**RELATIONSHIP AGREEMENT**     This RELATIONSHIP AGREEMENT (“RA”) is entered into as of this 14th day of July 2009,(the “Effective Date”) by and among the following persons:**JIAWEI SOLARCHINA CO., LTD.,**a Hong Kong company having its principal place of business atSuite 1816, Star House, 3 Salisbury Road, Tsimshatsui, Kowloon, Hong Kong (“JWCN”);and**JIAWEI SOLAR (WUHAN) CO., LTD.**, a Chinese company having its principal place of business atNo. 3, Road No. 1, Liufang Dongyi Industrial Park, Donghu Gaoxin District, Wuhan, Hubei430205, China (“JWWH” and together with JWCN, “Jiawei”); and**EVERGREEN SOLAR, INC.**, a Delaware corporation having its principal place of business at 138Bartlett Street, Marlboro, MA 01752-3016 USA (“ESLR”); and**EVERGREEN SOLAR (WUHAN), CO, LTD.**, a subsidiary of ESLR having its principal place ofbusiness at No. 3, Road No. 1, Liufang Dongyi Industrial Park, Donghu Gaoxin District,Wuhan, Hubei 430205 China (“EGWH” and together with ESLR, “Evergreen”).     Each of ESLR, EGWH, JWCN and JWWH shall sometimes be individually referred to herein as a“Party” and collectively referred to herein as the “Parties”.**WITNESSETH:**     **WHEREAS**, JWCN has (i) strong capabilities and a low-cost structure to manufacture photovoltaicsolar cells and panels in China and (ii) extensive expertise in the development and management ofmanufacturing facilities and operations in China;     **WHEREAS**, ESLR has (i) unique and proprietary wafer manufacturing technology that enables ESLRto manufacture crystalline silicon wafers (“String Ribbon Wafers”) at significantly reducedcosts as compared to conventional crystalline silicon wafer manufacturing methods, (ii) unique andproprietary manufacturing technology that enables ESLR to efficiently process String Ribbon Wafersinto photovoltaic cells and panels, (iii) a strong international brand and (iv) a significantbacklog of solar panel sales orders;     **WHEREAS**, ESLR and JWCN desire to closely support each other in the expansion in China ofESLR’s production of String Ribbon Wafers and JWCN’s production, through JWWH, of solar cells andpanels with an initial annual production goal of 100 megawatts (“MW”) and potentialexpansion plans to reach 500 MW annually within 36 months after the date of this RA, depending onthe success of the initial expansion and market conditions;     **WHEREAS**, ESLR and Jiawei desire that ESLR, EGWH JWWH and JWCN enter into a ManufacturingServices Agreement (the “MSA”), which will provide for the manufacture by JWWH of“EVERGREEN SOLAR”-branded solar power products for using a combination of String
 

 
Ribbon Wafers manufactured by EGWH, and ESLR and Jiawei know-how and manufacturing technology;and     **WHEREAS**, the Parties wish to enter into this RA which provides for the terms and conditionspursuant to which (i) EGWH and JWWH will endeavor to develop their respective facilities in Chinain furtherance of their obligations under this RA and the MSA, and (ii) Evergreen and Jiawei shallsupport such activities as provided herein;     **NOW, THEREFORE**, for valuable consideration (the receipt and sufficiency of which are herebyacknowledged), the undersigned Parties, intending to be legally bound, agree as follows:     **1. DEFINITIONS**     The following terms not otherwise defined herein shall have the following meanings          (a) “Affiliate” any corporation or other entity controlled by, controlling or undercommon control with any other corporation or entity. For purposes of this definition, “control”means the direct or indirect beneficial ownership of at least fifty percent (50%) of the votingstock of, or at least a fifty percent (50%) interest in the income of, such corporation or entity,or the power to elect at least fifty percent (50%) of the directors or trustees of suchcorporation, or such other relationship which in fact constitutes actual control.          (b) “ESLR IP” means ESLR’s proprietary manufacturing technology that enables theconversion of multi-crystalline silicon into String Ribbon Wafers and the efficient processing ofString Ribbon Wafers into photovoltaic cells and panels.          (c) “Jiawei IP” means Jiawei’s proprietary manufacturing technology that enables theefficient processing of silicon crystalline wafers into photovoltaic cells and panels.          (d) “MW” means megawatts peak power output.          (e) “Products” means the “EVERGREEN SOLAR”-branded String Ribbon Products, which shallinclude primarily solar panels, manufactured in the C & P Facilities (as defined below) usingString Ribbon Wafers manufactured in the Wafer Facility.          (f) “Ribbon Wafer Technology” means any technology related to wafer productiontechniques in which a thin sheet of crystalline silicon is grown directly from molten silicon. Theprocess is generally grown in a vertical orientation without the use of a foreign substrate onwhich the silicon is formed, although the Ribbon Wafer Technology also includes processes that growin a horizontal orientation and/or are grown using a foreign substrate.          (g) “String Ribbon Products” means solar cells and solar panels made using StringRibbon Wafers.
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          (h) “String Ribbon Wafers” means crystalline silicon wafers made using ESLR’s RibbonWafer Technology.     **2. WAFER FACILITIES CONSTRUCTION AND OPERATION**          (a) The Wafer Facilities. The “Wafer Facilities” shall mean one or more wafermanufacturing facilities to be established by EGWH that will produce String Ribbon Wafers usingESLR’s Ribbon Wafer Technology, which wafers will be sold to JWWH at EGWH’s manufacturing cost forprocessing in the C & P Facilities (as defined below). The “Initial Wafer Facility” willbe located in Wuhan, China at a leased facility on the Jiawei campus, and have all equipment,personnel, facilities, etc. necessary to produce String Ribbon Wafers, including ESLR’s wafermanufacturing furnaces known as the “Quad technology” to produce sufficient volume of String RibbonWafers to ultimately produce approximately 100 MW of Products annually.          (b) Wafer Facilities Operation. Once constructed and operational, the WaferFacilities shall be operated by EGWH in furtherance of the MSA.          (c) Wafer Facilities Development and Operation Support. In connection with theconstruction and operation of the Initial Wafer Facility and any expansion thereof agreed to by theParties, JWWH shall provide ESLR and EGWH with skills, knowledge and services of JWWH’s employeesand consultants to facilitate EGWH’s outfitting and commissioning of the Wafer Facilities, to theextent as mutually agreed from time to time and in a manner consistent with the objectives of theParties.          (d) Wafer Facilities Costs. Except as otherwise agreed by the Parties, JWWH shallassume the responsibility for the costs of constructing the building to the standards set forth inthe lease to be negotiated and agreed to by the Parties (the “Lease”), up to a cost of US$3 million. Pursuant to the Lease, EGWH will pay to JWWH a market based rent for the building andassume responsibility for the costs of equipment and other internal manufacturing support for theInitial Wafer Facility which are currently expected to be approximately US$40 million to $50million. If construction costs are higher than expected ESLR shall secure and make available to theproject the additional funds necessary to complete the Initial Wafer Facility.          (e) Wafer Facility Financing. To complete the construction and start-up of theInitial Wafer Facility, ESLR has established EGWH, a wholly-owned subsidiary in Wuhan Province, inwhich ESLR has agreed to invest the initial registered capital of US $17 million and intends toconvert EGWH into a Sino-foreign joint venture, with the Chinese government- providingapproximately 66% (US $33 million) in registered capital, all as is more fully described in theagreement between ESLR and the Chinese party related to such investment (the “EGWH JVAgreement”). JWCN and JWWH shall reasonably cooperate with ESLR to assist ESLR in obtainingsuch financing. In exchange for a guarantee or other security to be given by JWCN or an Affiliateof JWCN of ESLR’s obligations under the EGWH JV Agreement, ESLR agrees that it shall provide amortgage on the Initial Wafer Facility, including any equipment in such facility, to JWCN or JWWHor both, if the Chinese party to the EGWH JV Agreement will allow it. In addition, ESLR shallenter into an indemnification agreement for the benefit of JWCN or any Affiliate of
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JWCN that provides a guarantee, pledge or other security for ESLR’s obligations under theagreement for EGWH.     **3. CELL AND PANEL FACILITIES CONSTRUCTION AND OPERATION.**          (a) Cell and Panel Facilities. The “C & P Facilities” shall mean one or moremanufacturing facilities to be established by JWWH having all equipment, personnel, facilities,etc. necessary to manufacture approximately 100 MW of the String Ribbon solar power productsannually, using ESLR’s IP and Jiawei’s IP, as mutually agreed by the Parties.          (b) Facilities Construction. JWWH, with ESLR’s support, shall design, construct andcommission the C& P Facilities to coincide in capacity and schedule to the extent possible with theInitial Wafer Facility.          (c) C & P Facilities Operation. Once constructed and operational, the C & PFacilities shall be operated by JWWH in furtherance of the MSA and shall be used to exploit thecombined strengths of ESLR and JWCN, including the Licensed ESLR IP (as determined pursuant toSection 7) and JWCN IP, and will:               (i) manufacture Products, principally solar panels, using the Licensed ESLR IP and JWCN IP;               (ii) conduct specific manufacturing cost reduction and continuous improvement activitiestraditional in manufacturing facilities; and               (iii) conduct all other activities necessary to the manufacture, test and shipment ofProducts,all as more particularly set forth in the MSA.          (d) C & P Facilities Development and Operation Support. In connection with theconstruction and operation of the C & P Facilities and any expansion thereof agreed to by theParties, ESLR shall provide JWCN with skills, knowledge and services of ESLR’s employees andconsultants to facilitate JWCN’s construction and commissioning of the C & P Facilities to meet theexpected quality requirements of cells and panels, as mutually agreed from time to time and in amanner consistent with the objectives of the Parties.          (e) C & P Facilities Costs. Except as otherwise agreed by the Parties, JWWH assumesresponsibility for the costs of constructing and operating the Initial C & P Facilities, which arecurrently expected to be as high as US $50 million. If costs are higher than expected, JWCN shallsecure and make available to the project the additional funds necessary to complete the Initial C &P Facilities.          (f) C & P Facilities Financing. To complete the construction and start-up of the C &P Facilities, JWCN intends to convert JWWH into a Sino-foreign joint venture, increasing thecurrent registered capital of JWWH from US $[****] million to US $[****] million (assuming an
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exchange rate of RMB 6.83 per dollar), with the Chinese party to the joint venturecontributing the additional US $[****] million in registered capital. ESLR shall reasonably cooperatewith Jiawei and JWWH to assist them in obtaining such financing.     **4. INTER-COMPANY CONSTRUCTION AND START-UP SUPPORT SERVICES.**     In connection with the construction of the Wafer Facilities and C & P Facilities and anyexpansion thereof agreed to by the Parties, support services shall be provided by each of ESLR andJiawei or their respective Affiliates, pursuant to Sections 2(d) and 3(d) (the “SupportServices”) as follows:          (a) Personnel Services. Each of ESLR’s and JWCN’s employees (or employee’s of theirAffiliates) may be used by the other Party for Support Services in a manner consistent with theoverall objectives set forth in this RA and the MSA and as reasonably agreed by the Parties fromtime to time. Each Party will select appropriate personnel, based on a thorough consideration ofbackground and overall qualifications, to provide the Support Services agreed to by the Parties.If the needs of either Party exceed the available personnel, the Parties shall use commerciallyreasonable efforts to assist each other in hiring additional personnel using their respectiveexpertise and skill in hiring such individuals and will otherwise work together to develop apractical solution to staffing concerns taking into account the risks and benefits to each.          (b) Process. From time to time, ESLR and JWCN will discuss the actual SupportServices needs of the Parties and develop and agree to the Support Services actually required andavailable. During the term of this RA, each Party will keep the other Party apprised as to itsexpected needs for which it desires Support Services for the upcoming sixty (60) days, and theParties may rely on these forecasts to allocate their respective employees. If at any point eitherESLR or JWCN is not satisfied with the Support Services available or received, it must notify theother Party in writing within ten (10) business days of the issue arising or such objection will bedeemed waived. If JWCN provides such a notice, the Parties will work in good faith to develop apractical solution taking into account the availability of ESLR’s resources in China andalternative sources for JWCN.          (c) Reimbursement. ESLR and JWCN agree to reimburse each other for any SupportServices provided to the other Party pursuant to this Section 4 and to reimburse each other forother start-up costs which shall be determined based on a start-up budget to be agreed upon by theParties. Reimbursements shall be determined and paid in accordance with Section 9. The cost ofsupport services payable shall be negotiated in greater detail by the Parties as services areagreed to but shall generally represent an average of the wages and compensation paid to theapplicable ESLR and EGWH employees or consultants, on the one hand, and the average wages andcompensation paid to JWCN and JWWH employees or consultants performing substantially similarduties, on the other hand, and vice versa.          (d) Responsibility for Employees and Consultants. Each Party shall be responsible formanaging its own employees’ and consultants’ activities and paying such
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employees’ and consultants’ fees and salaries and social benefits, during the construction,start-up and operation of the Wafer Facilities and C & P Facilities.     **5. WAFER FACILITY AND FACILITY EXPANSIONS**     The Parties shall cooperate to effect the expansion, in one or more additional phases, ofEGWH’s Wafer Facilities and JWWH’s C & P Facilities as market conditions warrant and the Partiesagree with the goal of reaching total annual capacity of approximately 500 MW by December 31, 2012.From time to time as reasonably necessary the Parties shall meet to review market conditions andthe success of the activities undertaken pursuant to this RA to determine whether such expansionwould be mutually beneficial and to consider various strategic alternatives that may be mutuallyadvantageous to the Parties in light of the ongoing manufacturing relationship established pursuantto this RA.     **6. MANUFACTURING SERVICES AGREEMENT**     Execution of the MSA. Each of the applicable parties named therein agree to executeand deliver the MSA in the form attached hereto as Exhibit A, which agreement becomeseffective upon the satisfaction or waiver of the conditions to the Parties’ obligations set forthin Section 13.     **7. LICENSE OF ESLR IP**     ESLR shall grant to JWCN or a JWCN Affiliate a royalty-free, perpetual and non-exclusivelicense to use certain ESLR IP (the “Licensed ESLR IP”) in the manufacture of the Productsat the C & P Facilities. To determine which ESLR IP shall be included in the Licensed ESLR IP, theParties shall cooperate to jointly review and assess the ESLR IP and the JWCN IP and reasonablydetermine the most advantageous technology for use in the Facilities. Upon the determination thatcertain ESLR IP should be used in the C & P Facilities, the Parties shall prepare and enter into adefinitive License Agreement that provides the additional specific terms and conditions pursuant towhich the ESLR IP will be licensed to JWCN or one its Affiliates, which shall include, among othercustomary and standard terms, JWCN’s right to enhance or improve the technology subject to JWCN’sobligation to license such enhancements and improvements back to ESLR on a perpetual androyalty-free basis, [****]. Once the Licensed ESLR IP has been identified, the Parties shall workexpeditiously to prepare and execute the definitive License Agreement contemplated by this Section7.     **8. [****]**          (a) [****]. JWCN agrees that it and its Affiliates will forgo all direct or indirectparticipation in [****] Activity outside of its relationship with ESLR, from the Effective Dateuntil [****] years after the end of the Term (as defined in Section 14(a)), provided, however, thatif termination of this RA is made by JWCN or JWWH based on a material breach of this RA or the MSAby ESLR or EGWH, or if JWCN or JWWH comes to own the interest of ESLR in EWGH pursuant to the termsof the MSA, then this restriction shall not apply to JWCN or JWWH. “[****] Activity” means,anywhere in the world: [****].
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          (b) No Implied License. The expiration of the [****] obligations set forth in thisSection 8 shall not modify any other restrictions on the use of ESLR IP or provide any affirmativeright to use such intellectual property.          (c) Separate Covenants. The covenants contained in Section 8 shall be construed as aseries of separate but identical covenants, one for each county, city, state and country of thegeographic scope. If, in any judicial proceeding, a court refuses to enforce any one or more ofsuch separate covenants (or any part thereof in terms of time or scope), then such unenforceablecovenant (or such part) shall be eliminated from this RA to the extent necessary to permit theremaining separate covenants (or portions thereof) to be enforced.     **9. PAYMENTS**          (a) Support Service Fees.               (i) Compensation Payable. The “Support Service Fees” means the direct costsincurred in the fulfillment of Support Services by either ESLR or JWCN (or their Affiliates, asapplicable), including the actual cost of and amounts reasonably incurred by either of them andproperly allocated to the other for (i) all materials, wages, fringe benefits, direct materialscosts, utilities, equipment exclusively for use in these activities, consulting fees, third partyservices arranged and managed by one Party, sundries, travel and subsistence in connection withwork completed, etc.               (ii) Invoice and Payment. Each of ESLR and JWCN (or their Affiliates, as applicable)shall invoice the other Party for Support Service Fees at the end of each calendar month. Allinvoices shall provide reasonable detail regarding the employees and consultants involved, workperformed, the number of hours worked, the hourly rate charged per person and the basis for otherapplicable Support Services Fees. Payments for Support Services Fees will be made within thirty(30) days of receipt of monthly invoices.          (b) Payment Terms; Records               (i) Form of Payment. All payments to be made hereunder shall be made in Chinese RMBor U.S. dollars, or any other currency as agreed by the Parties from time to time, and shall bepayable by check or wire transfer to such bank account as the applicable Party may designate. Forthe purpose of calculating payment amounts requiring conversion, all Chinese RMB amounts (e.g.,reimbursement amounts for Jiawei employee and consultant time) shall be converted to U.S. dollaramounts and vice versa at the average currency exchange rate for the applicable period as publishedby the Peoples Bank of China.               (ii) Interest. Each Party shall pay interest on any payments that are not paid on orbefore the date such payments are due (including interest amounts) under this RA at a rate of oneand one-half percent (1.5%) per month or the maximum applicable legal rate, if less, calculated onthe total number of days payment is delinquent.
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               (iii) Records. Each Party shall keep and make available to each other Party adequatebooks and records of account for the purpose of calculating all Support Services Fees payablehereunder. Such books and records of account shall be maintained for the two (2) years followingthe end of the calendar year to which each shall pertain.     **10. CONFIDENTIALITY**          (a) Confidentiality Obligations. During the Term and for five (5) years thereafter,each Party shall use the same efforts it uses to protect its own confidential information (but inany event, no less than reasonable efforts to prevent its disclosure) to hold in strict confidenceand to require its personnel to hold in strict confidence and not disclose to any third partywithout the prior written consent of the disclosing Party, and not use in any manner except inaccordance with the terms of this RA, any confidential business or technical information of anyother Party in its possession which is related to any confidential business or technicalproprietary information obtained from any other Party (or any of its Affiliates) in connection withthe transactions contemplated hereunder. Such confidential information specifically may include,without limitation, all engineering drawings, specifications and other technical documentation, anyproposed expansion plans, marketing plans, costs and pricing information, and all third partyinformation required to be maintained in confidence. Promptly following termination of this RA orupon request by the disclosing Party, the receiving Party shall surrender to the disclosing Partyor destroy all materials remaining in its possession containing any such confidential informationincluding all copies, extracts, or transcriptions, regardless of media.          (b) Information Excluded from Confidential Information. For purposes of this RA,information shall not be deemed confidential (a) if such information is generally available frompublic sources other than as a result of the breach of this RA; (b) if such information is receivedfrom a third party not under any obligation to keep such information confidential; (c) if therecipient can demonstrate that such information was independently developed by the recipientwithout use of any confidential information of any other Party or its Affiliates; or (d) if suchinformation is marketing material such as catalogs or leaflets distributed to third parties as apart of sales and promotions.          (c) Required Disclosure. No Party shall be liable to the other for a breach of theseconfidentiality obligations to the extent such Party is required by law or any governmental body todisclose any confidential information of a disclosing Party; provided, however, unless otherwiserequired by such governmental body or such law, the Party providing such information to suchgovernmental body or disclosing the same pursuant to requirement of law shall first promptly notifythe other Party so as to enable the other Party opportunity to take steps it deems appropriate toprotect its confidential or proprietary information.          (d) Publicity; Required Public Disclosure. The Parties agree not to disclose theexistence of this RA, nor any of its details or the existence of the relationship created by thisRA, to any third party without the specific, written consent of the other. Notwithstanding theforegoing, either Party may disclose this RA without the consent of the other in confidence to itscounsel and other advisors, actual or potential investors or shareholders, and in connection with a
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significant corporate transaction such as a change of control or joint venture. If disclosureof this RA or any of the terms hereof is required by applicable law, rule, or regulation, or isrequired by a court or governmental agency, authority, or body, such as annual reports or filingswith the United States Securities Exchange Commission, the Parties shall use all legitimate andlegal means available to minimize the disclosure to third parties of the content of the RA,including without limitation making a confidential treatment request or seeking a protective order.     **11. NATURE OF RELATIONSHIP; RISK ALLOCATION.**          (a) Independent Contractors. The Parties are independent contractors and nothing inthis RA or the relationship will be construed to evidence or create an agency, partnership,franchise, or similar relationship between them. Each Party shall remain the sole employer of itsemployees and sole Party responsible for consultants engaged by such Party, and the other Partyshall not have or exercise any control over hiring or firing of the other Party’s employees orengagement and termination of the other Party’s consultants.          (b) Liability for Work Performed in the other Party’s Facilities. Each Party will beliable for the actions of its employees and consultants working at the facilities of any otherParty in circumstances where any such employee or consultant fails to comply with customary andreasonable standards of professionalism and care and with specific safety procedures imposed bysuch other Party for employees and working in the facilities, which were provided in writing tosuch employees or consultants prior to any alleged violation.          (c) Allocation of Liability for Harm to Employees and Consultants. Each Party willindemnify and hold harmless the other Party from and against all actions, proceedings, liabilities,claims, damages, costs and expenses or other detriment arising from claims by their respectiveemployees or consultants except to the extent such liabilities, claims, damages or other detrimentinvolves bodily injury or property damage suffered by employees or consultants as a result ofnegligence, bad faith or willful misconduct of the other Party, its employees, officer, directors,advisors, consultants or agents.          (d) Insurance. Each Party shall obtain and maintain in force all insurance policiesrelated to general business operations of the sort to be conducted by such Party, includingliability insurance, product liability insurance, workers’ compensation and similar insurancepolicies in such amounts and forms as are reasonably commercially available for similar operationsand reasonably acceptable to the other Party and as required to insure the other Party’s employeesand consultants working at the insuring Party’s facilities. Any liability arising from injury,death or illness of any of the personnel of ESLR or JWWH in the course of providing the SupportServices shall be covered under the terms of the applicable employer’s liability insurance and/orworkman’s compensation policies of the Party whose employee has been so affected.     **12. REPRESENTATIONS AND WARRANTIES**     Each Party hereby represents and warrants to the other Party as of the Effective Date that:
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          (a) such Party is a corporation duly organized, validly existing and in good standing underthe laws of the state or jurisdiction in which such Party is incorporated, and such Party has fullright and authority to enter into this RA and to undertake the obligations and grant the licensesand other rights, without payment to a third party, undertaken and granted by such Party as hereindescribed;          (b) this RA has been duly authorized by all requisite corporate action, and when executed anddelivered will become a valid and binding contract of such Party enforceable against such Party inaccordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratoriumand other law affecting creditors’ rights generally from time to time if effect, and to generalprinciples of equity;          (c) the execution, delivery and performance of this RA does not conflict with any other,contract, instrument or understanding, oral or written, to which such Party is a party, or by whichit is bound, nor will it violate any law applicable to such Party; and          (d) all necessary consents, approvals and authorizations of all regulatory and governmentalauthorities and other persons required to be obtained by such Party in connection with theexecution and delivery of this RA and the performance of such Party’s obligations hereunder havebeen obtained, except for the ESLR Export License (as defined below) and the approval of theconversion of EWGH and JWWH into Sino-foreign joint ventures in connection with the anticipatedinvestment to be received by both of them.     **13. CONDITIONS TO THE PARTIES’ OBLIGATIONS**          (a) The obligations of ESLR and EGWH pursuant to this RA (other than the obligations set forthpursuant to Sections 2(e), 9 (as such Section applies to payments arising out of services providedby Jiawei pursuant to Section 4), 10, 11 and 16) are subject to the satisfaction or waiver of thefollowing conditions:               (i) Each of the representations and warranties of Jiawei contained in this RA shall continueto be true and correct in all material respects;               (ii) ESLR shall have obtained an export license from the United States Department of Commercefor sufficient quantities of filament to operate the Initial Wafer Facility at full capacity (the“ESLR Export License”) or shall have made other arrangements to supply String Ribbon Wafersto Jiawei, which arrangements it will pursue diligently and in good faith in the event the ESLRExport License is not granted or is delayed;               (iii) Both EGWH and JWWH shall have received their respective joint venture licenses andentered into binding agreements with the Chinese party investing in each of the joint ventures,provided that if such investment is not ultimately made notwithstanding the binding agreements, theparties will confer and decide on how to address that circumstance; and               (iv) The Parties’ reaching agreement on the Lease and other material documents and schedulesthat are required to effect the purposes of this RA and the MSA.
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          (b) The obligations of Jiawei and JWWH pursuant to this RA (other than the obligations setforth pursuant to Sections 3(f), 9 (as such Section applies to payments arising out of servicesprovided by ESLR pursuant to Section 4), 10, 11 and 16) are subject to the satisfaction or waiverof the following conditions:               (i) Each of the representations and warranties of ESLR contained in this RA shall continue tobe true and correct in all material respects;               (ii) ESLR shall have obtained an export license from the United States Department of Commercefor sufficient quantities of filament to operate the Initial Wafer Facility at full capacity (the“ESLR Export License”) or shall have made other arrangements to supply String Ribbon Wafersto Jiawei, which arrangements it will pursue diligently and in good faith in the event the ESLRExport License is not granted or is delayed;               (iii) Both EGWH and JWWH shall have received their respective joint venture licenses andentered into binding agreements with the Chinese party investing in each of the joint ventures,provided that if such investment is not ultimately made notwithstanding the binding agreements, theparties will confer and decide on how to address that circumstance; and               (iv) The Parties’ reaching agreement on the Lease and other material documents and schedulesthat are required to effect the purposes of this RA and the MSA.     **14. TERM AND TERMINATION**          (a) Term. The term of this RA shall commence upon the waiver or satisfaction of theconditions set forth in Section 13, and it shall continue in force and effect for as long as theMSA remains in effect, including any extensions of the MSA’s term, unless sooner terminatedaccording to its provisions. The term, as may be extended, is referred to herein as the“Term”.          (b) Termination.               (i) This RA may be terminated prior to expiration of the Term by either ESLR or Jiawei, if theother Party or its joint venture (either EWGH or JWWH) materially breaches any term or condition ofthis RA or the MSA (a “Material Breach”) and fails to cure such Material Breach withinthirty (30) days after receiving written notice (“Notice of Breach”) of the MaterialBreach. If the nature of the cure for any Material Breach is such that it is reasonably expectedto take longer than thirty (30) days to cure, the breaching Party shall be given an additionalthirty (30) days to cure such Material Breach, provided the efforts to cure are commenced duringthe original thirty (30) day period and are diligently carried out thereafter.               (ii) In the event the Material Breach is not cured within the periods specified above afterdelivery of the notice, the non-breaching Party may terminate this RA immediately upon writtennotice to the breaching Party. The terminating Party shall have all rights and remedies availableat law or equity as well as any other rights and remedies set forth in this RA. Termination ofthis RA shall not release any Party from any obligation accrued prior to the date of suchtermination or from any obligations continuing beyond the termination of this RA. Specifically,(i) each Party will remain obligated to make any payments due or which become due
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with respect to the Term, and (ii) the Parties will remain obligated for any prior or furtherbreaches of the [****] (Section 8) or confidentiality provisions (Section 10) of this RA.     **15. EXCLUSIVITY; RIGHT OF FIRST OFFER**          (a) ESLR and JWCN are committed to working together to reach total capacity in China ofapproximately 500 MW by the end of 2012 if possible in the context of market conditions and thedemand for the Products. If ESLR wishes to expand its manufacturing capacity in China beyond[****], then it shall offer JWCN the additional capacity of String Ribbon Wafers (up to [****] MWadditional capacity) to be manufactured by JWWH into Products on the terms and conditions set forthin the MSA. Such offer shall be made far enough in advance of the need for ESLR’s need foradditional Products to reasonably enable JWCN to expand the capacity of JWWH or, if moreadvantageous to both ESLR and JWCN, of another JWCN Affiliate. If JWCN does not accept suchoffered capacity, then ESLR is free to expand in China, either independently or with other partiesup to the capacity offered and refused by JWCN, provided the terms offered to any such third partyshall not be more favorable to such third party than those offered to JWCN.          (b) If prior to December 31, 2012, ESLR enters into a definitive agreement relating to theexpansion of ESLR’s manufacturing of String Ribbon Wafers in any of [****], ESLR shall within[****] of entering into such agreement, complete the purchase of all of the shares of EGWH held byHubei Technology Investment Co., LTD. pursuant to the Equity Transfer Agreement that ESLR isexpected to enter into on or about the date of this RA in connection with the EGWH JV Agreement.          (c) This exclusivity provision, providing JWCN with a right of first offer as set forth inSection 15(a) and requiring ESLR to purchase EGWH shares as set forth in Section 15(b), will expireon the earlier of (a) ESLR and Jiawei reaching combined capacity of [****] MW beyond the InitialWafer Facilities, or (b) after Jiawei has refused timely proposed expansions which, together withany expansions proposed and actually undertaken, would have increased the capacity of the twocompanies to [****] MW of additional capacity beyond [****].     **16. GENERAL**          (a) Compliance with Laws. Each Party shall comply with all national, state, and locallaws and regulations, including without limitation laws and regulations governing the manufacture,transportation, import, export, service and/or sale of the Products and/or the performance of theirobligations hereunder. None of the Parties or any of their Affiliates will export/re-export anytechnical data, process, product, or service, directly or indirectly (including the release ofcontrolled technology to foreign nationals from controlled countries), to any country for which theChinese or United States government or any agency thereof requires an export license or othergovernment approval without first obtaining such license or approval. Each Party shall comply witheach other Party’s applicable Supplier Code of Conduct or comparable written requirements and abideby all of each other Party’s rules and regulations while on such Party’s premises or performingservices for such Party including, but not limited to, safety, health and
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hazardous material management rules, and rules prohibiting misconduct on such Party’s premisessuch as use of physical aggression against persons or property, harassment, and theft.          (b) Notices**.**All notices and other communications from one Party to any other Partyhereunder shall be in writing and either personally delivered or sent via certified mail, postageprepaid and return receipt requested to contact persons listed below, or to such other person orplaces as either Party may designate from time to time by notice hereunder. Such notices shall bedeemed effective upon personal delivery or deposit in the mails in accordance herewith. Noticessent by fax or email shall not constitute notice under this RA unless and until acknowledged inwriting or by non-automated reply email or by reply fax, which the receiving Party shall promptlyprovide, the notice delivered by such means being effective as of the date of actual receipt.     Notices to ESLR or EGWH shall be delivered as follows:   Attention: Michael El-Hillow, Chief Financial OfficerAddress: Evergreen Solar, Inc.138 Bartlett StreetMarlboro, MA01752-3016 USAFax: +1 (508) 229-7722Email: melhillow@evegreensolar.comTel: +1 (508) 251-3244     and Notices to JWCN or JWWH shall be delivered as follows:   Attention: Mr. Kong-Qi DingJiawei Solar (Wuhan) Co., Ltd.No. 3, Road No. 1, Liufang Dongyi Industrial ParkDonghu Gaoxin DistrictWuhan, Hubei 430205, ChinaFax: 86-27-8798-6165Email: dingkongqi@solarchina.comTel: 86-27-8798-6168          (c) Force Majeure. No Party shall be deemed to be in default of this RA if preventedfrom performing any obligation hereunder for any reason beyond its reasonable control including,without limitation, governmental laws and regulations, calamities, floods, storms or other naturaldisasters, strikes or lockouts. In the event of any such delay the time for performance shall beextended for a commercially reasonable period of time based upon the length of the force majeureevent. Any Party asserting force majeure as an excuse shall have the burden of proving thatreasonable steps were taken (under the circumstances) to minimize delay or damages caused byforeseeable events, that all non-excused obligations were substantially fulfilled, and that theother Parties hereto were timely notified of the likelihood or actual
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occurrence which would justify such an assertion, so that other prudent precautions could becontemplated.          (d) Waiver of Terms Herein; Severability.               (i) Failure of any Party to enforce any term or condition of this RA or any rights withrespect thereto, or failure to exercise any election provided herein, shall in no way be considereda waiver of such term, condition, rights or elections or in any way affect the validity of this RA.The failure of any Party to enforce any of said terms, conditions, rights or elections shall notprejudice such Party from later enforcing or exercising the same or any other terms, conditions,rights or elections.               (ii) If any provision of this RA is held to be invalid, illegal or unenforceable, thevalidity, legality and enforceability of the remaining provisions will not be affected or impairedthereby.          (e) Governing Law. The construction and performance of this RA shall be governed bylaws and regulations of the People’s Republic of China.          (f) Dispute Resolution. The Parties shall attempt in good faith to resolve any disputearising out of this RA by the following procedures:               (i) Any Party may give the other written notice of any dispute not resolved in the normalcourse of business. Appropriate executives of the Parties involved at levels one step above theproject personnel who have previously been involved in the dispute shall meet at a mutuallyacceptable time and place within ten (10) days after delivery of such notice, and thereafter as often asthey reasonably deem necessary, to exchange relevant information and to attempt to resolve thedispute.               (ii) If the dispute has not been resolved by these persons within twenty (20)  days after the disputingParty’s notice, or if the Parties fail to meet within ten (10) days of such notice, the dispute shall bereferred to senior executives of both Parties with authority to resolve the dispute, who shalllikewise meet to attempt to resolve the dispute.               (iii) If the matter has not been resolved within twenty (20)  days from the date of referral of thedispute to senior executives, or if no meeting of senior executives of the respective Parties hasoccurred, then, in such event, arbitration in accordance with the Rules of Arbitration of theInternational Chamber of Commerce will be applied. The appointing and administering authority shallbe the Arbitration Association International Chamber of Commerce (the “AAICOC”). The placeof Arbitration shall be Wuhan, China, until the government investment entity no longer owns aninterest in EGWH after which the place of Arbitration shall be Geneva, Switzerland or anothermutually agreeable location.               (iv) The AIACOC shall be entitled to award temporary, preliminary or permanent injunctiverelief, except that in the case of temporary or preliminary injunctive relief any party may proceedin court without prior arbitration for the limited purpose of avoiding immediate
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and irreparable harm. The provisions of this Section 16(f) and any determination or awardmade by the AIACOC hereunder shall be enforceable in any court of competent jurisdiction.          (g) Assignment; Successors and Assigns. Neither Party may assign this RA without theprior written consent of each other Party, whether by sale, merger and operation of law orotherwise, except that each Party may assign this RA to a successor in connection with the transferof all or substantially all of the business or assets of such Party to which this RA relates.Subject to the foregoing sentence, this RA will be binding upon and inure to the benefit of theParties hereto, their successors and assigns.          (h) Third-Party Beneficiaries. This RA is for the sole benefit of the Parties andtheir permitted successors and assigns and nothing herein expressed or implied shall give or beconstrued to give any non-Party any rights, benefits or claims hereunder.          (i) Language. This RA is in the English language, which language shall be controllingin all respects, and all versions hereof in any other language shall not be binding on the Partieshereto. All communications and notices to be made or given pursuant to this RA shall be in theEnglish language.          (j) No Strict Construction. The Parties have participated jointly in the negotiationand drafting of this RA. In the event an ambiguity or question of intent or interpretation arises,this RA shall be construed as if drafted jointly by the Parties, and no presumption or burden ofproof shall arise favoring or disfavoring any Party by virtue of the authorship of any of theprovisions of this RA.          (k) Entire RA; Integration; Modification.               (i) This RA and Exhibit A constitute a complete and exclusive final written expressionof all the terms of RA among the Parties. It supersedes all prior agreements, understandings andnegotiations concerning the matters specified herein. No provisions of this RA can be modifiedexcept by a written amendment signed by the Parties.               (ii) Any representations, promises, warranties or statements made by any Party that differ inany way from the terms of this RA shall not be binding on any Party unless made in writing andsigned by a duly authorized representative of the applicable Party.          (l) Headings. Headings contained in this RA are for convenience only and shall not beused in construing any of the terms of this RA.          (m) Counterparts. This RA may be executed in one or more counterparts, each of whichshall be deemed an original, but all of which when taken together shall constitute one and the sameinstrument.[signature page follows]
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     IN WITNESS WHEREOF, ESLR, EGWH, JWCN and JWWH, by and through their authorizedrepresentatives, acknowledge that they have read this RA, including Exhibit A attachedhereto, understand them and agree to be bound by their terms and conditions effective as of theEffective Date.               **EVERGREEN SOLAR, INC.**   **JIAWEI SOLARCHINA CO., LTD.**   By:       By:                   Name:       Name:                     Title:       Title:                     Date:       Date:                                  **EVERGREEN SOLAR (WUHAN) CO., LTD.**   **JIAWEI SOLAR (WUHAN) CO., LTD.**   By:       By:                   Name:       Name:                     Title:       Title:                     Date:       Date:                   
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