RIDGEWOOD RENEWABLE POWER LLC SENIOR EXECUTIVE BONUS PLAN

(a) Ridgewood Renewable Power LLC (“RRP”) is a sponsor and managing shareholder of the following investment vehicles (each, a “Trust” and collectively, the “Trusts”):

(b)  Under the applicable organizational documents for each of the Trusts, RRP has the right to participate in the ongoing distributions of the Trust after investors in that Trust receive distributions equal to certain threshold amounts generally when the investors’ original invested capital has in the aggregate been returned.  RRP’s right to participate in such distributions of a Trust is referred to herein as the “RRP Carried Interest.”

(c)  Each of the Trusts has made a variety of investments, is fully invested, and it is not planned or expected that any of the Trusts will invest in any new ventures other than the reorganization of the facilities located at Johnston, Rhode Island.

(d)  In addition to the management of the businesses carried on by the Trusts, RRP has developed or acquired for its own account using its own funds certain business models, intellectual property, know-how, development rights, business relationships and opportunities and other assets which are unrelated to any of the projects or businesses of the Trusts (the “RRP Assets”).

(e) Each of Randall D. Holmes, Douglas R. Wilson and Stephen D. Galowitz (individually, a “Participant” and collectively, “Participants”) serves as an officer of RRP and shares responsibility for the operations of RRP as well as the operations of the projects owned by each of the Trusts.

2.  Creation of Senior Executive Bonus Pool; General Rules.

(a)   Amounts Credited to Senior Executive Bonus Pool .  To the extent that RRP hereafter receives (i) any amount of cash or other property from any Trust with respect to the RRP Carried Interest in that Trust in connection with a Qualified Transaction, or (ii) any proceeds in the form of cash or other property from the RRP Asset Disposition (net of a pro-rata portion of any out-of pocket-transaction expenses or costs directly related to the RRP Asset Disposition) in connection with a Qualified Transaction, then a portion of the amounts of such cash and a portion of the fair market value of such other property as of the date of receipt by RRP, but in all cases in the form of cash pursuant to Section 2(d) or Section 2 (f) as applicable, shall be notionally credited to a senior executive bonus pool under this Plan (the “Senior Executive Bonus Pool”). The portion of the RRP Carried Interest from each of the Trusts and the portion of the proceeds from the RRP Asset Disposition in connection with a Qualified Transaction to be credited to the Senior Executive Bonus Pool will be credited according to the following schedule:

(b)   Payments to Participants .  Subject to the limitations described in Section 2(c), Section 2(d) and Section 2 (f) as applicable, and the satisfaction of the Participant Conditions set forth in Section 3 (the “Limitations”), RRP shall pay in cash an amount equal to the total of the amounts notionally credited to the Senior Executive Bonus Pool.  Such notional credits shall be paid out by RRP to Participants, in the percentage amounts set forth in Exhibit A attached hereto (subject to adjustments for valuation disputes provided for in Section 2 (d) and Section 2 (f)), immediately following the time in which the notional credits are made pursuant to Section  2(a), subject to satisfaction of the Limitations (if applicable) and with respect to disputed notional amounts, the resolution of disputes over notional amounts pursuant to Section 2 (d) or Section 2 (f) as applicable, and such payment shall in all instances be made no later than the 15th day of the calendar year following the calendar year in which the notional credits are made pursuant to Section 2(a)  (or, if applicable, the 15th day of the calendar year following the calendar year in which the Limitations are satisfied).

(c)  Sale-Related Third Party Restrictions Applicable to RRP .  Notwithstanding the payment requirements of Section 2(b), in the event that RRP receives cash or other property that would otherwise be notionally credited to the Senior Executive Bonus Pool pursuant to Section 2(a) from a Trust Asset Disposition, but such cash or property is subject to restrictions imposed solely by the terms of the sale or other agreements setting out the terms of such Trust Asset Dispositions  giving rise to the receipt of such cash or other property which restrictions denies or restricts RRP’s unfettered ability to make use of such cash or other property for its own use, then the amount of cash or other property subject to such restrictions shall not be subject to the notional crediting requirements of Section 2(a) and will not be subject to the payment requirements of Section 2(b) unless and until, and only to the extent that such restrictions lapse or are otherwise removed or RRP is otherwise able to make use of such cash or other property as RRP sees fit

(d)  Valuation of Property Received by RRP .  To the extent that RRP receives non-cash property with respect to Section 2(a) from a Trust Asset Disposition, then RRP shall make a good faith determination of the fair market value of such property as of the date received by RRP (whether or not such property is subject to restrictions), and shall notionally credit the amount of such fair market value to the Senior Executive Bonus Pool as provided in this Plan and shall notify Participant of such valuation within 10 days of such determination.  If any one or more of Participants disputes the valuation determination made by RRP, such Participant(s) shall notify RRP in writing of such dispute within 20 days after notification of the valuation by RRP, which notice shall include an alternative valuation proposed by  Participant(s) and such disputed notional amount shall be removed from the Senior Executive Bonus Pool with respect to such Participant and such Participant shall be entitled receive the notional amount in dispute pursuant to the terms of this Plan when the dispute is resolved by settlement or arbitration.  To the extent that such dispute is not resolved within 30 days after such notice to RRP from Participant, then such dispute shall be submitted to arbitration as provided in Section 8(c). A dispute by one Participant shall not affect any other Participant or the notional value of such others Participant’s account or delay distribution under this Plan to such other Participant.

(e)  Receipt by RRP of Restricted Securities .  If and to the extent that RRP receives securities that are subject to resale restrictions pursuant to Federal or state securities laws or are otherwise restricted with respect to resale or transfer for reasons unrelated to any holdback or similar provision  pursuant to the terms of the Trust Asset Disposition transactions (“Restricted Securities), these Restricted Securities will be treated as if such restrictions did not exist for purposes of valuation pursuant to Section 2(d), the value of such Restricted Securities shall be notionally credited to the Senior Executive Bonus Pool as provided in Section 2(a) and will not be subject to the provisions of Section 2(c) solely as a result of such resale and transfer restrictions.  If such Restricted Securities are subject to holdback or similar restrictions imposed solely by the terms of the sale or other agreements setting out the terms of such Trust Asset Dispositions giving rise to the receipt of such Restricted Securities (“Other Restrictions”), then the provisions of Section 2(c) will apply but only to the extent of the Other Restrictions.

(f)  RRP Asset Disposition Property .   If and to the extent that RRP receives securities or other property excluding cash in an RRP Asset Disposition and such securities or other non-cash property is subject to resale or transfer restrictions or are subject to any holdback or similar restrictions imposed by the agreement(s) setting out the terms of such RRP Asset Disposition (“RRP Disposition Restricted Property�