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                                                                     Exhibit 4.1

                              EVERGREEN SOLAR, INC.

                FORM OF CERTIFICATE OF THE POWERS, DESIGNATIONS,

                          PREFERENCES AND RIGHTS OF THE

                              SERIES A CONVERTIBLE
                                PREFERRED STOCK,

                            PAR VALUE $0.01 PER SHARE

         Pursuant to Section 151 of the Delaware General Corporation Law

                  Evergreen Solar, Inc., a Delaware corporation (the
"Corporation"), does hereby certify that the following resolution, creating a
series of 45,000,000 shares of Preferred Stock, was duly adopted by the Board of
Directors on March 20, 2003.

                  RESOLVED, that pursuant to the authority granted to and vested
in the Board of Directors in accordance with the provisions of the Certificate
of Incorporation of the Corporation, there shall be created a series of
Preferred Stock, $0.01 par value, which series shall have the following
designations and number thereof, powers, preferences, rights, qualifications,
limitations and restrictions:

                  1.       Designation and Number of Shares. There shall be
hereby created and established a series of Preferred Stock designated as "Series
A Convertible Preferred Stock" (the "Series A Preferred Stock"). The authorized
number of shares of Series A Preferred Stock shall be 44,000,000. Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
Section 10 below.

                  2.       Rank. The Series A Preferred Stock shall with respect
to (i) the payment of the Liquidation Payment in the event of Liquidation, (ii)
the payment of the Sale Payment in the event of a Change of Control and (iii)
the payment of dividends rank senior to (x) all classes of common stock of the
Corporation (including, without limitation, the Common Stock, par value $0.01
per share, of the Corporation (the "Common Stock")), (y) all classes of
preferred stock of the Corporation and (z) each other class or series of Capital
Stock of the Corporation hereafter created which does not expressly rank pari
passu with or senior to the Series A Preferred Stock (clauses (x), (y) and (z),
together, the "Junior Stock").

                  3.       Dividends.

                           (a)      Dividend Rate. The holders of shares of
Series A Preferred Stock shall receive cumulative dividends in cash (except as
set forth below) quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year (each such date, the "Compounding Date") at an annual
rate equal to ten percent (10%) of the Accreted Value per share of the Series A
Preferred Stock, calculated on the basis of a

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                                                                               2

360-day year, consisting of twelve (12) thirty (30)-day months, which shall
accrue on a daily basis from the date of issuance thereof, whether or not
declared by the Board of Directors. Dividends payable on shares of Series A
Preferred Stock shall be cumulative; therefore, if a full or partial dividend on
the shares of Series A Preferred Stock with respect to any quarter is not
declared by the Board of Directors, the Corporation shall remain obligated to
pay a full dividend with respect to that quarter; provided, however, that any
unpaid dividends shall not bear interest. At the election of the Corporation,
any accrued and unpaid dividends may be paid in cash at any time. At the
election of the Corporation, each dividend on the Series A Preferred Stock may
be added to the Accreted Value.

                           (b)      Other Dividends. The Corporation shall not
declare or pay any dividends on, or make any other distributions with respect
to, any other shares of Capital Stock unless and until all accrued dividends on
the Series A Preferred Stock have been paid in full.

                           (c)      Common Stock Dividends. If the Corporation
declares and pays any dividends on the Common Stock, then, in that event,
holders of shares of Series A Preferred Stock shall be entitled to share in such
dividends on a pro rata basis, as if their shares have been converted into
shares of Common Stock pursuant to Section 7(a) below immediately prior to the
record date for determining the stockholders of the Corporation eligible to
receive such dividends.

                  4.       Liquidation and Change of Control.

                           (a)      Priority Payment. Upon the occurrence of a
Liquidation, the holders of shares of Series A Preferred Stock shall be paid in
cash for each share of Series A Preferred Stock held thereby, out of, but only
to the extent of, the assets of the Corporation legally available for
distribution to its stockholders, before any payment or distribution is made to
any Junior Stock, an amount equal to the greater of (i) the sum of (x) the
Accreted Value of such share of Series A Preferred Stock on the date of such
Liquidation plus (y) all dividends accrued at the rate and in the manner
specified in Section 3(a) since the previous Compounding Date to the date of
Liquidation or (ii) the aggregate amount payable in such Liquidation with
respect to the number of shares of Common Stock into which such share of Series
A Preferred Stock is convertible immediately prior to such Liquidation (the
greater of clause (i) or clause (ii), the "Liquidation Payment"). If the assets
of the Corporation available for distribution to the holders of shares of Series
A Preferred Stock shall be insufficient to permit payment in full to such
holders of the aggregate Liquidation Payment, then all of the assets available
for distribution to holders of shares of Series A Preferred Stock shall be
distributed among and paid to such holders ratably in proportion to the amounts
that would be payable to such holders if such assets were sufficient to permit
payment in full.

                           (b)      Change of Control. In the event of a Change
of Control, the holders of shares of Series A Preferred Stock shall be paid for
each share of Series A Preferred Stock held thereby, before any payment or
distribution is made to any Junior Stock, an amount equal to the greater of (i)
the sum of (x) the Accreted Value of such

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                                                                               3

share of Series A Preferred Stock on the closing date of such Change of Control
plus (y) all dividends accrued at the rate and in the manner specified in
Section 3(a) since the previous Compounding Date to the closing date of such
Change of Control or (ii) the aggregate amount payable in such Change of Control
with respect to the number of shares of Common Stock into which such share of
Series A Preferred Stock is convertible immediately prior to such Change of
Control (the greater of clause (i) or clause (ii), the "Sale Payment"). If the
assets of the Corporation available for distribution to the holders of shares of
Series A Preferred Stock shall be insufficient to permit payment in full to such
holders of the aggregate Sale Payment, then all of the assets available for
distribution to holders of shares of Series A Preferred Stock shall be
distributed among and paid to such holders ratably in proportion to the amounts
that would be payable to such holders if such assets were sufficient to permit
payment in full. Such amount shall be paid in the form of consideration paid in
such Change of Control on the closing date of such Change of Control.

                           (c)      No Additional Payment. After the holders of
all shares of Series A Preferred Stock shall have been paid in full the amounts
to which they are entitled in Section 4(a) or Section 4(b), as the case may be,
the holders of shares of Series A Preferred Stock shall not be entitled to any
further participation in any distribution of assets of the Corporation and the
remaining assets of the Corporation shall be distributed to the holders of
Junior Stock.

                           (d)      Value of Securities. Any securities of the
surviving Person to be delivered to the holders of shares of Series A Preferred
Stock pursuant to Section 4(b) and Section 4(c) shall be valued as follows:

                                    (i)      With respect to securities that do
not constitute "restricted securities," as such term is defined in Rule
144(a)(3) promulgated under the Securities Act, the value shall be deemed to be
the Market Price of such securities as of three (3) days prior to the date of
payment.

                                    (ii)     With respect to securities that
constitute "restricted securities," as such term is defined in Rule 144(a)(3)
promulgated under the Securities Act, and that are of the same class or series
as securities that are publicly traded, the value shall be deemed to be the
Market Price of such securities as of three (3) days prior to the date of
payment, as adjusted to make an appropriate discount from such value to reflect
the appropriate fair market value thereof, giving appropriate weight, if any, to
such restriction as mutually determined by the Board of Directors and the
holders of a majority of the shares of Series A Preferred Stock, or if the Board
of Directors and the holders of a majority of the shares of Series A Preferred
Stock shall fail to agree, at the Corporation's expense by an appraiser chosen
by the Board of Directors and reasonably acceptable to the holders of a majority
of the shares of Series A Preferred Stock.

                                    (iii)    With respect to securities that
constitute "restricted securities," as such term is defined in Rule 144(a)(3)
promulgated under the Securities Act, for which there is no active public market
the value shall be deemed to be the Market Price of such securities as of three
(3) days prior to the date of payment, as

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                                                                               4

adjusted to make an appropriate discount from such value to reflect the
appropriate fair market value thereof, giving appropriate weight, if any, to
such restriction as mutually determined by the Board of Directors and the
holders of a majority of the shares of Series A Preferred Stock, or if the Board
of Directors and the holders of a majority of the shares of Series A Preferred
Stock shall fail to agree, at the Corporation's expense by an appraiser chosen
by the Board of Directors and reasonably acceptable to the holders of a majority
of the shares of Series A Preferred Stock.

                           (e)      Notice. Written notice of a Liquidation or a
Change of Control stating a payment or payments and the place where such payment
or payments shall be payable, shall be delivered in person, mailed by certified
mail, return receipt requested, mailed by overnight mail or sent by telecopier,
not less than ten (10) days prior to the earliest payment date stated therein,
to the holders of record of shares of Series A Preferred Stock, such notice to
be addressed to each such holder at its address as shown by the records of the
Corporation.

                  5.       Voting Rights; Election of Directors.

                           (a)      General. In addition to the voting rights to
which the holders of Series A Preferred Stock are entitled under or granted by
Delaware law, the holders of Series A Preferred Stock shall be entitled to vote,
in person or by proxy, at a special or annual meeting of stockholders on all
matters entitled to be voted on by holders of shares of Common Stock voting
together as a single class with the Common Stock (and with other shares entitled
to vote thereon, if any). With respect to any such vote, each share of Series A
Preferred Stock shall entitle the holder thereof to cast that number of votes as
is equal to the number of votes that such holder would be entitled to cast had
such holder converted its shares of Series A Preferred Stock into shares of
Common Stock pursuant to Section 7(a) below on the record date for determining
the stockholders of the Corporation eligible to vote on any such matters;
provided, that the number of votes to which any such holder of Series A
Preferred Stock is entitled, in its capacity as such, shall at no time exceed
(i) the aggregate number of shares of Common Stock that such holder would be
entitled to receive had such holder converted its shares of Series A Preferred
Stock into shares of Common Stock pursuant to Section 7(a) below on the record
date for determining the stockholders of the Corporation eligible to vote on any
such matters, without giving effect to any adjustments to the Conversion Price
occurring after the Closing Date other than any such adjustments resulting from
the events described in Section 7(e)(i), multiplied by (ii) the Vote Per Share,
or such greater number of votes that is then permitted by the rules of The
Nasdaq Stock Market, Inc. (or, if the Corporation's Common Stock is quoted or
listed on a different exchange, such greater number of votes that is then
permitted by the rules of such exchange).

                           (b)      Major Actions. Notwithstanding anything to
the contrary set forth in the Certificate of Incorporation, the By-laws of the
Corporation or otherwise,

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so long as _______________(1) shares (subject to adjustment for the events
described in Section 7(e)(i)) of Series A Preferred Stock remain outstanding,
neither the Corporation, the Board of Directors nor the stockholders of the
Corporation shall approve, consent to or ratify any of the following options
without the affirmative vote or written consent of the holders of sixty-six and
two-thirds percent (66-2/3%) of the outstanding shares of Series A Preferred
Stock, voting as a separate class:

                                    (i)      any amendment, modification or
restatement of the Certificate of Incorporation, including the Certificate of
Designations of the Series A Preferred Stock, or the By-laws of the Corporation
that would adversely affect the rights, preferences, powers (including, without
limitation, voting powers) and privileges of the Series A Preferred Stock;

                                    (ii)     the issuance, reservation for
issuance or authorization of any Capital Stock of the Corporation or any right
or option to acquire shares of Capital Stock ranking pari passu with or senior
to the shares of Series A Preferred Stock or any increase or decrease in the
authorized number of shares of Series A Preferred Stock;

                                    (iii)    the redemption of any Junior Stock
other than the repurchase of unvested stock options or restricted stock from
employees, officers, directors, or consultants of the Corporation upon
termination of service;

                                    (iv)     any declaration, distribution or
payment of any dividend or other distribution to any Junior Stock;

                                    (v)      the incurrence, assumption or
guarantee by the Corporation or any Subsidiary of the Corporation of any form of
Indebtedness in excess of $1,000,000 individually or $3,000,000 in the
aggregate, other than a working capital line of credit in an aggregate amount
not to exceed $5,000,000; and

                                    (vi)     any amendment to this Section 5(c).

                  6.       Preemptive Rights.

                           (a)      So long as _______________(2) shares
(subject to adjustment for the events described in Section 7(e)(i)) of Series A
Preferred Stock remain

-------------------
(1)  Number will be (i) the total number of shares issued to the Series A
     Preferred at Closing multiplied by (ii) a fraction, the numerator of which
     is 6 and the denominator of which is the total amount of capital invested
     by the Series A Preferred at Closing. For example, if $29.475 million is
     invested, this number will represent 6/30.625, or approximately 20%, of the
     total number of shares issued at Closing.

(2)  Number will be (i) the total number of shares issued to the Series A
     Preferred at Closing multiplied by (ii) a fraction, the numerator of which
     is 6 and the denominator of which is the total amount of capital invested
     by the Series A Preferred at Closing. For example, if $30.625 million is
     invested, this number will represent 6/30.625, or approximately 20%, of the
     total number of shares issued at Closing.

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outstanding, the Corporation shall not issue or sell any shares of Capital Stock
(the securities issued in such transactions being referred to as the "Newly
Issued Securities"), unless prior to the issuance or sale of such Newly Issued
Securities each holder of Series A Preferred Stock shall have been given the
opportunity (such opportunity being herein referred to as the "Preemptive
Right") to purchase (on the same terms as such Newly Issued Securities are
proposed to be sold) the same proportion of such Newly Issued Securities being
issued or offered for sale by the Corporation as (x) the number of shares of
Common Stock (calculated solely on account of outstanding Series A Preferred
Stock on an as converted basis) held by such holder on the day preceding the
date of the Preemptive Notice (as defined below) bears to (y) the total number
of shares of Common Stock (calculated on a fully diluted basis with respect to
the Series A Preferred Stock and any other Common Stock Equivalents which are
"in the money") outstanding on the day preceding the date of the Preemptive
Notice. Each holder of Series A Preferred Stock shall have the right to assign,
in whole or in part, its Preemptive Right to purchase its pro rata share of such
Newly Issued Securities to any one or more of its Affiliates.

                           (b)      At least thirty (30) days prior to the
issuance by the Corporation of any Newly Issued Securities, the Corporation
shall give written notice thereof (the "Preemptive Notice") to each holder of
Series A Preferred Stock. The Preemptive Notice shall specify (i) the name and
address of the bona fide investor to whom the Corporation proposes to issue or
sell Newly Issued Securities, (ii) the total amount of capital to be raised by
the Corporation pursuant to the issuance or sale of Newly Issued Securities,
(iii) the number of such Newly Issued Securities proposed to be issued or sold,
(iv) the price and other terms of their proposed issuance or sale, (v) the
number of such Newly Issued Securities which such holder is entitled to purchase
(determined as provided in subsection (a) above), and (vi) the period during
which such holder may elect to purchase such Newly Issued Securities, which
period shall extend for at least thirty (30) days following the receipt by such
holder of the Preemptive Notice (the "Preemptive Acceptance Period"). Each
holder of Series A Preferred Stock who desires to purchase Newly Issued
Securities shall notify the Corporation within the Preemptive Acceptance Period
of the number of Newly Issued Securities such holder wishes to purchase, as well
as the number, if any, of additional Newly Issued Securities such holder would
be willing to purchase in the event that all of the Newly Issued Securities
subject to the Preemptive Right are not subscribed for by the other holders of
Series A Preferred Stock.

                           (c)      After the conclusion of the Preemptive
Acceptance Period, any Newly Issued Securities which none of the holders elect
to purchase in accordance with the provisions of this Section 6 may be sold by
the Corporation, within a period of four (4) months after the expiration of the
Preemptive Acceptance Period, to any other Person or Persons at not less than
the price and upon other terms and conditions not less favorable to the
Corporation than those set forth in the Preemptive Notice.

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                           (d)      The term "Newly Issued Securities" shall not
include:

                                    (i)      Shares of Common Stock issued upon
the conversion of shares of Series A Preferred Stock;

                                    (ii)     Shares of Common Stock issued upon
the exercise of the Beacon Warrant;

                                    (iii)    Shares of Common Stock issued or
issuable upon the exercise of any options that were outstanding under any of the
Stock Option Plans as of the Closing Date;

                                    (iv)     Options to purchase shares of
Common Stock issued to employees, consultants or strategic partners of the
Corporation and approved by the Board of Directors after the Closing Date;

                                    (v)      Shares of Common Stock issued or
issuable upon the exercise of any options described in clause (iv) above;

                                    (vi)     Shares of Common Stock issued or
issuable pursuant to Section 7(h) hereof;

                                    (vii)    Shares of Capital Stock issued in
connection with acquisitions, mergers or business combination transactions
approved by the Board of Directors; and

                                    (viii)   Shares of Capital Stock issued by
the Corporation in a public offering pursuant to a registration statement filed
under the Securities Act.

                  7.       Conversion and Redemption.

                           (a)      Conversion at Option of Holder. Any holder
of shares of Series A Preferred Stock shall have the right, at its option, at
any time and from time to time, to convert, subject to the terms and provisions
of this Section 7, any or all of such holder's shares of Series A Preferred
Stock into such number of fully paid and non-assessable shares of Common Stock
as is equal to the product of (i) the number of shares of Series A Preferred
Stock being so converted multiplied by (ii) the quotient of (x) the sum of the
Accreted Value plus all dividends accrued at the rate and in the manner
specified in Section 3(a) since the previous Compounding Date divided by (y) the
conversion price of $____(3) per share, subject to adjustment as provided in
Section 7(e) below (the "Conversion Price"). Such conversion right shall be
exercised by the surrender of certificate(s) representing the shares of Series A
Preferred Stock to be converted to the Corporation at any time during usual
business hours at its principal place of business maintained by it (or such
other office or agency of the Corporation as the

------------------
(3)  Will equal the purchase price per share of the Series A Preferred Stock.

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Corporation may designate by notice in writing to the holders of shares of
Series A Preferred Stock), accompanied by written notice that the holder elects
to convert such shares of Series A Preferred Stock and specifying the name or
names (with address) in which a certificate or certificates for shares of Common
Stock are to be issued and (if so required by the Corporation) by a written
instrument or instruments of transfer in form reasonably satisfactory to the
Corporation duly executed by the holder or its duly authorized legal
representative and transfer tax stamps or funds therefor, if required pursuant
to Section 7(k) below.

                           (b)      Conversion at Option of the Corporation. The
Corporation shall not have any right to convert any shares of the Series A
Preferred Stock on or prior to the second anniversary of the Closing Date. If,
on any date after the second anniversary of the Closing Date, the average of the
Market Price for a share of Common Stock for the trailing 180 consecutive
trading days is at least $7.50 (subject to adjustment for the events described
in Section 7(e)(i)), the Corporation shall have the right, at its option, to
convert, subject to the terms and provisions of this Section 7, all, but not
less than all, of the outstanding shares of Series A Preferred Stock into such
number of fully paid and non-assessable shares of Common Stock as is equal to
the product of (i) the number of shares of Series A Preferred Stock being so
converted multiplied by (ii) the quotient of (x) the sum of the Accreted Value
plus all dividends accrued at the rate and in the manner specified in Section
3(a) since the previous Compounding Date divided by (y) the Conversion Price.
Written notice by the Corporation that the Corporation elects to convert such
shares of Series A Preferred Stock pursuant to this Section 7(b) shall be
delivered in person, mailed by certified mail, return receipt requested, mailed
by overnight mail or sent by telecopier to the holders of record of the shares
of Series A Preferred Stock, such notice to be addressed to each such holder at
its address as shown in the records of the Corporation. Upon receipt of such
notice from the Corporation, each holder of shares of Series A Preferred Stock
shall promptly surrender to the Corporation at any time during usual business
hours at its principal place of business maintained by it (or such other office
or agency of the Corporation as the Corporation may designate by notice in
writing to the holders of shares of Series A Preferred Stock), specifying the
name or names (with address) in which a certificate or certificates for shares
of Common Stock are to be issued and (if so required by the Corporation)
accompanied by a written instrument or instruments of transfer in form
reasonably satisfactory to the Corporation duly executed by the holder or its
duly authorized legal representative and transfer tax stamps or funds therefore,
if required pursuant to Section 7(k) below.

                           (c)      Surrender of Certificates; Delivery of
Shares. All certificates representing shares of Series A Preferred Stock
surrendered for conversion shall be delivered to the Corporation for
cancellation and canceled by it. As promptly as practicable after the surrender
of any shares of Series A Preferred Stock, but in any event within seven (7)
days of the receipt of such certificates, the Corporation shall (subject to
compliance with the applicable provisions of federal and state securities laws)
deliver to the holder of such shares so surrendered certificate(s) representing
the number of fully paid and nonassessable shares of Common Stock into which
such shares are entitled to be converted. At the time of the surrender of such
certificate(s), the Person in whose name

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any certificate(s) for shares of Common Stock shall be issuable upon such
conversion shall be deemed to be the holder of record of such shares of Common
Stock on such date, notwithstanding that the share register of the Corporation
shall then be closed or that the certificates representing such Common Stock
shall not then be actually delivered to such Person.

                           (d)      Termination of Rights. On the date of
conversion pursuant to Section 7(a) or Section 7(b) above, all rights with
respect to the shares of Series A Preferred Stock so converted, including the
rights, if any, to receive notices and vote, shall terminate, except only the
rights of holders thereof to (i) receive certificates for the number of shares
of Common Stock into which such shares of Series A Preferred Stock have been
converted and (ii) exercise the rights to which they are entitled as holders of
Common Stock.

                           (e)      (i)      Dividend, Subdivision, Combination
or Reclassification of Common Stock. In the event that the Corporation shall, at
any time or from time to time prior to conversion of shares of Series A
Preferred Stock, (w) pay a dividend or make a distribution on the outstanding
shares of Common Stock payable in Common Stock, (x) subdivide the outstanding
shares of Common Stock into a larger number of shares, (y) combine the
outstanding shares of Common Stock into a smaller number of shares or (z) issue
any shares of its Capital Stock in a reclassification of the Common Stock (other
than any such event for which an adjustment is made pursuant to another clause
of this Section 7(e)), then, and in each such case, the Conversion Price in
effect immediately prior to such event shall be adjusted (and any other
appropriate actions shall be taken by the Corporation) so that the holder of any
share of Series A Preferred Stock thereafter surrendered for conversion shall be
entitled to receive the number of shares of Common Stock or other securities of
the Corporation that such holder would have owned or would have been entitled to
receive upon or by reason of any of the events described above, had such share
of Series A Preferred Stock been converted immediately prior to the occurrence
of such event. An adjustment made pursuant to this Section 7(e)(i) shall become
effective retroactively (x) in the case of any such dividend or distribution, to
a date immediately following the close of business on the record date for the
determination of holders of Common Stock entitled to receive such dividend or
distribution or (y) in the case of any such subdivision, combination or
reclassification, to the close of business on the day upon which such corporate
action becomes effective.

                                    (ii)     Issuance of Common Stock or Common
Stock Equivalent below Conversion Price.

                                             (A)      If the Corporation shall,
at any time or from time to time prior to conversion of shares of Series A
Preferred Stock, issue or sell any shares of Common Stock or Common Stock
Equivalents at a price per share of Common Stock (the "New Issue Price") that is
less than the Conversion Price then in effect as of the record date or Issue
Date (as defined below), as the case may be (the "Relevant Date") (treating the
price per share of Common Stock, in the case of the issuance of any

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                                                                              10

Common Stock Equivalent, as equal to (i) the sum of the price for such Common
Stock Equivalent plus any additional consideration payable (without regard to
any anti-dilution adjustments) upon the conversion, exchange or exercise of such
Common Stock Equivalent divided by (ii) the number of shares of Common Stock
initially underlying such Common Stock Equivalent), other than (x) issuances or
sales for which an adjustment is made pursuant to another clause of this Section
7(e) and (y) issuances in connection with an Excluded Transaction, then, and in
each such case, the Conversion Price then in effect shall be adjusted to equal
the New Issue Price.

                                             (B)      Such adjustment shall be
made whenever such shares of Common Stock or Common Stock Equivalents are
issued, and shall become effective retroactively (x) in the case of an issuance
to the stockholders of the Corporation, as such, to a date immediately following
the close of business on the record date for the determination of stockholders
entitled to receive such shares of Common Stock or Common Stock Equivalents and
(y) in all other cases, on the date (the "Issue Date") of such issuance;
provided, however, that the determination as to whether an adjustment is
required to be made pursuant to this Section 7(e)(ii) shall be made upon the
issuance of such shares of Common Stock or Common Stock Equivalents, and not
upon the issuance of any security into which the Common Stock Equivalents
convert, exchange or may be exercised.

                                             (C)      In case at any time any
shares of Common Stock or Common Stock Equivalents or any rights or options to
purchase any shares of Common Stock or Common Stock Equivalents shall be issued
or sold for cash, the consideration received therefor shall be deemed to be the
amount received by the Corporation therefor, without deduction therefrom of any
expenses incurred or any underwriting commissions or concessions or discounts
paid or allowed by the Corporation in connection therewith. In case any shares
of Common Stock or Common Stock Equivalents or any rights or options to purchase
any Common Stock or Common Stock Equivalents shall be issued or sold for a
consideration other than cash, the amount of the consideration other than cash
received by the Corporation shall be deemed to be the fair market value of such
consideration, without deduction therefrom of any expenses incurred or any
underwriting commissions or concessions or discounts paid or allowed by the
Corporation in connection therewith, as determined by the Board of Directors in
good faith.

                                             (D)      If any Common Stock
Equivalents (or any portions thereof) which shall have given rise to an
adjustment pursuant to this Section 7(e)(ii) shall have expired or terminated
without the exercise thereof and/or if by reason of the terms of such Common
Stock Equivalents there shall have been an increase or increases, with the
passage of time or otherwise, in the price payable upon the exercise or
conversion thereof, then the Conversion Price hereunder shall be readjusted (but
to no greater extent than originally adjusted) in order to (A) eliminate from
the computation any additional shares of Common Stock corresponding to such
Common Stock Equivalents as shall have expired or terminated, (B) treat the
additional shares of Common Stock, if any, actually issued or issuable pursuant
to the previous exercise of

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                                                                              11

such Common Stock Equivalents as having been issued for the consideration
actually received and receivable therefor and (C) treat any of such Common Stock
Equivalents which remain outstanding as being subject to exercise or conversion
on the basis of such exercise or conversion price as shall be in effect at the
time.

                                    (iii)    Certain Distributions. In case the
Corporation shall, at any time or from time to time prior to conversion of
shares of Series A Preferred Stock, distribute to all holders of shares of the
Common Stock (including any such distribution made in connection with a merger
or consolidation in which the Corporation is the resulting or surviving Person
and the Common Stock is not changed or exchanged) cash, evidences of
Indebtedness of the Corporation or another issuer, securities of the Corporation
or another issuer or other assets (excluding dividends payable in shares of
Common Stock for which adjustment is made under another paragraph of this
Section 7(e), any distribution that also is made to the holders of Series A
Preferred Stock on an as-converted basis and any distribution in connection with
an Excluded Transaction) or rights or warrants to subscribe for or purchase of
any of the foregoing, then, and in each such case, the Conversion Price then in
effect shall be adjusted (and any other appropriate actions shall be taken by
the Corporation) by multiplying the Conversion Price in effect immediately prior
to the date of such distribution by a fraction (x) the numerator of which shall
be the Current Market Price of the Common Stock immediately prior to the date of
distribution less the then fair market value (as determined by the Board of
Directors in the exercise of their fiduciary duties) of the portion of the cash,
evidences of Indebtedness, securities or other assets so distributed or of such
rights or warrants applicable to one share of Common Stock and (y) the
denominator of which shall be the Current Market Price of the Common Stock
immediately prior to the date of distribution (but such fraction shall not be
greater than one); provided, however, that no adjustment shall be made with
respect to any distribution of rights or warrants to subscribe for or purchase
securities of the Corporation if the holder of shares of Series A Preferred
Stock would otherwise be entitled to receive such rights or warrants upon
conversion at any time of shares of Series A Preferred Stock into Common Stock.
Such adjustment shall be made whenever any such distribution is made and shall
become effective retroactively to a date immediately following the close of
business on the record date for the determination of stockholders entitled to
receive such distribution.

                                    (iv)     Other Changes. In case the
Corporation, at any time or from time to time prior to the conversion of shares
of Series A Preferred Stock, shall take any action affecting its Common Stock
similar to or having an effect similar to any of the actions described in
Sections 7(e)(i), (ii) or (iii) above or Section 7(h) below (but not including
any action described in any such Section) and the Board of Directors in good
faith determines that it would be equitable in the circumstances to reduce the
Conversion Price as a result of such action, then, and in each such case, the
Conversion Price shall be reduced in such manner and at such time as the Board
of Directors in good faith determines would be equitable in the circumstances
(such determination to be evidenced in a resolution, a certified copy of which
shall be mailed to the holders of shares of Series A Preferred Stock).

<PAGE>

                                                                              12

                           (f)      Abandonment. If the Corporation shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend or other distribution, and shall thereafter and before the
distribution to stockholders thereof legally abandon its plan to pay or deliver
such dividend or distribution, then no adjustment in the Conversion Price shall
be required by reason of the taking of such record.

                           (g)      Certificate as to Adjustments. Upon any
adjustment in the Conversion Price, the Corporation shall within a reasonable
period (not to exceed ten (10) Business Days) following any of the foregoing
transactions deliver to each registered holder of shares of Series A Preferred
Stock a certificate, signed by (i) the Chief Executive Officer of the
Corporation and (ii) the Chief Financial Officer of the Corporation, setting
forth in reasonable detail the event requiring the adjustment and the method by
which such adjustment was calculated and specifying the increased or decreased
Conversion Price then in effect following such adjustment.

                           (h)      Reorganization, Reclassification. In case of
any merger, consolidation or other business combination transaction of the
Corporation (other than a Change of Control) or any capital reorganization,
reclassification or other change of outstanding shares of Common Stock (other
than a change in par value, or from par value to no par value, or from no par
value to par value) (each, a "Transaction"), the Corporation shall execute and
deliver to each holder of shares of Series A Preferred Stock at least ten (10)
Business Days prior to effecting such Transaction a certificate, signed by (i)
the Chief Executive Officer of the Corporation and (ii) the Chief Financial
Officer of the Corporation, stating that the holder of each share of Series A
Preferred Stock shall have the right to receive in such Transaction, in exchange
for each share of Series A Preferred Stock, a security identical to (and not
less favorable than) the Series A Preferred Stock, and provision shall be made
therefor in the agreement, if any, relating to such Transaction. Any certificate
delivered pursuant to this Section 7(h) shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 7. The provisions of this Section 7(h) and any equivalent
thereof in any such certificate similarly shall apply to successive
Transactions.

                           (i)      Notices. In case at any time or from time to
time:

                                    (w)      the Corporation shall declare a
dividend (or any other distribution) on its shares of Common Stock;

                                    (x)      the Corporation shall authorize the
granting to the holders of its Common Stock rights or warrants to subscribe for
or purchase any shares of Capital Stock of any class or of any other rights or
warrants; or

                                    (y)      there shall be any Transaction,

then the Corporation shall mail to each holder of shares of Series A Preferred
Stock at such holder's address as it appears on the transfer books of the
Corporation, as promptly as possible but in any event at least ten (10) days
prior to the applicable date hereinafter

<PAGE>

                                                                              13

specified, a notice stating (A) the date on which a record is to be taken for
the purpose of such dividend, distribution or granting of rights or warrants or,
if a record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distribution or granting of rights or
warrants are to be determined, or (B) the date on which such Transaction is
expected to become effective and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their Common
Stock for shares of stock or other securities or property or cash deliverable
upon such Transaction. Notwithstanding the foregoing, in the case of any event
to which Section 7(h) above is applicable, the Corporation shall also deliver
the certificate described in Section 7(h) above to each holder of shares of
Series A Preferred Stock at least ten (10) Business Days' prior to effecting
such reorganization or reclassification as aforesaid.

                           (j)      Reservation of Common Stock. The Corporation
shall at all times reserve and keep available for issuance upon the conversion
of shares of Series A Preferred Stock, such number of its authorized but
unissued shares of Common Stock as will from time to time be sufficient to
permit the conversion of all outstanding shares of Series A Preferred Stock, and
shall take all action to increase the authorized number of shares of Common
Stock if at any time there shall be insufficient authorized but unissued shares
of Common Stock to permit such reservation or to permit the conversion of all
outstanding shares of Series A Preferred Stock; provided, that the holders of
shares of Series A Preferred Stock shall vote such shares in favor of any such
action that requires a vote of stockholders.

                           (k)      No Conversion Tax or Charge. The issuance or
delivery of certificates for Common Stock upon the conversion of shares of
Series A Preferred Stock shall be made without charge to the converting holder
of shares of Series A Preferred Stock for such certificates or for any tax in
respect of the issuance or delivery of such certificates or the securities
represented thereby, and such certificates shall be issued or delivered in the
respective names of, or (subject to compliance with the applicable provisions of
federal and state securities laws) in such names as may be directed by, the
holders of the shares of Series A Preferred Stock so converted; provided,
however, that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
such certificate in a name other than that of the holder of the shares of Series
A Preferred Stock so converted, and the Corporation shall not be required to
issue or deliver such certificate unless or until the Person or Persons
requesting the issuance or delivery thereof shall have paid to the Corporation
the amount of such tax or shall have established to the reasonable satisfaction
of the Corporation that such tax has been paid.

                           (l)      Limitations on Conversions. Each holder of
the Series A Preferred Stock's right to convert its shares of Series A Preferred
Stock into shares of Common Stock shall not be limited by any notice delivered
by the Corporation of any Change of Control or other event that notwithstanding
this subsection (l) shall purport to limit such conversion right.

<PAGE>

                                                                              14

                           (m)      Redemption. The shares of Series A Preferred
Stock shall not be redeemed or subject to redemption, whether at the option of
the Corporation or any holder thereof, or otherwise.

                  8.       Certain Remedies. Any registered holder of shares of
Series A Preferred Stock shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Certificate of Designations and to
enforce specifically the terms and provisions of this Certificate of
Designations in any court of the United States or any state thereof having
jurisdiction, this being in addition to any other remedy to which such holder
may be entitled at law or in equity.

                  9.       Business Day. If any payment shall be required by the
terms hereof to be made on a day that is not a Business Day, such payment shall
be made on the immediately succeeding Business Day.

                  10.      Definitions. As used in this Certificate of
Designations, the following terms shall have the following meanings (with terms
defined in the singular having comparable meanings when used in the plural and
vice versa), unless the context otherwise requires:

                  "Accreted Value" means, as of any date, with respect to each
share of Series A Preferred Stock, $______ (subject to adjustment for the events
described in Section 7(e)(i)), plus the amount of dividends that have accrued,
compounded and been added thereto to such date pursuant to Section 3(a) hereof.

                  "Affiliate" means any Person who is an "affiliate" as defined
in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

                  "Board of Directors" means the Board of Directors of the
Corporation.

                  "Business Day" means any day except a Saturday, a Sunday, or
other day on which commercial banks in the State of New York are authorized or
required by law or executive order to close.

                  "By-Laws" means the by-laws of the Corporation in effect on
the Closing Date, as the same may be amended from time to time.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations, rights in, or other equivalents (however
designated and whether voting or non-voting) of, such Person's capital stock
(including, without limitation, common stock and preferred stock) and any and
all rights, warrants or options exchangeable for or convertible into such
capital stock.

                  "Certificate of Designations" means this Certificate of
Designations relating to the powers, designations, preferences and rights of the
Series A Preferred Stock.

<PAGE>

                                                                              15

                  "Certificate of Incorporation" means the Fourth Amended and
Restated Certificate of Incorporation of the Company in effect on the Closing
Date, as the same may be amended from time to time.

                  "Change of Control" means (i) any merger, consolidation or
other business combination transaction (or series of related transactions) in
which the stockholders owning a majority of the voting securities of the
Corporation prior to such transaction do not own a majority of the voting
securities of the surviving entity, (ii) any tender offer, exchange offer or
other transaction whereby any person or "group" other than the holders of shares
of Series A Preferred Stock obtains a majority of the outstanding shares of
Common Stock, (iii) a sale of all or substantially all of the assets of the
Corporation, (iv) any proxy contest in which a majority of the Board of
Directors of the Corporation (or persons appointed by the Board of Directors)
prior to such contest do not constitute a majority of the Corporation's Board of
Directors after such contest or (v) any other transaction described in any
stockholder rights agreement or "poison pill," if any, to which the Corporation
is party, which may permit the holders of any rights or similar certificates to
exercise the rights evidenced thereby.

                  "Closing Date" means ____________, 2003.

                  "Commission" means the United States Securities and Exchange
Commission or any similar agency then having jurisdiction to enforce the
Securities Act.

                  "Common Stock" shall have the meaning ascribed to it in
Section 2 hereof.

                  "Common Stock Equivalent" means any security or obligation
which is by its terms, directly or indirectly, convertible into or exchangeable
or exercisable for shares of Common Stock, including, without limitation, the
Series A Preferred Stock, and any option, warrant or other subscription or
purchase right with respect to Common Stock or any Common Stock Equivalent.

                  "Compounding Date" shall have the meaning ascribed to it in
Section 3(a) hereof.

                  "Contingent Obligation" means, as applied to any Person, any
direct or indirect liability of that Person with respect to any Indebtedness,
lease, dividend, guaranty, letter of credit or other obligation, contractual or
otherwise (the "primary obligation") of another Person (the "primary obligor"),
whether or not contingent, (a) to purchase, repurchase or otherwise acquire such
primary obligations or any property constituting direct or indirect security
therefor, (b) to advance or provide funds (i) for the payment or discharge of
any such primary obligor or otherwise to maintain the net worth or solvency or
any balance sheet item, level of income or financial condition of the primary
obligor, (c) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation, or (d) otherwise
to assure or hold harmless the owner of any such primary obligation against loss
or failure or inability to perform in

<PAGE>

                                                                              16

respect thereof. The amount of any Contingent Obligation shall be deemed to be
an amount equal to the stated or determinable amount of the primary obligation
in respect of which such Contingent Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof.

                  "Conversion Price" shall have the meaning ascribed to it in
Section 7(a) hereof.

                  "Corporation" shall have the meaning ascribed to it in the
first paragraph of this Certificate of Designations.

                  "Current Market Price" per share of Capital Stock of any
Person means, as of the date of determination, (a) the average of the daily
Market Price under clause (a), (b) or (c) of the definition thereof of such
Capital Stock during the immediately preceding thirty (30) trading days ending
on such date, and (b) if such Capital Stock is not then listed or admitted to
trading on any national securities exchange or quoted in the over-the-counter
market, then the Market Price under clause (d) of the definition thereof on such
date.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.

                  "Excluded Transaction" means (a) any issuance of Common Stock
pursuant to the exercise of any options that were outstanding under any of the
Stock Option Plans as of the Closing Date, (b) any issuance of options to
employees, consultants or strategic partners of the Corporation approved by the
Board of Directors after the Closing Date, or any issuance of Common Stock
pursuant to the exercise of such options, (c) any issuance of Common Stock (i)
upon the conversion of shares of Series A Preferred Stock, (ii) as a dividend on
shares of Series A Preferred Stock, (iii) upon the exercise of the Beacon
Warrant or (iv) upon conversion or exercise of any Common Stock Equivalents, and
(d) any issuance of Common Stock in connection with any Liquidation Payment or
any Sale Payment.

                  "GAAP" means United States generally accepted accounting
principles in effect from time to time.

                  "Governmental Authority" means the government of any nation,
state, city, locality or other political subdivision thereof, any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, and any corporation or other entity
owned or controlled, through stock or capital ownership or otherwise, by any of
the foregoing.

                  "Indebtedness" means, as to any Person, (a) all obligations of
such Person for borrowed money (including, without limitation, reimbursement and
all other obligations with respect to surety bonds, letters of credit and
bankers' acceptances, whether or not matured), (b) all obligations of such
Person to pay the deferred purchase price of property or services, except trade
accounts payable and accrued commercial or

<PAGE>

                                                                              17

trade liabilities arising in the ordinary course of business, (c) all interest
rate and currency swaps, caps, collars and similar agreements or hedging devices
under which payments are obligated to be made by such Person, whether
periodically or upon the happening of a contingency, (d) all indebtedness
created or arising under any conditional sale or other title retention agreement
with respect to property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property), (e) all obligations of
such Person under leases which have been or should be, in accordance with GAAP,
recorded as capital leases, (f) all indebtedness secured by any Lien (other than
Liens in favor of lessors under leases other than leases included in clause (e))
on any property or asset owned or held by that Person regardless of whether the
indebtedness secured thereby shall have been assumed by that Person or is
non-recourse to the credit of that Person, and (g) any Contingent Obligation of
such Person.

                  "Issue Date" shall have the meaning ascribed to it in Section
7(e)(ii) hereof.

                  "Junior Stock" shall have the meaning ascribed to it in
Section 2 hereof.

                  "Lien" means any mortgage, deed of trust, pledge,
hypothecation, assignment, encumbrance, lien (statutory or other) or preference,
priority, right or other security interest or preferential arrangement of any
kind or nature whatsoever.

                  "Liquidation" means the voluntary or involuntary liquidation
under applicable bankruptcy or reorganization legislation, or the dissolution or
winding up of the Corporation.

                  "Liquidation Payment" shall have the meaning ascribed to it in
Section 4(a) hereof.

                  "Market Price" means, with respect to the Capital Stock of any
Person, as of the date of determination, (a) if such Capital Stock is listed on
a national securities exchange, the closing price per share of such Capital
Stock on such date published in The Wall Street Journal (National Edition) or,
if no such closing price on such date is published in The Wall Street Journal
(National Edition), the average of the closing bid and asked prices on such
date, as officially reported on the principal national securities exchange on
which such Capital Stock is then listed or admitted to trading; or (b) if such
Capital Stock is not then listed or admitted to trading on any national
securities exchange but is designated as a national market system security by
the National Association of Securities Dealers, Inc., the last trading price of
such Capital Stock on such date; or (c) if there shall have been no trading on
such date or if such Capital Stock is not designated as a national market system
security by the National Association of Securities Dealers, Inc., the average of
the reported closing bid and asked prices of such Capital Stock on such date as
shown by the National Market System of the National Association of Securities
Dealers, Inc. Automated Quotations System and reported by any member firm of the
New York Stock Exchange selected by the Corporation; or (d) if none of (a), (b)
or (c) is applicable, a market price per share determined mutually by the Board
of Directors (acting in good faith pursuant to the exercise of its fiduciary
duties) and the holders of a majority of the shares of Series A Preferred Stock
or, if the Board of Directors and the holders of a majority of the shares of
Series A Preferred Stock shall fail to agree, at the Corporation's expense by an
appraiser chosen by the Board of Directors

<PAGE>

                                                                              18

(acting in good faith pursuant to the exercise of its fiduciary duties) and
reasonably acceptable to the holders of a majority of the shares of Series A
Preferred Stock. Any determination of the Market Price by an appraiser shall be
based on a valuation of the Corporation as an entirety without regard to any
discount for minority interests or disparate voting rights among classes of
Capital Stock.

                  "New Issue Price" shall have the meaning ascribed to it in
Section 7(e)(ii) hereof.

                  "Newly Issued Securities" shall have the meaning ascribed to
it in Section 6(a) hereof.

                  "Person" means any individual, firm, corporation, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, limited liability company, Governmental Authority or other entity of
any kind, and shall include any successor (by merger or otherwise) of such
entity.

                  "Preemptive Acceptance Period" shall have the meaning ascribed
to it in Section 6(b) hereof.

                  "Preemptive Notice" shall have the meaning ascribed to it in
Section 6(b) hereof.

                  "Preemptive Right" shall have the meaning ascribed to it in
Section 6(a) hereof.

                  "Relevant Date" shall have the meaning ascribed to it in
Section 7(e)(ii) hereof.

                  "Sale Payment" shall have the meaning ascribed to it in
Section 4(b) hereof.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission thereunder.

                  "Series A Preferred Stock" shall have the meaning ascribed to
it in Section 1 hereof.

                  "Stock Option Plans" means the Corporation's stock option
plans and employee purchase plans approved by the Board of Directors, pursuant
to which shares of restricted stock and options to purchase shares of Common
Stock are reserved and available for grant to officers, directors, employees and
consultants of the Corporation.

                  "Transaction" shall have the meaning ascribed to it in Section
7(h) hereof.

<PAGE>

                                                                              19

                  "Vote Per Share" means [        ](4).

                  [Remainder of page intentionally left blank]

--------------------
(4)  This will be a number equal to (i) the purchase price per share of the
     Series A Preferred Stock divided by (ii) the Market Price of the Common
     Stock for the five (5) consecutive trading days immediately prior to the
     Closing Date.

<PAGE>

                                                                              20

                  IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Designations as of __________, 2003.

                                             EVERGREEN SOLAR, INC.

                                             By: _______________________________
                                                 Name: Mark A. Farber
                                                 Title: Chief Executive Officer