to disburse Grant proceeds, however, shall expire in anyevent on the earlier to occur of (i) the six (6) month anniversary of the date thatGrantee has substantially completed the Initial Improvements (as such term is definedin a certain Ground Lease dated on or about the date hereof between MDFA and theGrantee with respect to the Premises and the Project, a copy of which is attachedhereto as **Exhibit A**(the “Ground Lease”)), or (ii) the last day of thetwenty-fourth (24th) month after the Effective Date.  c) This Agreement may be terminated by either MDFA or Grantee if (i) an Event ofDefault occurs (including the expiration of any applicable cure period) and remainsoutstanding as of the date of termination and the party seeking to terminate thisAgreement hereunder is the Non-Defaulting Party, and (ii) the Non-Defaulting Party hasnot waived such Event of Default in writing.  d) The obligations of MDFA to fund any portion of the proceeds under this Grantshall automatically terminate in the event that the Ground Lease is terminated for anyreason,
 

 
***Project Grant Agreement:*****Evergreen Solar, Inc.**   unless termination occurred because the Grantee purchased the Premises pursuant toits option to purchase contained in the Ground Lease.2. **The Grant; Conditions Precedent to MDFA’s Obligation to Make Grant**   Subject to the provisions of this Agreement, including without limitation the provisions ofSection 5 (Payments), Section 8 (Grantee’s Commitments) and Section 9 (Repayment), MDFAshall pay to Grantee a maximum amount of Ten Million Dollars ($10,000,000) (the“Grant”). MDFA shall have no obligation to pay Grantee any amount in excess of theGrant notwithstanding any construction on the Land by Grantee of more than the Project.   Notwithstanding the foregoing, MDFA shall have no obligation to disburse any of the proceedsof the Grant until such time as it has received (a) Grant funds in the amount of $11,000,000from the MORE Jobs Program and the Community Development Action Grant through the ExecutiveOffice of Housing and Economic Development and (b) Grant funds in the amount of $2,000,000from the Public Works Economic Development Program through the Executive Office ofEnvironmental Affairs. 3. **Use of Proceeds**   Grantee hereby covenants and agrees that all Grant funds provided by MDFA pursuant to thisAgreement shall be used solely to defray the direct hard and soft costs incurred by Granteein connection with the due diligence, permitting, design and construction of the Project(hereinafter “Project Costs”), and for no other purpose. In no event, however,shall Project Costs include the cost of any equipment or fixtures specific to themanufacturing or other activities of the Grantee to be conducted by Grantee on the Land. 4. **Reporting**   Grantee shall, on a quarterly basis prior to Substantial Completion (as defined in theGround Lease) and thereafter on an annual basis, provide MDFA with a project status report(the “Progress Reports”), which shall include without limitation (a) a descriptionof completed Project construction milestones, during the period of construction, (b) thestage of the progress of construction of the Project, during the period of construction, and(c) the status of Grantee’s meeting and maintaining the (i) Retained Positions and (ii) newJobs commitments, as defined and more fully set forth in Section 8; provided that nothingherein shall be deemed to require Grantee to disclose information that is of a proprietarynature. Grantee’s compliance with Grantee’s Commitments (as defined in Section 8) may besubject to continuous assessment by MDFA. In furtherance of the foregoing, Grantee shallprovide MDFA with annual reports (the “Annual Reports”), which shall includeinformation setting forth Grantee’s compliance with, and/or variances from, the Grantee’sCommitments. The first Annual Report shall be submitted to MDFA within thirty (30) days ofthe first anniversary of the Effective Date and each subsequent Annual Report shall besubmitted within thirty (30) days of each subsequent anniversary of the Effective Date. Inthe case of the Grantee’s Commitments set forth in Sections 8(a)-(e), the Annual Reportshall include a certification from Grantee’s CEO or CFO concerning Grantee’s compliancewith, and/or variances from, the Grantee’s Commitments. Additionally, Grantee shall provideMDFA with such other information, reports, documents and certifications as MDFA may, fromtime to time, request with respect to the Project and the subject matter of this Agreementwithin twenty (20) days after such request. 5. **Invoices/Payment Schedule** a) *Cost Reimbursement.*Grantee shall receive advances of Grant funds on apercentage of completion basis for Project Costs actually incurred for the design andgeneral construction of the Project (collectively the “Total Project ConstructionFunds”) and upon
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***Project Grant Agreement:*****Evergreen Solar, Inc.**   the completion of the Project, any Grant funds not yet advanced shall be provided toGrantee subject to the provisions of Sections 1(b) and (c) hereof. The Partiesacknowledge that the total amount of MDFA’s funding for the Project’s generalconstruction is Ten Million Dollars ($10,000,000), comprised of the Grant. TheParties acknowledge that the estimated Project Costs for the Initial Improvementsand anticipated sources of the Total Project Construction Funds for the InitialImprovements have been provided to MDFA.  b) *Invoices*. Grantee may submit invoices for payment using the template providedby MDFA. The invoice shall set forth total Project Costs incurred and paid as of thedate of the invoice, the balance of the funds required to complete the Project, andevidence of payment thereof. Grantee shall provide such additional supportingdocumentation of Project Costs actually incurred as MDFA may request.  c) *Payment Terms.*MDFA shall pay disburse Grant funds to Grantee within thirty(30) days after receipt of a properly documented invoice, unless MDFA properlydetermines that any such payment or any part thereof is otherwise not properly payablepursuant to the terms of this Agreement.6. **Events of Default**   For the purposes of this Agreement, a “Defaulting Party” shall mean any party hereto againstwhich the other party hereto is entitled to assert an Event of Default under this Section 6and a “Non-Defaulting Party” shall mean with respect to the occurrence of any Event ofDefault (as defined below), the party to this Agreement that is not the Defaulting Party inconnection with such Event of Default. For purposes of this Agreement “Event of Default”shall mean any of the following: a) Failure by the Defaulting Party to make, when due, any payment or repaymentrequired under this Agreement if such failure is not remedied within thirty (30)calendar days after written notice of such failure is given by the other party andprovided the payment or repayment is not the subject of a continuing good faithdispute;  b) Material breach of any of the Defaulting Party’s obligations contained in thisAgreement, including without limitation the obligations set forth in Section 8(a) or(e), which breaches are not excused by Force Majeure (as defined in Section 16) orcured as provided in the relevant provisions of this Agreement;  c) Any circumstance: (i) in which the Defaulting Party makes a general assignmentfor the benefit of creditors (as a symptom of impending bankruptcy), (ii) in which theDefaulting Party files a petition or otherwise commences, authorizes or consents to thecommencement of a proceeding or cause of action under any bankruptcy or similar law forthe protection of creditors, or where such a petition is filed against Defaulting Partyand is not stayed, withdrawn or dismissed within sixty (60) days after such filing,(iii) in which a court of competent jurisdiction shall determine that Defaulting Partyis generally not paying its debts as such debts become due, or (iv) which results inthe Defaulting Party’s insolvency or its admission that it is unable to pay its debtsgenerally as they become due;  d) Termination of the Ground Lease as a result of an uncured default by Granteeshall be an Event of Default hereunder; and  e) A sale or other transaction in the nature thereof of the Premises by Granteeafter Grantee’s purchase of the Premises from MDFA and as a result thereof Grantee isno longer operating the Project on the Premises.
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***Project Grant Agreement:*****Evergreen Solar, Inc.** f) In addition to any other remedy available to it under this Agreement or underapplicable law, upon any occurrence of an Event of Default, the Non-Defaulting Partyshall be entitled to suspend performance of its obligations under this Agreement untilthe earlier of such time as (a) such Event of Default has been cured, or (b) theNon-Defaulting Party has elected to terminate this Agreement pursuant to Section 1(c).The Non-Defaulting Party may, in addition to such suspension and/or termination,initiate proceedings for an assessment of damages payable to the Non-Defaulting Partyresulting from such Event of Default and/or seek any other remedies available to theNon-Defaulting Party either at law or in equity; provided that MDFA’s remedies (inaddition to such suspension and/or termination) upon an Event of Default by Granteeshall be limited to the right to enforce the repayment and forfeiture provisions asspecified in Section 9 below. Neither the preceding sentence nor any other provisionof this Agreement shall restrict or otherwise limit MDFA’s rights under any otheragreements entered into with Grantee, including without limitation, the Ground Lease.7. **Assignment**   Grantee’s rights and restrictions on the assignment or any form of transfer of any ofGrantee’s interest in the Grant or this Agreement (including without limitation by merger,sale of assets or corporate reorganization) shall be governed by the same terms andconditions permitting and/or restricting assignments of Grantee’s leasehold interest as setforth in Article 10 of the Ground Lease. 8. **Grantee’s Commitments**   Grantee acknowledges that the Grant is conditioned on Grantee’s meeting and maintaining thefollowing commitments (collectively the “Grantee’s Commitments”), and Granteetherefore agrees and covenants that it shall: a) Maintain a general manufacturing, research and development business forrenewable energy technologies at the Premises for a period of five (5) years,commencing on Substantial Completion of the Project as defined in the Ground Leasesubject to the provisions of Article 2, Section 2.2(d) of the Ground Lease.  b) (i) create and maintain (a) 350 new Jobs (as hereinafter defined) as a resultof the Project, of which a minimum of 320 shall be located at the Premises and thebalance of the new Jobs shall be in Massachusetts, within two (2) years of theEffective Date and for a period of six (6) years thereafter and (ii) retain 310existing jobs in Massachusetts (the “Retained Positions”) for a seven (7) yearperiod from the Effective Date. For purposes of this Agreement, the term “job”(wherever it may appear in this Agreement, either on its own, in a defined term, or inupper or lower case) means a Massachusetts-based full-time equivalent employee onGrantee’s payroll. Notwithstanding the foregoing or the provisions of Section 9, it isagreed and understood that new Jobs created prior to the end of the second yearfollowing the Effective Date, in satisfaction of the foregoing requirements, may becreated anywhere in Massachusetts.    Notwithstanding anything to the contrary herein, in the event that the Grantee doesnot comply with the provisions of this Section 8(b), the Grantee shall not be deemedto be in default of Grantee’s commitments hereunder but rather shall be obligated torepay to the Grantor those sums that were not earned pursuant to the provisions ofSection 9 below.  c) To the extent feasible, give consideration to utilizing Massachusetts-basedcontractors in the construction of the Project, but Grantee shall not be required toemploy a certain quota or percentage of Massachusetts-based contractors.
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***Project Grant Agreement:*****Evergreen Solar, Inc.** d) To the extent feasible, give consideration to using equipment manufactured orassembled by Massachusetts companies, but Grantee shall not be obligated to purchaseany quota or percentage of equipment from Massachusetts companies.  e) Not be or become a Prohibited Person. For the purposes of this Agreement a“Prohibited Person” is any person or entity which is, or in which a direct or indirectowner of 10% or more of the beneficial interest is, (X) in breach or violation of awritten contract with the Commonwealth or MDFA as to which more than $5,000,000 is atissue and the entity is not contesting the breach or violation or the Commonwealth orMDFA has obtained at least an initial finding or determination in its favor which hasnot been overruled as to the principal matter at issue from a court, arbitrator orother tribunal with jurisdiction, (Y) delinquent to the extent of $1,000,000 or more inthe payment of any state or local taxes assessed by or in the Commonwealth or (Z) aperson or entity as to which it is illegal for MDFA to do business with under state orfederal law. Notwithstanding the foregoing, however, the acquisition of 10% or more ofthe stock of Grantee on a recognized stock exchange or in the open market without theintervention, support or consent of Grantee shall not cause Grantee to be or become aProhibited Person.9. **Repayment Provisions** a) Grantee acknowledges and agrees that it shall repay the full amount or relevantportion of the Grant (without interest), excluding any theretofore Earned Amounts (asthat term is defined in Section 9(b)(ii) below), if Grantee is the Defaulting Partywith respect to an Event of Default or if Grantee fails to comply with the Grantee’sCommitments set forth in Section 8, such repayment to be due and payable to MDFA withinthirty (30) days of Grantee’s receipt of written notice from MDFA demanding suchrepayment due to Grantee’s failure to comply with Grantee’s Commitments.  b) (i) Grantee shall have eight (8) years following the Effective Date to create2,300 new “Job Years” in Massachusetts, a portion of which shall be created at thePremises as required by Section 8(b). A “Job Year” shall be defined as each Job (asdefined in Section 8(b)) that was created in Massachusetts, subject to the requirementsof Section 8(b), during the year multiplied by the number of weeks the job existeddivided by 50. Grantee shall submit to MDFA, within thirty (30) days of each annualanniversary of the Effective Date, a Job Years Assessment Report containing informationdemonstrating the number of Job Years created in Massachusetts, subject to therequirements of Section 8(b), as of each annual anniversary of the Effective Date.   (ii) For each new Job Year created (each an “Actual Job Year” and collectively the“Actual Job Years”), Grantee shall be deemed to have earned a portion of the Grantin an amount equal to Four Thousand Three Hundred Forty Eight Dollars ($4,348.00)(the “Earned Amount”), and in an aggregate Actual Job Years amount not toexceed Ten Million Dollars ($10,000,000). All Earned Amounts shall not be subjectto forfeiture.    (iii) In the event that the number of Actual Job Years created on any annualanniversary of the Effective Date is less than the number of Targeted Job YearsCreated, as that term is set forth and applied in Attachment A for such annualanniversary date, Grantee shall forfeit to MDFA a portion of the Grant in an amountequal to Four Thousand Three Hundred Forty Eight Dollars ($4,348.00) multiplied bythe difference between (A) the number of Targeted Job Years Created as specified inAttachment A for such annual anniversary date and (B) the number of Actual Job Yearscreated by such annual anniversary date (the “Forfeiture Amount”). Granteeshall pay MDFA any Forfeiture Amount within thirty days of Grantee’s receipt ofwritten notification from MDFA, provided that any Forfeiture Amount due hereunder onaccount of the number of Actual Job Years created within the first two (2) years ofthe Effective Date shall be deferred and paid upon the first day of the third(3rd) year after the Effective Date and in
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***Project Grant Agreement:*****Evergreen Solar, Inc.**   no case shall the total Forfeiture Amount exceed $10 million less any previouslyEarned Amounts. In addition, Grantee shall not be obligated to pay any ForfeitureAmount or otherwise repay any of the Grant funds after such time as the Grantee hasachieved the creation of 2,300 Job Years.    (iv) Notwithstanding the foregoing, in the event that a Forfeiture Amount isdetermined to be payable hereunder, and in any subsequent annual period the numberof Actual Job Years created by any annual anniversary of the Effective Date exceedsthe number of Targeted Job Years Created by such annual anniversary date, MDFA shallre-pay Grantee a portion of the Forfeiture Amount in an amount equal to FourThousand Three Hundred Forty Eight Dollars ($4,348.00) multiplied by the number ofActual Job Years created by such annual anniversary date in excess of the TargetedJob Years Created by such annual anniversary date (the “Re-Payment Amount”).Furthermore, in the event that the Grantee achieves the creation on a cumulativebasis of 2300 Job Years on or before the last day of the 8th yearfollowing the Effective Date, MDFA shall pay back to Grantee any and all amountspreviously paid by Grantee to MDFA as Forfeiture Amounts (the “True-Up Amount”).Any Re-Payment Amount and/or True-Up Amount shall not exceed the aggregate of allForfeiture Amounts previously paid by Grantee to MDFA. MDFA shall re-pay Granteeany Re-Payment Amount and/or True-Up Amount within thirty days of MDFA’s receipt ofwritten notification from Grantee.  c) All of the provisions of the foregoing Section 9(b) notwithstanding, Granteeshall not be required to pay any Forfeiture Amount or otherwise repay any of the Grantfunds to MDFA due to any failure to fulfill Grantee Commitments that directly resultfrom an event of Force Majeure as defined in Section 16.  d) Grantee shall have the right at any time to apply to MDFA for full or partialwaiver or modification or extension of time to meet Grantee’s Commitments. Anydecision to waive, modify or extend such time frames shall be in the exercise of MDFA’ssole discretion.  e) In the event Grantee becomes a Prohibited Person as defined in Section 8(e),MDFA may declare an Event of Default hereunder and cease making any further Grantadvances and Grantee shall be deemed to be in default pursuant to the Ground Lease andMDFA may exercise any other remedies available to it under the Ground Lease.10. **Nondiscrimination**   Grantee agrees to comply with all applicable Federal and State statutes, rules andregulations promoting fair employment practices or prohibiting employment discrimination andunfair labor practices and shall not discriminate in the hiring of any applicant foremployment nor shall any qualified employee be demoted, discharged or otherwise subject todiscrimination in the tenure, position, promotional opportunities, wages benefits or termsand conditions of their employment because of race, color, national origin, ancestry, age,sex, religion, disability, handicap, sexual orientation, or for exercising any rightsafforded by law. 11. **Undocumented Workers and Indemnification** a) Grantee hereby certifies that Grantee does not and shall not knowingly useundocumented workers in connection with the Project, and Grantee agree that, pursuantto federal requirements, Grantee shall verify the immigration status of all workersemployed by Grantee at the Premises without engaging in unlawful discrimination.Grantee shall not knowingly alter or falsify, or accept altered or falsified, documentsfrom any such worker. Any breach of the foregoing terms and provisions may be regardedby MDFA as a material breach of this Agreement, subjecting Grantee to sanctions,including
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***Project Grant Agreement:*****Evergreen Solar, Inc.**   but not limited to monetary penalties, withholding of Grant funds, suspension of theAgreement or termination of this Agreement.  b) To the fullest extent permitted by law, subject to the limitations set forth inSection 11(c), Grantee shall indemnify and hold harmless the Commonwealth, MDFA, andeach of their respective agents, officers, directors and employees (together with theCommonwealth and MDFA, the “Covered Persons”) from and against any and allliability, loss, claims, damages, fines, penalties, costs and expenses (includingreasonable attorney’s fees), judgments and awards (collectively, “Damages”)sustained, incurred or suffered by or imposed upon any Covered Person resulting fromany breach of this Agreement by Grantee. Without limiting the foregoing, Grantee shallindemnify and hold harmless each Covered Person against any and all Damages that mayarise out of or are imposed because of the failure to comply with the provisions ofapplicable law by Grantee or any of its agents, officers, directors, employees orsubcontractors. Such obligations shall survive any termination of this Agreement forthree (3) years.  c) The indemnification obligation set forth in Section 11(b) shall not apply tothe extent that Damages result from the negligence or reckless or willful misconduct ofany Covered Person.  d) In no event shall either party be liable for any indirect, incidental, specialor consequential damages whatsoever (including but not limited to lost profits orinterruption of business) under this Agreement. Notwithstanding the foregoing, theparties acknowledge and agree that MDFA as a public entity has an overriding policy ofnot providing financial or other assistance of any kind from its limited publicresources to Prohibited Persons for any period of time. The parties agree andstipulate that any forfeiture of Grantee’s right to receive additional disbursements ofGrant funds to the extent provided for herein if Grantee should voluntarily be orbecome a Prohibited Person is reasonable in light of the irreparable harm MDFA wouldsuffer.12. **Public Records**   As a public entity, MDFA is subject to the Massachusetts Public Records Law (set forth atMassachusetts General Laws Chapter 66) and thus documents and other materials made orreceived by MDFA and/or its employees are subject to public disclosure. All informationreceived by MDFA from Grantee shall be deemed to be subject to public disclosure, except asprovided by applicable law. 13. **Document Review Rights**   Upon reasonable notice to Grantee and during normal business hours at the offices ofGrantee, MDFA will have the right to review Grantee’s or its other agents’ records to theextent Grantee has access to such agents’ records and as is reasonably necessary to confirmthat Grantee is in compliance with this Agreement, at any time from the Effective Datethrough the end of the Retention Period, as defined below herein, provided that nothingherein shall be deemed to permit MDFA to review any records that contain information of aproprietary nature to Grantee. If such review reveals that any portion of the Grant wasutilized for purposes not permitted under this Agreement, then Grantee shall refund to MDFAthe amount determined by such review within thirty (30) days of Grantee’s receipt of suchdemand. Grantee shall maintain books, records, and other compilations of data pertaining tothe Grant payments made under this Agreement to the extent and in such detail as shallreasonably substantiate use of such payments. All such records shall be kept for a periodcommencing on the Effective Date and terminating seven (7) years after payment of the finaladvance of Grant proceeds under this Agreement (the “Retention Period”). If anylitigation, claim, negotiation, audit or other action involving the records is commencedprior to the expiration of the Retention Period, all records shall be retained untilcompletion of the audit or other action and resolution of all issues resulting therefrom, oruntil the
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***Project Grant Agreement:*****Evergreen Solar, Inc.**  end of the Retention Period, whichever is later. MDFA or the Commonwealth or any of theirduly authorized representatives shall have the right at reasonable times and upon reasonablenotice, to examine and copy at reasonable expense, the books, records, and othercompilations of data of Grantee which pertain to the Project and/or the provisions andrequirements of this Agreement from the Effective Date through the end of the RetentionPeriod. Such access may include on-site audits, review and copying of records. 14. **Lobbying**   No Grant funds may be used to pay for or otherwise support any activities intended toinfluence any matter pending before the Massachusetts General Court or for activitiescovered by the law and regulations governing “legislative agents” or “executive agents” setforth in the Massachusetts Lobbying Law, M.G.L. c.3, §39. 15. **Choice of Law**   This Agreement shall be construed under, and governed by, the laws of the Commonwealth ofMassachusetts, without giving effect to its conflict of laws principles. Grantee agrees tobring any Federal or State legal proceedings arising under this Grant in which theCommonwealth or MDFA is a party in a court of competent jurisdiction within the Commonwealthof Massachusetts. This Section shall not be construed to limit any other legal rights of theparties. 16. **Force Majeure**   Neither party shall be liable to the other, or be deemed to be in breach of this Agreementfor any failure or delay in rendering performance arising out of causes beyond itsreasonable control and without its fault or negligence (“Force Majeure”). Suchcauses may include, but are not limited to, acts of God or of a public enemy (includingterrorist attacks), fires, floods, epidemics, quarantine restrictions, freight embargoes, orunusually severe weather. Except as otherwise provided in this Agreement, dates or times ofperformance, including limits set on making advances of Grant funds, shall be extended tothe extent of delays excused by Force Majeure, provided that the party whose performance isaffected notifies the other promptly in writing of the existence and nature of such delay.Nothing in this Section 16 shall be deemed to apply to MDFA’s obligation to advance Grantfunds as and when due pursuant to the terms of Section 5 of this Agreement. 17. **Waivers**   Conditions, covenants, duties and obligations contained in this Agreement may be waived onlyby written agreement between the parties. Forbearance or indulgence in any form or manner bya party shall not be construed as a waiver, nor in any way limit the remedies available tothat party. 18. **Notice**   Any notice under this Agreement shall be in writing and shall be sent either (i) byfacsimile, (ii) by courier, or (iii) by first class mail, postage, prepaid, to the addressas set forth below (or to such other address as a party may provide by notice to the partypursuant to this Section), and shall be effective (i) if dispatched by facsimile anddelivery is electronically confirmed by said media, the day such electronic confirmation isreceived, (ii) if sent by courier, one business day after dispatch, (iii) if sent by firstclass mail, five business days after its date of posting. The address for such notice foreach party is as follows:       If to MDFA: Massachusetts Development Finance Agency    160 Federal Street     Boston, MA 02110    617/330-2000 (phone) 
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***Project Grant Agreement:*****Evergreen Solar, Inc.**         617/330-2054 (fax)     Attn: Richard W. Holtz, General Counsel       If to Grantee: Evergreen Solar, Inc.    138 Bartlett Street    Marlborough, MA 01752    508/357-2221 (phone)     508/229.0747 (fax)     Attn: Richard Chleboski, Vice President19. **Amendments, Entire Agreement and Exhibit**   All conditions, covenants, duties and obligations contained in the Agreement may be amendedonly through a written amendment signed by the Parties. The Parties understand and agreethat this Agreement supersedes all other verbal and written agreements and negotiations bythe Parties regarding the matters contained herein. The following are attached andincorporated into this Agreement:EXHIBIT A — GROUND LEASE           **Massachusetts Development Finance Agency**   **Evergreen Solar, Inc.**             By: /s/ Robert L. Culver    By: /s/ Richard Chleboski   Name: Robert L. Culver   Name: Richard Chleboski  Title: President and Chief Executive Officer   Title: Vice President  Date: November 20, 2007   Date: November 20, 2007             APPROVED AS TO FORM:         MASSACHUSETTS DEVELOPMENT FINANCE AGENCY                   By: /s/ Richard W. Holtz Richard W. Holtz, General Counsel        
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**EXHIBIT A****Ground Lease**
 

 
**AttachmentA****Jobs Target Schedule**                       Targeted  Total MA     Job YearsYear Employment Retained Jobs Created1  360   310   50 2  460   310   200 3  660   310   550 4  660   310   900 5  660   310   1250 6  660   310   1600 7  660   310   1950 8  660   310   2300              Total Job Years      2300                  Grant Amount     $10,000,000     Amount per Job Year     $4,348   | Amount / Job YearsRetained Jobs      310     **EXAMPLES**                                     Year  1   2   3   4   5   6   7   8  Total**Example 1**                                    Actual jobs  660   660   660   660   660   660   660   660            Actual New Job Years Created  350   350   350   350   350   350   350   350            Actual Cumulative Job Years  350   700   1050   1400   1750   2100   2450   2800     Target Cumulative Job Years  50   200   550   900   1250   1600   1950   2300     Variance to Target  300   500   500   500   500   500   500   500     **Earned Amount*****See sec 9(b)(ii)***  **1,521,800**   **1,521,800**   **1,521,800**   **1,521,800**   **1,521,800**   **1,521,800**   **869,200**       **10,000,000** Forfeit (less than minimum cumulative job years) *See Sec 9(b)(iii)*  —   —   —   —   —   —   —   —   — Reearnings of Forfeited amounts  —   —   —   —   —   —   —   —   —  Cumulative Earned Amount *See sec 9(b)(ii)*  1,521,800   3,043,600   4,565,400   6,087,200   7,609,000   9,130,800   10,000,000   10,000,000                                         Year 1 2 3 4 5 6 7 8 Total**Example 2**                                    Actual jobs  310   400   510   600   660   670   700   700            Actual New Job Years Created  0   90   200   290   350   360   390   390            Actual Cumulative Job Years  0   90   290   580   930   1290   1680   2070     Target Cumulative Job Years  50   200   550   900   1250   1600   1950   2300     Variance to Target  -50   -110   -260   -320   -320   -310   -270   -230     **Earned Amount*****See sec 9(b)(ii)***  **—**   **391,320**   **869,600**   **1,260,920**   **1,521,800**   **1,565,280**   **1,695,720**   **1,695,720**   **9,000,360** Forfeit (less than minimum cumulative job years) *See Sec 9(b)(iii)*          (1,130,480)  (260,880)                  (1,391,360)Reearnings of Forfeited amounts      —   —   —   —   43,480   173,920   173,920   391,320  Cumulative Earned Amount *See sec 9(b)(ii)*  —   391,320   1,260,920   2,521,840   4,043,640   5,608,920   7,304,640   9,000,360