AMENDED AND RESTATED MASTER JOINT VENTURE AGREEMENT

Exhibit 10.37

CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[****]”) to denote where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.

AMENDED AND RESTATED

MASTER JOINT VENTURE AGREEMENT

By and Among

EVERGREEN SOLAR, INC.

Q — CELLS SE

RENEWABLE ENERGY CORPORATION ASA

and

EVERQ GmbH
(envisaged SOVELLO AG)

TABLE OF CONTENTS

Exhibits

AMENDED AND RESTATED
MASTER JOINT VENTURE AGREEMENT

     This Amended and Restated Master Joint Venture Agreement (the “ Agreement ”) is made and entered into on November 5, 2008, by and between

     Evergreen Solar, Inc., a Delaware corporation with its principal executive offices located at 138 Bartlett Street, Marlboro, Massachusetts, USA (“ Evergreen ” or “ E ”),

     Q-Cells SE, a European stock corporation organized under the laws of Germany with its principal executive offices located at Guardianstr. 16, 06766 Bitterfeld-Wolfen, OT Thalheim, Germany (,, Q-Cells “ or “ Q ”), as legal successor of Q-Cells AG,

     Renewable Energy Corporation ASA, a stock corporation organized under the laws of Norway with its principal executive offices located at Kjørboveien 29, NO-1337 Sandvika, NORWAY (“ REC ”)

     and

     EverQ GmbH, a limited liability company organized under the laws of Germany, after the envisaged reorganization by way of change of legal form ( Formwechsel ) pursuant to sections 238 et seq., 226, 190 et seq. of the German Merger and Reorganization Act ( Umwandlungs-gesetz, UmwG ) into Sovello AG, a stock corporation organized under the laws of Germany, with its principal offices located at Sonnenallee 14-24, 06766 Bitterfeld-Wolfen, OT Thalheim, Germany (hereinafter only ,, Sovello ”).

     Capitalized terms used herein shall have the meaning ascribed to them in Section 1.2 .

Recitals

     WHEREAS:

     The Parties are each engaged in the manufacture and distribution of photovoltaic solar products.

A. Evergreen Solar

Evergreen has unique and proprietary wafer manufacturing technology which enables lower cost manufacturing of solar wafers, cells and panels. Evergreen has an active research program to continue to develop its advanced manufacturing technology.

B. Sovello

Sovello is a joint venture between REC, Q-Cells and Evergreen that was established in 2005 to manufacture wafers using String Ribbon Technology, photovoltaic cells and modules incorporating such wafers based on the combination of their respective technologies and expertise. Two existing factories are already running in Thalheim, Germany, using Gemini String Ribbon Technology. In October 2007, REC, Q-Cells and Evergreen agreed (i) on a further expansion of Sovello with a capacity of further 75 MW based on Quad/COF Technology, (ii) to look to establish factories in other locations worldwide and (iii) to make changes in the contractual relationships between Evergreen and Sovello and establish Sovello as an independent company with a goal of completing an initial public offering.

C. REC

REC is, via its subsidiaries Solar Grade Silicon Holding, Inc. and Solar Grade Silicon LLC with production at Moses Lake, Washington, USA and Butte, Montana USA (“ SGS ”), the world leader in the production of solar grade silicon. REC is also the world’s largest suppliers of high quality silicon wafers for photovoltaic applications. At present REC produces silicon wafers through its unique and proprietary casting and slicing processes.

D. Q-Cells

Q-Cells is the largest independent manufacturer of crystalline silicon solar cells in the world. Q-Cells has active programs to increase the efficiency and reduce the cost to convert wafers into solar cells.

E. Benefits to Parties

The Parties believe that combining their respective technologies and capabilities would have a number of benefits including:

     (1)  REC

     (2) Evergreen

     (3) Sovello

     (4) Q-Cells

F. E, Q and REC have agreed on the renaming and conversion of EverQ GmbH into Sovello, a stock corporation to be organized under the laws of Germany.

G. Existing MJVA

The original Master Joint Venture Agreement dated January 14, 2005 (notarial deed nr. 7/2005 of the Berlin notary public Dr. Rudolf von Hanstein) has been fully restated on November 22, 2005 (notarial deed nr. 287/2005 of the Berlin notary public Dr. Rudolf von Hanstein) and further amended on September 29, 2006 and October 23, 2007, respectively, (notarial deeds nrs 267/2006 and. 463 / 2007 of the Berlin notary public Dr. Rudolf von Hanstein) by E, Q, REC and EverQ GmbH (as so amended, the “ Existing MJVA ”).

NOW, THEREFORE, in consideration of the mutual promises and covenants made herein and of the mutual benefits to be derived here from, and for other good and valuable consideration (the receipt and adequacy of which are hereby acknowledged), the Parties hereto agree as follows:

ARTICLE I.

     1.1 Relation to Existing MJVA and Concurrent Agreements

     The Existing MJVA is hereby amended and restated as set forth in this Agreement with effect immediately upon registration of the conversion and renaming of EverQ GmbH into Sovello at the commercial register with the local court of Stendal. The Concurrent Agreements entered into by a Party and/or the Parties and Sovello remain in full force and effect.

     1.2 Definitions For the purposes of this Agreement, capitalized terms used herein shall have the respective meanings assigned thereto in this Section 1.2 .

          “ Acquisition Proposal ” has the meaning assigned in Section 4.2 .

          “ Acquisition Proposal Notice ” has the meaning assigned in Section 4.2 .

          “ Act ” has the meaning assigned in Section 9.8.

          “ Action ” means any claim, action, suit or arbitration, as well as any inquiry, proceeding or investigation by or before any Governmental Authority.

          “ Additional Capital Contributions ” has the meaning set forth in Section 2.3 .

          “ Affiliate ” means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, a Party at the relevant time. For the purposes of this definition, “control” means the beneficial ownership of more than fifty percent (50%) of the voting rights.

          [****]

          “ Alternative Venture ” means [****]

          [****]

          “ Annual Plan ” shall mean an annual business and operations plan as prepared by the Management Board.

          “ Arbitrator ” has the meaning assigned in Section 5.3 (c)(ii)(3).

          “ Articles of Association ” means the Articles of Association ( Satzung ) of Sovello set forth as Exhibit A attached hereto (a German translation is attached hereto as Exhibit A-1 ), together with any amendments thereto approved by the Parties. Should there be a discrepancy between the German and the English versions of the Articles, the English version shall prevail only for the purposes of this Agreement and the Parties shall amend the German version of the Articles to reflect the meaning of the English version.

          “ Bankruptcy Event ” means with regard to any Party:

               a) such Party commencing a voluntary case or other proceeding, or an involuntary case or other proceeding being commenced against such Party and remaining undismissed and unstayed for a period of [****] days, in either case seeking liquidation, reorganization or other relief with respect to such Party or its debts under any applicable bankruptcy, reorganization, composition, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of such Party or any substantial part of its property;

               b) such Party consenting to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it; or

               c) such Party admitting in writing its inability to pay its debts generally as they become due or generally failing to pay such debts as they become due or becoming subject to disposition of a clearing-house to suspend transactions.

          “ Breaching Party ” has the meaning assigned in Section 5.3 .

          “ Business Day ” means any day on which financial institutions are generally open and available for business, and which is not otherwise a holiday, in all of the German state of Saxony-Anhalt, the US state of Massachusetts and Oslo, Norway.

          “ Business Year ” means the period of time which, according to Sovello’s Articles of Association, or relevant legislation, shall be the annual period used for accounting and public reporting obligations of Sovello.

          “ Capacity Expansion ” has the meaning assigned in Section 3.5 (a).

          “ Cell ” means a crystalline silicon material substrate that has been processed to provide electrical output from incident sunlight.

          “ Change of Control ” means with respect to any entity, the acquisition of such entity by another Person by means of any transaction or series of related transactions (including, without limitation, any share acquisition, sale of all or substantially all of the assets, reorganization, merger or consolidation, but excluding any sale of shares for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of such entity outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in such entity held by such holders prior to such transaction, more than 50% of the total voting power represented by the voting securities of such entity or such surviving entity outstanding immediately after such transaction or series of transactions.

          “ Concurrent Agreements ” means the existing Services Agreements, the License Agreements, the Silicon Supply Agreements (including the Silicon Supply Agreement between SGS and E entered into on November 22, 2005) between the Parties and Sovello, including the Memorandum of Understanding by and among Sovello, Evergreen, REC and Q-Cells (the “ MOU ”) made on October 25, 2007, and all further agreements made between a Party and/or the Parties and Sovello.

          “ Confidential Information ” has the meaning assigned in Section 8.7 .

          “ Director ” means a member of the Supervisory Board ( Aufsichtsratsmitglied ) of Sovello.

          “ Disclosing Party ” has the meaning assigned in Section 8.7(a).

          “ Distribution ” means the transfer of cash or other property whether by way of dividend or otherwise to one or more of the Shareholders, or the purchase or redemption of Shares for cash or other property.

          “ EU ” means European Union.

          “ E First Refusal Notice ” has the meaning assigned in Section 8.2(b).

          “ Election Notice ” has the meaning assigned in Section 4.3.

          “ EverQ GmbH ” means the limited liability company organized under the laws of Germany, registered at the commercial register of the local court of Stendal, Saxony-Anhalt, Germany, under HRB 4769, as the legal predecessor entity to Sovello.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

          “ Existing MJVA ” has the Meaning assigned in the Recitals (G)

          “ Fair Market Value ” has the meaning assigned in Section 5.3(c).

          “ Free Cash ” means, as of any date of determination, the amount of liquid net assets held in cash and other liquid, short-term investment instruments in excess of the amount which is sufficient to fund the operations and investments of Sovello for the following [****] period according to Sovello’s then-current budget projections.

          “ Gemini String Ribbon Technology ” shall mean the String Ribbon Technology as used in Sovello 2 as of the date of signing of this Agreement.

          “ Government Investment Grant ” means GA-grants ( GA-Mittel; Mittel aus dem Programm “Gemeinschaftsaufgabe Aufbau Neue Laender “)

          “ Governmental Authority ” means any US, German or Norwegian, federal, national, supranational, state, provincial, municipal, local, or similar government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

          “ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

          “ IFRS ” means International Financial Reporting Standards.

          “ IPO ” means an initial public offering of shares of Sovello which results in a listing of the shares in Sovello on a stock exchange of recognized international standing or on an authorized marketplace of recognized international standing.

          “ Knowledge ” shall mean, with respect to a Party, the actual knowledge of its officers and the members of the Board of Directors or Supervisory Board of such Party, provided that such persons shall have made reasonable inquiry of those employees and consultants, as the case may be, whom such officers or members of the Board of Directors or the Supervisory Board reasonably believe would have actual knowledge of the matters represented.

          “ Law ” means any US, German or Norwegian, federal, national, supranational, state, provincial, municipal, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law.

          “ Liabilities ” means any and all indebtedness or other liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action, Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

          “ License Agreements ” means the License and Technology Transfer Agreement between Q and Sovello; the License and Technology Transfer Agreement between REC and Sovello; the Quad Technology License Agreement between E and Sovello dated as of October 6, 2008 and the Amended and Restated License and Technology Transfer Agreement between Evergreen and Sovello dated as of September 29, 2006 (as amended by the MOU) and as E and Sovello intend to amend and restate shortly following the date of this Agreement.

          “ Management Board ” shall mean the Management Board (Vorstand) of Sovello.

          “ Material Agreement ” means agreements entered into by Sovello with an annual value above Euro 500,000.

          “ Material Breach ” has the meaning assigned in Section 5.3 .

          “ Module ” means an assembly of multiple, electrically connected Cells also known as a solar panel.

          “ Negotiation Period ” has the meaning assigned in Section 4.3.

          “ Non-Selling Parties ” has the meaning assigned in Section 4.2.

          “ Parties ” means the parties to this Agreement, from time to time, and a “ Party ” shall mean either E, Q or REC, as applicable. For the avoidance of doubt, Sovello shall not be treated as a Party to this Agreement, if not otherwise stated.

          “ Percentage Interests ” means the percentage interests of the Parties in Sovello.

          “ Person ” means any natural person, firm, partnership, association, corporation, company, trust, business trust, governmental authority or other entity.

          “ Quad/COF Technology ” meaning the process developed by E for producing silicon wafers using a furnace known as the “Quad” furnace, including Cut on the Fly, as such technology exists at the time of Signing of this Agreement and licensed from E.

          “ Q Confirmation Notice” has the meaning assigned in Section 8.2(b).

          “ Recapitalization ” means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

          “ Receiving Party ” has the meaning assigned in Section 8.7(a).

          “ Ribbon Technology ” means a technique in which a thin sheet of silicon, typically polycrystalline silicon, is grown directly from molten silicon. The sheet is generally grown in a vertical orientation without the use of foreign substrate on which the silicon is formed, although some processes grow the silicon in a horizontal direction and can use a substrate on which the silicon is formed.

          [****]

          “ Rules of Procedure for the Management Board ” means the rules of procedure for the management board ( Geschäftsordnung für den Vorstand ) of Sovello set forth as Exhibit B attached hereto (a German translation is attached hereto as Exhibit B-1 ), together with any amendments thereto. Should there be a discrepancy between the German and the English versions of the Articles, the English version shall prevail only for the purposes of this Agreement and to the extent legally permissible the Parties shall cause to the Supervisory Board to amend the German version of the Rules of Procedure for the Management Board to reflect the meaning of the English version.

          “ Sale Period ” has the meaning assigned in Section 4.4.

          “ Securities Act ” means the Securities Act of 1934, as amended.

          “ Selling Party ” has the meaning assigned in Section 4.2.

          “ SGS ” has the meaning assigned in the recitals.

          “ Shareholder ” means each of E, Q and REC and their respective Affiliates.

          “ Shares ” means shares of Sovello after conversion of EverQ GmbH equity securities or securities convertible or exchangeable into Sovello equity securities.

          “ Signing Date ” means the date hereof.

          “ Sovello ” has the meaning assigned in the Recitals .

          “ Sovello 2 ” shall mean the existing production facilities of Sovello as of the date of this Agreement using the Gemini String Ribbon Technology licensed from E.

          “ Sovello 3 ” shall mean the planned expansion of Sovello with a capacity of further 75 MW based on the Quad/COF Technology licensed from E.

          “ String Ribbon Technology ” means [****].

          “ Subject Shares ” has the meaning assigned in Section 4.2.

          “ Supervisory Board ” means the Supervisory Board of Directors ( Aufsichtsrat ) of Sovello.

          “ Tax ” or, collectively, “ Taxes ” means any and all German, United States, provincial, state, local and other taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem , transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts, and any obligations with respect to such amounts arising as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or under any agreements or arrangements with any other Person and including any liability for taxes of a predecessor or transferor entity.

          “ Terminating Party ” has the meanings assigned in Article 5 , as applicable.

          “ Termination Call Right ” has the meanings assigned in Section 5.3 (d) and Section 5.4 (b) , as applicable.

          “ Termination Securities ” has the meaning assigned in Section 5.3(c).

          “ Third Party ” means a Person who is neither a Party nor an Affiliate of a Party.

          “ Transfer ” has the meaning assigned in Section 4.1.

          “ US GAAP ” means the generally accepted accounting principles in the United States.

          “ Wafer ” means a crystalline silicon material substrate that is intended to but has not yet been made into a Cell.

     1.3 Headings and Other Interpretation. In this Agreement (a) headings are for convenience of reference only and shall not affect the interpretation of the provisions of this Agreement except to the extent that the context otherwise requires; (b) words importing the singular shall include the plural and vice versa; (c) words denoting individuals shall include any form of entity and vice versa; (d) words denoting any gender shall include all genders; (e) where any act, matter or thing is required by this Agreement to be performed or carried out on a certain day and that day is not a Business Day then that act, matter or thing shall be carried out or performed on the next following Business Day; (f) unless specified otherwise, any reference herein to any Article, Section, clause, sub-article, sub-clause, Appendix or Exhibit shall be deemed to be a reference to an Article, Section, clause, sub-article, sub-clause, Appendix or Exhibit of this Agreement; (g) any reference to any agreement, document or instrument shall refer to such agreement, document or instrument as amended, modified, supplemented, or novated; and (h) the words “include,” “including” and the derivations thereof shall not be limiting.

     1.4 Relation to Articles of Association and Rules of Procedure for the Management Board. In the event that this Agreement and the Articles of Association and/or Rules of Procedure for the Management Board of Sovello should differ in one or several aspects, in the internal relation between E, Q and REC this Agreement shall supersede the Articles of Association and/or Rules of Procedure for the Management Board as far as this is legally permissible. To the extent legally permissible E, Q and REC hereby undertake that they shall cooperate with respect to the adjustment of Sovello’s Articles of Association and/or Rules of Procedure for the Management Board in accordance with this Agreement. The Parties shall whenever necessary exercise all voting and other rights and powers available to them to procure the alteration of the Articles of Association and/or Rules of Procedure for the Management Board to the extent necessary to permit Sovello and its affairs to be carried out as provided in this Agreement. For the avoidance of doubt, the Articles of Association and/or Rules of Procedure for the Management Board of Sovello do not conflict and are not to be treated as conflicting with any provision of this Agreement. Subject as aforesaid, the Parties hereby undertake to each other to observe and perform the provisions of the Articles of Association of the Company.

     1.5 German Legal Terms. In case of doubt of the meaning of German legal terms, the German words written in brackets and italics shall be definitive.

     1.6 Participation of Sovello.

     Sovello shall, with exception of the rights in Article VII, have no rights under this Agreement and shall not be bound by any obligation hereunder.

ARTICLE II.

Purpose of Sovello

     The purpose of Sovello shall be the manufacturing and marketing of String Ribbon Technology based photovoltaic products. Sovello shall be a manufacturing company designed to exploit the combined strengths of E, Q and REC. The parties intend that Sovello shall:

          (a) manufacture Wafers using E’s String Ribbon Technology;

          (b) process such Wafers into Cells using a fabrication process that combines certain Cell manufacturing technologies;

          (c) assemble Cells into Modules;

          (d) conduct specific manufacturing and product technology-oriented development work required to optimize its activities; and

          (e) conduct all other activities necessary to the manufacture, test and sale of such solar products with an initial focus on the manufacture, sale and distribution of Modules.

ARTICLE III.

Management and Operation of Sovello

     3.1 Management and Supervision of Sovello .

     To the extent legally permissible, the Parties shall cause Sovello to be managed and supervised in accordance with the provisions of the Articles of Association and the Rules of Procedure for the Management Board. In particular, unless otherwise specifically agreed to by the Parties, the Parties shall cause specific duties and powers of the Supervisory Board to be as set forth in Articles of Association and the Rules of Procedure for the Management Board. Subject to Section 1.4, the Parties shall not take any action in contravention of the Articles of Association and the Rules of Procedure for the Management Board.

     3.2 Accounting Matters; Basic Financial Inspection Rights .

          (a) Basic Accounting Matters . To the extent legally permissible (i) the Parties shall cause Sovello to (i) establish its annual accounts and report its annual results in accordance with the applicable corporate laws of the Federal Republic of Germany, aiming at the optimization of tax benefits of the Shareholders and (ii) make adjustments to its accounts to reflect its financial position and results of operations in accordance with U.S. GAAP.

               (ii) the Parties shall cause Sovello to keep books and records reflecting all its respective transactions, complete and accurate in all material respects.

               (iii) the Parties shall cause the fiscal year of Sovello to commence on January 1 and end on December 31.

          (b) Basic Financial Information . To the extent legally permissible, the Parties shall cause Sovello to furnish the following reports to each of E, Q and REC:

               (i) As soon as practicable after the end of each fiscal year of Sovello, and in any event within forty (40) days after the end of each fiscal year of Sovello, an audited consolidated balance sheet of Sovello as at the end of such fiscal year, and consolidated statements of income and cash flows of Sovello for such year, prepared in accordance with German GAAP ( HGB ), IFRS and US GAAP consistently applied.

               (ii) As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of Sovello, and in any event within twenty-five (25) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of Sovello, an unaudited consolidated balance sheet of Sovello as of the end of each such quarterly period, and unaudited consolidated statements of income and cash flows of Sovello for such period, prepared in accordance with German GAAP ( HGB ), IFRS and US GAAP consistently applied, subject to changes resulting from normal year-end audit adjustments.

               (iii) Monthly profit and loss statements as soon as reasonably practicable.

               (iv) Such other information relating to the financial condition, business prospects or corporate affairs of Sovello as E, Q or REC may from time to time reasonably request.

          (c) Basic Financial Inspection Rights . To the extent permitted by German law during the regular office hours of Sovello, and upon twenty-four (24) hours’ notice to Sovello, E, Q and REC shall cause Sovello to give E, Q, and REC, each individually, (i) full access to all properties, books of account and records of Sovello, and (ii) the right to make copies from such books and records at their own expense.

     3.3 Other Financial Matters .

          (a) Annual Plan. To the extent legally permissible, the Parties shall cause Sovello to prepare, consider and approve, an Annual Plan with respect to each fiscal year of Sovello no later than thirty (30) days prior to the commencement of each fiscal year.

          (b) Dividend Policy . To the extent legally permissible, the Parties agree that an unanimous approval of the shareholders is required prior to any Distribution (i) declared at any time that Free Cash does not exist, (ii) if such Distribution shall cause Free Cash not to exist immediately following such Distribution, or (iii) other than in a manner proportionate to the respective ownership interests of the equity securities of Sovello regardless of whether Free

          Cash exists. Parties will not accept any Distribution based on decisions made not in accordance with this provision.

     3.4 Information to be Shared Equally.

     Each Party shall cause Sovello to share information regarding the affairs of Sovello equally with all of the Parties and not selectively disclose any such information. In the event Sovello shares information with a Party but not one or both other Parties, any non-recipient Party may request of the receiving Party that the information be provided to all the Parties and, promptly following the receipt of such request, the receiving Party shall share such information with the other Parties.

     3.5 Further Capacity Expansions and Additional Financing.

          (a) It is the intent of the Parties that Sovello shall, if economically viable for Sovello, expand its manufacturing total capacity to approximately 600 MW (the “ Capacity Expansion ”). Without limiting the foregoing, each of the Parties shall, and, to the extent legally permissible, shall cause the Supervisory Board and/or the Management Board of Sovello to approve the Capacity Expansion, if economically viable for Sovello, and commence substantial activities in furtherance of the Capacity Expansion following the MOU. To that date, Sovello 3 with approximately further 75 MW of the Capacity Expansion has been approved by the Parties and commenced.

          (b) If a majority of the shareholders so requests and to the extent legally permissible, the Parties shall cause Sovello to consider and approve a Capacity Expansion following a determination by such majority of the shareholders that the Capacity Expansion is in the best interest of Sovello.

          (c) Compensation for Grant Repayment Obligations. If Sovello is required to repay all or part of the Government Investment Grant, the following will occur:

               (i) E, Q and REC will loan Sovello the amount to be repaid and Sovello will repay the part of the Government Investment Grant to the appropriate government authorities.

               (ii) The loan will be at [****] % p.a. interest rate.

               (iii) The loan will be made by the Parties in proportion to the shareholdings in Sovello and will be adjusted accordingly as such shareholdings change.

               (iv) All further conditions of the loan shall be at arm’s length.

          (d) Sovello Debt. E, Q and REC have provided undertakings to the Sovello banks pro rata according to their shareholding in Sovello. If only one (or two) of those undertakings is (are) executed by the respective bank(s), the Parties shall share the burden pro rata based on each

          Party’s shareholding relative to the shareholding of all three Parties in Sovello at the time of such execution.

          (e) No Additional Obligation . No Party shall be required to provide loan financing, equity contributions or any form of guarantee or credit support for repayment for any funding obtained by Sovello, above the obligations described in Section 3.5 (c). For the avoidance of doubt, the Capacity Expansion referenced in Section 3.5 (a) does not oblige any Party to provide additional funding to Sovello. Additionally, for the avoidance of doubt, in each capital increase (including any issuance of any instruments convertible into shares), all Parties shall be entitled to subscribe to new shares (or any instruments convertible into shares) at the same price and terms and pro rata based on their shareholdings in Sovello at such time relative to the shareholdings of the other Parties. For the avoidance of doubt, already existing loans, guarantees and undertakings are excluded.

     3.6 Directors

          (a) Pursuant to § 1 subsection 1 no. 3 of the German Act of One-Third-Participation ( Drittelbeteiligungsgesetz, “ DrittelbG ”) Sovello shall have nine (9) Directors. Six Directors shall be elected by the shareholders ´ meeting according to the provisions of the Articles of Association and the applicable statutory provisions. Three Directors shall be elected by the employees of Sovello according to the provisions of the DrittelbG.

          (b) Each shareholder shall have the right to nominate two Directors and two substitute Directors. The shareholders undertake to elect these nominated Directors and substitute Directors.

          (c) Each Party shall cause conveniently and as far as legally permissible each Director nominated by it to perform his duties as a Director fully in compliance with the terms of this Agreement and the Articles of Association. None of the Parties shall be excused from the performance of this Agreement on the account of the failure of such Party to control such Director nominated by it and appointed by the shareholders.

          (d) In case that the Supervisory Board has to resolve on any transaction of the Management Board according to Article 8.1 b) — d) and i) of the Rules of Procedure for the Management Board each shareholder shall cause conveniently and as far as legally admissible, however respecting the independence of the Directors, the Directors appointed by the shareholders to:

vote against such transaction in the respective voting of t