0000916457-09-000040 Sample Contracts

20,000,000 SHARES CALPINE CORPORATION CALPINE CORPORATION COMMON STOCK, $.001 PAR VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • April 24th, 2009 • Calpine Corp • Electric services • New York

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley” or the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Calpine Corporation, a Delaware corporation (the “Company”) and the selling stockholder named therein, providing for the public offering (the “Public Offering”) by Morgan Stanley of up to 23,000,000 shares (the “Shares”) of the common stock, $.001 par value of the Company (the “Common Stock”).

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