ROPES & GRAY LLP ONE INTERNATIONAL PLACE BOSTON, MA 02110-2624 617-951-7000 F 617-951-7050 BOSTON NEW YORK SAN FRANCISCO WASHINGTON, DCContribution and Merger Agreement • October 31st, 2003 • Distributed Energy Systems Corp • Electric services
SECOND AMENDMENT TO BONDING SUPPORT AGREEMENTBonding Support Agreement • October 31st, 2003 • Distributed Energy Systems Corp • Electric services
The Bonding Support Agreement (the “Agreement”) dated as of May 22, 2003, as amended, by and between Northern Power Systems, Inc. and Proton Energy Systems, Inc. is hereby amended by changing all references therein to “December 31, 2003” to “March 31, 2004”. Except as amended herein, the Agreement is confirmed to remain in full force and effect.
haledorr.comAgreement and Plan of Contribution and Merger • October 31st, 2003 • Distributed Energy Systems Corp • Electric services
This opinion is being delivered to you in connection with the filing of a registration statement (the “Registration Statement”) on Form S-4, which includes the Joint Proxy and Prospectus relating to the Agreement and Plan of Contribution and Merger dated as of May 22, 2003 (the “Contribution Agreement”), by and among Proton Energy Systems, Inc., a Delaware corporation (“Proton”), Distributed Energy Systems Corp., a Delaware corporation (“Distributed Energy”) and a wholly-owned subsidiary of Proton, PES-1 Merger Sub, Inc., a Delaware corporation (“PES-1”) and a wholly-owned subsidiary of Distributed Energy, PES-2 Merger Sub, Inc., a Delaware corporation (“PES-2”) and a wholly-owned subsidiary of Distributed Energy, and Northern Power Systems, Inc., a Delaware corporation (“Northern”). Pursuant to the Contribution Agreement, PES-2 will merge with and into Proton (the “Proton Merger”) and PES-1 will merge with and into Northern (the “Northern Merger” and together with the Proton Merger, t
