##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM
10-Q/A
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended July 2, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _________ to _________
 COMMISSION FILE NUMBER 000-31687
 EVERGREEN SOLAR, INC.
 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 DELAWARE(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
    
    04-3242254(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
 138 Bartlett Street
Marlboro, Massachusetts 01752  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 (508) 357-2221  (REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)
 (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT)
 þ o
 þ o
  
   EXPLANATORY NOTE




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PART I. FINANCIAL INFORMATION
    
    
    3ITEM 1. FINANCIAL STATEMENTS
    
    
    3Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Operations
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    10ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
    
    
    36ITEM 4. CONTROLS AND PROCEDURES
    
    
    36PART II. OTHER INFORMATION
    
    
    37ITEM 1. LEGAL PROCEEDINGS
    
    
    37ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
    
    
    37ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    37ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    37ITEM 5. OTHER INFORMATION
    
    
    37ITEM 6. EXHIBITS
    
    
    39SIGNATURES
    
    
    41EX-31.1 SECTION 302 CERTIFICATION OF CEOEX-31.2 SECTION 302 CERTIFICATION OF CFOEX-32.1 SECTION 906 CERTIFICATION OF CEOEX-32.2 SECTION 906 CERTIFICATION OF CFO
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 Evergreen Solar, Inc.
 
 Condensed Consolidated Balance Sheets
 (in thousands, except share data)
 (unaudited)
 December 31,
    
    July 2,2004
    
    2005(Restated)AssetsCurrent assets:Cash and cash equivalents
    
    $
    5,379
    
    
    $
    137,703Marketable securities
    
    
    6,563
    
    
    
    14,901Accounts receivable, net of allowances for doubtful accounts and sales discounts
of $84 and $69 at December 31, 2004 and July 2, 2005, respectively
    
    
    6,166
    
    
    
    4,771Inventory
    
    
    2,906
    
    
    
    3,566Interest receivable
    
    
    57
    
    
    
    90Prepaid inventory
    
    
    
    
    
    
    1,510Other current assets
    
    
    1,411
    
    
    
    2,243Total current assets
    
    
    22,482
    
    
    
    164,784Deposits on fixed assets
    
    
    
    
    
    
    4,370Restricted cash
    
    
    414
    
    
    
    2,432Deferred financing costs
    
    
    
    
    
    
    3,061Fixed assets, net
    
    
    26,825
    
    
    
    28,186Total assets
    
    $
    49,721
    
    
    $
    202,833Liabilities, minority interest and stockholders equityCurrent liabilities:Accounts payable
    
    $
    3,074
    
    
    $
    7,845Short term borrowings
    
    
    1,500
    
    
    
    1,500Accrued employee compensation
    
    
    1,187
    
    
    
    1,010Accrued warranty
    
    
    705
    
    
    
    705Other accrued expenses
    
    
    1,295
    
    
    
    2,877Deferred revenue
    
    
    440
    
    
    
    Total current liabilities
    
    
    8,201
    
    
    
    13,937Subordinated convertible notes
    
    
    
    
    
    
    90,000Total liabilities
    
    
    8,201
    
    
    
    103,937Minority interest in EverQ
    
    
    
    
    
    
    3,260Stockholders equity:Common stock, $0.01 par value, 100,000,000 shares authorized,
47,541,823 and 61,073,282 issued and outstanding at December 31, 2004
and July 2, 2005, respectively
    
    
    475
    
    
    
    611Additional paid-in capital
    
    
    116,764
    
    
    
    179,278Accumulated deficit
    
    
    (75,693
    )
    
    
    (83,405
    )Accumulated other comprehensive loss
    
    
    (26
    )
    
    
    (848
    )Total stockholders equity
    
    
    41,520
    
    
    
    95,636Total liabilities, minority interest and stockholders equity
    
    $
    49,721
    
    
    $
    202,833
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Evergreen Solar, Inc.
 
 Condensed Consolidated Statements of Operations
 (in thousands, except per share data)
 (unaudited)
 Quarter Ended
    
    Year-to-date Period EndedJune 30,
    
    July 2,
    
    June 30,
    
    July 2,2004
    
    2005
    
    2004
    
    2005Revenues:Product revenues
    
    $
    4,541
    
    
    $
    10,679
    
    
    $
    7,371
    
    
    $
    20,966Research revenues
    
    
    229
    
    
    
    
    
    
    
    491
    
    
    
    235Total revenues
    
    
    4,770
    
    
    
    10,679
    
    
    
    7,862
    
    
    
    21,201Operating expenses:Cost of product revenues
    
    
    9,161
    
    
    
    10,018
    
    
    
    13,714
    
    
    
    19,953Research and development expenses, including cost of research revenues
    
    
    995
    
    
    
    2,647
    
    
    
    1,897
    
    
    
    4,972Selling, general and administrative expenses
    
    
    1,662
    
    
    
    2,992
    
    
    
    3,335
    
    
    
    4,952Total operating expenses
    
    
    11,818
    
    
    
    15,657
    
    
    
    18,946
    
    
    
    29,877Operating loss
    
    
    (7,048
    )
    
    
    (4,978
    )
    
    
    (11,084
    )
    
    
    (8,676
    )Other incomeForeign exchange gains (losses), net
    
    
    (1
    )
    
    
    (194
    )
    
    
    8
    
    
    
    86Interest income
    
    
    145
    
    
    
    331
    
    
    
    330
    
    
    
    572Interest expense
    
    
    
    
    
    
    (107
    )
    
    
    
    
    
    
    (195
    )Amortization
(expense) accretion
    
    
    (98
    )
    
    
    173
    
    
    
    (219
    )
    
    
    178Loss from operations before minority interest
    
    
    (7,002
    )
    
    
    (4,775
    )
    
    
    (10,965
    )
    
    
    (8,035
    )Minority interest in EverQ
    
    
    
    
    
    
    282
    
    
    
    
    
    
    
    323Net loss
    
    
    (7,002
    )
    
    
    (4,493
    )
    
    
    (10,965
    )
    
    
    (7,712
    )Accretion, dividends and conversion premiums on Series A convertible preferred stock
    
    
    (2,239
    )
    
    
    
    
    
    
    (2,904
    )
    
    
    Net loss attributable to common stockholders
    
    $
    (9,241
    )
    
    $
    (4,493
    )
    
    $
    (13,869
    )
    
    $
    (7,712
    )Net loss per share attributable to common stockholders (basic and diluted)
    
    $
    (0.44
    )
    
    $
    (0.07
    )
    
    $
    (0.76
    )
    
    $
    (0.13
    )Weighted average shares used in computing basic and diluted
net loss per share attributable to common stockholders
    
    
    20,840
    
    
    
    60,973
    
    
    
    18,159
    
    
    
    57,984
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Evergreen Solar, Inc.
 
 Condensed Consolidated Statements of Cash Flows
 (in thousands)
 (unaudited)
 Year-to-Date Period EndedJune 30,
    
    July 2,2004
    
    2005(Restated)Cash flows from operating activities:Net loss
    
    $
    (10,965
    )
    
    $
    (7,712
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation expense
    
    
    1,416
    
    
    
    1,871Loss on disposal of fixed assets
    
    
    2,033
    
    
    
    Minority interest in EverQ
    
    
    
    
    
    
    (323
    )Bad debt
expense and provision for early payment discounts
    
    
    (19
    )
    
    
    (15
    )Amortization (accretion) of bond premiums
    
    
    219
    
    
    
    (178
    )Compensation expense associated with employee stock options
    
    
    55
    
    
    
    Changes in
operating assets and liabilities:Accounts receivable
    
    
    (2,615
    )
    
    
    1,410Prepaid inventory
    
    
    
    
    
    
    (1,510
    )Inventory
    
    
    (282
    )
    
    
    (660
    )Interest receivable
    
    
    93
    
    
    
    (33
    )Other current assets
    
    
    (93
    )
    
    
    (905
    )Accounts payable
    
    
    1,939
    
    
    
    5,033Accrued expenses
    
    
    604
    
    
    
    977Net cash used in operating activities
    
    
    (7,615
    )
    
    
    (2,045
    )Cash flows from investing activities:Purchases of fixed assets
    
    
    (4,697
    )
    
    
    (7,920
    )Increase in
restricted cash
    
    
    
    
    
    
    (2,018
    )Purchases of investments
    
    
    (1,000
    )
    
    
    (21,253
    )Proceeds from sale and maturity of investments
    
    
    9,754
    
    
    
    13,119Net cash
provided by (used in) investing activities
    
    
    4,057
    
    
    
    (18,072
    )Cash flows from financing activities:Proceeds from convertible debt financing, net of offering costs
    
    
    
    
    
    
    86,939Proceeds from the issuance of common stock, net of offering costs
    
    
    18,771
    
    
    
    62,335Capital
contribution to EverQ from minority interest holder
    
    
    
    
    
    
    3,788Dividend and conversion premium paid on Series A convertible preferred stock
    
    
    (2,230
    )
    
    
    Proceeds from exercise of stock options and
shares purchased under Employee Stock Purchase Plan
    
    
    
    
    
    
    315Net cash provided by financing activities
    
    
    16,541
    
    
    
    153,377Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    (936
    )Net increase in cash and cash equivalents
    
    
    12,983
    
    
    
    132,324Cash and cash equivalents at beginning of period
    
    
    4,620
    
    
    
    5,379Cash and cash equivalents at end of period
    
    $
    17,603
    
    
    $
    137,703Supplemental cash flow information:Interest paid
    
    $
    13
    
    
    $
    73Non-cash Series A convertible preferred stock dividends earned
    
    
    674
    
    
    
    Non-cash conversion of Series A convertible preferred stock to common stock
    
    
    27,704
    
    
    
    
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Evergreen Solar, Inc.
 
 Notes to Condensed Consolidated Financial Statements
 1.
Basis of Presentation and Restatement
      6




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Quarter Ended
    
    Year-to-date Period EndedJune 30, 2004
    
    July 2, 2005
    
    June 30, 2004
    
    July 2, 2005Net Loss
    
    Net Loss
    
    Net Loss
    
    Net Loss
    
    Net Loss
    
    Net Loss
    
    Net Loss
    
    Net LossAttributable
    
    Per
    
    Attributable
    
    Per
    
    Attributable
    
    Per
    
    Attributable
    
    PerTo Common
    
    Common
    
    To Common
    
    Common
    
    To Common
    
    Common
    
    To Common
    
    CommonStockholders
    
    Share
    
    Stockholders
    
    Share
    
    Stockholders
    
    Share
    
    Stockholders
    
    ShareNet loss attributable to common stockholders, as reported
    
    $
    (9,241
    )
    
    $
    (0.44
    )
    
    $
    (4,493
    )
    
    $
    (0.07
    )
    
    $
    (13,869
    )
    
    $
    (0.76
    )
    
    $
    (7,712
    )
    
    $
    (0.13
    )Add: Stock-based employee compensation expense included in reported results
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55
    
    
    
    
    
    
    
    
    
    
    
    Deduct: Total stock-based employee compensation expense determined under
the fair-value-based method for all awards
    
    
    (637
    )
    
    
    (0.03
    )
    
    
    (763
    )
    
    
    (0.01
    )
    
    
    (1,282
    )
    
    
    (0.07
    )
    
    
    (1,473
    )
    
    
    (0.03
    )Pro forma net loss attributable to common stockholders
    
    $
    (9,854
    )
    
    $
    (0.47
    )
    
    $
    (5,256
    )
    
    $
    (0.08
    )
    
    $
    (15,096
    )
    
    $
    (0.83
    )
    
    $
    (9,185
    )
    
    $
    (0.16
    )
 RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
   Previously
    
    
    RestatementReported
    
    
    Adjustments
    
    

As RestatedCondensed Consolidated Statement of Cash
Flows:Net cash
provided by (used in) operating activities
    
    $
    1,743
    
    
    $
    (3,788
    )
    
    $
    (2,045
    )Net cash used in investing activities
    
    
    (16,054
    )
    
    
    (2,018
    )
    
    
    (18,072
    )Net cash
provided by financing activities
    
    
    149,589
    
    
    
    3,788
    
    
    
    153,377Condensed
Consolidated Balance Sheet:Cash and cash equivalents
    
    $
    139,721
    
    
    $
    (2,018
    )
    
    $
    137,703Restricted cash
    
    
    414
    
    
    
    2,018
    
    
    
    2,432
 2. Net Loss per Common Share
  3. Inventory
  December 31,
    
    July 2,2004
    
    2005Raw materials
    
    $
    2,230
    
    
    $
    3,262Work-in-process
    
    
    138
    
    
    
    218Finished goods
    
    
    538
    
    
    
    86$
    2,906
    
    
    $
    3,566
  4. Fixed Assets
  Useful
    
    December 31,
    
    July 2,Life
    
    2004
    
    2005Laboratory and manufacturing equipment
    
    3-7 years
    
    $
    20,310
    
    
    $
    24,572Computer and office equipment
    
    3-7 years
    
    
    457
    
    
    
    524Leasehold improvements
    
    Lesser of 15 to 20years or lease term
    
    
    7,433
    
    
    
    7,474Assets under construction
    
    
    
    
    
    
    5,084
    
    
    
    3,94633,284
    
    
    
    36,516Less: Accumulated depreciation
    
    
    
    
    
    
    (6,459
    )
    
    
    (8,330
    )$
    26,825
    
    
    $
    28,186
 7




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5. Guarantor Arrangements
  Product Warranty
  2004
    
    2005Balance at January 1
    
    $
    426,000
    
    
    $
    705,000Accruals for warranties issued during the period
    
    
    93,000
    
    
    
    Balance at second quarter ended June 30 and July 2, respectively
    
    $
    519,000
    
    
    $
    705,000
 Indemnification Agreements
  6. Deferred Compensation
  7. Stockholders Equity
   8




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8. EverQ GmbH
  9. Short-term Borrowings
     10. Accumulated Other Comprehensive Loss
  11. Long-Term Debt
  9




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Redemption Period
    
    Price (%)Beginning on July 1, 2010 and ending on June 30, 2011
    
    
    101.250Beginning on July 1, 2011 and ending on June 30, 2012
    
    
    101.625On July 1, 2012
    
    
    100.000
    12. Recent Accounting Pronouncements
    
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 CONCERNS REGARDING FORWARD-LOOKING STATEMENTS
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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
   Previously
    
    
    RestatementReported
    
    
    Adjustments
    
    
    As RestatedCondensed Consolidated Statement of Cash
Flows:Net cash
provided by (used in) operating activities
    
    $
    1,743
    
    
    $
    (3,788
    )
    
    $
    (2,045
    )Net cash
used in investing activities
    
    
    (16,054
    )
    
    
    (2,018
    )
    
    
    (18,072
    )Net cash
provided by financing activities
    
    
    149,589
    
    
    
    3,788
    
    
    
    153,377Condensed
Consolidated Balance Sheet:Cash and cash equivalents
    
    $
    139,721
    
    
    $
    (2,018
    )
    
    $
    137,703Restricted cash
    
    
    414
    
    
    
    2,018
    
    
    
    2,432
  EXECUTIVE OVERVIEW
    11




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Financing Transactions
   Redemption Period
    
    Price (%)Beginning on July 1, 2010 and ending on June 30, 2011
    
    
    101.250Beginning on July 1, 2011 and ending on June 30, 2012
    
    
    101.625On July 1, 2012
    
    
    100.000
  12




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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Warranty
  Sales Discount Allowance
  RESULTS OF OPERATION
 Revenues.
 Cost of product revenues.
 Research and development expenses, including cost of research revenues.
 13




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Selling, general and administrative expenses.
 Other income.
 Minority interest.
 Dividends on preferred stock.
 Net loss attributable to common stockholders.
 Comparison of Quarters Ended July 2, 2005 and June 30, 2004
 Revenues .
   14




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Quarter EndedJune 30,
    
    July 2,2004
    
    2005By geography:U.S. distributors
    
    
    28
    %
    
    
    39
    %U.S. Government (research revenue)
    
    
    5
    %
    
    
    0
    %Germany
    
    
    63
    %
    
    
    61
    %All other
    
    
    4
    %
    
    
    0
    %100
    %
    
    
    100
    %By customer:European distributor #1
    
    
    46
    %
    
    
    15
    %European distributor #2
    
    
    17
    %
    
    
    14
    %All other
    
    
    37
    %
    
    
    71
    %100
    %
    
    
    100
    %
 Cost of product revenues .
  Research and development expenses, including cost of research revenues.
 Selling, general and administrative expenses.
 Other income .
 Net loss attributable to common stockholders.
 15




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Comparison of Year-to-Date Periods Ended July 2, 2005 and June 30, 2004
 Revenues .
   Year-to-Date Period EndedJune 30,
    
    July 2,2004
    
    2005By geography:U.S. distributors
    
    
    29
    %
    
    
    34
    %U.S. Government (research revenue)
    
    
    6
    %
    
    
    1
    %Germany
    
    
    60
    %
    
    
    65
    %All other
    
    
    5
    %
    
    
    0
    %100
    %
    
    
    100
    %By customer:European distributor #1
    
    
    42
    %
    
    
    23
    %European distributor #2
    
    
    18
    %
    
    
    16
    %All other
    
    
    40
    %
    
    
    61
    %100
    %
    
    
    100
    %
 Cost of product revenues .
 Research and development expenses, including cost of research revenues.
 Selling, general and administrative expenses.
 16




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Other income, net .
 Net loss attributable to common stockholders.
 Liquidity and Capital Resources
         17




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Certain Factors Which May Affect Future Results
 Investors should carefully consider the risks described below before deciding whether to invest in
our common stock. The risks described below are not the only ones we face. Additional risks not
presently known to us or that we currently believe are immaterial may also impair our business
operations and financial results. If any of the following risks actually occurs, our business,
financial condition or results of operations could be adversely affected. In such case, the trading
price of our common stock could decline and you could lose all or part of your investment. Our
filings with the Securities and Exchange Commission also contain forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including the risks we face
described below
 Risks Relating to Our Financial Results
 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 may decrease the market value of our stock.
  
    
    expand our manufacturing operations, whether domestically or internationally, including
the manufacturing facility in Germany contemplated by our strategic partnership with
Q-Cells;
    
    develop our distribution network;
    
    continue to research and develop our products and manufacturing technologies;
    
    implement internal systems and infrastructure in conjunction with our growth; and
    
    hire additional personnel.
  19




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Risks Relating to Our Industry, Products and Operations
 We will 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 our strategic partnership with Q-Cells.
Our strategic partnership with Q-Cells is subject to numerous risks, many of which are outside of
our control, and we cannot assure you that the strategic partnership will achieve its objective or
otherwise be successful. If the strategic partnership is not successful, our business would be
materially and adversely harmed and our stock price would decline.
  20




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
    
    the strategic partnership will be highly dependent on Q-Cellss expertise in the rapid
development of solar product manufacturing facilities in Germany; therefore, if for any
reason, Q-Cells does not devote the personnel necessary to assist us in the development of
our facility, the strategic partnership may experience delays and cost-overruns or may be
unsuccessful in the establishment of the operation;
    
    the strategic partnership contemplates that both we and Q-Cells will contribute certain
technologies to the strategic partnership in order to establish a novel manufacturing
processes based on a combination of our respective technologies; as such, the success of the
strategic partnership depends on our ability to integrate our respective technologies and
manufacturing processes in order to produce competitive solar products in the world
marketplace; such integration is unproven and if we are unable to integrate our technologies
and manufacturing processes, the prospects for the strategic partnership would be limited;
    
    government grants that have been approved may be subject to forfeiture or repayment in
whole or in part if EverQ fails to continue to meet the conditions for such grants or if
such grants for any reason become unavailable from German or European Union sources;
    
    the establishment of the facility may result in cost overruns, delays, equipment problems
and construction, start-up and other operating difficulties, any of which could adversely
affect the ability of the strategic partnership to achieve or grow revenue on the timeframe
we expect;
    
    although initially a minority shareholder in the strategic partnership, Q-Cells will have
the ability to influence the strategic direction of the strategic partnership and other
material decisions of the strategic partnership; as a result, we may be unable to take
certain actions that we believe would be in our best interests, which, given the expected
materiality of the strategic partnership to our combined operations, could significantly
harm our business; further, we may be liable to third parties for the material decisions and
actions of Q-Cells in the strategic partnership, which actions may harm the strategic
partnership and our business;
    
    the establishment of the strategic partnership will require significant management
attention and will place significant strain on our ability to manage effectively both our
operations in Marlboro and the operations of the strategic partnership in Germany;
    
    the strategic partnership may subject us to multiple, conflicting and changing laws,
regulations and tax schemes;
    
    the strategic partnership may be unable to obtain, maintain or enforce adequate
intellectual property rights and protection due to limited or unfavorable intellectual
property protection and may be subject to claims or suits alleging infringement of third
party intellectual property rights;
    
    EverQ may be unable to obtain, maintain or enforce adequate intellectual property rights
and protection due to limited or unfavorable intellectual property protection and may be
subject to claims or suits alleging infringement of third party intellectual property
rights;
    
    under certain circumstances, if we exit the strategic partnership with Q-Cells, the
strategic partnership entity will continue to have certain rights to our proprietary
technologies that we are licensing to it and thereby compete with us;
    
    two years after the date of the strategic partnership agreement, Q-Cells may engage in
ribbon technology-related activities in competition with us;
    
    limitations on dividends or restrictions against repatriation of earnings may limit our
ability to capitalize on earnings from the strategic partnership;
    
    the operation of the manufacturing facility may experience seasonal reductions in
productivity common in certain foreign countries, such as the summer months in Europe;
    
    EverQ may be subject to increases in tariffs, duties, price controls or other
restrictions on foreign currencies or trade barriers imposed by foreign countries;
    
    the strategic partnership may be subject to increases in tariffs, duties, price controls
or other restrictions on foreign currencies or trade barriers imposed by foreign countries;
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
    
    the strategic partnership may be unable to successfully hire and retain the additional
personnel necessary to operate the facility, which is expected to require approximately 400
employees for the initial capacity expansion;
    
    we will be exposed to fluctuations in currency exchange rates; and
    
    we may experience difficulties in staffing and managing international operations,
including the difficulty in managing a geographically dispersed workforce in compliance with
diverse local laws and customs.
   The continuing improvement of our manufacturing facility in Marlboro, Massachusetts may take
longer, cost more than we expect and may not deliver the performance improvements that we expect,
which would likely result in lower revenues and earnings than anticipated.
  
    
    we may experience cost overruns, delays, equipment problems and other operating
difficulties;
    
    our manufacturing processes use custom-built equipment that may not be delivered and
installed in a timely manner;
    
    our custom-built equipment may take longer and cost more to debug than planned and may
never operate as designed;
    
    we are incorporating first-time equipment designs and technology improvements, which we
expect to lower unit capital and operating costs, but this new technology may not be
successful; and
    
    we may elect to use a portion of our manufacturing capacity for research and development
purposes, thereby reducing our commercial output from our Marlboro facility.
  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.
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
    
    we may need to continue to raise significant additional capital through the issuance of
equity or convertible or debt securities in order to finance the costs of development of any
additional facility, which we may be unable to do on reasonable terms or at all, and which
could be dilutive to our existing stockholders;
    
    the build-out of any additional facility will be subject to the risks inherent in the
development of a new manufacturing facility, including risks of delays and cost overruns as
a result of a number of factors, many of which may be out of our control, such as delays in
government approvals or problems with supplier relationships;
    
    our manufacturing processes, particularly those that incorporate improvements to our
String Ribbon technology, are unproven at large scale and may prove difficult to implement
in any new facility;
    
    we may be required to depend on third parties or strategic partnerships that we establish
in the development and operation of a facility, which may subject us to risks that such
third parties do not fulfill their obligations to us under our arrangements with them;
    
    the establishment of any new facility will require significant management attention, and
our management team, which has limited experience in the development of such facilities, may
be unable to execute the expansion plan effectively; and
    
    if a new facility is established internationally, we may encounter legal restrictions and
liability, encounter commercial restrictions and incur taxes and other expenses to do so and
otherwise be subject to the risks inherent in conducting business in a foreign jurisdiction
as described elsewhere in this section.
  Because we depend on single and sole source suppliers for a number of specialized materials,
including silicon, string and others 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.
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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.
  
    
    our failure to produce solar power products that compete favorably against other solar
power products on the basis of cost, quality and performance;
    
    our failure to produce solar power products that compete favorably against conventional
energy sources and alternative distributed generation technologies, such as wind and
biomass, on the basis of cost, quality and performance;
    
    whether or not customers accept our new module designs under development and the
techniques we are developing to mount them; and
    
    our failure to develop and maintain successful relationships with distributors, systems
integrators and other resellers, as well as strategic partners.
  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.
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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.
  
    
    difficult and expensive compliance with the commercial and legal requirements of
international markets, with which we have only limited experience;
    
    inability to obtain, maintain or enforce intellectual property rights;
    
    encountering trade barriers such as export requirements, tariffs, taxes and other
restrictions and expenses, which could affect the competitive pricing of our solar power
products and reduce our market share in some countries;
    
    fluctuations in currency exchange rates relative to the U.S. dollar;
    
    difficulty in recruiting and retaining individuals skilled in international business operations;
    
    increased costs associated with maintaining international marketing efforts;
    
    difficulty of enforcing revenue collection internationally; and
    
    inability to develop, manufacture, market and sell our products and services in German
and other international markets due to, for example, third-party intellectual property

rights.
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Our dependence on a small number of resellers may cause significant fluctuations or declines in our
product revenues.
  
    
    reduction, delay or cancellation of orders from one or more of our significant resellers;
    
    selection by one or more of our significant resellers of products competitive with ours;
    
    loss of one or more of our significant resellers and our failure to recruit additional or
replacement resellers; and
    
    failure of any of our significant resellers to make timely payment of our invoices.
 Problems with product quality or product performance may cause us to incur warranty expenses and
may damage our market reputation and prevent us from achieving increased sales and market share.
  Our success in the future may depend on our ability to establish and maintain strategic alliances,
and any failure on our part to establish and maintain such relationships would adversely affect our
market penetration and revenue growth.
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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.
  If we fail to maintain an effective system of internal controls, we may not be able to accurately
report our financial results or prevent fraud. As a result, current and potential stockholders
could lose confidence in our financial reporting, which could harm our business and the trading
price of our common stock.
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Our management team may not be able to successfully implement our business strategies because it
has limited experience managing a rapidly growing company.
  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.
  
    
    cost-effectiveness of solar power technologies as compared with conventional and
non-solar alternative energy technologies;
    
    performance and reliability of solar power products as compared with conventional and
non-solar alternative energy products;
    
    success of alternative distributed generation technologies such as fuel cells, wind power
and micro turbines;
    
    fluctuations in economic and market conditions that impact the viability of conventional
and non-solar alternative energy sources, such as increases or decreases in the prices of
oil and other fossil fuels;
    
    capital expenditures by customers that tend to decrease when the United States or global economy slows;
    
    continued deregulation of the electric power industry and broader energy industry; and
    
    availability of government subsidies and incentives.
 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.
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If we are unable to protect our intellectual property adequately, we could lose our competitive
advantage in the solar power market.
  
    
    we cannot be certain that our pending United States and foreign patent applications will
result in issued patents or that the claims allowed are or will be sufficiently broad to
protect our technology or processes;
    
    given the costs of obtaining patent protection, we may choose not to protect certain
innovations that later turn out to be important;
    
    our license, but not our right, to practice the String Ribbon technology terminated upon
the expiration of the underlying patents, which occurred during 2003 and 2004, and our
historical operating experience with String Ribbon technology and our related patented and
proprietary manufacturing processes may not adequately protect our competitive advantage;
    
    third parties may design around our patented technologies or seek to challenge or
invalidate our intellectual property rights and there is no assurance that our intellectual
property rights will deter infringement or misappropriation of our intellectual property;
    
    we may incur significant costs and diversion of management resources in prosecuting or
defending intellectual property infringement suits;
    
    we may not be successful in prosecuting or defending intellectual property infringement
suits and, as a result, may need to seek to obtain a license of the third partys
intellectual property rights, which may not be available to us, whether on reasonable terms
or at all;
    
    the contractual provisions we rely on to protect our trade secrets and proprietary
information, such as our confidentiality and non-disclosure agreements with our employees,
consultants and other third parties, may be breached and our trade secrets and proprietary
information may be disclosed to competitors, strategic partners and the public; and
    
    while our license to the underlying patents directed to the String Ribbon technology has
expired, we own 5 United States patents, 8 pending United States patent applications, 2
granted European patent applications that have enforceable rights in 10 foreign
jurisdictions and 16 pending foreign patent applications directed to various aspects of the
String Ribbon technology; however, our historical operating experience with String Ribbon
technology and our related patented and proprietary manufacturing processes may not
adequately protect our competitive advantage now that the licensed patents have expired.
 If we are subject to litigation and infringement claims, they could be costly and disrupt our
business.
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
    
    assert claims of infringement or misappropriation of or otherwise enforce our intellectual property rights;
    
    protect our trade secrets or know-how; or
    
    determine the enforceability, scope and validity of our intellectual property rights or those of others.
   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.
    
    
    independently develop substantially equivalent proprietary information, products and techniques;
    
    otherwise gain access to our proprietary information; or
    
    design around our patents or other intellectual property.
  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.
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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.
   The reduction or elimination of government subsidies and economic incentives for on-grid
applications could cause our revenues to decline.
  The lack or inaccessibility of financing for off-grid solar power applications could cause our
sales to decline.
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Our reliance on government contracts to partially fund our research and development programs could
impair 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.
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##### Table of Contents



Risks Related to Our Common Stock
 Our officers and directors control approximately 18% of our voting stock and may be able to
significantly influence corporate actions.
  The price of our common stock has been volatile.
   
    
    the size and timing of customer orders for or shipments of our products;
    
    the rate and cost at which we are able to expand our manufacturing capacity to meet
product demand, including the rate and cost at which we are able to implement advances
in our String-Ribbon technology;
    
    our ability to establish and expand key customer and distributor relationships;
    
    our ability and the terms upon which we are able to raise capital sufficient to
finance the expansion of our manufacturing capacity and our sales and marketing
efforts;
    
    our ability to establish a manufacturing facility in Germany as contemplated by our
joint venture with Q-Cells at the costs and on the time frame that we expect;
    
    the extent to which Q-Cells increases its ownership in EverQ in the future and
thereby reduces our share of profits and losses of EverQ in future periods;
    
    the extent to which any change in the capital structure of EverQ in the future
causes us to be unable to consolidate EverQs financial results;
    
    our ability to establish strategic relationships with third parties to accelerate
our growth plans;
    
    the amount and timing of expenses associated with our research and development
programs and our ability to develop enhancements to our manufacturing processes and our
products;
    
    delays associated with the supply of specialized materials necessary for the
manufacture of our solar power products;
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
    
    our ability to execute our cost reduction programs;
    
    one time charges resulting from replacing existing equipment or technology with new
or improved equipment or technology as part of our strategy to expand our manufacturing
capacity and to decrease our per unit manufacturing cost;
    
    developments in the competitive environment, including the introduction of new
products or technological advancements by our competitors; and
    
    the timing of adding the personnel necessary to execute our growth plan.
   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.
  We can issue shares of preferred stock that may adversely affect the rights of a stockholder of our
common stock.
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
    
    adversely affect the voting power of the stockholders of our common stock;
    
    make it more difficult for a third party to gain control of us;
    
    discourage bids for our common stock at a premium;
    
    limit or eliminate any payments that the stockholders of our common stock could expect to
receive upon our liquidation; or
    
    otherwise adversely affect the market price of our common stock.
  Our failure to comply with applicable listing standards could result in the ineligibility of our
common stock for quotation on the Nasdaq National Market and severely limit the ability to sell our
common stock.
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
 INTEREST RATE RISK
  FOREIGN CURRENCY EXCHANGE RATE RISK
   
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Material Weakness In Internal Control Over Financial Reporting
    Managements Remediation Plan
  Internal Control Over Financial Reporting
  Limitations Inherent in all Controls
  36




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##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
   
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  37




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##### Table of Contents



ITEM 6. EXHIBITS
 Number
    
    Description1.1 (1)
    
    Underwriting Agreement dated as of February 3, 2005, by and among the Company, SG Cowen
& Co., LLC and First Albany Capital Inc.3.1 (2)
    
    Third Amended and Restated Certificate of Incorporation. (Exhibit 3.2)3.2 (2)
    
    Second Amended and Restated By-laws. (Exhibit 3.4)3.3 (3)
    
    Certificate of Amendment of Third Amended and Restated Certificate of Incorporation
filed with the Secretary of State of the State of Delaware on May 15, 2003. (Exhibit
4.3)3.4 (3)
    
    Certificate of the Powers, Designations, Preferences and Rights of the Series A
Convertible Preferred Stock of the Company. (Exhibit 4.4)3.5 (4)
    
    Certificate of Amendment of Third Amended and Restated Certificate of Incorporation
filed with the Secretary of State of the State of Delaware on August 20, 2004. (Exhibit
4.5)4.1 (5)
    
    Warrant issued to CRT Capital Group LLC. (Exhibit 4.1)4.2 (6)
    
    Warrant to Purchase Stock issued to Silicon Valley Bank on August 26, 2004. (Exhibit 4.1)4.3 (6)
    
    Registration Rights Agreement dated as of August 26, 2004. (Exhibit 4.2)4.4 (11)
    
    Indenture, dated as of June 29, 2005, between the Registrant and U.S. Bank National
Association, as Trustee. (Exhibit 4.4)4.5 (11)
    
    Form of 4.375% Convertible Subordinated Notes due 201210.1 (2)*
    
    1994 Stock Option Plan. (Exhibit 10.1)10.2 (2)*
    
    2000 Stock Option and Incentive Plan. (Exhibit 10.2)10.3 (3)*
    
    Amended 2000 Stock Option and Incentive Plan. (Exhibit 4.5)10.4 (2)*
    
    2000 Employee Stock Purchase Plan. (Exhibit 10.3)10.5 (2)
    
    Lease Agreement between Company and W9/TIB Real Estate Limited Partnership dated as of
January 31, 2000, as amended. (Exhibit 10.5)10.6 (5)
    
    Lease Agreement between Company and One Hundred Twenty Bartlett Street Marlboro LLC
dated as of January 26, 2004. (Exhibit 10.6)10.7 (2)+
    
    Agreement between Company and Emanuel M. Sachs dated as of September 30, 1994, as
amended. (Exhibit 10.7)10.8 (2)
    
    Series D Preferred Stock Purchase Agreement dated as of December 28, 1999. (Exhibit 10.8)10.9 (2)
    
    Form of Indemnification Agreement between Company and each of its directors and
executive officers. (Exhibit 10.9)10.10 (7)
    
    Stock and Warrant Purchase Agreement dated as of March 21, 2003. (Exhibit 10.1)
 39




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Number
    
    Description10.11 (7)
    
    Form of Registration Rights Agreement. (Exhibit 10.3)10.12 (7)
    
    Voting Agreement dated as of March 21, 2003. (Exhibit 10.2)10.13 (9)
    
    Stock and Warrant Purchase Agreement dated June 16, 2004. (Exhibit 10.1)10.14 (9)
    
    Warrant Agreement dated June 21, 2004. (Exhibit 10.2)10.15 (9)
    
    Form of Warrants. (Exhibit 10.3)10.16 (9)
    
    Registration Rights Agreement dated June 21, 2004. (Exhibit 10.4)10.17 (9)
    
    Conversion, Consent, Voting and Lock-Up Agreement dated June 21, 2004. (Exhibit 10.5)10.18 (10)++
    
    Master Strategic
Partnership Agreement entered into as of January 14, 2005 by and
between Evergreen Solar, Inc. and Q-Cells AG. (Exhibit 10.1)10.19 (10)++
    
    License and Technology Transfer Agreement by and between Evergreen Solar, Inc. and EverQ
GmbH, dated January 14, 2005. (Exhibit 10.2)10.20 (8)
    
    Evergreen Solar, Inc. Management Incentive Policy. (Exhibit 10.20)10.21 (12)*
    
    Amended and Restated 2000 Stock Option and Incentive Plan. (Exhibit 99.1)10.22 (12)*
    
    Amended and Restated 2000 Employee Stock Purchase Plan. (Exhibit 99.2)10.23 (11)
    
    Registration Rights Agreement, dated June 29, 2005, between the Registrant and SG Cowen
& Co., LLC, as representative of the Initial Purchasers. (Exhibit 10.21)10.24
(13)
    
    Purchase Agreement, dated June 23,
2005 between the Registrant and SG Cowen & Co., LLC, as
representatives of the Initial Purchasers. (Exhibit 10.24)31.1
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 +
    
    Confidential treatment granted as to certain portions.++
    
    Confidential treatment requested as to certain portions.*
    
    Indicates a management contract or compensatory plan, contract or arrangement.(1)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form 8-K
dated February 3, 2005 (File No. 000-31687). The number given in parenthesis indicates the
corresponding exhibit number in such Form 8-K.(2)
    
    Incorporated herein by reference to the exhibits to the Companys Registration Statement on
Form S-1, as amended (file No. 333-43140). The number given in parenthesis indicates the
corresponding exhibit number in such Form S-1.(3)
    
    Incorporated herein by reference to the exhibits to the Companys Registration Statement on
Form S-8 dated June 9, 2003, as amended (file No. 333-105963). The number given in parenthesis
indicates the corresponding exhibit number in such Form S-8. 40




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##### Table of Contents



(4)
    
    Incorporated herein by reference to the exhibits to the Companys Registration Statement on
Form S-3 filed on October 21, 2004 (file No. 333-119864). The number given in parenthesis
indicates the corresponding exhibit number in such Form S-3.(5)
    
    Incorporated herein by reference to the exhibits to the Companys Annual Report on Form 10-K
for the period ended December 31, 2004 filed on March 10, 2005.(6)
    
    Incorporated herein by reference to the exhibits to the Companys Quarterly Report on Form
10-Q for the period ended September 30, 2004 filed on November 12, 2004. The number given in
parenthesis indicates the corresponding exhibit number in such Form 10-Q.(7)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form 8-K
dated March 24, 2003 (File No. 000-31687). The number given in parenthesis indicates the
corresponding exhibit number in such Form 8-K.(8)
    
    Incorporated herein by reference to the exhibits to the Companys Quarterly Report on
Form 10-Q for the period ended April 2, 2005
filed on May 2, 2005. The number given in parenthesis indicates the corresponding exhibit
number in such Form 10-Q.(9)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form
8-K dated June 22, 2004 (File No. 000-31687). The number given in parenthesis indicates the
corresponding exhibit number in such Form 8-K.(10)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form 8-K
dated January 14, 2005 (File No. 000-31687). The number given in parenthesis indicates the
corresponding exhibit number in such Form 8-K.(11)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form 8-K
dated June 29, 2005 (File No. 000-31687). The number given in parenthesis indicates the
corresponding exhibit number in such Form 8-K.(12)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form 8-K
dated July 21, 2005 (File No. 000-31687). The number given in parenthesis indicates the
corresponding exhibit number in such Form 8-K.(13)
    
    Incorporated herein by reference to the Companys
Quarterly Report on Form 10-Q for the period ended July 2, 2005
filed on August 11, 2005. The number given in parenthesis
indicates the corresponding exhibit number in such Form 10-Q. 41




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SIGNATURES
  EVERGREEN SOLAR, INC.Date: November 15, 2005/s/ Richard G. ChleboskiRichard G. ChleboskiChief Financial Officer, Vice President, Treasurer and Secretary
(Principal Financial Officer)




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##### Table of Contents



EXHIBIT
INDEX
 Number
    
    Description1.1 (1)
    
    Underwriting Agreement dated as of February 3, 2005, by and among the Company, SG Cowen
& Co., LLC and First Albany Capital Inc.3.1 (2)
    
    Third Amended and Restated Certificate of Incorporation. (Exhibit 3.2)3.2 (2)
    
    Second Amended and Restated By-laws. (Exhibit 3.4)3.3 (3)
    
    Certificate of Amendment of Third Amended and Restated Certificate of Incorporation
filed with the Secretary of State of the State of Delaware on May 15, 2003. (Exhibit
4.3)3.4 (3)
    
    Certificate of the Powers, Designations, Preferences and Rights of the Series A
Convertible Preferred Stock of the Company. (Exhibit 4.4)3.5 (4)
    
    Certificate of Amendment of Third Amended and Restated Certificate of Incorporation
filed with the Secretary of State of the State of Delaware on August 20, 2004. (Exhibit
4.5)4.1 (5)
    
    Warrant issued to CRT Capital Group LLC. (Exhibit 4.1)4.2 (6)
    
    Warrant to Purchase Stock issued to Silicon Valley Bank on August 26, 2004. (Exhibit 4.1)4.3 (6)
    
    Registration Rights Agreement dated as of August 26, 2004. (Exhibit 4.2)4.4 (11)
    
    Indenture, dated as of June 29, 2005, between the Registrant and U.S. Bank National
Association, as Trustee. (Exhibit 4.4)4.5 (11)
    
    Form of 4.375% Convertible Subordinated Notes due 201210.1 (2)*
    
    1994 Stock Option Plan. (Exhibit 10.1)10.2 (2)*
    
    2000 Stock Option and Incentive Plan. (Exhibit 10.2)10.3 (3)*
    
    Amended 2000 Stock Option and Incentive Plan. (Exhibit 4.5)10.4 (2)*
    
    2000 Employee Stock Purchase Plan. (Exhibit 10.3)10.5 (2)
    
    Lease Agreement between Company and W9/TIB Real Estate Limited Partnership dated as of
January 31, 2000, as amended. (Exhibit 10.5)10.6 (5)
    
    Lease Agreement between Company and One Hundred Twenty Bartlett Street Marlboro LLC
dated as of January 26, 2004. (Exhibit 10.6)10.7 (2)+
    
    Agreement between Company and Emanuel M. Sachs dated as of September 30, 1994, as
amended. (Exhibit 10.7)10.8 (2)
    
    Series D Preferred Stock Purchase Agreement dated as of December 28, 1999. (Exhibit 10.8)10.9 (2)
    
    Form of Indemnification Agreement between Company and each of its directors and
executive officers. (Exhibit 10.9)10.10 (7)
    
    Stock and Warrant Purchase Agreement dated as of March 21, 2003. (Exhibit 10.1)10.11 (7)
    
    Form of Registration Rights Agreement. (Exhibit 10.3)10.12 (7)
    
    Voting Agreement dated as of March 21, 2003. (Exhibit 10.2)10.13 (9)
    
    Stock and Warrant Purchase Agreement dated June 16, 2004. (Exhibit 10.1)10.14 (9)
    
    Warrant Agreement dated June 21, 2004. (Exhibit 10.2)10.15 (9)
    
    Form of Warrants. (Exhibit 10.3)10.16 (9)
    
    Registration Rights Agreement dated June 21, 2004. (Exhibit 10.4)10.17 (9)
    
    Conversion, Consent, Voting and Lock-Up Agreement dated June 21, 2004. (Exhibit 10.5)10.18 (10)++
    
    Master Strategic
Partnership Agreement entered into as of January 14, 2005 by and
between Evergreen Solar, Inc. and Q-Cells AG. (Exhibit 10.1)10.19 (10)++
    
    License and Technology Transfer Agreement by and between Evergreen Solar, Inc. and EverQ
GmbH, dated January 14, 2005. (Exhibit 10.2)10.20 (8)
    
    Evergreen Solar, Inc. Management Incentive Policy. (Exhibit 10.20)10.21 (12)*
    
    Amended and Restated 2000 Stock Option and Incentive Plan. (Exhibit 99.1)10.22 (12)*
    
    Amended and Restated 2000 Employee Stock Purchase Plan. (Exhibit 99.2)10.23 (11)
    
    Registration Rights Agreement, dated June 29, 2005, between the Registrant and SG Cowen
& Co., LLC, as representative of the Initial Purchasers. (Exhibit 10.21)10.24
(13)
    
    Purchase Agreement, dated June 23,
2005 between the Registrant and SG Cowen & Co., LLC, as
representatives of the Initial Purchasers. (Exhibit 10.24)31.1
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 +
    
    Confidential treatment granted as to certain portions.++
    
    Confidential treatment requested as to certain portions.*
    
    Indicates a management contract or compensatory plan, contract or arrangement.(1)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form 8-K
dated February 3, 2005 (File No. 000-31687). The number given in parenthesis indicates the
corresponding exhibit number in such Form 8-K.(2)
    
    Incorporated herein by reference to the exhibits to the Companys Registration Statement on
Form S-1, as amended (file No. 333-43140). The number given in parenthesis indicates the
corresponding exhibit number in such Form S-1.(3)
    
    Incorporated herein by reference to the exhibits to the Companys Registration Statement on
Form S-8 dated June 9, 2003, as amended (file No. 333-105963). The number given in parenthesis
indicates the corresponding exhibit number in such Form S-8.(4)
    
    Incorporated herein by reference to the exhibits to the Companys Registration Statement on
Form S-3 filed on October 21, 2004 (file No. 333-119864). The number given in parenthesis
indicates the corresponding exhibit number in such Form S-3.(5)
    
    Incorporated herein by reference to the exhibits to the Companys Annual Report on Form 10-K
for the period ended December 31, 2004 filed on March 10, 2005.(6)
    
    Incorporated herein by reference to the exhibits to the Companys Quarterly Report on Form
10-Q for the period ended September 30, 2004 filed on November 12, 2004. The number given in
parenthesis indicates the corresponding exhibit number in such Form 10-Q.(7)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form 8-K
dated March 24, 2003 (File No. 000-31687). The number given in parenthesis indicates the
corresponding exhibit number in such Form 8-K.(8)
    
    Incorporated herein by reference to the exhibits to the Companys Quarterly Report on
Form 10-Q for the period ended April 2, 2005
filed on May 2, 2005. The number given in parenthesis indicates the corresponding exhibit
number in such Form 10-Q.(9)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form
8-K dated June 22, 2004 (File No. 000-31687). The number given in parenthesis indicates the
corresponding exhibit number in such Form 8-K.(10)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form 8-K
dated January 14, 2005 (File No. 000-31687). The number given in parenthesis indicates the
corresponding exhibit number in such Form 8-K.(11)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form 8-K
dated June 29, 2005 (File No. 000-31687). The number given in parenthesis indicates the
corresponding exhibit number in such Form 8-K.(12)
    
    Incorporated herein by reference to the exhibits to the Companys Current Report on Form 8-K
dated July 21, 2005 (File No. 000-31687). The number given in parenthesis indicates the
corresponding exhibit number in such Form 8-K.(13)
    
    Incorporated herein by reference to the Companys
Quarterly Report on Form 10-Q for the period ended July 2, 2005
filed on August 11, 2005. The number given in parenthesis
indicates the corresponding exhibit number in such Form 10-Q.