**Exhibit 10.35**CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omittedpursuant to a request for confidential treatment and, where applicable, have been markedwith an asterisk (“[****]”) to denote where omissions have been made. The confidentialmaterial has been filed separately with the Securities and Exchange Commission.   FINAL October 25, 2007**MEMORANDUM OF UNDERSTANDING**     THIS MEMORANDUM OF UNDERSTANDING (the “**MOU**”) is entered into as of October 25, 2007 by andamong **Evergreen Solar, Inc.**, a corporation organized under the laws of Delaware, USA (“**ESLR**”),**Q-Cells AG**, a stock corporation organized under the laws of Germany (“**QC**”), **Renewable EnergyCorporation ASA**, a stock corporation organized under the laws of Norway (“**REC**”, and together withESLR and QC, the “**Parents**”), and **EverQ GmbH**, a limited liability company organized underthe laws of Germany (“**EQ**”). Each of the Parents respectively and EverQ may individuallyhereinafter sometimes be referred to as “a Party” and collectively as “the Parties”). Capitalizedterms used herein shall have the definitions set forth in Section A of this MOU.**R****E****C****I****T****A****L****S****:**     WHEREAS, EQ was organized by the Parents to manufacture solar wafers, cells and panels forcommercial and residential solar electric systems utilizing ESLR’s String Ribbon Technology;     WHEREAS, in accordance with the business plan developed and approved by the Parties the“**Business Plan**”), the Parents desire that EQ become a stand-alone company, focused on low-costmanufacturing, with its own personnel to perform the marketing, sales, production, engineering,research and design and general and administrative functions of the business, and an enhancedexpanded management team;     WHEREAS, in approving the Business Plan, the Parents and the management of EQ have determinedthat EQ should complete an IPO as soon as practicable and thereafter endeavor to expand itsproduction capacity to 600 MW;     WHEREAS, EQ will need to secure a supply of polysilicon for its continued production of solarpanels and for the expansion of its production capacity, and REC desires to grant EQ an option toenter into a polysilicon supply agreement;     WHEREAS, certain rights and obligations under the existing licensing agreement between ESLRand EQ related to the String Ribbon Technology, including both the Gemini String Ribbon Technologyand the Quad/COF Technology will need to be amended and modified to enable EQ’s operation as astand-alone business;     WHEREAS, other amendments and modifications to existing agreements among the Parties will needto be made in connection with the proposed strategic changes in EQ’s business operations; and

 
FINAL2October 25, 2007     WHEREAS, EQ will need additional financial resources and other assistance to rapidly positionEQ as a worldwide leader in the manufacture of low cost solar panels;     NOW, THEREFORE, in consideration of the foregoing premises and certain other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the Parties heretohereby agree as follows:     **A. Definitions.**For purposes of this Agreement, the following terms have the meaning setforth below:     “**Actual Base Rate**” shall have the meaning as set forth in Section F.II.3.     “**Actual Quad Cost**” shall have the meaning as set forth in Section F.II.3.     “**Added Value**” shall have the meaning as defined in the LTTA.     “**Additional SR Technology**” shall have the meaning as set forth in Section G.I.     “**Banks**” shall have the meaning as set forth in Section J.II.     “**Base Rate**” shall have the meaning as set forth in Section F.II.1.     “**Business Plan**” shall have the meaning as set forth in the Recitals to this MOU.     “**Commercial Improvements**” shall mean any patentable improvement or patentable developmentarising from the String Ribbon Technology that reduces the production costs or increases theoutput, effectiveness, utility or value of the Licensed Products.     “**Cost Savings**” shall have the meaning as defined in the LTTA, however, taking into account thespecifics in the MOU.     “**Declining Factor**” shall have mean the factor multiplied by the Base Rate in the2nd through 8th years of production pursuant to Section 4.1(f)(i) of theLTTA.     “**End of First Year**” shall have the meaning as set forth in Section F.II.1.     “**EQ 2 Cost Base**” shall have the meaning as set forth in Section F.II.1.     “**EQ 2**” shall mean the existing production facilities of EQ as of the date of this Agreementusing the string ribbon technology licensed from ESLR.     “**EQ 3**” shall mean the planned expansion of EQ with a capacity of further 75 MW based on theQuad/COF Technology.     “**First Year”**shall have the meaning as set forth in Section F.II.1.     “**Full Production**” shall have the meaning as set forth in Section F.II.1.

 
FINAL3October 25, 2007     “**Gemini Compensation Value**” shall have the meaning as set forth in Section E.IV.     “**Gemini Right**” shall have the meaning as set forth in Section E.I.     “**Gemini String Ribbon Technology**” shall mean the String Ribbon Technology as used in EQ 2 asof the date of this MOU.     “**Improved Gemini String Ribbon Technology**” is the Gemini String Ribbon Technology and allCommercial Improvements made to Gemini String Ribbon Technology by ESLR that are available as ofthe IPO.     “**IPO**” shall have the meaning as set forth in Section J.I.     “**Licensed Products**” shall have the meaning as defined in the LTTA, however, taking intoaccount the specifics in the MOU.     “**LTTA**” is the Amended and Restated License & Technology Transfer Agreement By and Between ESLRand EQ as of September 29, 2006.     “**MNIP**” shall have the meaning as defined in the LTTA, however, taking into account thespecifics in the MOU.     “**MOU**” shall mean this Memorandum of Understanding.     “**Nominal Output**” shall have the meaning as set forth in Section F.II.1.     “**Nominal Savings**” shall have the meaning as set forth in Section F.II.2.     “**Parties**” are ESLR, QC, REC and EQ.     “**Quad/COF License**” shall have the meaning as set forth in Section F.I.     “**Quad/COF Technology**” meaning the Quad ribbon process of ESLR for producing silicon wafersincluding Cut on the Fly as such technology exists at the time the final Quad/COF License agreementbetween EQ and ESLR is entered into pursuant to this MOU.     “**Quad Cost Savings**” shall have the meaning as set forth in Section F.II.1.     “**Ramp Up Period**” shall have the meaning as set forth in Section F.II.1.     “**Royalty Rate Quad**” shall have the meaning as set forth in provision Section F.II.1.     “**Silicon Offer**” shall have the meaning as set forth in Section D.I.     “**Spreadsheet”**shall have the meaning as set forth in Section F.II.3.

 
FINAL4October 25, 2007     “**Start of Full Production**” shall have the meaning as set forth in Section F.II.1.     “**String Ribbon Technology**” shall have the meaning as defined in the LTTA as “String Ribbon”and “Technology”.     **B. General.**     **I. Announcement.**EQ will, concurrently with signing this MOU, announce that theconstruction of EQ 3 has been approved by the Supervisory Board of EQ and that completion ofan IPO of EQ is an objective of the Parents.     **II. Name Change.**EQ will shortly thereafter change its name to a name not associatedwith the names of any of the Parents. With announcement of a new name of EQ, there-branding of EQ shall commence. Initially the re-branding of its products will be achievedby labeling the existing products with the new EQ name to the extent such products will notbe used to satisfy orders outstanding under sales agreements entered into by ESLR prior tothe date of this MOU.     **III. License Concerns.**One or more definitive license agreement(s) regarding thelicenses contemplated by this MOU (or an amendment and restatement of the LTTA) shall benegotiated in good faith by the parties following the date of this MOU. In the case of thelicense of the Quad/COF Technology granted effective on the date of this MOU, until suchtime as (a) definitive agreement(s) has been entered into (or amendment and restatement ofthe LTTA has been effected), the terms of the LTTA, to the extent they are not inconsistentwith the terms of the Quad/COF Technology license set forth in this MOU shall apply to thelicense of such technology. All licenses granted in accordance with this MOU shall includeall associated Technical Deliverables as defined in the LTTA.     **IV. Access to Suppliers.**For one year after the IPO, except for standard purchaseagreements with suppliers, neither ESLR nor EQ will enter into exclusive supply agreementswith suppliers of string ribbon related wafer furnaces and string if such suppliers couldotherwise provide such furnaces and string to the other party. EQ and ESLR will cooperate tonegotiate in good faith a capacity plan with their string manufacturer to secure supply forthe expansion plans for both companies.     **C. Governance Changes.**By 30 June 2008, if the Parents have not unanimously agreed to have EQabandon its efforts to complete an IPO, the Supervisory Board shall consist of threerepresentatives of the employees of EQ, one representative of each Parent and 3 independentdirectors who shall be individuals (i) who are not affiliated with any of the Parents or EQ, (ii)with relevant industry experience and (iii) who are capable of serving as directors of apublicly-traded company. Each Parent will nominate one independent director and the other Parentsagree to elect each independent director so nominated. Should the IPO be cancelled/abandoned, theParents agree to return to a Supervisory Board that consists of 3 employee representatives and 2directors elected by each Parent.

 
FINAL5October 25, 2007     **D. Silicon Supply.**     **I.**REC hereby offers EQ a further take or pay polysilicon supply agreement to provideEQ with sufficient polysilicon through 2015 to meet the production needs for expanding EQ upto annual production capacity of at least 600 MW by 2012 (the “**Silicon Offer**”).     **II.**The commercial key parameters of the Silicon Offer shall be as follows:     **1. Volume:**               **2010** **2011** **2012** **2013** **2014** **2015**New Contract Volume [****]t [****]t [****]t [****]t [****]t [****]t     **2. Pricing (New contract Volume):**                           **2010**  **2011**  **2012**  **2013**  **2014**  **2015** Pricing for NewVolume (USD/kg)  [****]   [****]   [****]   [****]   [****]   [****]      **3. Prepayment:**EQ shall provide REC with a prepayment of USD [****] Million, this amount is equivalent tothe last 12 months payable under the contract, based upon take or pay delivery of [****] MTat [****] USD/kg. The prepayment will be paid from the proceeds of the IPO. In recognitionof this pre-payment, REC will discount the purchase price of polysilicon in the followingfashion:                           **2010**  **2011**  **2012**  **2013**  **2014**  **2015** Discount  —   [****]%  [****]%  [****]%  [****]%  [****]%     **III.**EQ has the right to accept the Silicon Offer during a period of six monthscommencing on the date of this MOU. Acceptance shall be effected by providing writtennotice to REC. If EQ does not accept the Silicon Offer during this six-month period, theSilicon Offer shall automatically be deemed withdrawn, and no subsequent acceptance by EQshall have any binding effect on REC. Neither QC nor ESLR have the right to claim thebenefits of the Silicon Offer.     **IV.**Upon acceptance, EQ and REC will prepare, negotiate and execute in good faith thefull silicon contract according to the terms laid out in this MOU. The full siliconcontract between EQ and REC shall be in substantially in the same form as the Second RECSupply Agreement dated as of September 29, 2006, except for the volume, pricing andprepayment terms described above.

 
FINAL6October 25, 2007     **V.**The Silicon Offer, although it may be accepted prior to an IPO, is not valid andwill not be executed upon unless and until an IPO or any other exit, mutually agreed betweenthe Parents and allowing the Parents to sell shares, has taken place. For the avoidance ofdoubt, no shipment of polysilicon from REC to EQ shall take place under any supply agreementresulting from EQ’s acceptance of the Silicon Offer until the occurrence of an IPO oranother exit, mutually agreed between the Parents and allowing the Parents to sell shares.In no event shall the Silicon Offer be valid if an IPO or another exit, mutually agreedbetween the Parents and allowing the Parents to sell shares, does not take place beforeDecember 31, 2009. Regardless of whether the IPO or another exit takes place before December31, 2009, the current agreements between the Parties regarding the supply of polysilicon toEQ by REC shall remain in place in accordance with their terms.     **E. Gemini String Ribbon License.**     **I.**At the IPO, or at any other exit, mutually agreed between the Parents and allowingthe Parents to sell shares, ESLR will grant to EQ an irrevocable, non-exclusive, perpetual,world-wide, non-transferable, royalty-free, without the right to sublicense (except as setforth below), license to make, but not have made, Licensed Products based on the GeminiString Ribbon Technology and all Commercial Improvements made to Gemini String RibbonTechnology by ESLR that are available as of the IPO (such license rights related to theGemini String Ribbon Technology, the “**Gemini Right**”).     **II.**EQ is only entitled to sublicense the Gemini String Ribbon Technology as well asthe Commercial Improvements made by ESLR to the Gemini String Ribbon Technology, without theright to sublicense further, to its future wholly owned affiliates as well as futureaffiliates in which EQ holds [****]. EQ shall continue to hold [****] of the equity in suchaffiliate for at least five years after commencement of the sublicensing agreement with suchaffiliate. EQ can only sublicense the Gemini String Ribbon Technology to its affiliates foruse in countries where enforceable patent protection exists in favor of ESLR or in whichthere are pending patent application for the String Ribbon Technology. Further sublicensingby EQ to other territories or other affiliates will be considered by ESLR on a case-by-casebasis with full discretion to permit or forbid such sublicensing if ESLR determines thatthere is an unreasonable risk of violation of the intellectual property rights related tothe String Ribbon Technology. In any case of sublicensing of the Gemini String RibbonTechnology, ESLR will not receive any additional royalty.     **III.**EQ is entitled to improve the Gemini String Ribbon Technology as well as theImproved Gemini String Ribbon Technology and shall provide ESLR with a world-wide,non-exclusive, perpetual, irrevocable, sublicenseable royalty bearing right to make and havemade license to any Commercial Improvements to the Gemini String Ribbon Technology as wellas to the Improved Gemini String Ribbon Technology. The calculation of the royalty rateshall be made according to Section G.III.2. ESLR will pay EQ royalties from firstsublicensing or further sublicensing by the first sublicensee (or stipulate thatsublicensors pay such royalties directly to EQ) based on the same terms as

 
FINAL7October 25, 2007if the volume manufactured and sold by the first sublicensee or any further sublicenseeof the first sublicensee had been manufactured and sold by ESLR. The amount of theroyalties or other consideration received by ESLR from its sublicensees for the GeminiString Ribbon Technology and/or Improved Gemini String Ribbon Technology shall not affectthe royalty payment made by ESLR to EQ for such sublicenses.     **IV.**ESLR shall be compensated by EQ for granting EQ the Gemini Right. The value of thiscompensation (the “**Gemini Compensation Value**”) shall be [****] million USD and shall be paidby EQ in cash to ESLR once EQ has received the proceeds of the IPO, or after any other exit,mutually agreed between the Parents and allowing the Parents to sell shares, has takenplace,     **V.**All royalty payments for Gemini String Ribbon Technology paid under the LTTA from EQto ESLR from January 1, 2008 until the IPO shall be credited against the Gemini CompensationValue, reducing the Gemini Compensation Value respectively. After full payment according toSections E.IV. and E.V., EQ is not obliged to pay any further royalties for the GeminiRight.     **VI.**During the five-year period following the IPO, or following any other exit,mutually agreed between the Parents and allowing the Parents to sell shares, under nocircumstances shall the technology developments and improvements by EQ or ESRL and any oftheir respective affiliates and/or first and further sub-licensees of the Gemini StringRibbon Technology (including any Commercial Improvements thereto) block or prevent furthertechnology development of the Gemini String Ribbon Technology (including any CommercialImprovements thereto) by EQ or ESLR. In no event shall this provision require EQ or ESLR orany of its their respective affiliates and/or sub-licensees to disclose or share technologydevelopments or improvements of the Gemini String Ribbon Technology (including anyCommercial Improvements thereto) unless such technology developments and improvements areCommercial Improvements which are subject to the cross-license requirements provided for inthis MOU.     **F. Quad/COF License.**     **I.**Effective as of the date of this MOU, EQ is entitled to an irrevocable,non-exclusive, perpetual, world-wide, non-transferable, royalty-bearing, without the rightto sublicense (except as defined below), license to make, but not have made, LicensedProducts based on the Quad/COF Technology from ESLR as well as all Commercial ImprovementsESLR makes to the Quad/COF Technology at any time after the date of this MOU until fiveyears after the IPO, or until five years after any other exit, mutually agreed between theParents and allowing the Parents to sell shares (the “**Quad/COF License**”).     **II.**The royalty payable by EQ to ESLR for the Quad/COF License shall be based onRoyalty Rate Quad and the royalty rate for Commercial Improvements to the Quad/COFTechnology (see Section F.II.5 below) which shall be determined by the

 
FINAL8October 25, 2007principles stated in Section 4.1(f) of the LTTA unless determined otherwise in thisSection F.     **1.**The following shall apply: **•** Quad/COF Technology is accepted as MNIP by all Parties.  **•** EQ shall pay ESLR a royalty equal to the respective Royalty RateQuad multiplied by units (one unit being one Wp) manufactured andsold by EQ for the relevant calculation period.  **•** **“Royalty Rate Quad”**= Base Rate x Declining Factor.  **•** The “**Base Rate”**as defined in Section 4.1(f)(i) of the LTTA shallbe set at [****] as in the LTTA) of the Quad Cost Savings (asdefined below) without giving any additional consideration to theAdded Value component stated in the LTTA (i.e. 0% of the AddedValue).  **•** The Cost Savings generated by Quad/COF Technology (the “**Quad CostSavings**”) will be equal to the difference between actual costs at EQ2 (the “**EQ 2 Cost Base**”) and the Actual Quad Cost (as defined below)for the same time period. The Parties agree that the EQ 2 Cost Baseshall be calculated based on the spreadsheet attached hereto asExhibit A (the “**Spreadsheet**”), which shall be used as amodifiable model for the calculation of the EQ 2 Cost Base, takinginto account that the Parties will improve the Spreadsheet if itseconomic assumptions or methodology are incorrect or in conflictwith the actual costs related to EQ 2 and any other relevant factorsthat need to be considered in order to determine the cost ofoperations at EQ 2 (as reviewed below in connection with the ActualQuad Cost calculation under Section F.II.3.). The calculation ofQuad Cost Savings is not intended to take into account circumstancesother than the cost savings generated by the implementation Quad/COFTechnology and such other circumstances therefore should not befactored into the Spreadsheet used to calculate the EQ 2 Cost Baseor otherwise result in an increased Quad Costs Savings amount. Therewill be no further changes in the EQ 2 Cost Base once calculated.  **•** In accordance with Section 4.1(f)(i) of the LTTA the Royalty RateQuad during the First Year equals the Base Rate, the Royalty RateQuad for the 2nd year equals [****] x Base Rate and soforth based on the Declining Factor. However, the Royalty Rate Quadfor the time starting once ESLR has provided EQ with the Quad/COF

 
FINAL9October 25, 2007   Technology until commencement of the First Year (“**Ramp Up Period**”),shall also equal the Base Rate.  **•** The “**First Year**” shall be the twelve-month period commencing atthe first day of the Start of Full Production (as defined below) .EQ shall be at full production when the average of the runningproduction over the period of three calendar months exceeds [****] %of the Nominal Output (“**Nominal Output**”) for the first time (“**FullProduction**”). The Nominal Output shall mean [****]. The first of the[****] calendar months shall be the “**Start of Full Production**”.Twelve months after the first day of the Start of Full Productionshall mark the end of the first year of Full Production (“**End ofFirst Year**”).     **2.**The royalty paid by EQ to ESLR for the Quad/COF License during the Ramp UpPeriod and the First Year shall be an agreed nominal royalty. The Parties agreethat the nominal cost savings value due to Quad/COF Technology compared to GeminiString Ribbon Technology (“**Nominal Savings**”) shall be [****] €/Wp resulting in aBase Rate of [****] €/Wp based on the formula stated above in Section F.II.1.     **3.**In the last 3 months prior to the End of First Year using Quad/COFTechnology the “**Actual Quad Cost**” will be calculated by taking the averageperformance of the Quad/COF Technology in EQ 3 during this time period as the inputsto the Spreadsheet, which shall be used as a modifiable model for the calculation ofthe Actual Quad Cost (as stated above for the EQ 2 Base Cost calculation underSection F.II.1.) and shall take into account the following key cost drivers:1. [****]The Quad Cost Savings times [****]% shall be the “**Actual Base Rate**”. On the basis ofthe Actual Base Rate the actual royalty for the Ramp Up Period and the First Yearshall be recalculated and the difference between nominal royalty and actual royaltyshall be either reimbursed by ESLR or paid to ESLR. The Base Rate going forwardshall be the Actual Base Rate times the Declining Factor starting from2nd year of full scale production. To ensure the efficacy of the QuadCost Savings amount used to determine the Actual Base Rate, the production costs ofEQ 3 using Quad/COF Technology for the last [****] months of the First Year will becompared to the production costs of ESLR using Quad/COF Technology during the sameperiod and the performance immediately prior to the and immediately after the such[****]-month period.As a possible secondary data point for determination of the Quad Cost Savings and tofacilitate the comparison of the Gemini String Ribbon Technology and

 
FINAL10October 25, 2007Quad/COF Technology, EQ shall run wafers produced on the basis of the Gemini StringRibbon Technology through the EQ factory using Quad/COF Technology.**4.**The Royalty Rate Quad is subject to the following adjustments only: **•** If at the time the Quad Cost Savings is calculated the Quad/COFTechnology implemented at EQ performs noticeably worse compared toQuad/COF Technology implemented at ESLR during the same period,which ESLR can reasonably document, and the Actual Quad Costrealized at EQ is significantly lower, than the Actual Quad Costthat could have been realized if the Quad/COF Technology implementedat EQ had performed as well as the Quad/COF Technology implementedat ESLR (such performance at ESLR, the “**Potential Quad Cost**”), ESLRcan request once that the Actual Quad Cost be set equal to thePotential Quad Cost. The difference between (a) the Potential QuadCost and (b) the EQ 2 Base Cost shall be multiplied times [****] %to determine the Base Rate, which Base Rate shall subsequently bereduced based on the Declining Factor.  **•** The Parties agree that, when introduced to EQ by ESLR, additionalimprovements to the Quad/COF Technology which are expected to resultin (a) additional reductions in wafer thickness and (b) improvedafter heater performance, will be considered MNIP when suchimprovements are implemented at EQ, and the Cost Savings generatedat EQ by the applicable improvement calculated according toSection F.II.3. shall result in an increase in the royalty paid byEQ to ESLR for the Quad/COF Technology. The Declining Factor for thecalculation of the Royalty Rate Quad shall be equal to the DecliningFactor used for the calculation of Royalty Rate Quad in the sametime period, e.g. if advancements resulting in additional waferthickness reductions of after heater functionality is in use by EQin the year after the End of First Year, the Declining Factor shallbe [****] and will be reduced by [****] % in each further year.  **•** Provided that the sum of (1) the actual production costs of EQusing Quad/COF Technology and (2) the royalty paid to ESLR exceedsin any given calendar year the actual average production costs ofREC or QC for conventional sliced crystalline silicon, then theroyalty can be reduced in accordance with Article 4.1f (vii) of theLTTA. If this sum exceeds the actual average production costs, EQcan request, and ESLR is obliged to accept, a reduction of theRoyalty Rate Quad to a level such that the sum of EQ’s productioncosts and the Royalty Rate Quad are equal to the average

 
FINAL11October 25, 2007   production costs of conventional sliced crystalline silicon of REC orQC, but the level of the Royalty Rate Quad shall never go below zero.The request can be made once every calendar year by EQ supportedeither by REC or QC provided that the supporting party must own[****]% or more of the outstanding shares of EQ at the time therequest is made. The actual average production costs used to evaluatesuch request shall include the average production costs of each ofREC or QC only if the applicable party owns 10% or more of theoutstanding shares of EQ at the time the request is made. To provethe actual average production costs of REC or QC, as applicable, astatement of an independent auditor has to be presented showing therespective average productions costs evaluated by the auditor. Theauditor has to treat all information confidentially and shall notdisclose any figures or other type of information except theevaluated result.  **•** The adjustments to the Royalty Rate Quad set forth in thisSection F.II.4. first and second bullet point shall be determinedfollowing from a recalculating of the Actual Quad Cost. In no eventwill the EQ 2 Base Cost be recalculated. **5.** The calculation of the royalty rate for anyCommercial Improvements to the Quad/COF Technology developed after thedate of this MOU shall be made according to Section G.III.2.     **III.**Effective following the IPO, or following any other exit, mutually agreed betweenthe Parents and allowing the Parents to sell shares, EQ is only entitled to sublicense theQuad/COF Technology as well as the Commercial Improvements made to the Quad/COF Technologyby ESLR within five years after the IPO, without the right to sublicense further, to itsfuture wholly owned affiliates as well as future affiliates in which it holds [****]. EQshall continue to hold [****] of the equity in such affiliate for at least five years aftercommencement of the sublicensing agreement with such affiliate. EQ can only sublicense theQuad/COF Technology to its affiliates for use in countries where enforceable patentprotection exists in favor of ESLR or in which there are pending patent application for theString Ribbon Technology. Further sublicensing by EQ to other territories or otheraffiliates will be considered by ESLR on a case-by-case basis with full discretion to permitor forbid such sublicensing if ESLR determines that there is an unreasonable risk ofviolation of the intellectual property rights related to the String Ribbon Technology. Aslong as EQ holds [****] interest in the applicable sublicensee affiliate, EQ will pay ESLRroyalties from sublicensing (or stipulate that sublicensors pay such royalties directly toESLR) based on the same terms as if the volume manufactured and sold by the sublicensee hadbeen manufactured and sold by EQ. In such case, the amount of the royalties or otherconsideration received by EQ from its sublicensees for the Quad/COF Technology (with orwithout any Commercial Improvements thereto) shall not affect the royalty payment made by EQto ESLR for such sublicenses. If EQ’s ownership of the applicable sublicensee affiliatefalls below [****]% at any time before

 
FINAL12October 25, 2007the end of the applicable five-year period, the right for the respective affiliateregarding the Quad/COF Technology and any Commercial Improvements thereto shall terminate.If EQ’s ownership of the applicable sublicensee affiliate falls below [****]% at any timeafter the five-year period during which EQ is required to maintain such ownershippercentage, all royalties (together with any other payments and the value of otherconsideration received by EQ in lieu of royalties) in exchange for the right to use theQuad/COF Technology shall be paid to ESLR; provided that in no event shall the royalty paidto ESLR for sublicensed Quad/COF Technology (with or without any Commercial Improvementsthereto) be less than the royalty that would have been payable to ESLR by EQ if the samevolume of Licensed Products manufactured and sold by the sublicensee had been manufacturedand sold by EQ.     **IV.**EQ is entitled to improve Quad/COF Technology and shall during the five years afterthe IPO, or the five years after any other exit, mutually agreed between the Parents andallowing the Parents to sell shares, provide ESLR with a world-wide, non-exclusive,perpetual, irrevocable, royalty bearing (the calculation of the royalty rate shall be madeaccording to the provisions set forth in Section G.III.2) license to any CommercialImprovements. ESLR is entitled to sublicense, without the right to sublicense further, theCommercial Improvements made by EQ to the Quad/COF Technology to its affiliates or thirdparties in line with, and not worse than, the terms of the license between EQ and ESLR. ESLRwill pay EQ royalties from sublicensing (or stipulate that sublicensors pay such royaltiesdirectly to EQ) based on the same terms as if the volume manufactured and sold by thesublicensee had been manufactured and sold by ESLR. The amount of the royalties or otherconsideration received by ESLR from its sublicensees for the Quad/COF Technology (with orwithout any Commercial Improvements thereto) shall not affect the royalty payment made byESLR to EQ for such sublicenses.     **V.**During the five-year period following the IPO, or following any other exit, mutuallyagreed between the Parents and allowing the Parents to sell shares, under no circumstancesshall the technology developments and improvements by EQ or ESRL and any of its affiliatesand/or sub-licensees of the Quad/COF Technology (including any Commercial Improvementsthereto) block or prevent further technology development of the String Ribbon Technology(including any Commercial Improvements thereto) by EQ or ESLR. In no event shall thisprovision require EQ or ESLR or any of its their respective affiliates and/or sub-licenseesto disclose or share technology developments or improvements of the Quad/COF Technology(including any Commercial Improvements thereto) unless such technology developments andimprovements are Commercial Improvements which are subject to the cross-license requirementsprovided for in this MOU.     **G. Additional String Ribbon Technology License.**     **I.**For a period of five years beginning with the IPO, or beginning with any other exit,mutually agreed between the Parents and allowing the Parents to sell shares, ESLR and EQ areobliged to offer to license to each other any Commercial

 
FINAL13October 25, 2007Improvements to the String Ribbon Technology which are not already subject to Section Eor Section F that leads to MNIP, as defined in the LTTA, improvements on the wafer, cell ormodule manufacturing step or wafer, cell or module performance (“**Additional SR Technology**”).For clarification purposes, such obligation does not exist for technology that is notrelated to the String Ribbon Technology for manufacturing string ribbon wafers (i.e.improvements of cell or module manufacturing are excluded from Commercial Improvements whichmust be offered by either ESLR or EQ to the other Party).     **II.**If any license offer required pursuant to Section G.I. is accepted by the otherParty, the license from one party to the other shall be world-wide, non-exclusive,perpetual, irrevocable and royalty bearing.     **III.**The royalty fee for these individual licenses shall be negotiated at market terms,however the following requirements shall also apply:     **1.**[****]     **2.**If one party has not granted a license (or is not allowed to sublicense) fora particular Additional SR Technology to any third party, the royalty fee shall benegotiated at arm’s length in line with rates of similar licensing arrangements. Theroyalty rate shall be initially set at [****]. If the Parties cannot agree on theamount of the [****], EQ and ESLR shall agree on an independent expert who shalldetermine the [****] according to the provisions mentioned above. If one Party doesnot accept the result or the Parties cannot agree on the independent expert anarbitration proceeding in accordance with Section 9.8 of the LTTA shall take place.     **3.**If one party has not granted a license for a particular Additional SRTechnology to any third party at the time of the offer of such particular AdditionalSR Technology to the other party but grants a license for such a particularAdditional SR Technology to any third party afterwards within the five-year periodfollowing the IPO, the conditions of the license to the other party shall be amendedaccordingly if the conditions of the license to such third party are more favorableper the directions under Section G.III.1. above. This amendment shall be on a goingforward basis only and in no case will any paid royalties be refunded provided thatthe one party informs the other party about the conditions of the license to thethird party promptly.     **IV.**EQ is entitled to sublicense any Additional SR Technology developed by ESLR withinfive years after the IPO, or within five years after any other exit, mutually agreed betweenthe Parents and allowing the Parents to sell shares, without the right to sublicensefurther, to its future wholly owned affiliates as well as and future affiliates in which itholds [****]. EQ shall continue to hold [****] of the equity in such affiliate for at leastfive years after commencement of the sublicensing agreement with such affiliate. EQ canonly sublicense the Additional SR Technology developed by ESLR to its

 
FINAL14October 25, 2007affiliates for use in countries where enforceable patent protection exists in favor ofESLR or in which there are pending patent application for the Additional SR Technology.Further sublicensing by EQ to other territories or other affiliates will be considered byESLR on a case-by-case basis with full discretion to permit or forbid such sublicensing ifESLR determines that there is an unreasonable risk of violation of the intellectual propertyrights related to the String Ribbon Technology. As long as EQ holds [****] interest in theapplicable sublicensee affiliate, EQ will pay ESLR royalties from sublicensing (or stipulatethat sublicensors pay such royalties directly to ESLR) based on the same terms as if thevolume manufactured and sold by the sublicensee had been manufactured and sold by EQ. Insuch case, the amount of the royalties or other consideration received by EQ from itssublicensees for the Additional SR Technology (with or without any Commercial Improvementsthereto) shall not affect the royalty payment made by EQ to ESLR for such sublicenses. IfEQ’s ownership of the applicable sublicensee affiliate falls below [****]% at any timebefore the end of the applicable five-year period, the right for the respective affiliateregarding the Additional SR Technology and any Commercial Improvements thereto shallterminate. If EQ’s ownership of the applicable sublicensee affiliate falls below [****]% atany time after the five-year period during which EQ is required to maintain such ownershippercentage, all royalties (together with any other payments and the value of otherconsideration received by EQ in lieu of royalties) in exchange for the right to use theAdditional SR Technology shall be paid to ESLR; provided that in no event shall the royaltypaid to ESLR for sublicensed Additional SR Technology (with or without any CommercialImprovements thereto) be less than the royalty that would have been payable to ESLR by EQ ifthe same volume of product manufactured and sold by the sublicensee had been manufacturedand sold by EQ.     **V.**ESLR is entitled to sublicense any Additional SR Technology developed by EQ, withoutthe right to sublicense further, to its affiliates or third parties. ESLR will pay EQroyalties from sublicensing (or stipulate that sublicensors pay such royalties directly toEQ) based on the same terms as if the volume manufactured and sold by the sublicensee hadbeen manufactured and sold by ESLR. The amount of the royalties or other considerationreceived by ESLR from its sublicensees for the Additional SR Technology (with or without anyCommercial Improvements thereto) shall not affect the royalty payment made by ESLR to EQ forsuch sublicenses.     **VI.**Within the five-year period following the IPO, or following any other exit,mutually agreed between the Parents and allowing the Parents to sell shares, EQ and ESLR areboth entitled to improve any Additional SR Technology licensed from each other and mustoffer each other with a world-wide, non-exclusive, perpetual, irrevocable, royalty bearinglicense, to any such improvements that constitute Commercial Improvements. Any suchCommercial Improvements shall be deemed to be Additional SR Technology and this Section Gshall apply to such Commercial Improvements accordingly.     **VI.**During the five-year period following the IPO, or following any other exit,mutually agreed between the Parents and allowing the Parents to sell shares, under no

 
FINAL15October 25, 2007circumstances shall the technology developments and improvements by EQ or ESLR and/orany of its affiliates and/or sub-licensees of the String Ribbon Technology (including anyCommercial Improvements thereto) block or prevent further technology development of thestring ribbon technology (including any Commercial Improvements thereto) by EQ or ESLR. Inno event shall this provision require EQ or ESLR or any of its their respective affiliatesand/or sub-licensees to disclose or share technology developments or improvements of theString Ribbon Technology (including any Commercial Improvements thereto) unless suchtechnology developments and improvements are Commercial Improvements which are subject tothe cross-license requirements provided for in this MOU.     **I. Sales.**     **I.**The current sales representative agreement between ESLR and EQ will remain in forceuntil EQ decides it has built up its own reasonably complete sales and marketing force. Atransition agreement to deal with existing and future customers of Evergreen and EQ shall benegotiated by the Parties in good faith as soon as practicable.     **II.**Under the sales representative agreement, EQ will provide a sufficient quantity ofproduct to ESLR (branded as Evergreen Solar product) so that ESLR will be able to honor allsales contracts and other customer commitments already entered into by the time of signingthis MOU. However, the following activities shall commence immediately after signing thisMOU:     **1.**The transfer of the sales function from ESLR to EQ should take place asearly as possible. As the product produced by EQ today is branded and sold by ESLR,a thoughtful customer and product transition plan needs to be created early.Therefore new sales contracts and other customer commitments and volumes committingmore of EQ’s future volumes must carefully be evaluated by the Supervisory Board.     **2.**EQ will be renamed and as such a new brand will be developed for EQ. Anysales contracts entered into by EQ should be based on products to be sold under EQ’snew brand.     **3.**ESLR will continue to receive a sales fee according to the SalesRepresentative Agreement dated September 29, 2006 for all sales or sales agreementsmade by the ESLR sales team at the time of signing this MOU and further salesagreements approved by the Supervisory Board of EQ. According to the contract, thisfee will be reviewed and renegotiated during autumn 2007 for 2008. ESLR shallsupport EQ in building its own sales capabilities in terms of customer contacts,sales contract structure etc. and will be reimbursed at a rate determined as part ofthe customer and product transition plan.

 
FINAL16October 25, 2007     **J. IPO.**     **I.**All Parties desire to pursue a listing of the shares in EQ on a stock exchange ofrecognized international standing or on an authorized marketplace of recognizedinternational standing (an “**IPO**”).     **II.**Subject to applicable fiduciary duties and applicable law, all Parties herebyundertake to co-operate and approve such IPO, including the taking of all steps necessary tofacilitate such IPO, including but not limited to, (i) retaining one or more internationallyrenowned investment banks (the “**Banks**”); and (ii) subject to the Banks’ advice in favor ofproceeding with the preparations for an IPO, conducting a due diligence regarding EQ,amending the Articles of Association and the legal form of EQ as reasonably required tocomplete the IPO, and retaining legal counsel for the purposes of, inter alia, preparing thenecessary prospectus; and (iii) voting in favor of an increase of EQ’s share capital to theeffect that the free-float after the IPO, resulting from the shares sold in the IPO plus thenew shares, correspond to at least [****].     **III.**The Parties shall have the right to sell part of their shares in EQ in the IPOonly if and to the extent that (i) the financing needs of EQ are met by the IPO; and (ii)such sale is not deemed, by the Banks, to jeopardize the success of the IPO. The Partiesexpect to be able to sell up to [****] % of their shares in EQ at the IPO. Unless theParties agree otherwise, the Parties shall be entitled to sell their shares in the IPO on apro-rata basis.     **IV.**The Parties shall not sell, transfer, assign or otherwise dispose of any shares inEQ during a lock-up period of up to 180 days after the IPO, to the extent required by theBanks.     **V.**The Parties agree to negotiate in good faith a stockholders’ agreement related tocustomary additional rights and obligations of principal stockholders related to an IPO,which rights and obligations the Parties acknowledge may vary depending on the stockexchange or authorized marketplace that is selected by the Parties for the IPO.     **K. Confidentiality.**Subject to any required disclosure of this MOU required by United Statessecurities laws or otherwise, this MOU and its contents are confidential and all Parties herebyagree to keep confidential and not to disseminate this MOU or any of its contents except (i) tolegal, technical and financial advisors who have agreed to be bound by the confidentialityobligations in this paragraph, (ii) if agreed by the Parents in advance or (iii) if required by lawor court or administrative order. The Parties acknowledge that United States securities laws mayrequire this MOU to be filed with the Securities and Exchange Commission by ESLR, at which time itmay become publicly available, provided that ESLR shall, upon the request by the other Parties,use its best efforts to limit the extent to which the MOU and/or its content is made publiclyavailable. Any costs arising out of activities undertaken by ESLR as part of such best effort,shall be borne equally by the Parents.

 
FINAL17October 25, 2007     **L. Jurisdiction.**  Insofar as permissible, exclusive jurisdiction for all disputes arising fromand in connection with this MOU shall be Berlin, Germany. The laws of Germany shall applyexclusively, excluding its provisions concerning private international law and excluding the UNSales Convention.     **M. Existing Agreements.  **Where this MOU deviates from the existing agreements between theParties in relation to EQ, including the agreements as of September 29, 2006, the MOU shallprevail. In all other respects the existing agreements remain in full force until they are amendedor cancelled accordingly and new agreements are entered into.     **N. Severability.**  If individual parts of this MOU are wholly or in part invalid, the othersections shall retain their validity unless the severed portion was essential to the purpose ofthis MOU.     **O. Binding nature.**       **I.**This MOU shall be legally binding and may only be amended or terminated by theunanimous written agreement of the Parties. No modification or amendment to this MOU willbe valid or binding except if stated in writing and executed by duly authorizedrepresentatives of each Party.     **II.**The agreements to be entered into in regards to implementation of the IPO shall benegotiated in good faith having the mutual aim of the IPO in mind.     **P. Validity.  **     This MOU (or the agreements entered into pursuant to this MOU) shall remain valid afteran IPO as contemplated in the terms of this MOU (e.g., Commercial Improvements are requiredto be licensed during the five-year period following an IPO, the license rights contemplatedare perpetual, the silicon supply agreement calls for the supply of silicon through 2015etc.) or after any other exit mutually agreed to among the Parents which allows the Parentsto sell shares, if an IPO or any other mutually agreeable exit has taken place by December31, 2009. Alternatively, if no IPO or no other mutually agreeable exit has taken place byDecember 31, 2009 the MOU (or the agreements entered into pursuant to this MOU) shallterminate.     **Q. Process and timetable.  **The process will be to prepare, negotiate and enter into amendedand/or new definitive legal agreements to the extent required to give effect to the terms andconditions set forth in this MOU.     An expected non-binding timetable for moving forward is as follows:       Date Action   End October, 2007 Make public announcement       November/December, 2007 Negotiation of agreements       December, 2007 Finalize agreements

 
FINAL18October 25, 2007     **IN WITNESS WHEREOF,**the undersigned duly authorized representatives of the Parties haveexecuted this MOU as of the date first referenced above.         **Evergreen Solar, Inc.**      **Q-Cells AG**         **By:** /s/ Michael El-Hillow   **By:** /s/ F. Holzapfel — /s/ H. Schüning          **Print name:** Michael El-Hillow   **Print name:** F. Holzapfel — H. Schüning          **Title:** Chief Financial Officer   **Title:** CTO — CFO          **Date:** October 25, 2007   **Date:** 25/10/07                  **Renewable Energy Corporation**   **EverQ GmbH**         **By:** **/s/**Erik Thorsen   **By:** **/s/**R. Mohr — /s/ G. Marhan          **Print name:** Erik Thorsen   **Print name:** R. Mohr — G. Marhan          **Title:** President & CEO   **Title:** CFO — COO          **Date:** 25-10-2007   **Date:** 25/10/07         

 
FINAL October 25, 2007**Exhibit A**[****]