CIBC World Markets Corp. FAC/Equities, a division of First Albany Corporation........................... Total................................................................. 31 EXHIBIT A [The final opinion in draft form will be attached as Exhibit A at the time this Agreement is executed.] [The final opinion in draft form should be attached as Exhibit B at the time this Agreement is executed.] LOCK UP AGREEMENT Banc of America Securities LLC CIBC World Markets Corp. FAC/Equities, a division of First Albany Corporation As Representatives of the Several Underwriters c/o Banc of America Securities LLC 600 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Francisco, California 94111 Re: Evergreen Solar, Inc. (the "Company") Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representatives of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, without the prior written consent of Banc of America Securities LLC (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including, without limitation, any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned, or publicly announce the undersigned's intention to do any of the foregoing, for a period of 180 days beginning after the effective date of the Company's registration statement on Form S-1 related to the Offering (the "Effective Date"). The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of shares of Common Stock or
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CIBC World Markets Corp. FAC/Equities, a division of First Albany Corporation........................... Total................................................................. 31 EXHIBIT A By: ------------------------------------- Name: Andrew MacInnes Title: Managing Director [The final opinion in draft form will be attached as Exhibit A at the time this Agreement is executed.FORM OF] [The final opinion in draft form should be attached as Exhibit B at the time this Agreement is executed.] LOCK UP SCHEDULE I TO PRICING AGREEMENT Banc of America Securities LLC NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- CIBC World Markets Corp. FAC/EquitiesCorp............................................ [other underwriters, a division of First Albany Corporation As Representatives of the Several Underwriters c/o Banc of America Securities LLC 600 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Francisco, California 94111 Reif any]....................................... ---------------- [ ] [FORM OF] SCHEDULE II TO PRICING AGREEMENT TITLE OF DESIGNATED SHARES: Evergreen Solar, Inc. (the "Company") Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock NUMBER OF DESIGNATED SHARES: Number of Firm Shares: [ ] Maximum Number of Option Shares: [ ] INITIAL OFFERING PRICE TO PUBLIC: At prevailing market prices [or specify price] PURCHASE PRICE BY UNDERWRITERS: $[ ] per Share FORM OF DESIGNATED SHARES: Definitive form, to be made available for checking at least twenty-four hours prior to the Time of Delivery at the office of The Depository Trust Company or its designated custodian SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds BLACKOUT PROVISIONS: During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreement, the Selling Stockholder agrees not to offer, sell contract to sell or otherwise dispose of, except as provided in the Underwriting Agreement and hereunder, any securities of the Company ("Common Stock") or that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or exercisable for Common Stockthat represent the right to receive, Shares or any such substantially similar securities without the Underwriter's prior written consent. The During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreement, the Company proposes agrees not to carry out a public offering of Common Stock (offer, sell, contract to sell or otherwise dispose of, except as provided in the "Offering") for which you will act as the representatives Underwriting Agreement and hereunder, any securities of the underwriters. The undersigned recognizes Company that the Offering will be of benefit are substantially similar to the undersigned and will benefit Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities (other than (x) pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement (y) any securities of the Company byissued in connection with an acquisition of any business or corporation, among partnership, association or other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will notbusiness organization or division thereof), without the prior written consent of Banc of America Securities LLC (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including, without limitation, any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned, or publicly announce the undersigned's intention to do any of the foregoing, for a period of 180 days beginning after the effective date of the Company's registration statement on Form S-1 related to the Offering (the "Effective Date"). The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of shares of Common Stock orUnderwriter.
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