8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported)

December 20, 2009

THE RIDGEWOOD POWER GROWTH FUND

(Exact Name of Registrant as Specified in Charter)

Delaware	0- 25935	22-3495594
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S Employer Identification Number)

1314 King Street, Wilmington, DE	19801
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code

(302) 888-7444

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01   Entry into a Material Definitive Agreement.

By letter dated December 21, 2009, a copy of which is filed as an exhibit to this report, Ridgewood Renewable Power informed the shareholders of The Ridgewood Power Growth Fund (“Growth Fund”), Ridgewood/Egypt Fund (“Egypt Fund”) and Ridgewood Electric Power Trust V (“Trust V”, and together with Growth Fund and Egypt Fund, collectively referred to as the “Trusts”) that Ridgewood Near East Holdings LLC and its wholly-owned subsidiary RW Egyptian Holdings LLC (collectively referred to as “Ridgewood Near East”), Ridgewood Egypt for Infrastructure LLC (“REFI”), an Egyptian limited liability company, Mr. Zaki Girges, the general manager of REFI, El Orouba for Water Desalination S.A.E. (“El Orouba”), an Egyptian joint stock company controlled by Mr. Girges and wholly-owned by Mr. Girges and his family and Water Desal, LLC (“Desal”), a Cayman limited liability company managed by EFG-Hermes Private Equity, entered into a number of agreements whereby Ridgewood Near East will dispose of all of its interests in REFI for $13 million (the “Sale”). The Sale agreements include the following agreements, each dated as of December 10, 2009:

•       a Sale and Purchase Agreement among Ridgewood Near East, REFI, Mr. Girges and El Orouba;

•       a Loan Agreement among Desal, REFI and Mr. Girges; and

•       an Escrow Agreement among Desal, REFI, Ridgewood Near East, Mr. Girges, El Orouba and HSBC Egypt, an Egyptian bank, as the escrow agent.

Ridgewood Near East is owned 68.1% by Growth Fund, 17.8% by Egypt Fund and 14.1% by Trust V. Each of the Trusts is a Delaware trust and each of the entities that comprise Ridgewood Near East is a Delaware limited liability company. Ridgewood Renewable Power LLC, a New Jersey limited liability company (the “Managing Shareholder” or “Ridgewood Renewable Power”), serves as the managing shareholder for each of the Trusts and the managing member of Ridgewood Near East. The Managing Shareholder is controlled by Robert E. Swanson, who is the manager, chairman, and, together with his family trusts, owns all of the membership interests of the Managing Shareholder.

Pursuant to the Loan Agreement, Desal will loan REFI $13 million (the “Desal Loan”), the proceeds of which will be used to partially repay advances from Ridgewood Near East to REFI (the “Ridgewood Loan”). As a condition of the Desal Loan, Mr. Girges, as an individual, has made various representations and warranties, has personally guaranteed payment of the Desal Loan by REFI and also had to arrange for he and El Orouba to acquire Ridgewood Near East’s interests in REFI and to pledge the equity ownership of REFI as additional security for the Desal Loan. As consideration for Mr. Girges to provide the guarantee and pledge as well as to waive bonus and termination payments as described below, Mr. Girges required that Ridgewood Near East sell all of its interests in REFI, including the remaining balance of the Ridgewood Loan, to Mr. Girges and El Orouba for a nominal amount of $1.

Other key terms of the Sale include, but are not limited to:

1. The $13 million in loan proceeds from the Desal Loan was deposited with HSBC Egypt on December 15, 2009. The only condition for the release of the loan proceeds from escrow is approval of the Sale by each of the Trusts;

2. Mr. Girges will waive any bonus and termination payments payable by Ridgewood Near East to which he would otherwise be entitled in connection with the Sale or his employment by REFI (such payments are estimated to be at least $1 million);

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3. Ridgewood Near East is not making any representations or warranties in connection with the Sale. Mr. Girges and El Orouba will be indemnifying Ridgewood Near East, the Trusts, the Managing Shareholder and their respective affiliates for any losses arising from third-party claims other than from claims made by the United States Securities and Exchange Commission (“SEC”), the United States Internal Revenue Service and investors in the Trusts;

4. At the discretion of Mr. Girges, Mr. Girges may substitute his wife as a purchaser instead of El Orouba;

5. The Sale must be completed by April 9, 2010, unless extended 90 additional days by making a $200,000 payment to Desal.

6. The deposit amount of $13,000,000 was deposited with the escrow agent on December 15, 2009 and the document deposits were finalized on December 20, 2009.

Transaction expenses of Ridgewood Near East in connection with the Sale will be borne by Ridgewood Near East, and thus will be indirectly borne by the Trusts according to their respective ownership interests in Ridgewood Near East.

The Sale is subject to approval by the Trusts, which requires approval by a majority of the shares held by shareholders of each of the Growth Fund and the Egypt Fund. Trust V is in liquidation pursuant to a shareholder-approved plan of liquidation and dissolution; therefore its shareholders’ consent is not required in connection with the Sale. The Managing Shareholder anticipates that the Sale will occur prior to March 31, 2010. However, no assurance can be given that the Sale will occur at all, or that if it does occur, that it will occur during the time anticipated by the Managing Shareholder.

Mr. Zaki Girges, an Egyptian national, serves as the general manager of REFI. Neither Mr. Girges, his wife nor El Orouba are “affiliates” of Ridgewood Renewable Power, Ridgewood Near East or any of the Trusts as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended.

The description of the terms and provisions of the Sale and Purchase Agreement, Loan Agreement and Escrow Agreement in this report is not complete and is qualified in its entirety by reference to the copies of those agreements filed as exhibits to this report, which are incorporated herein by reference.

The Sale and Purchase Agreement, the Loan Agreement and the Escrow Agreement (collectively the “Sale Agreements”), and the description of those agreements above, have been included to provide investors with information regarding the terms of those agreements. The Sale Agreements, and the description of those agreements, are not intended to provide any other factual information about the parties thereto, the Trusts, or their respective subsidiaries or affiliates. The Sale Agreements may contain representations and warranties of the parties to those agreements made solely for the benefit of the other parties to those agreements, and were used for the purpose of allocating risk between the parties. Any such representations and warranties are not categorical statements of fact. Moreover, any representations and warranties made by the parties may apply standards of materiality in a way that is different from what may be material to investors, and were made only as of December 10, 2009, or such other date or dates as may be specified in the Sale Agreements, and are subject to more recent developments. Accordingly, any representations and warranties in the Sale Agreements should not be read in isolation, but only in conjunction with the other information about the parties to those agreements, including Ridgewood Near East and its subsidiaries, that the respective Trusts include in reports and statements they file with the SEC.

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Cautionary Statement Regarding Forward-looking Information

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and the “safe harbor” provisions thereof. These forward-looking statements are usually accompanied by the words “anticipates,” “believes,” “plan,” “seek,” “expects,” “intends,” “estimates,” “projects,” “will receive,” “will likely result,” “will continue,” “future” and similar terms and expressions.

These forward-looking statements reflect management’s current views with respect to future events. To make these statements, management of the Trusts has had to make assumptions as to the future. Management has also had to make estimates in some cases about events that have already occurred, and to rely on data that may be found to be inaccurate at a later time. Because these forward-looking statements are based on assumptions, estimates and changeable data, and because any attempt to predict the future is subject to other errors, future results may be materially different from those discussed or anticipated in this report. Some of the events that could cause actual results to differ materially from those anticipated include, among other things, actual transaction costs and expenses varying from estimated amounts.

Forward-looking statements should not be relied upon without considering all of the things that could make them inaccurate. The Trusts undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that may arise after today. All subsequent written or oral forward-looking statements attributable to the Trusts or persons acting on the Trusts’ behalf are expressly qualified in their entirety by this section.

Additional Information and Where to Find It

This Current Report on Form 8-K may be deemed solicitation material in respect of the Sale. The Sale requires the approval of the shareholders of Growth Fund and Egypt Fund. Growth Fund expects to file with the SEC a consent solicitation statement to be used by the Growth Fund to solicit the approval of its shareholders for such transaction. Growth Fund shareholders are urged to read the consent solicitation statement regarding the transaction, if and when it becomes available, and any other relevant documents filed by the Growth Fund with the SEC, as well as any amendments or supplements to the consent solicitation statement, because they will contain important information. Shareholders can obtain free copies of any such materials (including any consent solicitation statement) filed by the Growth Fund with the SEC, as well as other filings made by the Growth Fund or Trust V containing information about the Growth Fund and Trust V, respectively, at the SEC’s Internet Site (http://www.sec.gov). The Growth Fund will also provide copies of any such consent solicitation statement and other information filed with the SEC to any shareholder, at the actual cost of reproduction, upon written request to Daniel V. Gulino, Senior Vice President and General Counsel, at 947 Linwood Avenue, Ridgewood, New Jersey 07450 or via telephone at (201) 447-9000.

Participants in Solicitation

The Growth Fund and Ridgewood Renewable Power, as managing shareholder of the Growth Fund, and their respective executive officers may be deemed, under SEC rules, to be participants in the solicitation of consents from shareholders with respect to the Sale. Information regarding the officers of the Growth Fund, including direct or indirect interests in the transaction, by securities holdings or otherwise, will be set forth in a definitive consent solicitation statement that will be filed with the SEC.

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Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Title
	2	.1	Sale and Purchase Agreement dated December 10, 2009.
	2	.2	Loan Agreement dated December 10, 2009.
	2	.3	Escrow Agreement dated December 10, 2009.
	99	.1	Letter to Shareholders dated December 21, 2009.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE RIDGEWOOD POWER GROWTH FUND

By:  /s/  Jeffrey H. Strasberg

Name:     Jeffrey H. Strasberg

Title:  Executive Vice President and Chief Financial Officer

Date: December 21, 2009

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EXHIBIT INDEX

Exhibit No.			Title
	2	.1	Sale and Purchase Agreement dated December 10, 2009.
	2	.2	Loan Agreement dated December 10, 2009.
	2	.3	Escrow Agreement dated December 10, 2009.
	99	.1	Letter to Shareholders dated December 21, 2009.

EX-2.1

Exhibit 2.1

SALE AND PURCHASE AGREEMENT

Dated December 10, 2009

Private & Confidential

TABLE OF CONTENTS

Preamble		3
Article 1:	Preamble and Annexes	4
Article 2:	Definitions	4
Article 3:	Partial Repayment of the Loan and Assignment of the Outstanding Loan	7
Article 4:	The Escrow Agreement	8
Article 5:	Sale and Purchase of the Shares	8
Article 6:	Condition Precedent to Closing	9
Article 7:	Closing	9
Article 8:	Term and Termination	10
Article 9:	Post Closing Obligations	10
Article 10:	Mutual Release	10
Article 11:	Non-Competition	11
Article 12:	Use Of Ridgewood Name	11
Article 13:	Indemnification	11
Article 14:	Language	12
Article 15:	Assignment	12
Article 16:	Entire Agreement	12
Article 17:	Governing Law And Dispute Settlement	12
Article 18:	Miscellaneous	13
ANNEXES
Annex (1):	The Company Details	18
Annex (2):	Agreed Form of EFG Loan Agreement	19
Annex (3):	Agreed Form of Certificate of General Counsel	47
Annex (4):	Agreed Form of Escrow Agreement	48
Annex (5):	Shares’ Distribution among the Purchasers	83
Annex (6):	Agreed Form of the Execution SPA	84
Annex (7)	Agreed Form of the Second Execution SPA	88
Annex (8):	Form of Limited Power of Attorney	92
Annex (9):	Agreed Form of ZG Release Letter in favour of the Sellers	93
Annex (10):	Agreed Form of Resignation Letter	95
Annex (11)(a):	Agreed Form of Release Letter by ZG, the Second Purchaser and the Company in favour of the Sellers	96
Annex (11)(b):	Agreed Form of Release Letter by ZG, Mirette Fouad Zaki Tadrous and the Company in favour of the Sellers	98
Annex (12):	Agreed Form of Release in Favour of ZG and the Company by the Sellers	99
Annex (13):	Agreed Form of Assignment of the Outstanding Loan To ZG	101
Annex (14):	Form of the Specific Release Letter in favour of ZG	102
Annex (15):	Form of Minutes of the Extraordinary General Shareholders Meeting	104

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This Sale and Purchase Agreement (the “Agreement”) is made on the 10th day of December, 2009.

By and Between:

1. Ridgewood Near East Holdings LLC, a limited liability company, established and organized under the laws of Delaware, having its registered offices at 947 Linwood Avenue, Ridgewood, New Jersey 07450, represented herein by Mr. Randall D. Holmes, in his capacity as the legal representative of Ridgewood Near East Holdings, LLC;

2. RW Egyptian Holdings, LLC, a limited liability company, established and organized under the laws of New Jersey, having its registered offices at 947 Linwood Avenue, Ridgewood, New Jersey 07450, represented herein by Mr. Randall D. Holmes, in his capacity as the legal representative of RW Egyptian Holdings, LLC;

(referred to hereinafter collectively as “Ridgewood” or the “Sellers”); and

3. Mr. Zaki Girges, an Egyptian national, holding national ID No. 25809011602892 issued June, 2002 resident at 165, El Orouba Street, Heliopolis, Cairo, Egypt (referred to hereinafter as “ZG” or the “First Purchaser”);

4. El Orouba for Water Desalination SAE, an Egyptian joint stock company, whose registered office is at 26 Helmy Abd El Atti Street, Nasr City, Cairo, Egypt, represented herein by Mr. Zaki Girges, in his capacity as its legal representative (referred to hereinafter as the “Second Purchaser”).

(together with ZG referred to hereinafter collectively as the “Purchasers”); and

5. Ridgewood Egypt for Infrastructure LLC, an Egyptian limited liability company, commercial registration no. 327201 issued on November 11, 1999, whose registered office is at 165 El Orouba St., Heliopolis, Cairo, Egypt, represented herein by Mr. Zaki Girges, in his capacity as the General Manager (referred to hereinafter as the “Company”).

PREAMBLE

WHEREAS, by virtue of the Purchase and Sale Agreements (as hereinafter defined), the Sellers Own 20,000 quotas (the “Shares”) representing 100% of the capital of the Company;

WHEREAS, the Sellers have provided financial support to the Company during the prior years and have outstanding loans amounting to USD 25,563,086 owing to them by the Company (the “Loan”); and

WHEREAS, through the efforts of ZG the Company has succeeded in procuring funding from EFG Hermes to finance the partial repayment of the Loan; and

WHEREAS, upon Closing the Sellers have agreed to transfer to ZG, whether directly or indirectly through the Second Purchaser, the Ownership of the Shares and to transfer to ZG the Outstanding Loan (as hereinafter defined) and the Second Purchaser and ZG have agreed to the transfer of the Shares and Outstanding Loan, as applicable, all in accordance with the terms and conditions of this Agreement;

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NOW, THEREFORE, it is agreed as follows:

ARTICLE 1:

PREAMBLE AND ANNEXES

The above Preamble and the Annexes to this Agreement constitute an integral part thereof.

ARTICLE 2:

DEFINITIONS

2.1  Wherever used in this Agreement or the Annexes hereto, unless the context otherwise requires, the following words and expressions shall have the following respective meanings:

“Affiliates”	means any person or entity that directly or indirectly Controls, is Controlled by, or is under common Control with another person or entity. For the avoidance of doubt Affiliates of the Sellers shall exclude the Company;
“Articles of Association”	means the articles of incorporation of the Company, as amended from time to time;
“Business Day”	means a day on which most major banks are open for business in Cairo, Egypt but does not include a Friday or a Saturday or any other day which is a public holiday in such city;
“Business”	means the business relating to water, waste water, power generation or any other similar business that the Company is involved in at the date of this Agreement;
“Certificate of General Counsel”	means the certificate issued by the Senior Vice President and General Counsel of the Sellers to be provided by the Sellers at or prior to Closing to the Escrow Agent substantially in the Form of Annex (3);
“Claim/Claims”	means any claims, rights, actions, causes of actions, suits, liens, obligations, accounts, debts, damages (whether general, special, indirect or punitive), demands, agreements, promises, covenants, contracts, judgments, indemnities, guarantees, liabilities, controversies, costs, expenses and attorneys’ or paralegals’ or other fees whatsoever, whether based on contract, tort, statute or other legal or equitable theory of recovery, whether choate or inchoate, mature or unmatured, contingent or fixed, liquidated or unliquidated, known or unknown, accrued or unaccrued, or asserted or unasserted (individually, a “Claim” and collectively, “Claims”);
“Company”	means Ridgewood Egypt for Infrastructure LLC, an Egyptian limited liability company, commercial register number 327201 with its head office located at 165 El Orouba St., Heliopolis, Cairo, Egypt basic information about which is set out in Annex (1);

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“Closing”	means the release of the Loan Partial Repayment Amount to the Sellers and the release of the Escrow Documents to the Purchasers, Lender and the Sellers upon the receipt of the Certificate of General Counsel by the Escrow Agent , as provided under this Agreement and the Escrow Agreement;
“Closing Date”	means the date on which Closing takes place;
“Control” or “Controlled By”	means the possession or ownership, directly or indirectly, of the following: (a) in the case of a corporation, 50% or more of the outstanding voting securities thereof; (b) in the case of a limited liability company, partnership, limited partnership or venture, 50% or more of the voting rights therein; (c) in the case of a trust or estate, 50% or more of the beneficial interest therein; (d) in the case of any other entity, 50% or more of the economic or beneficial interest therein; or (e) in the case of any entity, the power or authority, through the ownership of voting securities, by agreement or otherwise, to direct the management, activities or policies of the entity;
“Damages”	means all direct losses, assessments, charges, actual damages, deficiencies, liabilities, fines, costs and expenses (including reasonable legal fees, interest and penalties paid, and the reasonable costs of investigation, defense or settlement of any of the foregoing);
“Effective Date”	means the date of signature of this Agreement;
“EFG Loan”	means the loan to be made by the Lender pursuant to the EFG Loan Agreement;
“EFG Loan Agreement”	means the agreement between the Lender and the Company dated December 10, 2009 a copy of which is attached herewith as Annex (2);
“Escrow Account”	means the escrow account to be opened by the Escrow Agent, in accordance with the Escrow Agreement;
“Escrow Agent”	means HSBC Bank Egypt SAE;
“Escrow Agreement”	means the Escrow Agreement to be entered into among the Sellers, the Purchasers, the Lender, the Company and the Escrow Agent for the purpose of effecting payment of the Loan Partial Repayment Amount and the release of the Escrow Documents, substantially in the form attached hereto in Annex (4), with such amendments thereto as may be approved by the parties to such Escrow Agreement in writing;
“Escrow Documents”	means the Sellers’ Documents and the Purchasers’ Documents to be deposited with the Escrow Agent in accordance with the provisions of the Escrow Agreement;
“Execution SPA”	means the share purchase agreement to be signed between the Sellers and the Purchasers for execution purposes substantially in the form attached herewith as Annex (6);

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“First Purchaser Shares”	means such rights (but not legally registered title) as the Sellers have to 5200 Shares pursuant to the Purchase and Sale Agreements and otherwise under applicable law that the First Purchaser is purchasing on the terms and subject to the conditions of this Agreement;
“GAFI”	means the General Authority for Investment and Free Zones, a governmental instrumentality of the Arab Republic of Egypt;
“Lender”	means the lender under the EFG Hermes Loan Agreement;
“Loan”	means the existing loan amounting to USD 25,563,086 owing by the Company to Ridgewood;
“Loan Partial Repayment Amount”	means USD 13,000,000 to be paid by the Company to Ridgewood for the partial settlement of the existing Loan;
“Long Stop Date”	means the date falling 120 days from the Effective Date. Long Stop Date shall be extended automatically for an additional period of ninety days without need for any further action in the event the Long Stop Date under the Escrow Agreement is extended;
“Non-Competition Period”	means the period starting on (and including) the date of Closing and ending on (but excluding) the earlier of (i) the date on which the First Purchaser no longer owns any Shares, and (ii) the fifth anniversary of Closing;
“Own” or “Ownership”	means (i) with respect to the Shares, the rights of the Sellers to the Shares evidenced by the Purchase and Sale Agreements and such ownership of the Shares as the Sellers have under applicable law and not the legally registered title to the Shares and (ii) with respect to the Loan, legal entitlement;
“Outstanding Loan”	means USD 12,563,086 which will remain outstanding after the Loan Partial Repayment Amount has been received by Ridgewood;
“Parties”	means the Sellers, the Purchasers, and the Company;
“Person”	means an individual, partnership, corporation, joint stock company, limited liability company, association, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereof;
“Purchase and Sale Agreements”	means (i) the Purchase and Sale Agreement entered into on the 15th day of February 2001 by and between Zaki Yousif Girges and RW Egyptian Holdings, LLC relating to 200 of the outstanding Shares and (ii) the Purchase and Sale Agreement entered into on January 19, 2001 by Hussein Mohamed Kortam and Ridgewood Near East Holding, LLC relating to 19,800 of the outstanding Shares;

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“Purchasers’ Documents”	means the documents to be deposited with the Escrow Agent by the Purchasers in accordance with the Escrow Agreement;
“Restricted Territories”	means the entire territory of all of the countries located in the continent of Africa and, in addition, Lebanon, Saudi Arabia, United Arab Emirates, Muscat, Oman, Yemen, Kuwait, Syria, Turkey, Iraq and Iran;
“Share Purchase Price”	means the aggregate price of the Shares referred to in Article 5 hereof and payable by the First Purchaser and the Second Purchaser to the Sellers at Closing;
“Second Purchaser Shares”	means such rights (but not legally registered title) as the Sellers have to 14,800 Shares pursuant to the Purchase and Sale Agreements and otherwise under applicable law, that the Second Purchaser is purchasing on the terms and subject to the conditions of this Agreement;
“Subsidiaries”	means the following entities: Sinai for Environmental Services, an Egyptian Joint Stock company, having its registered office at 165 El Orouba Street, Heliopolis, Cairo, Egypt; and Ridgewood for Water Desalination, an Egyptian Joint Stock company, having its registered office at 165 El Orouba Street, Heliopolis, Cairo, Egypt;
“Sellers’ Documents”	means the documents to be deposited by the Sellers with the Escrow Agent in accordance with the terms of the Escrow Agreement;
“USD”	means the lawful currency of the United States of America.

2.2  Unless the context otherwise requires, reference to an Article or Annex is to an Article or Annex of this Agreement.

2.3  The headings used in this Agreement are included for ease of reference only and shall not affect the construction or interpretation thereof.

ARTICLE 3:

PARTIAL REPAYMENT OF THE LOAN AND ASSIGNMENT OF THE OUTSTANDING LOAN

3.1  Within three Business Days from the Effective Date, the Loan Partial Repayment Amount shall be deposited in the Escrow Account to be opened in accordance with the Escrow Agreement. The said amount shall be released by the Escrow Agent upon Closing in accordance with the terms and conditions of the Escrow Agreement.

3.2  Upon Closing and receipt of the Loan Partial Repayment Amount, Ridgewood hereby: (a) acknowledges partial repayment of the Loan and releases the Company from any liability to the Sellers in connection therewith and (b) agrees to assign all its rights related to the Outstanding Loan to ZG.

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ARTICLE 4:

THE ESCROW AGREEMENT

4.1  The Sellers, Purchasers and the Lender shall enter into the Escrow Agreement with the Escrow Agent substantially in the form attached herewith as Annex (4) on the Effective Date.

4.2  For the avoidance of doubt, within ten Business Days from the Effective Date the Sellers shall deliver the Sellers’ Documents and the Purchasers shall deliver the Purchasers’ Documents to the Escrow Agent to be released on Closing Date in accordance with the terms and conditions of the Escrow Agreement.

4.3  Furthermore, within three (3) Business Days from the Effective Date, the Lender shall deposit the Loan Partial Repayment Amount in the Escrow Account to be released upon Closing in accordance with the terms and conditions of the Escrow Agreement.

ARTICLE 5:

SALE AND PURCHASE OF THE SHARES

5.1  Subject to the satisfaction of the condition precedent outlined under Article (6) herein below, and receipt by the Sellers of the Loan Partial Repayment Amount, each of the Sellers shall transfer Ownership in the Shares to the Purchasers and the Purchasers shall purchase all of such Seller’s Ownership in the Shares in accordance with Annex (5) of this Agreement. It is understood and agreed that: (i) the Sellers have agreed to transfer Ownership in the Shares to ZG together with the Second Purchaser, and or to ZG and Ms. Mirette Fouad Zaki Tadrous at ZG’s option at the time of execution in the event GAFI does not approve transfer to the Second Purchaser; (ii ) the Sellers agreement to include the Second Purchaser is based on the fact that it is wholly owned by ZG and his family members up to the first degree and that ZG has undertaken to maintain the same shareholding structure of the Second Purchaser up to the date on which title to the Shares is transferred and registered in the name of the Purchasers and/or ZG; (iii) accordingly, the Sellers, ZG and the Second Purchaser have signed the Execution SPA substantially in the form attached herewith as Annex (6); and (iv) as a precautionary measure, the Sellers and ZG will sign another Execution SPA (the “Second Execution SPA”) to be deposited with Zulficar & Partners Law Firm, substantially in the form attached herewith as Annex (7 ), to be used in case transfer of Shares to the Second Purchaser at the time of execution is not approved by GAFI. In such a case, ZG shall deliver the original Execution SPA to Zulficar & Partners Law Firm against receipt of the Second Execution SPA.

5.2  The Share Purchase Price shall be an aggregate amount of USD 1 (one) payable by the First Purchaser and the Second Purchaser to the Sellers.

5.3  The Execution SPA shall be signed by the Sellers and the Purchasers and deposited in escrow with the Escrow Agent to be released on the Closing Date in accordance with the terms and conditions of the Escrow Agreement.

5.4  The Sellers shall further execute a limited power of attorney, substantially in the form attached herewith as Annex (8), whereby the Sellers shall authorize Zulficar and Partners Law Firm to exercise on behalf of the Sellers all actions, sign all documents, not otherwise executed by the Sellers, necessary or required to transfer the Shares to the Purchasers. The Power of Attorney shall be delivered to the Escrow Agent to be released upon Closing in accordance with the terms and conditions of the Escrow Agreement.

5.5  ZG, on behalf of himself and any Affiliates, including but not limited to Mariridge Incorporated, shall sign (i) a release letter in the form attached herewith as Annex (9) whereby, among other things, he releases the Sellers, their officers, directors, managers, shareholders and

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Affiliates (“Sellers ZG Released Parties”) from (a) any liability whatsoever relating to the bonus due to him or his Affiliates upon the sale of the Company or any of its assets, any other outstanding compensation or benefits owed or alleged to be owed to him or his Affiliates, either under US or Egyptian law or pursuant to any contract or agreement, and, (b) any and all claims he or his Affiliates may have against the Sellers ZG Released Parties, or any of them, under US or Egyptian law and (ii) a resignation letter in the form attached herewith as Annex (10) from his post as an employee of the Sellers or any of their Affiliates (other than the Company) and waives any rights to any termination compensation or any other rights or claims against the Sellers and any of their Affiliates related to his involvement or employment or any other reason whatsoever. Furthermore, ZG, the Second Purchaser and the Company shall sign a release letter in favor of the Sellers in the form attached herewith as Annex (11)(a). Similarly ZG, Ms. Mirette Fouad Zaki Tadrous and the Company shall sign a release letter in the form attached herewith as Annex (11)(b). The above letters shall be signed and deposited with the Escrow Agent to be released to the Sellers upon Closing.

5.6  The Sellers shall sign (i) two original release letters in favor of ZG and the Company in the form attached herewith as Annex (12), (ii) two original assignments relating to the assignment of the Outstanding Loan to ZG in the form attached herewith as Annex (13) and (iii) a specific release in favor of ZG in the form attached herewith as Annex(14) The above documents shall be signed by the Sellers and deposited with the Escrow Agent to be released in accordance with the terms and conditions of the Escrow Agreement.

5.7  The Shares to be transferred by the Sellers to the Purchasers shall include any rights the Sellers have or may have as a result of their Ownership of the Shares on Closing, including but not limited to, any dividends declared or made before or after Closing.

ARTICLE 6:

CONDITION PRECEDENT TO CLOSING

The Parties agree that Closing is conditional upon obtaining the necessary approvals of this Agreement, by the shareholders of each of Ridgewood Electric Power Trust V, The Ridgewood Power Growth Fund, and Ridgewood/Egypt Fund, as determined by their Managing Shareholder pursuant to the requirements of the respective Declarations of Trust of such entities and Delaware law. The Parties agree that completion and delivery of the Certificate of General Counsel to the Escrow Agent shall be sufficient evidence of the satisfaction of this condition precedent to Closing.

ARTICLE 7:

CLOSING

7.1  Upon satisfaction of the Closing condition precedent set forth under Article (6) above, the Sellers shall deliver the Certificate of the General Counsel to the Escrow Agent and notify the Purchasers and the Lender that the Closing condition has been satisfied.

7.2  Upon receipt of the Certificate of the General Counsel by the Escrow Agent, the Escrow Agent shall immediately (i) transfer the Loan Partial Repayment Amount to the Sellers in the bank accounts designated in the Escrow Agreement, and (ii) deliver the Escrow Documents in accordance with the Escrow Agreement.

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ARTICLE 8:

TERM AND TERMINATION

If the condition precedent set forth in Article (6) herein is not satisfied, and unless the Sellers and the Purchasers otherwise mutually agree in writing to waive such condition precedent, this Agreement shall automatically terminate without need for any legal or judicial procedure on the Long Stop Date as extended pursuant to the Escrow Agreement.

ARTICLE 9:

POST CLOSING OBLIGATIONS

9.1  Each Party will cooperate with the reasonable requests of any other Party in order to consummate the transactions contemplated by this Agreement.

9.2  After Closing, the manager of the Company shall call on the extraordinary meeting of the shareholders of the Company for the purpose of considering the matters set forth in the draft minutes of such meeting attached hereto as Annex (15). Each of the Sellers agrees to vote in favour of the matters set forth in such minutes.

9.3  The Company and its officers, directors and employees shall make available to the Sellers the books and records of the Company and the Subsidiaries concerning periods prior to Closing, upon reasonable notice to the Company, for the purpose of permitting the Sellers or their officials to prepare financial statements, tax returns, respond to regulatory inquiries and the like or otherwise as reasonably requested by the Sellers.

ARTICLE 10:

MUTUAL RELEASE

10.1  Without in any way limiting the scope or applicability of Article 13, at and as of the Closing Date, the Sellers, on behalf of itself and its predecessors, successors, parent companies, subsidiaries, Affiliates, divisions, assignees, and nominees, and all present and former partners, employees, directors, officers, agents, attorneys, beneficiaries, representatives and stockholders (“Sellers Affiliates”), in consideration of good and valuable consideration, the receipt of which is hereby acknowledged, do hereby release and forever discharge the Purchasers and the Company, and each of their predecessors, successors, partners, parent companies, subsidiaries, Affiliates, divisions, assignees and nominees, and all present and former partners, employees, directors, officers, agents, attorneys, beneficiaries, representatives, and stockholders (collectively referred to as “Purchaser/Company Affiliates”), of and from any and all manner of Claims the Sellers and/or Sellers Affiliates may have against Purchaser, Company and the Purchaser/Company Affiliates, including, without limitation, any Claims in connection with, arising out of, or which are in any way related to the Purchaser/Company Affiliates’ management or operation of the Business.

10.2  At and as of the Closing Date, the Purchasers, Company, Purchasers/Company Affiliates, and each of them, in consideration of good and valuable consideration, the receipt of which is hereby acknowledged, do hereby release and forever discharge the Sellers and/ or the Sellers Affiliates, of and from any and all manner of Claims the Purchasers, Company , Purchaser/Company Affiliates may have against the Sellers and /or the Sellers Affiliates, including, without limitation, any Claims in connection with, arising out of, or which are in any way related to the Sellers and/or the Sellers Affiliates ownership, management or operation of the Business, or the sale of Shares to the Purchasers or the ownership of Shares by the Purchasers.

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ARTICLE 11:

NON-COMPETITION

In consideration of the Agreement hereby entered into, each of the Sellers hereby covenants and agrees that, during the Non-Competition Period, they shall not and shall procure that none of their Affiliates shall, directly or indirectly:

(a) carry on, be engaged in or have an ownership interest in any Person that carries on or is engaged in the Business within the Restricted Territories; provided, however, that notwithstanding the foregoing, each of the Sellers may own securities in any Person engaged in the Business that is a publicly held corporation, but only to the extent that such Seller does not own, of record or beneficially, more than 3% (three percent) of the outstanding equity securities of any such Person, or

(b) solicit, knowingly encourage or attempt to solicit or knowingly encourage any person employed in a managerial, supervisory, technical or sales capacity by the Company or its Subsidiaries immediately prior to the Closing (the “Restricted Employees”) to leave the employment of the Company or its Subsidiaries (whether or not such Restricted Employee would commit a breach of contract by reason of leaving such employment or engagement); provided, however, nothing in this Clause 10 shall prohibit a Seller from seeking to employ any Person by means of general advertising that is not specifically directed towards the Restricted Employees; provided further, however, that no Seller shall, during the Non-Competition Period, employ: (a) a senior employee who is a Restricted Employee for a period of three (3) years following the termination of such employee’s employment with the Company or its Subsidiaries or (b) any other Restricted Employee for a period of one (1) year following termination of such employee’s employment with the Company or its Subsidiaries, or

(c) solicit, knowingly encourage or attempt to solicit or knowingly encourage any customer of the Company or any of its Subsidiaries immediately prior to the Closing (the “Restricted Customers”) to terminate its relationship or business dealings with the Company or any of its Subsidiaries (whether or not such Restricted Customer would commit a breach of contract by reason of this termination).

ARTICLE 12:

USE OF RIDGEWOOD NAME

12.1  The Sellers hereby agree that the Company shall continue to have the right to use the name “Ridgewood” as part of its name for the conduct of its business in the Restricted Territory without time limitation and the Sellers hereby warrant that they shall not use the name “Ridgewood” in the Restricted Territory as long as it is used by the Company or its subsidiaries.

12.2  The Company and the Purchasers shall indemnify and hold the Sellers, their officers, directors, managers, shareholders and Affiliates harmless against any and all third party Claims, whether direct or indirect, arising from, relating to or otherwise resulting from the Company’s or the Purchasers’ use of or its or their conducting business under the “Ridgewood” name.

ARTICLE 13:

INDEMNIFICATION

The Purchasers and the Company, individually, and jointly and severally, agree to indemnify and hold the Sellers and/or the Sellers Affiliates harmless against any third-party Claims and

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Damages arising out of, related to or in connection with (i) the transfer or subsequent ownership of the Shares, (ii) the ownership, management or operation of the Company and the Business, (iii) any Claim of Mr. Hussein Mohamed Kortam, or (iv) any Claim of the Lender, EFG-Hermes or any of its Affiliates. The Sellers and /or the Sellers Affiliates will promptly notify the Purchasers and the Company of any such Claim and of the election to (y) retain counsel, whose fees, costs and expenses will be paid by the Purchasers and the Company, or (z) have the Purchasers or the Company retain counsel, acceptable to the Sellers and/or the Sellers Affiliates, to assume the defense of the Sellers and/or the Sellers Affiliates. Neither the Purchasers, the Company nor their respective representatives, may settle any Claim without the consent of the Sellers and/or the Sellers Affiliates, which consent shall not be unreasonably withheld.

For the purpose of the foregoing, Claims made by (i) Ridgewood investors, (ii) the United States Securities and Exchange Commission, and (iii) the United States Internal Revenue service shall not be covered by this Indemnification Clause.

ARTICLE 14:

LANGUAGE

If this Agreement is translated into any language other than English and any conflict arises between the English language version of this Agreement and any non-English language version, the provisions of the English language version shall prevail. Each other document or notice or other communication in connection with this Agreement shall be in English or accompanied by an English translation. The receiving party shall be entitled to assume the accuracy of and rely upon any English translation of any document, notice or other communication given or delivered to it pursuant to this Agreement.

ARTICLE 15:

ASSIGNMENT

This Agreement shall be binding on and inure to the benefit of each Party’s permitted successors and assigns. No Party may assign (or declare any trust in favor of a third party over) all or any part of the benefit of, or its rights or benefits under, this Agreement without the prior written consent of the other Parties hereto. Any attempted assignment in violation of this Article shall be void.

ARTICLE 16:

ENTIRE AGREEMENT

This Agreement and the Annexes, certificates, and other agreements and instruments specifically referred to herein (i) constitute the entire agreement between and among the Sellers, the First Purchaser, Second Purchaser and the Company relating to the subject matter of this Agreement and supersede all prior agreements and understandings (written and oral) between them and (ii) are intended to, and do not, confer on any Person other than a Party hereto any rights or remedies hereunder.

ARTICLE 17:

GOVERNING LAW AND DISPUTE SETTLEMENT

17.1  This Agreement is to be governed by and construed in accordance with the laws of the Arab Republic of Egypt.

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17.2  All disputes arising out of or in connection with this Agreement and its subject matter shall be finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce in Paris (the “Rules”) by three (3) arbitrators appointed according to the Rules. Arbitration shall take place in Cairo, Egypt and shall be conducted in the English language.

ARTICLE 18:

MISCELLANEOUS

18.1  Notices

Notices or any other communications required or permitted hereunder shall be given in writing in the English language and shall be deemed to have been delivered: (i) when delivered in person or by messenger service against receipt thereof, (ii) on the date of confirmation of receipt of transmission by telecopier (or the first Business Day in the city where the recipient is located following such receipt if (a) the date is not a Business Day or (b) confirmation of receipt is given after 5pm local time of the recipient (subsequently confirmed by registered mail, return receipt requested or by courier)) or (iii) upon proof of delivery by an internationally recognized courier service (with confirmation of receipt), addressed to the relevant party at its address set forth in Clause 18.2 below.

18.2  Addresses

Notices under this Agreement shall be sent to a Party at its address outlined below. The Party having changed the said address shall notify to the other Party the new address within the reasonable period of time not to exceed (10) Business Days from the date of such change.

If to the Purchasers:

26 Helmy Abd El Atti Street, Nasr City, Cairo, Egypt
Attn: Mr. Zaki Girges
Fax. Number: 00202 22672870

If to the Sellers:

Ridgewood Near East Holdings LLC

RW Egyptian Holdings, LLC

c/o Ridgewood Renewable Power, LLC

947 Linwood Avenue

Ridgewood, NJ 07450

Attn.: Robert Swanson

Facsimile #-845-622-3633

If to the Company:

Ridgewood Egypt for Infrastructure

165, E El Orouba St.

Heliopolis, Cairo, Egypt

Attn.: Mr. Zaki Girges

Fax Number: 00202 22672870

18.3  Amendments

This Agreement may only be amended or modified in writing signed by each of the Parties hereto.

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18.4  Severability

The invalidity of any provision of this Agreement or portion of a provision shall not affect the validity of any other provision of this Agreement or the remaining portion of the applicable provision. The parties further agree to replace such invalid provision with a valid and enforceable provision that will achieve, to the extent possible, the business, economic and other purposes of such invalid provision.

18.5  Counterparts

This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the Parties and delivered to the other Parties.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, or caused this Agreement to be executed by their respective officers thereunto duly authorized, all as of the date first above written.

THE SELLERS

Ridgewood Near East Holdings LLC

Name:  Randall D. Holmes

Title:  President

Signature:  /s/  Randall D. Holmes

RW Egyptian Holdings, LLC

Name:  Randall D. Holmes

Title:  President

Signature:  /s/  Randall D. Holmes

THE PURCHASERS

El Orouba for Water desalination SAE

Name:  Zaki Girges

Title:  President

Signature:  /s/  Zaki Girges

Mr. Zaki Girges

Name :  Zaki Girges

Signature:  /s/  Zaki Girges

THE COMPANY

Ridgewood Egypt for Infrastructure LLC

Name:  Zaki Girges

Title:  General Manager

Signature:  /s/  Zaki Girges

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EX-2.2

Exhibit 2.2

LOAN AGREEMENT

This Loan Agreement (hereinafter referred to as the “Agreement”), has been entered into on this day 10 December 2009 by and between:

1- Ridgewood Egypt for Infrastructure Projects, an Egyptian limited liability company, established in accordance with the Law No. 8 of 1997, commercial register No. 327201 issued on November 11, 1999, with its head office located at 165 El Orouba Street, Heliopolis, Cairo, Egypt, represented herein by Mr. Zaki Girges in his capacity as the Manger of the Company (hereinafter referred to as the “Company” or “Borrower”).

2- Water Desal, a Cayman Island exempted company, established in accordance with the Laws of the Cayman Islands, on 19/11/2009, with its head office located at Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman KY1-1104, the Cayman Islands, represented herein by Mr. Samer Yassa, in his capacity as Director (hereinafter referred to as the “Lender” or “EFG”).

3- Mr. Zaki Girges, an Egyptian national holding ID No. 25809011602892, residing at 165 El Orouba Street, Heliopolis, Cairo, Egypt (hereinafter referred to as the “Guarantor”).

PREAMBLE

WHEREAS, the Company is one of the leading companies working in the field of water desalination in Egypt, specifically in Sinai;

WHEREAS, EFG is a private equity company interested in investing in the Company;

WHEREAS, the Guarantor is the general manager of the Company and is interested to acquire the total share capital of the Company from the existing shareholders, being Ridgewood Near East Holding LLC and RW Egyptian Holding LLC (“Ridgewood Entities”).

WHEREAS, EFG desires to finance the Company for the Guarantor to purchase the total share capital of the Company, the beneficial ownership of which is that of the Ridgewood Entities, directly through the Guarantor and Mrs. Mirette Fouad Zaki Tadros and/or indirectly through a wholly owned company by the Guarantor and his family members up to the first degree ;

WHEREAS, the Company wishes to take a loan from EFG against a set of guarantees to be entered into in favor of EFG from the Company and the Guarantor;

THEREFORE, the Parties have declared their contractual capacities and mutually agreed to the following:

ARTICLE 1:

DEFINITIONS AND PREAMBLE

1.1  Definitions:

“Balance of the Ridgewood Loan”	means the amount of the Ridgewood Loan minus the Loan Amount;
“Cheques”	Has the meaning given to it under Article 2.4.5 of this Agreement;

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“Document Holder”	means Mr. Mohamad Samih Talaat, attorney at law, holding Egyptian passport No.      , residing at Nile City Towers, North Tower, 21st Floor, Cairo, Egypt;
“Escrow Account”	means the escrow account to be opened with a bank in accordance with the Escrow Agreement to hold in escrow the Loan Amount to be released in accordance with the terms of the Escrow Agreement.
“Escrow Agent”	means the escrow agent as defined in the Escrow Agreement;
“Escrow Agreement”	means the Escrow Agreement to be entered into between the EFG,ZG, the Ridgewood Entities and the Escrow Agent on the date hereof in relation to the payment of the Loan Amount in the form attached hereto in Schedule 1;
“Loan Amount”	shall have the meaning referred to in Article 2.1 of this Agreement.
“Loan Amounts Repayable”	shall have the meaning referred to in Article 3.1 of this Agreement.
“Parties”	means the Company, EFG and the Guarantor;
“Person”	means an individual, partnership, corporation, joint stock company, limited liability company, association, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereof;
“Ridgewood Loan”	shall have the meaning referred to in Article 2.1.
“Sale Shares”	means the 20,000 fully paid quotas of the Company to be sold by the Ridgewood Entities to the Guarantor whether directly or indirectly through a wholly owned company by the Guarantor and his family members up to the first degree in accordance with the terms and conditions of the Sale and Purchase Agreement dated 10 December 2009.

1.2  Preamble

The above Preamble is considered a part and parcel of this Agreement.

ARTICLE 2:

LOAN

2.1 The Lender shall lend the Borrower a loan in the amount of USD 13,000,000 (thirteen million United States Dollars) (hereinafter referred to as the “Loan Amount”) to be used by the Company for the repayment of the partial amount of the loan granted to the Company by the Ridgewood Entities the outstanding balance thereof is in an amount of USD 25,563,086 (the “Ridgewood Loan”). The Lender shall lend the Borrower the Loan Amount and the Borrower agrees to borrow from the Lender the Loan Amount based on the terms and conditions of this Agreement and the Escrow Agreement.

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2.2 The Parties hereby agree that the Lender shall deposit the Loan Amount on the date hereof in the Escrow Account only to be released by the Escrow Agent as per the terms and conditions of the Escrow Agreement.

2.3 In the event the Escrow Agreement terminates as per Clause 9.1 (ii) and 9.2 under the Escrow Agreement, then this Agreement shall terminate and the Escrow Agent shall release the Loan Amount in full to the Lender in accordance with the terms of the Escrow Agreement. Upon termination of this Agreement, all the security documents listed under Article 4.1 whether deposited with the Escrow Agent or the Document Holder shall be cancelled and returned to the Company or the Guarantor as the case may be.

2.4 On the date of signing this Agreement, the following shall take place simultaneously:

2.4.1 Execution of (i) a share pledge agreement by the Guarantor in favor of EFG, , (ii) a share pledge agreement by the Guarantor and Ms. Mirette Fouad Zaki Tadrous in favor of EFG and (iii)a share pledge agreement by El Orouba for Water Desalination S.A.E, a company solely owned by the Guarantor and his immediate family (being his wife and daughter) in favor of EFG, whereby the owner of the shares, as the case may be, issues a first priority pledge over the Sale Shares in favor of the Lender in the form attached hereto in Schedule 3 and deposit of same with the Document Holder.

2.4.2 Signature by the Company of a Real Estate Mortgage Power of Attorney and deposit of same with the Escrow Agent in the form attached hereto in Schedule 4.

2.4.3 Execution by the Guarantor of a number of twelve (12) cheques in favor of the Lender in the aggregate amount of the Loan Amounts Repayable, as detailed hereunder (hereinafter singly referred to as the “Cheque” or collectively as the “Cheques”), and withdrawn on an Egyptian bank to be acceptable to the Lender to be deposited with the Document Holder.

Cheque	Dated		Drawee Bank		Loan Amount Payable		To Cover Payment
Cheque No. 888504		21/9/2010		CIB	$	1,445,898		Payment No. 1
Cheque No. 888505		20/12/2010		CIB	$	1,445,898		Payment No. 2
Cheque No. 888507		20/03/2011		CIB	$	1,445,898		Payment No. 3
Cheque No. 888508		18/06/2011		CIB	$	1,445,898		Payment No. 4
Cheque No. 888509		16/09/2011		CIB	$	1,445,898		Payment No. 5
Cheque No. 888512		15/12/2011		CIB	$	1,445,898		Payment No. 6
Cheque No. 888513		14/03/2012		CIB	$	1,445,898		Payment No. 7
Cheque No. 888514		12/06/2012		CIB	$	1,445,898		Payment No. 8
Cheque No. 888515		10/09/2012		CIB	$	1,445,898		Payment No. 9
Cheque No. 888516		09/12/2012		CIB	$	1,445,898		Payment No. 10
Cheque No. 888517		09/03/2013		CIB	$	1,445,898		Payment No. 11
Cheque No. 888518		07/06/2013		CIB	$	1,445,898		Payment No. 12

2.5 The Parties understand that the Document Holder shall dispose of the document referred to in Article 2.4.3 above, as well as the Cheques, in the manner outlined in the letter of document handling to be agreed to between the Borrower, the Lender and the Document Holder.

2.6 Upon the lapse of 6 (six) months after the date of the release of the Loan Amount in accordance with the terms of this Agreement and the Escrow Agreement and subject to the Lender’s approval, which shall not be unreasonably withheld or delayed, the Borrower shall have the right, at its sole discretion and without any penalty, to pre-pay in full any and all outstanding amounts under this Agreement at any time in United States Dollars, as per the schedule hereunder. The payment of

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such amounts shall constitute full satisfaction of the obligations of the Borrower hereunder and shall release the Borrower and the Guarantor from all payment obligations under this Agreement and this Agreement shall terminate.

Release Amount	Date
$14,112,658		21/9/2010
$13,173,430		20/12/2010
$12,196,632		20/03/2011
$11,180,763		18/06/2011
$10,124,260		16/09/2011
$9,025,496		15/12/2011
$7,882,781		14/03/2012
$6,694,358		12/06/2012
$5,458,398		10/09/2012
$4,173,000		09/12/2012
$2,836,185		09/03/2013
$1,445,898		07/06/2013

2.7 The Lender hereby agrees that in the event the Borrower re-pays the amounts referred to in Clause 2.6 above, in full satisfaction of its obligations under this Agreement, the Lender shall immediately and without delay return the Cheques, the Share Pledge Agreements and the Real Estate Mortgage Power of Attorney to the Guarantor.

ARTICLE 3:

LOAN AMOUNTS REPAYABLE

3.1 The Parties agreed that the Borrower is obliged under this Agreement to make the following payments to the Lender in the amounts referred to in Clause 3.2 hereunder in United States Dollars, which shall be referred to as (the “Loan Amounts Repayable”).

3.2 The Borrower agrees that the Loan Amounts Repayable shall be paid to the Lender in United States Dollars on twelve subsequent quarterly equal installments to be paid during a three year period to commence 6 (six) months after the date of the release of the Loan Amount in accordance with the terms of this Agreement and the Escrow Agreement. The repayment shall be according to the following schedule:

Payment No.	Loan Amount Repayable		Due Date
Payment No. 1	$	1,445,898		21/9/2010
Payment No. 2	$	1,445,898		20/12/2010
Payment No. 3	$	1,445,898		20/03/2011
Payment No. 4	$	1,445,898		18/06/2011
Payment No. 5	$	1,445,898		16/09/2011
Payment No. 6	$	1,445,898		15/12/2011
Payment No. 7	$	1,445,898		14/03/2012
Payment No. 8	$	1,445,898		12/06/2012
Payment No. 9	$	1,445,898		10/09/2012
Payment No. 10	$	1,445,898		09/12/2012
Payment No. 11	$	1,445,898		09/03/2013
Payment No. 12	$	1,445,898		07/06/2013

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3.3 The Lender hereby agrees that for each payment made by the Borrower according to the payment schedule referred to in Article 3.2 above, the Lender shall release to the Borrower the relevant Cheque for such payment as referred to in Article 2.4.5 above.

ARTICLE 4:

LOAN GUARANTY

4.1 Without prejudice to Article 2.3, the Parties hereby agree that the following guarantees shall be made available to guarantee repayment of the Loan Amount and the obligation of the Borrower to pay the Loan Amounts Repayable and deposited with the Document Holder or the Escrow Agent (as the case may be) on the date of this Agreement:

4.1.1 Real Estate Mortgage Power of Attorney in the form attached herewith in Schedule 4 signed by the Company.

4.1.2 Executed Share Pledge Agreements in the form attached herewith in Schedule 3.

4.1.3 The executed Cheques by the Guarantor as better detailed in Clause 2.4.5 of this Agreement.

4.2 In all events, the Loan Amount, once released to the Ridgewood Entities as per the terms of the Escrow Agreement, shall be recorded on the Company’s books as a debt to the Lender and immediately thereafter ratified by its general assembly meeting.

ARTICLE 5:

EVENTS OF DUE PAYMENT

5.1 The Loan Amounts Repayable shall fall due and the Borrower shall pay the full Loan Amounts Repayable, immediately, and without delay in the following event:

5.1.1 The Loan Amount is not used for the exclusive purpose of repaying part of the Ridgewood Loan as agreed to in this Agreement.

5.1.2 The Borrower fails to pay any payment relating to the Loan Amounts Repayable on the due date set therefore and the passage of ninety (90) days thereafter without payment of the due amounts.

5.1.3 If it comes to the attention of the Lender, that the Borrower is incapable of continuing its business on regular basis.

5.1.4 If the Borrower fails to pay its due and undisputed taxes or any other governmental moneys or is delayed in paying same and his assets have been attached for this reason and such attachment has a negative effect on the Borrower’s ability to pay back the Loan Amounts Repayable in accordance with this Agreement.

5.1.5 If the Borrower has presented incorrect material information to the Lender.

5.1.6 If the Borrower becomes or is reasonably in risk of becoming insolvent, bankrupt or is subject to attachment.

5.1.7 In the event the Borrower obtains other loans or credit facilities from any other institution without the prior approval of the Lender.

5.1.8 The Sale Shares are disposed of by sale, pledge, granting any option or otherwise, in any manner whatsoever or to any Person (other than the Guarantor or EFG) in contradiction to this

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Agreement and other agreements entered into or to be entered into between the Parties from time to time.

ARTICLE 6:

DELAY INTEREST

6.1 In the event the Loan Amounts Repayable falls due in accordance with Articles 5 above and/or the Borrower fails to repay the Loan Amounts Repayable to the Lender in accordance with this Agreement, the Borrower shall be liable to pay a delay interest of 1% per month or any part of a week until full repayment of the due amount.

6.2 The delay interest above mentioned is not meant or intended to be liquidated damages, as per the Egyptian Civil Code, and the Parties agree that such amounts shall not be subject to the review of arbitration.

ARTICLE 7:

NOTICES

The Parties hereby warrant that their residency and head office locations referred to in this Agreement and that any notices or announcements made thereon shall be considered valid and binding on the Parties and in the event any Party changes its residency or head office location, shall notify the other Party, in writing, of its new address through registered mail with acknowledgement of receipt.

ARTICLE 8:

ASSIGNMENT

This Agreement shall be binding on and inure to the benefit of each Party’s permitted successors and assigns. No Party, other than EFG, may assign (or declare any trust in favor of a third party over) all or any part of the benefit of, or its rights or benefits under, this Agreement without the prior written consent of EFG. Any attempted assignment in violation of this Clause 8 shall be void.

The Parties understand that any assignment by the EFG to any Person (third party or related party) shall not be considered a restricted assignment in respect to this Clause 8. The Parties understand that EFG has the full right to assign this Agreement to any person with no restriction or prior approvals from any party whatsoever provided that such assignment takes place only after release of the Loan Amount to the Ridgewood Entities according to the terms of the Escrow Agreement.

ARTICLE 9:

GENERAL

1-   Amendments

9.1.1 This Agreement may only be amended or modified in writing signed by each of the Parties hereto.

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9.1.2 Notwithstanding Article 9.1.1 above, any amendment to be made to this Agreement after its signature and before the Loan Amount is released to the Ridgewood Entities, requires the prior written approval of the Ridgewood Entities.

2-   Non-Waiver

The failure in any one or more instances of a Party to insist upon performance of any of the terms, covenants or conditions of this Agreement, to exercise any right or privilege in this Agreement conferred, or the waiver by said Party of any breach of any of the terms, covenants or conditions of this Agreement, shall not be construed as a subsequent waiver of any such terms, covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. A breach of any Warranty or covenant shall not be affected by the fact that a more general or more specific Warranty or covenant was not also breached.

3-   Severability

The invalidity of any provision of this Agreement or portion of a provision shall not affect the validity of any other provision of this Agreement or the remaining portion of the applicable provision. The parties further agree to replace such invalid provision with a valid and enforceable provision that will achieve, to the extent possible, the business, economic and other purposes of such invalid provision.

ARTICLE 10:

COSTS & EXPENSES

Each Party shall pay its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this Agreement.

ARTICLE 11:

GOVERNING LAW & DISPUTE RESOLUTION

11.1 This Agreement is to be governed by and construed in accordance with the laws of the Arab Republic of Egypt.

11.2 All disputes arising out of or in connection with this Agreement or the breach, termination or validity thereof, shall be finally settled by arbitration conducted in English by three arbitrators in Cairo, Egypt, before the Cairo Regional Center for International Commercial Arbitration, under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) then in effect (the “Rules”) except as modified herein. There shall be three arbitrators, one nominated by the Lender and one nominated by Guarantor and the Company in accordance with the Rules, and the third arbitrator, who shall chair the arbitral tribunal shall be nominated by the two party-appointed arbitrators within twenty (20) days of the confirmation by the Cairo Regional Center for International Commercial Arbitration of the appointment of the second arbitrator, and if the two appointed arbitrators fail to nominate the third arbitrator in the above mentioned twenty (20) day period, the third arbitrator shall be appointed in accordance with the Rules. The arbitral tribunal shall be instructed to resolve any such dispute within 180 days of the appointment of the third arbitrator with respect to such dispute. In order to facilitate the comprehensive resolution of related disputes, all claims between any of the Parties to this Agreement that arise under or in connection

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with this Agreement and/or any related agreement may be brought in a single arbitration. Upon the request of any Party, the arbitral tribunal for such proceeding shall consolidate any arbitration proceeding constituted under this Agreement with any other arbitration proceeding constituted under this Agreement, if the arbitral tribunal determines that (i) there are issues of fact or law common to the proceedings so that a consolidated proceeding would be more efficient than separate proceedings, and (ii) no Party would be unduly prejudiced as a result of such consolidation through undue delay or otherwise. In the event of different rulings on this question by the arbitral tribunal constituted hereunder and another arbitral tribunal constituted under this Agreement and/or any related agreement, the ruling of the arbitral tribunal constituted first in time shall control, and such arbitral tribunal shall serve as the tribunal for any consolidated arbitration. The Parties shall be entitled to reasonable documentary discovery consistent the expedited nature of arbitration. By agreeing to arbitration, the Parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration, for provisional relief to maintain the status quo and prevent irreparable harm prior to the appointment of the arbitral tribunal, or for the enforcement of any award. Without prejudice to such provisional remedies that may be granted by a national court, the arbitral tribunal shall have full authority to grant provisional remedies, to order a Party to seek modification or vacation of an injunction issued by a national court, and to award damages for the failure of any Party to respect the arbitral tribunal’s orders to that effect.

ARTICLE 12:

TIME OF ESSENCE

Each of the Parties hereto hereby agrees that, with regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

ARTICLE 13:

COUNTERPARTS

This Agreement may be executed in three or more counterparts, all of which shall be considered one and the same agreement and shall become effective when three or more counterparts have been signed by each of the Parties and delivered to the other Parties.

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SIGNATURES

WATER DESAL

Name:	Gehan Fathi
Capacity:	Director
Date:
Signature:	/s/  Gehan Fathi
Name:	Samer S. Yassa
Capacity:	Director
Date:
Signature:	/s/  Samer S. Yassa

RIDGEWOOD EGYPT FOR INFRASTRUCTURE PROJECTS LLC

Name:	Zaki Girges
Capacity:	General Manager
Date:
Signature:	/s/  Zaki Girges

ZAKI GIRGES

Name:	Zaki Girges
Signature:	/s/  Zaki Girges

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EX-2.3

Exhibit 2.3

ESCROW AGREEMENT

Dated December 10, 2009

Private & Confidential

TABLE OF CONTENTS

Preamble		4
Article 1:	Preamble and Annexes	4
Article 2:	Definitions	4
Article 3:	Appointment of the Escrow Agent	6
Article 4:	The Escrow Account	6
Article 5:	Operation of the Escrow Account	7
Article 6:	Release of the Escrow Amount and the Escrow Documents	7
Article 7:	Liability of the Escrow Agent	8
Article 8:	Fees of the Escrow Agent	9
Article 9:	Term and Termination	9
Article 10:	Costs	10
Article 11:	Further Assurances	10
Article 12:	Variation, Waiver and Consents	10
Article 13:	Severability	10
Article 14:	No Assignment	10
Article 15:	Notices	11
Article 16:	Governing Law And Arbitration	12
Article 17:	Counterparts	12
ANNEXES
Annex (1)	Agreed Form of Certificate of the General Counsel	15
Annex (2)	Agreed Form of Documents Deposit Confirmation	16
Annex (3)	Agreed Form of Escrow Amount Deposit Notice	17
Annex (4)	Escrow Documents	18
Annex (5)	Agreed Form of Sale and Purchase Agreement	19
Annex (6)	Agreed Form of ZG Release Letter In Favour of Sellers	33
Annex (7)	Agreed Form of ZG Resignation Letter	35
Annex (8)	Agreed Form of Execution SPA	37
Annex (9)	Agreed Form of Limited Power of Attorney	41
Annex (10)(a)	Agreed Form of Release Letter by ZG, the Second Purchaser and the Company in favour of the Sellers	42
Annex (10)(b)	Agreed Form of Release Letter by ZG, Mirette Fouad Zaki Tadrous and the Company in Favour of the Sellers	44
Annex (11)	Agreed Form of Assignment of the Outstanding Loan to ZG	46
Annex (12)	Agreed Form of Release In Favour of ZG and the Company by the Sellers	47
Annex (13)	Specific Release in Favour of ZG	49
Annex (14)	Agreed Form of the Real Estate Mortgage POA	51

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This Escrow Agreement (the “Agreement”) is made this 10th day of December 2009.

By and Between:

1. Ridgewood Near East Holdings, LLC, a limited liability company, established and organized under the laws of Delaware, having its registered offices at 947 Linwood Avenue, Ridgewood, New Jersey 07450, represented herein by Mr. Randall D. Holmes, in his capacity as the legal representative of Ridgewood Near East Holdings;

2. RW Egyptian Holdings, LLC, a limited liability company, established and organized under the laws of Delaware, having its registered offices at 947 Linwood Avenue, Ridgewood, New Jersey 07450, represented herein by Mr. Randall D. Holmes, in his capacity as the legal representative of RW Egyptian Holdings;

(referred to hereinafter collectively as “Ridgewood” or the “Sellers” ); and

3. Ridgewood Egypt for Infrastructure LLC, an Egyptian limited liability company, commercial register No. 327201 issued on November 11, 1999, whose registered office is at 165 El Orouba Street, Heliopolis, Cairo, Egypt, represented herein by Mr. Zaki Girges, in his capacity as the General Manager, (referred to hereinafter as the “Company”)

4. Mr. Zaki Girges, an Egyptian national, holding national ID No. 25809011602892 issued June, 2002 resident at 165, El Orouba Street, Heliopolis, Cairo, Egypt (referred to hereinafter as “ZG” or the “First Purchaser”); and

5. El Orouba for Water Desalination SAE, an Egyptian joint stock company, whose registered office is at 26 Helmy Abd El Atti Street, Nasr City, Cairo, Egypt, represented herein by Mr. Zaki Girges, in his capacity as its legal representative (referred to hereinafter as the “Second Purchaser”); and

(referred to hereinafter collectively with ZG as the “Purchasers”); and

6. Water Desal, a Cayman Island company, established in accordance with the Laws of the Cayman Islands, with its head office located at Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands represented herein by Mr. Samer Yassa and Ms. Gehan Fathi, in their capacity as directors of the Company (hereinafter referred to as the “Lender”).

7. HSBC Bank Egypt SAE, with its head office located at 306 Corniche El Nil street, Maadi, Cairo, Egypt, registered with the Commercial Register under No. 218992 and represented herein by Mr. Mohamed Ibrahim Ahmed Youssef El Guindi , in his capacity as the legal representative of the bank, (referred to hereinafter as the “Escrow Agent”).

(All the above parties shall be collectively referred to as the “Parties”)

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PREAMBLE

WHEREAS, the Sellers, the Company and the Purchasers have entered into a Sale and Purchase Agreement dated December 10, 2009 whereby, among other things, the Company has agreed to partially repay the Loan owed to Ridgewood subject to the fulfilment of certain conditions;

WHEREAS, the Lender has signed a Loan Agreement dated December 10, 2009 whereby it has agreed to lend the Company the Loan Partial Repayment Amount.

WHEREAS, upon Closing, the Sellers have also agreed to transfer the Shares to the Purchasers as well as assign the Outstanding Loan to ZG.

WHEREAS, under the Sale and Purchase Agreement, the Sellers, the Company and the Purchasers have agreed to appoint the Escrow Agent for the sole purposes of disbursing the Loan Partial Repayment Amount to Ridgewood, as well as to receive and deliver the Escrow Documents in accordance with the provisions of this Agreement;

WHEREAS, the Escrow Agent is willing to serve as such escrow agent in accordance with the provisions of this Agreement; and

NOW THEREFORE, in consideration of the foregoing Preamble and the mutual covenants herein contained, the Parties have agreed to enter into this Escrow Agreement in accordance with the terms and conditions set forth below and agree as follows:

ARTICLE 1:

PREAMBLE AND ANNEXES

The above Preamble constitutes an integral part of this Agreement.

ARTICLE 2:

DEFINITIONS

Capitalized terms not otherwise defined herein shall have the meaning given to them under the Sale and Purchase Agreement. The following words and expressions shall have the following respective meanings:

“Agreement”	means this Escrow Agreement, including its Annexes, as amended in writing by the Parties from time to time;
“Assignment”	means the two original assignment letters in the form attached hereto in Annex (9);
“Business Day”	means any day, other than a Friday, Saturday or an official holiday, on which banks are open in Cairo;
“Certificate of General Counsel”	means the certificate issued by the Senior Vice President and General Counsel of the Sellers to be provided by the Sellers

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	at or prior to Closing to the Escrow Agent substantially in the form of Annex (1) attached hereto;
“Closing”	means the release of the Loan Partial Repayment Amount to the Sellers and the release of the Escrow Documents to the Purchasers, the Lender and the Sellers upon the receipt of the Certificate of General Counsel by the Escrow Agent, as provided under the Sale and Purchase Agreement and this Agreement;
“Closing Date”	means the date on which Closing takes place;
“Documents Deposit Confirmation”	means the written confirmation in the form attached hereto as Annex (2) to be delivered by the Escrow Agent to the Sellers, the Purchasers and the Lender upon receipt of the Escrow Documents;
“Effective Date”	means the date of signature of this Agreement;
“Escrow Account”	means the escrow account to be opened with the Escrow Agent in accordance with Sub-Article 4.1;
“Escrow Amount” or “Loan Partial Repayment Amount”	means the amount of USD 13,000,000 (thirteen million dollars);
“Escrow Amount Deposit Notice”	means the notice in the form attached hereto as Annex (3) to be sent by the Escrow Agent to the Sellers, Purchasers and the Lender upon deposit of the Escrow Amount;
“Escrow Documents”	means the Purchaser’s Documents and the Sellers’ Documents listed in Annex (4) to be deposited with the Escrow Agent in accordance with Sub-Article 4.3;
“Execution SPA”	means the share purchase agreement to be signed between the Sellers and the Purchasers for execution purposes substantially in the form attached herewith as Annex (8);
“Interest Amount”	means any interest accrued on the Escrow Amount in accordance with Sub-Article 5.2;
“Long Stop Date”	means the date falling one hundred and twenty (120) days from the Effective Date, unless extended pursuant to Sub-Article 9.2;
“Purchasers’ Documents”	means the documents to be deposited in the Escrow Account by the Purchasers, as outlined in Annex (4);
“Real Estate Mortgage POA”	means the executed real estate mortgage power of attorney in the form attached herewith as Annex (13);

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“Release Letter”	means the two original release letter in favour of ZG and the Company form attached herewith as Annex (12);
“Shares”	means the shares amounting to a total of 20,000 shares representing 100% of the Company’s issued share capital;
“Sellers’ Documents”	means the documents to be deposited in the Escrow Account by the Sellers, as outlined in Annex (4);
“Sale and Purchase Agreement”	means the Sale and Purchase Agreement signed between the Company, the Purchasers and the Sellers dated December 10, 2009 in the form attached herewith as Annex (5 );

ARTICLE 3:

APPOINTMENT OF THE ESCROW AGENT

3.1  The Sellers, the Purchasers, the Lender and the Company hereby appoint the Escrow Agent to perform the services described in this Agreement in accordance with its terms and conditions.

3.2  The Escrow Agent hereby accepts such appointment subject to the terms of this Agreement. The Escrow Agent may perform any of its duties hereunder by or through its officers, directors or employees acting in their capacity as such officer, director or employee.

ARTICLE 4:

THE ESCROW ACCOUNT

4.1  Establishment of the Escrow Account

On the Effective Date, the Escrow Agent shall open a special interest bearing Escrow Account at its branch located at 306 Corniche El Nil street, Maadi, Cairo, Egypt with the following details:
Account Name: Ridgewood Escrow Account
Account Number:     

The Escrow Agent shall take no action in relation to the Escrow Account except as provided in this Agreement or as otherwise required by law or order of a court of competent jurisdiction.

4.2  Deposit of the Escrow Amount

Within three Business Days from the Effective Date, the Lender shall deposit with the Escrow Agent and the Escrow Agent shall accept and hold in the Escrow Account the Escrow Amount, to be released in accordance with Article 6 herein below.

4.3  Deposit of the Escrow Documents

Within ten Business Days from the Effective Date, the Sellers shall deposit the Sellers’ Documents and the Purchasers shall deposit the Purchasers’ Documents with the Escrow Agent.

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Upon receipt of the Escrow Documents, the Escrow Agent shall confirm such receipt in writing to all Parties by signing and delivering the Document Deposit Confirmation. The Escrow Documents shall be released in accordance with Article 6 herein below.

ARTICLE 5:

OPERATION OF THE ESCROW ACCOUNT

5.1  Upon receipt of the Escrow Amount, the Escrow Agent shall send the Escrow Amount Deposit Notice to the Sellers, the Purchasers and the Lender.

5.2  The Escrow Agent shall hold the Escrow Amount and the Escrow Documents only to be released in accordance with Article 6 of this Agreement.

5.3  Interest shall accrue on the Escrow Amount at the rate of 0.1% per annum for tenors exceeding 90 days. Interest shall be calculated day by day on the basis of a 365 day year. The Interest Amount shall be retained in the Escrow Account. The Escrow Agent shall hold the Escrow Amount and the Interest Amount in the Escrow Account only to be released in accordance with Article 6 of this Agreement.

ARTICLE 6:

RELEASE OF THE ESCROW AMOUNT AND THE ESCROW DOCUMENTS

6.1  Upon receipt by the Escrow Agent of the Certificate of the General Counsel executed by the Sellers’ Senior Vice President and General Counsel, and provided all the Escrow Documents have been received, the Escrow Agent shall immediately, without any further condition(s), notices, consents or approvals: (i) release the Escrow Amount and the Purchasers’ Documents to the Sellers, (ii) release the Interest Amount, the Company’s Share Ownership Ledger, the Real Estate Mortgage POA, one original of the Release Letter and one original of the Assignment to the Lender and (iii) release the remaining Sellers’ Documents to the Purchasers.

For the purposes of the release of the Escrow Amount to the Sellers as mentioned above the Sellers account details are as follows:

Account Name: Ridgewood Renewable Power LLC
Account No.:          
Bank Name: Wachovia Bank
Summit, NJ
ABA (wire)          
ABA (ACH)          

6.2  In the event that the Escrow Agent does not receive the executed Certificate of the General Counsel by the Long Stop Date, including any extension thereof pursuant to Sub-Article 9.2 of this Agreement, the Escrow Agent shall immediately; (i) release the Escrow Amount together with the Interest Amount to the Lender in its account as detailed hereunder (ii) release the Sellers’ Documents to the Sellers and the Purchasers’ Documents to the Purchasers.

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For the purposes of the release of the Escrow Amount and/or the Interest Amount to the Lender as mentioned above the release should be effected as follows:

(i) USD 8,580,000 of the Escrow Amount in addition to the Interest Amount to be transferred to the following account:

Bank Name: Arab African International Bank
Branch: 5, Midan Al Saray Al Koubra, Garden City
Account Name: Horus Private Equity Fund III LP
Account Number:
Swift Code:

Correspondent in USD JP Morgan New York
Swift Code:
Account Number:

(ii) The remaining USD 4,420,000 of the Escrow Amount to be transferred to the following account:

Bank Name: Arab African International Bank
Branch: Garden City
Account Name: Horus Food and Agribusiness Limited Partnership
Account Number:
Swift Code:

ARTICLE 7:

LIABILITY OF THE ESCROW AGENT

7.1  The Escrow Agent shall have no duties, responsibilities or liabilities except those expressly set forth in this Agreement. The duties of the Escrow Agent shall be administrative in nature and nothing in this Agreement, expressed or implied, is intended to or shall be construed as requiring the Escrow Agent to provide any investment advice or to exercise any discretion or to provide any opinion. For the avoidance of doubt, the Escrow Agent shall have no duties, responsibilities or liabilities under the Sale and Purchase Agreement.

7.2  The Escrow Agent shall not be liable to any party to this Agreement for any claim, proceeding, loss, damage, liability or expense of any kind or nature caused directly or indirectly by any action taken or admitted to be taken by it in connection with this Agreement unless caused by gross negligence, wilful misconduct or fraud on the part of the Escrow Agent in performing its contractual duties under this Agreement.

7.3  The Parties to this Agreement undertake to indemnify and hold the Escrow Agent harmless against any loss or damage that may arise as a result of its appointment as Escrow Agent, except where such damage or loss pertain to actions or omissions constituting gross negligence or wilful misconduct. The Escrow Agent shall be entitled to rely on any documentation believed by the Escrow Agent to be genuine or to have been signed, sent, made or given by the authorized

8

person(s). The Escrow Agent shall not be obliged to inspect or verify any of the documents sent to it as long as such documents were duly sent, made or given by the authorized person(s).

7.4  All references to the “Escrow Agent” in this Article 7 shall include references to the officers, directors and employees of the Escrow Agent acting in their official capacity as such.

7.5  The parties hereby agree and acknowledge that the Escrow Agent shall have the right to disclose any confidential information that (i) is required to be disclosed by any court of competent jurisdiction or under any applicable law including rules of any applicable law or by a governmental order, decree, regulation or rule binding upon any Party to the Agreement (ii) is already in the public domain or comes into the public domain other than through a breach of the terms of this Agreement (iii) is already lawfully known to the Escrow Agent as of the date of disclosure hereunder.

ARTICLE 8:

FEES OF THE ESCROW AGENT

8.1  In consideration of the services to be provided by the Escrow Agent hereunder, the Escrow Agent shall be paid a lump sum of USD 25,000. In the event the Long Stop Date is extended, in accordance with Sub-Article 9.2, an additional lump sum of USD 5000 per month shall be paid to the Escrow Agent.

8.2  The fees of the Escrow Agent referred to in Sub-Article 8.1 shall be borne by the Company.

ARTICLE 9:

TERM AND TERMINATION

9.1  This Agreement shall remain in full force and effect from the Effective Date and shall automatically terminate and be of no further effect, without need for any notice, legal or judicial procedure, upon (i) the due and proper satisfaction of the obligations of the Escrow Agent to distribute the Escrow Amount and the Interest Amount as well as deliver the Escrow Documents in accordance with this Article 6 of this Agreement or (ii) on the Long Stop Date including any extension as notified to the Escrow Agent in accordance with Sub-Article 9.2.

9.2  The Sellers shall have the right, without obtaining any consent or approval from the Parties to this Agreement, to extend the Long Stop Date for ninety additional days by notice to the Escrow Agent enclosing evidence that USD 200,000 have been transferred and deposited in the Lender’s bank accounts set forth under Sub-Article 6.2 as follows:

(i) USD 132,000 in the account outlined under 6.2 (i) herein above

(ii) USD 68,000 in the account outlined under 6.2(ii) herein above

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ARTICLE 10:

COSTS

Each of the Purchasers and the Sellers shall be responsible for its own legal, accountancy, and other costs, charges and expenses incurred in connection with the negotiation, preparation and implementation of this Agreement

ARTICLE 11:

FURTHER ASSURANCES

Each Party agrees (at its own cost) to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as the other Parties may reasonably require, whether on or after consummation of the transactions contemplated by this Agreement, to implement or give effect to this Agreement and the transactions contemplated by this Agreement.

ARTICLE 12:

VARIATION, WAIVER AND CONSENT

Unless otherwise contemplated in this Agreement, no variation or waiver of any provision or condition of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties (or, in the case of a waiver, by or on behalf of the Party waiving compliance).

ARTICLE 13:

SEVERABILITY

The invalidity of any provision of this Agreement or any part thereof shall not affect the validity of the Agreement or any other provision. The Parties shall then use all reasonable endeavours to replace the invalid or unenforceable provision(s) by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

ARTICLE 14:

NO ASSIGNMENT

No Party shall be entitled to assign the benefit of, or its rights or benefits under this Agreement without the prior written consent of all other Parties to this Agreement

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ARTICLE 15:

NOTICES

15.1  Notices or any other communications required or permitted hereunder shall be given in writing in the English language and shall be deemed to have been delivered: (i) when delivered in person or by messenger service against receipt, (ii) on the date of confirmation of receipt of transmission by telecopier (or the first Business Day in the city where the recipient is located following such receipt if (a) the date is not a Business Day or (b) confirmation of receipt is given after 5pm local time of the recipient (subsequently confirmed by registered mail, return receipt requested or by courier)) or (iii) upon proof of delivery by an internationally recognized courier service (with confirmation of receipt), addressed to the relevant party at its address set forth in Sub-Article 15.2 below.

15.2  The addresses and fax numbers of the Parties for the purpose of Sub-Article 15.1 are as follows:

(a)   The Sellers

Ridgewood Near East Holdings LLC
RW Egyptian Holdings, LLC
Address: c/o Ridgewood Renewable Power, LLC
947 Linwood Avenue
Ridgewood, NJ 07450
Fax No.: 845-622-3633
For the attention of: Robert Swanson

(b)   The Purchasers

26 Helmy Abdel Atti Street, Nasr City, Cairo, Egypt
Fax No.: 00202 22672870
For the attention of: Mr. Zaki Girges

(c)   The Company

Ridgewood Egypt for Infrastructure
Address: 165, E El Orouba St.
Heliopolis, Cairo, Egypt
Fax No.: 00202 22672870
For the attention of: Mr. Zaki Girges

(d)   The Lender

Address: 9, Mohamed Fahmy Street, 14th floor, Garden City, Cairo, 11461, Egypt.
Fax No.: 00202 27923869
For the Attention of: Mr. Samer Yassa and Ms. Gehan Fathi

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(e)  The Escrow Agent

Address: 306 Corniche El Nil street, Maadi, Cairo, Egypt
Fax No.: +202 252980080 For the attention of: Mr. Mohamed Ibrahim Ahmed
Youssef El Guindi,

15.3  A Party may notify all other Parties to this Agreement of a change to its name, relevant addressee, address or fax number for the purposes of this Sub-Article 15.3. Such notification shall be made within a reasonable period of time not to exceed (10) Business Days from the date such change occurred.

ARTICLE 16:

GOVERNING LAW AND ARBITRATION

16.1  This Agreement is to be governed by and construed in accordance with the laws of the Arab Republic of Egypt.

16.2  All disputes arising out of or in connection with this Agreement and its subject matter shall be finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce in Paris (the “Rules”) by more than one arbitrator to be appointed according to the Rules. Arbitration shall take place in Cairo, Egypt and shall be conducted in the English language.

ARTICLE 17:

COUNTERPARTS

This Agreement has been executed in (7) counterparts one (1) for each of the Parties all of which shall be considered one and the same agreement.

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IN WITNESS WHEREOF, the Parties hereto have executed or caused to be executed, this Agreement, all as of the day and year first above written.

THE SELLERS:

Ridgewood Near East Holdings LLC

Name:  Randall D. Holmes

Title:  President

Signature:  /s/  Randall D. Holmes

RW Egyptian Holdings, LLC

Name:  Randall D. Holmes

Title:  President

Signature:  /s/  Randall D. Holmes

THE COMPANY

Ridgewood Egypt for Infrastructure LLC

Name:  Zaki Girges

Title :  General Manager

Signature:  /s/  Zaki Girges

THE ESCROW AGENT

HSBC Egypt S.A.E

Name:  Mohamad El Guindi

Title:  Legal Representative

Signature:  /s/  Mohamad El Guindi

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THE PURCHASERS:

El Orouba for Water Desalination

Name:       Zaki Girges

Title:         President

Signature:   /s/  Zaki Girges

Mr. Zaki Girges

Name:      Zaki Girges

Signature:  /s/  Zaki Girges

THE LENDER

Water Desal

Name:      Gehan Fathi

Title:       Director

Signature:  /s/  Gehan Fathi

Name:    Samer S. Yassa

Title:       Director

Signature:   /s/  Samer S. Yassa

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EX-99.1

Exhibit 99.1

Ridgewood Renewable Power

Robert E. Swanson
Chairman

December 21, 2009

TO:	Shareholders of: Ridgewood Power Trust V The Ridgewood Power Growth Fund Ridgewood/Egypt Fund
RE:	Sale of the Ridgewood Egypt Business

I am pleased to announce that we have entered into a series of agreements, subject to shareholder approval, to sell the Ridgewood Egypt water business for $13 million. The Ridgewood Egypt business is owned 14.1% by Power Trust V, 68.1% by Growth Fund and 17.8% by the Ridgewood/Egypt Fund. The Egypt water business is the sole remaining operating asset of these funds.

As you may recall, in mid-2008 we entered into an agreement to sell these assets to Horus Private Equity Fund III (“Horus”), a fund managed by the major Egyptian investment bank EFG-Hermes. During the final steps of that transaction, in September 2008, the global economy went into steep decline, and on November 13, 2008, Randy Holmes, our CEO, sent a letter to you indicating that Horus exercised its right under that 2008 purchase agreement to not proceed with the planned transaction. The staff at Ridgewood Renewable Power was disappointed, but not surprised. The economic decline starting to manifest itself with Lehman Brothers, AIG, Merrill Lynch, and so forth, also caused problems with our closing on the waste wood plants in Maine (that closed December 2008), and the sale of our hydro electric assets (that closed in November 2009).

Since November 2008, we continued to seek out alternative ways to monetize the Funds’ investment in the Egypt water business. The economic climate has had a definite impact on our attempts to sell the Egypt business and on the operations of the business itself. Companies worldwide are having extreme difficulties negotiating liquidity events, at any price. Tourism in Egypt has slowed and we cannot predict if, or when, it will resume its previous levels. In light of these factors, we implemented a cash conservation policy for the Egypt business, significantly reducing capital expenditures and reducing overhead expenses where practical.

Partly because of our previous capital expansion and partly because of the cost reductions implemented by our local manager, Mr. Zaki Girges, the Egypt business is holding its own. Because we had previously installed more water desalinization capacity, revenues through September 30, 2009 were $9.7 million, about 3% higher than the same period last year. The business remains profitable due to good management. However, due to its need to retain cash for needed capital expenditures, absent a liquidity event, we still do not see the likelihood of any significant cash distributions to the Funds from the Egypt operations for the foreseeable future.

Despite our ongoing efforts to find a purchaser for the Egypt business, we found only minimal interest. A combination of market uncertainty and capital constraints has had a significant chilling effect on sale transactions. While EFG-Hermes rejected prior attempts to renegotiate the 2008 proposed sale, we once again approached EFG-Hermes and succeeded in negotiating a new series of agreements that will result in our selling the Egypt business for a gross amount of $13 million. Earlier in the year, we thought we might be able to finalize a transaction at a higher price from a different source, but with a large part of the sale proceeds being conditional on future earnings. However, the other side backed out. So, while we had hoped that we would be able to negotiate a price higher than $13 million, given the difficulty in negotiating transactions since the 2008 economic meltdown, we were unable to. We consider a price of $13 million in today’s market to be fair from a financial point of view. We considered the option of not selling now and instead “sitting tight” and waiting to possibly negotiate a better deal in the future. We chose not to follow that path, partly because it is difficult to predict when sufficient economic recovery will occur and if such a recovery would result in a better price for the Egypt business. In the meantime, the Egypt business would remain subject to numerous risks, including political and competitive risks, as well as further currency devaluation.

One of the major holdups we experienced last fall in closing the 2008 transaction was the difficulty in timely obtaining approval of the sale from the Egyptian General Authority for Investment and Free Zones (“GAFI”), an Egyptian regulatory approval needed to complete the sale of an equity interest in an Egyptian business. EFG-Hermes, with the cooperation of Mr. Girges, has agreed to a new structure that shifts this risk of Egyptian government approval from the Ridgewood Funds to the buyers. In short, a special purpose entity, managed by an EFG fund and owned by Horus and an additional EFG fund, will be loaning the Egypt business $13 million, secured by the shares and assets of the business; the Egypt business will then distribute this $13 million upward to the Ridgewood Funds. A key benefit of this transaction is that the Funds will not be providing any representations

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or warranties regarding the Egypt business or guarantees of repayment of this loan, which means we receive the cash free and clear. In fact, the $13 million was deposited into an escrow account on December 15, 2009, and will be released as soon as the sale is approved by the applicable Ridgewood Funds and the escrow agent is notified. It took a lot of negotiating to eliminate the risk of GAFI approval and have the purchaser put all of the money in escrow, pending approval of the sale by Ridgewood Fund Shareholders.

For EFG to enter into this transaction, it is requiring that Mr. Girges (and an Egyptian company owned by Mr. Girges and his family) acquire ownership of the shares of the Egypt business and to pledge those shares as security for repayment of the loan. Additionally, EFG is requiring that Mr. Girges personally guarantee repayment of the loan by signing post-dated checks for the ENTIRE amount of the loan. In the US, it is illegal and fraudulent to write a post-dated check that does not clear when presented to a bank. In Egypt, it is the same. So, while this new loan is outstanding, Mr. Girges is taking considerable personal risk. Additionally, Mr. Girges has agreed to waive bonus and termination payments from the Egypt business, estimated to exceed $1 million, which would otherwise be due to him when Ridgewood sells its interests in the Egypt business. Lastly, Mr. Girges is indemnifying the Ridgewood Funds against various potential claims against us. In order for Mr. Girges to take these significant risks and to forego his bonus and termination payments, he is requiring that the Ridgewood Funds transfer to him and his company all their interests in the Egypt business, after the Ridgewood Funds receive the $13 million. (Technically, Mr. Girges and his company will purchase the interests in the Egypt business for $1.)

Why is Mr. Girges doing this? While he will have many challenges in running the business, including raising additional funds to pay for targeted capital expansion, overall, he believes that, over the long-term, he will be able to withdraw cash from the business. In the meantime, he will be working with EFG to try to convert this new loan to equity for a portion of the purchased equity interest.

Why would WE do this? Because we believe a transaction that brings in $13 million is a fair transaction and is the most expedient way to achieve value for the Funds. As part of selling the Egypt business to Mr. Girges and his company, the Funds are making no representations or warranties either to him, his company, or the lender. We are selling the business on an “as-is/where-is” basis. This will allow Ridgewood to take the money and walk away without providing any assurances that normally go along with this kind of sale. Additionally, the sale is not conditioned on

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receiving approval from GAFI. Mr. Girges and his company are taking the risk whether GAFI will approve the transaction and any future transfers of equity. If GAFI doesn’t give these approvals, that will not be the Funds’ problem. As mentioned before, we could wait and continue to look for a transaction at a higher price; however, this wait- and-see strategy carries significant ongoing risks, especially in a weak global economy as the recent Dubai debt crunch reminds us. Plus, a different deal might not result in a higher price and could also impose ongoing contingent liabilities on the Funds in the form of representations and warranties or require burdensome GAFI approval before the transaction could close.

In order for the sale of the Egypt business to be finalized, holders of a majority of shares of the Growth Fund and the Egypt Fund must approve the sale. Since Trust V is in a shareholder-approved liquidation, approval by Trust V shareholders is not required.

We are also filing a “Form 8-K” with the United States Securities and Exchange Commission (“SEC”), which summarizes the material terms of the sale and includes copies of the agreements. We are now in the final stages of preparing Consent Solicitations for the Growth Fund and Egypt Fund. Since the Growth Fund is an SEC reporting company, we must file a preliminary copy of the Growth Fund Consent Solicitation with the SEC for their review. We expect to make this filing very shortly. As soon as the SEC review is complete, which could take about two months, we will be sending Consent Solicitations to shareholders of the Growth Fund and the Egypt Fund. We will also send transaction information to the shareholders of Trust V. IF YOU HAVE INVESTMENTS IN BOTH THE GROWTH FUND AND THE EGYPT FUND, YOU WILL RECEIVE SEPARATE CONSENT SOLICITATIONS FOR EACH INVESTMENT. It is important that you complete and return EACH consent card, as the shareholders of EACH of the Egypt and Growth Funds must approve the transaction in order for us to proceed to closing. The Consent Solicitation will provide specific fund and unit level information regarding the sale and other information useful to you when making your consent decision. The sale cannot be completed unless it receives majority approval from both Growth Fund AND Egypt Fund shareholders.

We anticipate that the sale will occur prior to March 31, 2010, but we cannot predict when the SEC will complete its review or whether a sufficient number of shareholders will approve the sale. Our objective is to close the sale as soon as possible. The sale agreements will terminate if the transaction does not close by April 9, 2010; however, we can extend that termination date by 90 days upon paying $200,000 to the EFG entity.

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I cannot go into more details about the sale of the Ridgewood Egypt business at this time because I am not allowed to “pre-solicit” approval of the transaction. Therefore, please do not call or e-mail with specific questions regarding the potential sale. You may go on the SEC website (www.sec.gov) in order to see the recent Form 8-K that was filed by Trust V and Growth Fund, which includes the purchase and sale agreement and other documents relating to this transaction. You probably will not be hearing from us about the sale of the Egypt business until we mail the Consent Solicitations. Given the laws to which Trust V and Growth Fund are subject as public companies, Ridgewood will not make statements about the sale other than ones that we will file with the SEC. In fact, this letter is also being filed with the SEC on a Form 8-K.

I once again apologize for the fact that the Egypt business did not make a profit, and instead, will result in a loss. The sale represents a loss from the Funds’ initial investment, and a decrease from the bid we negotiated prior to the 2008 recession. However, in an historic context, given the devaluation of the Egyptian pound, the dramatic setback of the business after 9/11, and the extreme difficulty in closing any type of disposition or financing in the current economic climate, Ridgewood Renewable Power believes the $13 million price is a fair price as compared to the alternative strategies of continuing to hold the Egyptian business or pursuing other sale transactions or financing strategies.

This letter is by no means a substitute for a careful reading of the consent document we will be distributing to shareholders of the Growth and Egypt Funds. When you receive it, you should carefully read the Consent Solicitation before completing and returning its accompanying consent card indicating whether you consent or don’t consent to the sale of the Ridgewood Egypt business.

Ridgewood Renewable Power, as managing shareholder of Ridgewood Electric Power Trust V, The Ridgewood Power Growth Fund and Ridgewood/Egypt Fund (the “Funds”), has made statements in this letter that constitute forward-looking statements, as defined by the federal securities laws, including the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties. Forward-looking statements include statements, other than historical information, made regarding events, financial trends, future operating results, financial position, cash flows and other general

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information concerning possible or assumed future results of operations of the Funds. You are cautioned that such statements are only predictions, forecasts or estimates of what may occur and are not guarantees of future performance or of the occurrence of events or other factors used to make such predictions, forecasts or estimates. Actual results may differ materially from those results expressed, implied or inferred from these forward-looking statements and may be worse. Finally, such statements reflect the Funds’ current views. The Funds undertake no obligation to update the forward-looking statements made herein to reflect events or circumstances that occur after today or to reflect the occurrence of unanticipated events except as required by law.

Additional Information and Where to Find It

This communication may be deemed solicitation material in respect of the sale of the Funds’ Egypt business. Since the sale of the Egypt business requires the approval of the shareholders of The Ridgewood Power Growth Fund, the Growth Fund will file with the Securities and Exchange Commission (the “SEC”) a consent solicitation statement to be used by the Growth Fund to solicit the approval of its shareholders for such transaction. Growth Fund shareholders are urged to read the consent solicitation statement regarding the transaction, if and when it becomes available, and any other relevant documents filed by the Growth Fund with the SEC, as well as any amendments or supplements to the consent solicitation statement, because they will contain important information. You can obtain free copies of any such materials (including any consent solicitation statement) filed by the Growth Fund with the SEC, as well as other filings made by the Growth Fund or Trust V containing information about the Growth Fund and Trust V, respectively, at the SEC’s Internet Site (http://www.sec.gov). The Growth Fund will also provide copies of any such consent solicitation statement and other information filed with the SEC to any shareholder, at the actual cost of reproduction, upon written request to Daniel Gulino, Senior Vice President and General

Counsel, at 947 Linwood Avenue, Ridgewood, New Jersey 07450 or via telephone at (201) 447-9000.

Participants in Solicitation

The Funds and Ridgewood Renewable Power, as managing shareholder of the Funds, and their executive officers may be deemed, under SEC rules, to be participants in the solicitation of consents from the Funds’ shareholders with respect to the sale of the Funds’ Egypt business. Information regarding the officers of the Funds, including direct or indirect interests in the transaction, by securities holdings or otherwise, will be set forth in a definitive consent solicitation statement that will be filed by the Growth Fund with the SEC in the event such a transaction requiring shareholder approval were to occur.

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