Agreement and Plan of Contribution and Merger Sample Contracts

EXHIBIT 2.1 AGREEMENT AND PLAN OF CONTRIBUTION AND MERGER
Agreement and Plan of Contribution and Merger • May 9th, 2003 • Liberty Media Corp /De/ • Cable & other pay television services • Delaware
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Agreement and Plan of Contribution and Merger • October 22nd, 2003 • Distributed Energy Systems Corp • Electric services
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Agreement 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

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