CALPINE CORP (Form: 8-K, Received: 03/08/2018 14:09:07)

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): March 8, 2018

CALPINE CORPORATION

(Exact name of registrant as specified in its charter)



Delaware	1-12079	77-0212977
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

717 Texas Avenue, Suite 1000, Houston, Texas 77002

(Addresses of principal executive offices and zip codes)

Registrant's telephone number, including area code: (713) 830-2000

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 ( see General Instruction A.2. below):


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


o	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

TABLE OF CONTENTS



	ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
	ITEM 2.01 - COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
	ITEM 3.01 - NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING
	ITEM 3.03 - MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
	ITEM 5.01 - CHANGES IN CONTROL OF REGISTRANT
	ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
	ITEM 5.03 - AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
	ITEM 7.01 - REGULATION FD DISCLOSURE
	ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
	SIGNATURES
	EXHIBIT INDEX

EXPLANATORY NOTE

On March 8, 2018, pursuant to that certain Agreement and Plan of Merger, dated as of August 17, 2017 (the “ Merger Agreement ”), by and among Calpine Corporation, a Delaware corporation (“ Calpine ”), Volt Parent, LP, a Delaware limited partnership (“ Parent ”), and Volt Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”), Merger Sub merged with and into Calpine (the “ Merger ”), with Calpine continuing as the surviving corporation and a subsidiary of Parent.

ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The information provided in the Explanatory Note and Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Concurrently with the consummation of the Merger, CPN Management, LP, a Delaware limited partnership and subsidiary of Parent (the “ Sole Stockholder ”), entered into a stockholders agreement (the “ Stockholders Agreement ”) with Calpine. Under the terms of the Stockholders Agreement, each party to the Stockholders Agreement agreed to take such action as may be required under applicable law to cause the board of directors of Calpine (the “ Company Board ”) to initially consist of (i) four voting directors nominated by Energy Capital Partners (defined in Item 5.01 of this Current Report on Form 8-K), (ii) a voting director who is the Chief Executive Officer of Calpine, (iii) a non-voting director who is W. Thaddeus Miller and (iv) until the occurrence of certain specified events, one voting director nominated by Access Industries, Inc. (“ Access ”). Subject to receipt of the requisite regulatory approvals (and then until the occurrence of certain specified events), each party to the Stockholders Agreement agreed to subsequently take such action as may be required under applicable law to cause one voting director nominated by CPP Investment Board Private Holdings (3) Inc. (“ CPPIB ”) to be appointed to the Company Board.

The Stockholders Agreement generally prohibits any party (other than the Sole Stockholder and investment funds managed by Energy Capital Partners) from transferring Calpine equity securities, subject to certain limited exceptions. The Sole Stockholder (and investment funds managed by Energy Capital Partners) will also have preemptive rights to subscribe for any equity securities that Calpine proposes to issue in accordance with the Stockholders Agreement (subject to customary exceptions).

The Stockholders Agreement will terminate on the first to occur of (i) twelve months following the date on which Calpine consummates an initial public offering, (ii) the complete liquidation of Calpine or any agreement for the sale by Calpine of all or substantially all of Calpine’s assets and (iii) the date established by unanimous resolution of the Company Board terminating the Stockholders Agreement.

The foregoing summary of the Stockholders Agreement and the transactions contemplated thereby does not purport to be a complete description of all the parties’ rights and obligations under the Stockholders Agreement and is qualified in its entirety by reference to the Stockholders Agreement, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

ITEM 2.01 — COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

The information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.

At the effective time of the Merger (the “ Effective Time ”), each share of Calpine’s common stock, par value $0.001 per share (“ Common Stock ”), outstanding as of immediately prior to the Effective Time (other than (i) shares of Common Stock held directly by Parent or Merger Sub, (ii) shares of Common Stock held by Calpine as treasury stock, (iii) shares of Common Stock that are subject to vesting or other applicable lapse restrictions under any Calpine equity plan, (iv) shares of Common Stock held by any subsidiary of either Calpine or Parent (other than Merger Sub), (v) shares of Common Stock held by Volt Energy Holdings, LP, and (vi) shares of Common Stock held by any stockholder who is entitled to demand and has properly demanded appraisal of such Common Stock and has not failed to perfect, waived, withdrawn or lost the right to appraisal under Delaware law) was canceled, ceased to be outstanding and was converted into the right to receive $15.25 in cash (the “ Merger Consideration ”), without interest and less applicable withholding taxes.

At the Effective Time, each option to purchase Common Stock granted under any Calpine equity plan outstanding as of immediately prior to the Effective Time (whether vested or unvested) was fully vested, canceled and converted into the right to receive an amount in cash, without interest and less applicable withholding taxes, equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share of such stock option, and (ii) the number of shares of Common Stock subject to such stock option.

At the Effective Time, each share of Common Stock subject to vesting or other applicable lapse restrictions granted by Calpine outstanding as of immediately prior to the Effective Time (whether vested or unvested) was fully vested, canceled and converted into the right to receive an amount in cash, without interest and less applicable withholding taxes, equal to the Merger Consideration.

At the Effective Time, each restricted stock unit issued by Calpine that vests solely on the basis of time, pursuant to which the holder has a right to receive shares of Common Stock or cash after the vesting or lapse of restrictions applicable to such restricted stock unit, outstanding as of immediately prior to the Effective Time (whether vested or unvested) was fully vested, canceled and converted into the right to receive an amount in cash, without interest and less applicable withholding taxes, equal to the product of (i) the Merger Consideration and (ii) the number of shares of Common Stock subject to such restricted stock unit.

At the Effective Time, each performance-based restricted stock unit issued by Calpine that vests on the basis of time and the achievement of performance targets, pursuant to which the holder has a right to receive shares of Common Stock or cash after the vesting or lapse of restrictions applicable to such performance-based restricted stock unit, outstanding as of immediately prior to the Effective Time (whether vested or unvested) was fully vested, canceled and converted into the right to receive an amount in cash, without interest and less applicable withholding taxes, equal to the product of (i) the Merger Consideration and (ii) the number of shares of Common Stock subject to such performance-based restricted stock unit determined by assuming that performance for the full or cumulative performance period was the higher of the target and actual performance (as determined by Calpine based upon performance up until the closing of the Merger).

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be a complete description of all the parties’ rights and obligations under the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Calpine’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) on August 22, 2017 and is incorporated herein by reference.

ITEM 3.01 — NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

The information provided in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the consummation of the Merger, Calpine notified the New York Stock Exchange (the “ NYSE ”) on March 8, 2018 that a certificate of merger was filed with the Secretary of State of the State of Delaware. Calpine requested that the NYSE delist the Common Stock and, as a result, trading of the Common Stock, which trades under the ticker symbol “CPN” on the NYSE, will be suspended prior to the opening of the NYSE on March 9, 2018. Calpine also requested the NYSE to file a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the Common Stock from the NYSE and the deregistration of the Common Stock under Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The Company intends to file with the SEC a Form 15 requesting the suspension of reporting obligations with respect to the Common Stock under Sections 13 and 15(d) of the Exchange Act.

ITEM 3.03 — MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

The information provided in the Explanatory Note and Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, each holder of Common Stock outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of Calpine (other than the right to receive consideration for such shares).

ITEM 5.01 — CHANGES IN CONTROL OF REGISTRANT

The information provided in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the consummation of the Merger, a change of control of Calpine occurred and Calpine became a subsidiary of Parent. Parent is an affiliate of Energy Capital Partners III, LLC (together with its affiliates, “ Energy Capital Partners ”).

The total amount of funds used to complete the Merger and related transactions and to pay related fees and expenses was approximately $5.6 billion, which was funded through a combination of equity contributions from certain investment funds managed by Energy Capital Partners and certain other investors (including Access and CPPIB).

ITEM 5.02 — DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

The information provided in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Directors

In connection with the consummation of the Merger and in accordance with the Merger Agreement (and not as a result of any disagreement with Calpine), all of the directors of Calpine (Frank Cassidy, John B. (Thad) Hill III, Mary L. Brlas, Jack A. Fusco, Michael W. Hofmann, David C. Merritt, W. Benjamin Moreland, Robert A. Mosbacher Jr. and Denise M. O’Leary) ceased to be directors of Calpine, effective as of the Effective Time.

In connection with the consummation of the Merger, John B. (Thad) Hill III, Tyler G. Reeder, Douglas W. Kimmelman, Andrew D. Singer, Andrew Gilbert and Donald A. Wagner became the voting directors of Calpine and W. Thaddeus Miller was elected a non-voting director of Calpine, in each case, effective as of the Effective Time. Tyler G. Reeder, Douglas W. Kimmelman, Andrew D. Singer and Andrew Gilbert were each appointed by Energy Capital Partners and Donald A. Wagner was appointed by Access. Subject to receipt of the requisite regulatory approvals as specified in the Stockholders Agreement, CPPIB intends to appoint a voting director of Calpine in accordance with the Stockholders Agreement.

Officers

In connection with the consummation of the Merger, (i) Mr. Miller, previously Executive Vice President and Chief Legal Officer of Calpine, has been appointed Executive Vice Chairman and Chief Legal Officer of Calpine, (ii) Caleb Stephenson, previously Senior Vice President of Wholesale Origination and Commercial Analytics of Calpine, and Andrew Novotny, previously Senior Vice President of Commercial Operations of Calpine, have been appointed Executive Vice Presidents of Calpine and will serve as co-heads of Commercial Operations of Calpine, and (iii) Jim Wood will continue to serve as President of Calpine Energy Solutions and also has been named President of Calpine Retail Holdings, LLC., in each case, effective as of the Effective Time.

ITEM 5.03 — AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

The information provided in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In accordance with the Merger Agreement, at the Effective Time, the certificate of incorporation of Calpine, as in effect immediately prior to the Effective Time, was amended and restated in its entirety. A copy of the amended and restated certificate of incorporation is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

In accordance with the Merger Agreement, at the Effective Time, the by-laws of Merger Sub became the amended and restated by-laws of Calpine. A copy of the amended and restated by-laws is attached as Exhibit 3.2 hereto and is incorporated herein by reference.

ITEM 7.01 — REGULATION FD DISCLOSURE

On March 8, 2018, Calpine issued a press release announcing consummation of the Merger. A copy of the press release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of such Section, nor shall it be deemed incorporated by reference in any filing or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits



Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of August 17, 2017, by and among Calpine Corporation, Volt Parent, LP and Volt Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 22, 2017)

3.1		Third Amended and Restated Certificate of Incorporation of Calpine Corporation

3.2		Second Amended and Restated By-Laws of Calpine Corporation

4.1		Stockholders Agreement, dated March 8, 2018, by and between Calpine Corporation and CPN Management, LP

99.1		Calpine Corporation Press Release, dated March 8, 2018

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.

CALPINE CORPORATION



	By:	/s/ ZAMIR RAUF
		Zamir Rauf
		Executive Vice President and
		Chief Financial Officer

Date: March 8, 2018

EXHIBIT INDEX



Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of August 17, 2017, by and among Calpine Corporation, Volt Parent, LP and Volt Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 22, 2017)

3.1		Third Amended and Restated Certificate of Incorporation of Calpine Corporation

3.2		Second Amended and Restated By-Laws of Calpine Corporation

4.1		Stockholders Agreement, dated March 8, 2018, by and between Calpine Corporation and CPN Management, LP

99.1		Calpine Corporation Press Release, dated March 8, 2018

EXHIBIT 3.1

THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

CALPINE CORPORATION

(the “Corporation”)

FIRST : The name of the Corporation is “Calpine Corporation”.

SECOND : The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD : The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as it now exists or may hereafter be amended and supplemented (the “ DGCL ”).

FOURTH : The total number of shares of stock which the Corporation shall have the authority to issue is 1,400,000,000 shares of common stock, par value $0.001 per share (the “ Common Stock ”).

FIFTH : The rights, preferences, privileges and restrictions granted or imposed upon the Common Stock are as follows:

1. Dividends . The holders of the Common Stock shall be entitled to the payment of dividends when and as declared by the board of directors of the Corporation (the “ Board of Directors ”) out of funds legally available therefore and to receive other distributions from the Corporation, including distribution of contributed capital, when and as declared by the Board of Directors. Any dividends declared by the Board of Directors to the holders of the then outstanding Common Stock shall be paid to the holders thereof pro rata in accordance with the number of shares of Common Stock held by each such holder as of the record date of such dividend.

2. Liquidation, Dissolution or Winding Up . In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation that may be legally distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding Common Stock pro rata, in accordance with the number of shares of Common Stock held by each such holder.

3. Voting . Each holder of Common Stock shall have full voting rights and powers equal to the voting rights and powers of each other holder of Common Stock and shall be entitled to cast one (1) vote for each share of Common Stock held by such holder. Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation (the “ Bylaws ”) (as in effect at the time in question) and applicable law, on all matters put to a vote of the stockholders of the Corporation.

4. Preemptive Rights . The holders of shares of the Corporation of any class, now or hereafter authorized, may have the preemptive right to subscribe for, purchase or receive any share of the Corporation of any class, now or hereafter authorized, or any options or warrants for such shares, or any rights to subscribe for or purchase such shares, or any securities convertible into or exchangeable for such shares, which may at any time or from time to time be issued, sold or offered for sale by the Corporation as such right may be set forth in the Bylaws or a written agreement among the Corporation and any such holder.

SIXTH : In furtherance and not in limitation of the power conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation subject to any limitations contained therein.

SEVENTH : No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is prohibited by the DGCL as it presently exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such amendment, modification or repeal.

EIGHTH : Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

NINTH : The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL. All rights conferred upon stockholders herein are granted subject to this reservation.

TENTH : To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) agents of the Corporation (and any other persons to which the DGCL permits the Corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, by vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL, subject only to limits created by the DGCL and applicable decisional law, with respect to actions for breach of duty to the Corporation, its stockholders, and others.

EXHIBIT 3.2

SECOND AMENDED AND RESTATED

BY-LAWS

CALPINE CORPORATION

As effective on March 8, 2018

SECOND AMENDED AND RESTATED

BY-LAWS

CALPINE CORPOATION

PREAMBLE

These by-laws (these “ By-Laws ”) are subject to, and governed by, the General Corporation Law of the State of Delaware (the “ DGCL ”) and the certificate of incorporation of Calpine Corporation, a Delaware corporation (the “ Corporation ”), then in effect (the “ Certificate of Incorporation ”). In the event of a direct conflict between the provisions of these By-Laws and the mandatory provisions of the DGCL or the provisions of the Certificate of Incorporation, such provisions of the DGCL or the Certificate of Incorporation, as the case may be, will be controlling.

OFFICES

The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware and the address of the registered agent in the State of Delaware is 251 Little Falls Drive, Wilmington, Delaware 19808. The name of its registered agent at such address is Corporation Service Company. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors of the Corporation (the “ Board of Directors ”) may from time to time determine or the business of the Corporation may require.

II.

STOCKHOLDERS

Section 2.1. Place of Meetings . All meetings of the stockholders shall be held at such time and place, within or without the State of Delaware, as shall be designated by the Board of Directors. In the absence of any such designation by the Board of Directors, each such meeting shall be held at the principal office of the Corporation.

Section 2.2. Annual Meeting . An annual meeting of stockholders shall be held for the purpose of electing directors and transacting such other business as may properly be brought before the meeting. The date and time of the annual meeting shall be determined by the Board of Directors.

Section 2.3. Special Meetings . Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders holding at least fifty percent (50%) of the common stock, par value $0.001 per share, of the Corporation (the “ Common Stock ”) issued and outstanding and entitled to vote. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.4. Notice of Meetings . Written notice of each meeting of the stockholders stating the place, date and time of the meeting shall be given not less than ten (10) nor more than sixty (60) days

before the date of the meeting to each stockholder entitled to vote at such meeting. The notice of any special meeting of stockholders shall state the purpose or purposes for which the meeting is called.

Section 2.5. Quorum . A majority of the Common Stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the Common Stock represented in person or by proxy at the meeting and entitled to vote thereat shall have power, by the affirmative vote of the holders of a majority of such stock, to adjourn the meeting to another time and/or place, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

Section 2.6. Voting . When a quorum is present at any meeting of stockholders, any question brought before the meeting shall be decided by a majority of the votes cast by holders of the stock represented and entitled to vote thereon, unless the question is one upon which, by express provision of law, the Certificate of Incorporation, or these By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question. At each meeting of the stockholders, each stockholder entitled to vote thereat may vote in person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three (3) years prior to said meeting, unless such instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall have one (1) vote for each share of stock having voting power, registered in his name on the books of the Corporation on the record date set by the Board of Directors as provided in Article V, Section 5.4 hereof.

Section 2.7. Action without Meeting . Any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by stockholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all stockholders having a right to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were duly delivered to the Corporation.

Section 2.8. List of Stockholders Entitled to Vote . The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days

prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

Section 2.9. Stock Ledger . The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.8 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

III.

DIRECTORS

Section 3.1. General Powers . The business and affairs of the Corporation shall be managed and controlled by or under the direction of the Board of Directors. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 3.2. Number and Election of Directors . The Board of Directors shall consist of at least one (1) and no more than fifteen (15) members. The exact number of directors shall be determined by resolution of the Board of Directors, and the initial number of directors shall be three (3). Except as provided in Section 3.3 of this Article III, directors shall be elected by a plurality of the votes cast at annual meetings of stockholders, and each director so elected shall hold office until the next annual meeting and until his successor is duly elected and qualified, or until his earlier resignation or removal; provided , however , that unless otherwise provided by the Certificate of Incorporation or these By-Laws, or as otherwise may be agreed in a written agreement among the Corporation and the stockholders, any director or the entire Board of Directors may be removed, either with or without cause, from the Board of Directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat. Any director may resign at any time by serving written notice of such resignation on the President or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the President or Secretary. Directors need not be stockholders.

Section 3.3. Vacancies . Except as provided in the Certificate of Incorporation, or as otherwise may be agreed in a written agreement among the Company and the stockholders, vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until his successor is duly elected and qualified or until his earlier resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by law.

Section 3.4. Place of Meetings . The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware.

Section 3.5. Regular Meetings . The Board of Directors shall hold a regular meeting, to be known as the annual meeting, immediately following each annual meeting of the stockholders. Other

regular meetings of the Board of Directors shall be held at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 3.6. Special Meetings . Special meetings of the Board of Directors may be called by a majority of the directors then in office or the President.

Section 3.7. Notice of Meetings . Notice of any regular or special meeting of directors shall be given to each director by the Secretary or by the director(s) calling the meeting. The notices of all meetings shall state the place, date, hour and purpose(s) of the meeting. Notice shall be duly given to each director (i) by giving notice to such director in person or by telephone or (ii) by sending a telegram, facsimile or email, or delivering written notice by hand, to his last known business or home address, in each case, at least two (2) days in advance of either a regular meeting or a special meeting.

Section 3.8. Quorum . Except as may be otherwise specifically provided by law, the Certificate of Incorporation, or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.9. Organization . The Chairman of the Board of Directors, if elected, shall act as chairman at all meetings of the Board of Directors. If a Chairman of the Board of Directors is not elected or, if elected, is not present, the President, or if the President is not present, a director chosen by a majority of the directors present, shall act as chairman at meetings of the Board of Directors.

Section 3.10. Committees . The Board of Directors may, by resolution passed by a majority of the Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation (including the power to authorize the seal of the Corporation to be affixed to all papers which may require it), subject to such restrictions as may be contained in the Certificate of Incorporation or the DGCL. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 3.11. Action without Meeting . Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 3.12. Attendance by Telephone . Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by

means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.13. Compensation of Directors . Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of Directors may from time to time determine. No such payment shall preclude any director from serving the Corporation or any of its parent or subsidiary corporations or any of its stockholders in any other capacity and receiving compensation for such service.

IV.

OFFICERS

Section 4.1. Enumeration . The officers of the Corporation shall be chosen by the Board of Directors and may include a Chairman of the Board of Directors, a President, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Chairmen, one or more Senior or other Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall deem appropriate. Any number of offices may be held by the same person unless the Certificate of Incorporation or these By-Laws otherwise provide. The officers of the Corporation need not be stockholders of the Corporation and, except in the case of the Chairman of the Board of Directors or any Vice Chairmen of the Board of Directors, need not be directors of the Corporation.

Section 4.2. Term of Office . The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 4.3. Chairman of the Board of Directors . The Chairman of the Board of Directors, if any, when elected, shall have general supervision, direction and control of the business and affairs of the Corporation, subject to the control of the Board of Directors, shall preside at meetings of stockholders and shall have such other functions, authority and duties as customarily appertain to the Chairman of the Board of Directors of a business corporation or as may be prescribed by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors. If there is no President, the Chairman of the Board of Directors shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 4.4 of this Article IV.

Section 4.4. President . Subject to the supervisory powers of the Chairman of the Board of Directors, if there be one, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at

all meetings of the stockholders and, in the absence of the Chairman of the Board of Directors, or if there be none, at all meetings of the Board of Directors. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

Section 4.5. Vice President . At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 4.6. Secretary . The Secretary shall keep a record of all proceedings of the stockholders of the Corporation and of the Board of Directors, and shall perform like duties for the standing committees when required by the Board of Directors. The Secretary shall give, or cause to be given, notice, if any, of all meetings of the stockholders and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors or the President. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or in the absence of the Secretary any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary or an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest such affixing of the seal. The Secretary shall also keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder, sign with the President, or Vice President, certificates for shares of the Corporation, the issuance of which shall be authorized by resolution of the Board of Directors, and have general charge of the stock transfer books of the Corporation.

Section 4.7. Assistant Secretary . The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board of Directors, the President or the Secretary.

Section 4.8. Treasurer . The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board of Directors, the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board of Directors or the President.

Section 4.9. Assistant Treasurer . The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors, the Chairman of the Board of Directors, the President or the Treasurer.

Section 4.10. Other Officers . The President or Board of Directors may appoint other officers and agents for any group, division or department into which this Corporation may be divided by the Board of Directors, with titles as the President or Board of Directors may from time to time deem appropriate. All such officers and agents shall have such tenure and exercise such authority as the President or Board of Directors may specify. All appointments made by the President hereunder and all the terms and conditions thereof must be reported to the Board of Directors.

Section 4.11. Salaries . The salaries of the elected officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation. Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the Corporation.

Section 4.12. Voting Securities Held by the Corporation . Unless otherwise provided by the Board of Directors, powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incidental to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors, may, by resolution, from time to time confer like powers upon any other person or persons.

CERTIFICATES OF STOCK

Section 5.1. Form . Upon the written request by any holder of stock of the Corporation, such holder will be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the Corporation, certifying the number of shares represented by the certificate owned by such stockholder in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were such officer, transfer agent or

registrar at the date of its issue. This provision shall not be amended, and no such purported amendment to this provision shall be effective until all outstanding certificates have been surrendered for cancellation.

Section 5.2. Transfer . Except as otherwise established by rules or regulations adopted by the Board of Directors, upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate of stock or uncertificated shares in place of any certificate therefor issued by the Corporation to the person entitled thereto, cancel the old certificate and record the transaction on its books.

Section 5.3. Replacement . In case of the loss, destruction or theft of a certificate for any stock of the Corporation, a new certificate of stock or uncertificated shares in place of any certificate therefor issued by the Corporation may be issued upon satisfactory proof of such loss, destruction or theft and upon such terms as the Board of Directors may prescribe. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, destroyed or stolen certificate, or his legal representative, to give the Corporation a bond, in such sum and in such form and with such surety or sureties as it may direct, to indemnify the Corporation against any claim that may be made against it with respect to a certificate alleged to have been lost, destroyed or stolen.

Section 5.4. Record Date . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided , however , that the Board of Directors may fix a new record date for the adjourned meeting.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose.

Section 5.5. Beneficial Owners . The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law. The Corporation shall not be required to register any transfer of shares made in violation of any agreement among a stockholder or investor in the Corporation and the Corporation, or recognize as a holder of any such shares any transferee in such a violative transaction.

VI.

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.1. Indemnity . (a) The Corporation shall indemnify, subject to the requirements of subsection (d) of this Section 6.1, any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful, to the fullest extent permitted by law as the same exists or may hereafter be amended; provided that the termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful; provided , further , that, except with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

(b) The Corporation shall indemnify, subject to the requirements of subsection (d) of this Section 6.1, any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

(c) To the extent that a director, officer, employee or agent of the Corporation or a person serving in any other enterprise at the request of the Corporation, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section 6.1, or in defense of any claim, issue or matter therein, the Corporation shall indemnify such

person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this Section 6.1 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section 6.1. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors, or (3) by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses incurred by a director, officer, employee or agent in defending or testifying in a civil, criminal, administrative or investigative action, suit or proceeding shall (in the case of a director or officer of the Corporation) and may (in the case of an employee or agent of the Corporation who is not a director or officer of the Corporation) be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation against such expenses as authorized in this Section 6.1.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 6.1 shall not limit the Corporation from providing any other indemnification or advancement of expenses permitted by law nor shall it be deemed exclusive of any other rights to which any person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding an office, and shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

(g) The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Section 6.1 or otherwise.

(h) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 6.1 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(i) For the purposes of this Section 6.1, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving

at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 6.1 with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(j) This Section 6.1 shall be construed to give the Corporation the broadest power permissible by the DGCL, as it now stands and as heretofore amended.

(k) Any repeal or modification of the foregoing provisions of this Section 6.1 shall not adversely affect any right or protection hereunder of any director, officer, employee or agent of the Corporation in respect of any act or omission occurring prior to the time of such repeal or modification.

Section 6.2. Subrogation . Any director, officer, employee or agent of the Corporation entitled to indemnification, advancement of expenses and/or insurance, in each case pursuant to this Article VI, and that is a director, officer, employee, partner or advisor of any direct or indirect investor in the Corporation or such investor’s affiliates (each such person, an “ Indemnitee ”), may have certain rights to indemnification, advancement of expenses and/or insurance provided by or on behalf of such investor and/or its affiliates (collectively, the “ Indemnitors ”). Notwithstanding anything to the contrary in these By-Laws or otherwise: (i) the Corporation is the indemnitor of first resort (i.e., the Corporation’s obligations to each Indemnitee are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by each Indemnitee are secondary), (ii) the Corporation will be required to advance the full amount of expenses incurred by each Indemnitee and will be liable for the full amount of all liabilities, expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by this Article VI, without regard to any rights each Indemnitee may have against the Indemnitors, and (iii) the Corporation irrevocably waives, relinquishes and releases the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Notwithstanding anything to the contrary in these By-Laws or otherwise, no advancement or payment by the Indemnitors on behalf of an Indemnitee with respect to any claim for which such Indemnitee has sought indemnification or advancement of expenses from the Corporation will affect the foregoing and the Indemnitors will have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Corporation. The Indemnitors are express third party beneficiaries of the terms of this Article VI.

VII.

GENERAL PROVISIONS

Section 7.1. Fiscal Year . The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.2. Corporate Seal . The Board of Directors may provide a corporate seal which shall be in such form as may be approved from time to time by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Notwithstanding the foregoing, no seal shall be required by virtue of this Section 7.2.

Section 7.3. Notices . Whenever written notice or consent is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such

notice or consent may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice or consent shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice or consent may also be given personally or by telegram, facsimile or email.

Section 7.4. Waiver of Notice . Whenever any notice is required to be given under law or the provisions of the Certificate of Incorporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

Section 7.5. Disbursements . All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

VIII.

AMENDMENTS

These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the Board of Directors. The fact that the power to amend, alter, repeal or adopt the By-Laws has been conferred upon the Board of Directors by the Certificate of Incorporation shall not divest or limit the stockholders of the same powers.

IX.

SUBJECT TO CERTIFICATE OF INCORPORATION

These By-Laws and the provisions hereof are subject to the terms and conditions of the Certificate of Incorporation (including any certificates of designations filed thereunder), and in the event of any conflict between these By-Laws and the mandatory provisions of the DGCL or the provisions of the Certificate of Incorporation, such provisions of the DGCL or the Certificate of Incorporation, as the case may be, shall control.

* * * * * * * * *

EXHIBIT 4.1

STOCKHOLDERS AGREEMENT

CALPINE CORPORATION

This STOCKHOLDERS AGREEMENT (this “ Agreement ”) is entered into as of March 8, 2018, by and among Calpine Corporation, a Delaware corporation (the “ Company ”), CPN Management, LP, a Delaware limited partnership (“ CPN Management ”), and each of the other stockholders who become parties hereto from time to time in accordance with the terms hereof (each such individual other than an ECP Stockholder, a “ Non-ECP Stockholder ,” and collectively, the “ Non-ECP Stockholders ”). These parties are sometimes referred to herein individually by name or as a “ Party ” and collectively as the “ Parties .”

RECITALS :

WHEREAS, the ECP Funds (as defined below), Access Industries, Inc., a New York corporation (“ Access ”), CPP Investment Board Private Holdings (3) Inc., a corporation incorporated under the Canada Business Corporations Act (“ CPPIB ”), and John Hancock Life Insurance Company (U.S.A.), a Michigan corporation (“ Hancock ”), are direct and/or indirect limited partners of Volt Parent, LP, a Delaware limited partnership (“ Parent ”);

WHEREAS, Parent is currently the sole holder of the Class A Interests in CPN Management and CPN Management is currently the sole stockholder of the Company;

WHEREAS, the Parties hereto desire to promote their mutual interests by setting forth provisions regarding the election of members of the Company Board, the management of the Company, the ownership and Transfer of shares of Common Stock and certain other matters; and

WHEREAS, capitalized terms used herein without definition elsewhere in this Agreement are defined in Section 9 hereof.

AGREEMENT :

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Board of Directors .

(a) Nomination .

(i) The Parties shall take such action as may be required under applicable law to cause the Board of Directors of the Company (the “ Company Board ”) to initially consist of six (6) directors (the “ Directors ”); provided , however , that the Company Board may be expanded to consist of up to eight (8) Directors as follows: (A) from and after the date on which FERC approval in respect of the Access Second FERC Application (such date, the “ Access FERC Approval Date ”) and until an Access Director Resignation Event (as defined below), the Parties shall take such action

as may be required under applicable law to cause the Company Board to consist of one (1) additional voting Director, and (B) from and after the date on which FERC approval in respect of the CPPIB Second FERC Application is received (such date, the “ CPPIB FERC Approval Date ”) and until a CPPIB Director Resignation Event (as defined below), the Parties shall take such action as may be required under applicable law to cause the Company Board to consist of one (1) additional voting Director. The Parties agree (1) that the ECP Funds shall be entitled to nominate for election to the Company Board four (4) voting Directors (each, an “ ECP Director ”), (2) that from and after the Access FERC Approval Date and until an Access Director Resignation Event, Access shall be entitled to nominate for election to the Company Board one (1) voting Director (the “ Access Director ”), (3) that from and after the CPPIB FERC Approval Date and until a CPPIB Director Resignation Event, CPPIB shall be entitled to nominate for election to the Company Board one (1) voting Director (the “ CPPIB Director ”) and (4) to nominate (x) the Chief Executive Officer of the Company to the Company Board as a voting Director and (y) W. Thaddeus Miller to the Company Board as a non-voting Director (each, a “ Management Director ”).

(ii) Notwithstanding the foregoing, from and after an Access Director Resignation Event solely pursuant to Section 1(b)(ii)(B) , Access shall be entitled at any time to request that the Parties take such action as may be required to enable Access to nominate an Access Director pursuant to Section 1(a)(i) (but only to the extent that Access has, to the extent necessary, obtained FERC approval in respect of the applicable Access Subsequent FERC Application), and such Access Director shall be entitled to serve on the Company Board until a subsequent Access Director Resignation Event.

(iii) Notwithstanding the foregoing, from and after a CPPIB Director Resignation Event solely pursuant to Section 1(b)(iii)(B) , CPPIB shall be entitled at any time to request that the Parties take such action as may be required to enable CPPIB to nominate a CPPIB Director pursuant to Section 1(a)(i) (but only to the extent that CPPIB has, to the extent necessary, obtained FERC approval in respect of the applicable CPPIB Subsequent FERC Application), and such CPPIB Director shall be entitled to serve on the Company Board until a subsequent CPPIB Director Resignation Event.

(b) Removal .

(i) Other than as provided in clause (ii) or (iii) below, the ECP Directors, the Access Director (when nominated and elected to the Company Board pursuant to Section 1(a)(i) or Section 1(a)(ii) ) and the CPPIB Director (when nominated and elected to the Company Board pursuant to Section 1(a)(i) or Section 1(a)(iii) ) shall not be removed, and no Party shall vote to remove any of the forgoing, with or without cause, without the prior written consent of the ECP Funds, Access and CPPIB, respectively.

(ii) The Access Director shall resign if, at any time, (A) Access reduces its indirect (solely to the extent of its direct ownership of Parent) and direct interest in the Company, in the aggregate, to below 7% of the equity interests of the Company due to transfers or sales of Access’ interests in the Company to unaffiliated third parties, (B) Access delivers written notice to the Company that it no longer wants to nominate for election a director to the Company Board, or (C) Access becomes a Defaulting Partner (as defined under the Parent LPA) (an “ Access Director

Resignation Event ”). If the Access Director does not resign upon the occurrence of an Access Director Resignation Event, then either the ECP Stockholders or a majority of the remaining Directors may remove the Access Director from the Company Board.

(iii) The CPPIB Director shall resign if, at any time, (A) CPPIB reduces its indirect (solely to the extent of its direct ownership of Parent) and direct interest in the Company, in the aggregate, to below 7% of the equity interests of the Company due to transfers or sales of CPPIB’s interests in the Company to unaffiliated third parties, (B) CPPIB delivers written notice to the Company that it no longer wants to nominate for election a director to the Company Board, or (C) CPPIB becomes a Defaulting Partner (as defined under the Parent LPA) (a “ CPPIB Director Resignation Event ”). If the CPPIB Director does not resign upon the occurrence of a CPPIB Director Resignation Event, then either the ECP Stockholders or a majority of the remaining Directors may remove the CPPIB Director from the Company Board.

(c) Vacancies . In the event that a vacancy is created on the Company Board at any time by death, disability, retirement, resignation or removal (with or without cause) of an ECP Director, the Access Director (when nominated and elected to the Company Board pursuant to Section 1(a)(i) or Section 1(a)(ii) ) or the CPPIB Director (when nominated and elected to the Company Board pursuant to Section 1(a)(i) or Section 1(a)(iii) ), each Stockholder shall vote all shares of Common Stock owned or held of record by it for the individual designated to fill such vacancy by the ECP Funds, Access and CPPIB, respectively.

(d) Voting Agreement . At each election of Directors of the Company held after the date hereof (or each written consent in lieu thereof), each Stockholder agrees to vote all shares of Common Stock owned or held of record by such Stockholder (i) to elect (or to execute a written consent consenting to the election of) the nominees designated pursuant to Sections Section 1(a) and Section 1(c) above and (ii) not to remove (or to execute a written consent consenting to the removal of) any Director that is not a Management Director other than as permitted by Section 1(b) above. The voting agreements contained herein are coupled with an interest and may not be revoked or amended except as set forth in this Agreement.

(e) Board Observer .

(i) Until (A) Access reduces its indirect (solely to the extent of its direct ownership of Parent) and direct interest in the Company, in the aggregate, to below 5% of the equity interests of the Company due to transfers or sales of Access’ interests in the Company to unaffiliated third parties or (B) Access becomes a Defaulting Partner (as defined under the Parent LPA), Access may elect to have an observer (the “ Access Observer ”) on the Company Board.

(ii) Until (A) CPPIB reduces its indirect (solely to the extent of its direct ownership of Parent) and direct interest in the Company, in the aggregate to below 5% of the equity interests of the Company due to transfers or sales of CPPIB’s interests in the Company to unaffiliated third parties or (B) CPPIB becomes a Defaulting Partner (as defined under the Parent LPA), CPPIB may elect to have up to two (2) observers (each a “ CPPIB Observer ”) on the Company Board; provided that, for so long as the CPPIB Director is serving on the Company Board, CPPIB may elect to have only one (1) CPPIB Observer on the Company Board (subject in any event to clauses (A) and (B)).

(iii) Until (A) Hancock reduces its indirect (solely to the extent of its direct ownership of Parent) and direct interest in the Company, in the aggregate, to below 4.6% of the equity interests of the Company due to transfers or sales of Hancock’s interests in the Company to unaffiliated third parties or (B) Hancock becomes a Defaulting Partner (as defined under the Parent LPA), Hancock may elect to have an observer (the “ Hancock Observer ” and, together with the Access Observer, the CPPIB Observers and any other Person appointed as an observer on the Company Board, the “ Observers ”) attend one (1) meeting of the Company Board annually, with the meeting of the Company Board to be attended by the Hancock Observer in each such year to be determined in the sole discretion of the ECP Stockholders.

(iv) The Company shall (A) give the Access Observer and each CPPIB Observer notice of all such meetings, at the same time as furnished to the Directors, (B) provide to the Observers all notices, documents and information furnished to the Directors, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such Directors, (C) notify the Access Observer and each CPPIB Observer of, and permit such Observers to participate by telephone in, emergency meetings of the Company Board and (D) provide the Observers copies of the minutes of all such meetings at the time such minutes are furnished to the Directors. The Company shall give the Hancock Observer notice of the meeting of the Company Board to be attended by such Observer annually, at the same time as furnished to the Directors.

(v) Notwithstanding the foregoing, Access, CPPIB and Hancock each acknowledge and agree that the Company Board reserves the right to (A) withhold notice of any meeting of the Company Board or any materials provided in connection with any meeting or otherwise to any or all of the Observers, (B) exclude any or all the Observers from any meeting or portion thereof and (C) redact portions of any Company Board materials delivered to any or all the Observers, in each case, if the Company Board determines in good faith (without the participation of the Observers) that such withholding of notice or materials, exclusion or redaction would or may be reasonably necessary: (1) to preserve attorney-client, work product or similar privilege, (2) to comply with applicable law, (3) to comply with the terms of any confidentiality obligations, (4) if the Company Board determines that there exists, with respect to the subject of a meeting or of the Company Board materials, an actual or potential conflict of interest between Access, CPPIB, Hancock or any of the Observers and the Company or its subsidiaries or (5) take such actions as otherwise set forth in any other agreement with Access, CPPIB or Hancock, as applicable.

(vi) Parent may appoint additional Observers from time to time, and such Observers shall be subject to the terms set forth in clauses (iv) and (v) above, as applicable.

(f) Governance Expenses . The Company shall reimburse its Directors and the Observers for reasonable travel, lodging and related expenses incurred in connection with meetings of the Company Board or otherwise in service as a Director or Observer.

(g) Size of Board . Until each of an Access Director Resignation Event and a CPPIB Director Resignation Event, the Company Board and the Company shall take all necessary action to ensure that, unless otherwise consented to by Access (prior to an Access Director

Resignation Event), CPPIB (prior to a CPPIB Director Resignation Event) and the ECP Funds, the Board shall consist of not more than eight (8) Directors.

(h) Acknowledgment . Each of Access, CPPIB, Hancock and any additional Observer appointed by Parent pursuant to Section 1(e)(vi) above is an express and intended third party beneficiary for purposes of this Section 1 .

Section 2. Transfer Restrictions .

(a) Each Non-ECP Stockholder hereby agrees that (i) he or she shall not Transfer any shares of Common Stock without the prior written consent of the Company, which consent shall have been authorized by a majority of the members of the Company Board and which consent may be (A) withheld in the sole discretion of the Company Board, or (B) given subject to reasonable terms and conditions determined by the Company Board in its sole discretion; provided that no such consent of the Company shall be required in connection with a Transfer permitted by Section 2(d) below, and (ii) the consummation of any Transfer consented to by the Company or any Transfer pursuant to Section 2(d)(ii) shall be conditioned upon the absence of any violation of this Agreement, the Securities Act or the securities laws of any state resulting therefrom, and the Non-ECP Stockholders shall, if requested by the Company, deliver to the Company an opinion of counsel, in form and substance reasonably satisfactory to the Company and counsel for the Company, to the effect that the Transfer is not in violation of this Agreement, the Securities Act, or the securities laws of any state; provided that no such opinion shall be required in connection with a Transfer permitted by Section 2(d)(ii) . Any purported Transfer in violation of the provisions of this Section 2(a) shall be null and void and shall have no force or effect.

(b) Notwithstanding the foregoing but subject to Section 2(c) below, Section 2(a) shall not prevent, and Section 2(a) shall not apply to, the Transfer of any shares of Common Stock by any Non-ECP Stockholder to (i) the Company; or (ii) (A) any member of such Non-ECP Stockholder’s immediate family or lineal descendants of such Non-ECP Stockholder (the “ Permitted Family Members ”), (B) trusts for the benefit of such Non-ECP Stockholder or Permitted Family Members, and (C) upon such Non-ECP Stockholder’s death, such Non-ECP Stockholder’s executors, administrators, testamentary trustees, legatees and beneficiaries; provided that, in the case of subclause (A) and (B), the Non-ECP Stockholder retains the sole and exclusive right to vote and dispose of any shares of Common Stock transferred to the Permitted Family Member or trust (each such person and entity described in clauses (i) and (ii) a “ Permitted Transferee ” and collectively, the “ Permitted Transferees ”). All spouses of Non-ECP Stockholders who reside in a community property state shall be required to execute and deliver a Spousal Consent and Acknowledgment to the Company in the form attached hereto as Exhibit B (and each Non-ECP Stockholder agrees that, prior to changing such Non-ECP Stockholder’s state of residence to a community property state, such Non-ECP Stockholder’s spouse shall be required to execute and deliver such Spousal Consent and Acknowledgment to the Company to evidence such spouse’s agreement and consent to be bound by the terms and conditions of this Agreement as to such spouse’s interest, whether as community property or otherwise, in any such Non-ECP Stockholder’s shares of Common Stock and/or options to purchase shares of Common Stock).

(c) In addition to the restrictions set forth elsewhere in this Agreement, any Transfer of shares of Common Stock by a Non-ECP Stockholder to a transferee shall be permitted only if the transferee shall agree in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption reasonably satisfactory in form and substance to the Company Board. Upon the execution of the instrument of assumption by such transferee, such transferee shall be deemed to be a Non-ECP Stockholder for all purposes of this Agreement.

(d) Notwithstanding anything to the contrary in this Agreement, (i) Volt Holdings shall be permitted to grant Encumbrances in and upon its shares of Common Stock that it owns directly, and its direct and indirect rights, title and interest therein, to and under this Agreement and the proceeds of the foregoing (collectively, the “ Encumbered Interests ”) to one or more lenders, arrangers, issuing banks, agents and other financing parties providing debt financing to Volt Holdings (collectively, “ Financing Sources ”) without the consent of the Company Board or the Company, and each Stockholder agrees that any such Encumbrance shall not constitute a Transfer hereunder, and (ii) subject to Section 2 , Section 3 and Section 4 , such Financing Sources shall in no event be restricted by this Agreement from exercising rights and remedies, including any foreclosure, deed in lieu of foreclosure or sale, with respect to such Encumbered Interests in accordance with the definitive financing documents for such debt financing.

(e) Repurchase Rights .

(i) Repurchase Right . With respect to all shares of Common Stock held by any Non-ECP Stockholder and his or her Permitted Transferees, the Company shall have the option to repurchase any shares of Common Stock held by the Non-ECP Stockholder or his or her Permitted Transferees (the “ Repurchase Right ”) exercisable any time during the period commencing on the date of a Repurchase Trigger (as defined in the CPN Management LPA) until the Initial Repurchase Deadline (as defined in the CPN Management LPA). The Repurchase Right shall be exercised by written notice to the Non-ECP Stockholder given in accordance with Section 8(g) of this Agreement (a “ Repurchase Notice ”) on or prior to the Repurchase Deadline. The repurchase price payable by the Company to repurchase the shares of Common Stock upon exercise of the Repurchase Right shall be the Repurchase Price (as defined in the CPN Management LPA). The Repurchase Right may be exercised more than once and may be exercised with respect to some or all of the shares of Common Stock outstanding on the date of any Repurchase Notice (including repurchasing only such Common Stock that are subject to purchase at a lower Repurchase Price), and any Common Stock subject to repurchase hereunder may be purchased at different Repurchase Prices.

(ii) Subject to Section 2(e)(v) , the repurchase of shares of Common Stock pursuant to the exercise of a Repurchase Right shall take place on a date specified by the Company, but in no event following the later of (A) the sixtieth (60th) day following the date of the Repurchase Notice and (B) if applicable, the tenth (10th) day following the receipt by the Company of all necessary governmental approvals. On such date, the Non-ECP Stockholder or his or her Permitted Transferees shall transfer the shares of Common Stock subject to the Repurchase Notice to the Company, free and clear of all liens and encumbrances, by delivering the certificates representing the shares of Common Stock to be purchased, duly endorsed for transfer to the Company, or accompanied by a stock power duly executed in blank, and the Company shall pay to the Non-ECP

Stockholder and his or her Permitted Transferees, as applicable, the Repurchase Price. The Non-ECP Stockholder shall use all commercially reasonable efforts to assist the Company in order to expedite all proceedings described in this Section 2(e) .

(iii) Form of Consideration . Subject to Section 2(e)(v) , the Company may pay the Repurchase Price for such Common Stock by delivery of funds deposited into an account designated by such Non-ECP Stockholder, a bank cashier’s check, a certified check or a company check of the Company for the Repurchase Price. Notwithstanding anything to the contrary in this Agreement, the Company may deduct and withhold from the amounts otherwise payable pursuant to this Agreement such amounts as necessary to comply with the Code, or any other provision of applicable law, with respect to the making of such payment.

(iv) Release . As a condition of any repurchase of Common Stock under this Section 2(e) , the Non-ECP Stockholder will be required to execute a release in favor of CPN Management and its Partners (as defined in the CPN Management LPA) and Affiliates, releasing CPN Management and its Partners and Affiliates from all liabilities to such Non-ECP Stockholder.

(v) Repurchase Disability .

(A) Notwithstanding anything to the contrary herein, except as otherwise provided by Section 2(e)(v)(B) , the Company shall not be permitted to purchase any Common Stock upon exercise of the Repurchase Right if CPN Management (or its general partner) determines that: (1) the purchase of such Common Stock would render the Company or its subsidiaries unable to meet their obligations in the ordinary course of business taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the Company or any of its subsidiaries, including any proposed acquisition of any other entity by the Company or any of its subsidiaries, (2) the Company is prohibited from purchasing Common Stock by applicable law restricting the purchase by an entity of its own equity securities, or (3) the purchase of Common Stock would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party (the “ Financing Documents ”) or the Company or any of its subsidiaries is not able to obtain the requisite consent of any of its senior lenders to effect the purchase of the Interests. The events described in (1) through (3) above each constitute a “ Repurchase Disability .”

(B) Except as otherwise provided in Section 2(e)(v)(C) , in the event a Repurchase Disability shall occur, the Company shall notify in writing such Non-ECP Stockholder (such notice, a “ Disability Notice ”). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter purchase the Common Stock described in the Disability Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to purchase such Common Stock while any Repurchase Disabilities continue to exist). In the event that the Company suspends its obligations to purchase such Common Stock pursuant to a Repurchase Disability, (1) the Company shall provide written notice to such Non-ECP Stockholder as soon as practicable after all

Repurchase Disabilities cease to exist (the “ Reinstatement Notice ”); (2) the Repurchase Price, if applicable, of such Common Stock shall be determined as of the date the Reinstatement Notice is delivered to such Non-ECP Stockholder; and (3) the redemption shall occur on a date specified by CPN Management within ten (10) days following the later of (x) the date the Reinstatement Notice is delivered to such Non-ECP Stockholder and (y) if applicable, the date of the determination of the Repurchase Price of the Common Stock to be repurchased.

(C) Notwithstanding Section 2(e)(v)(A) and (B) , if (x) the Company has exercised the Repurchase Right and (y) a Repurchase Disability shall occur, then, in the sole discretion of CPN Management, CPN Management may cause the Company to purchase such Common Stock, and, in lieu of cash consideration, issue a promissory note to the Non-ECP Stockholder in the amount of the Repurchase Price, the terms of which promissory note shall be acceptable to the Company’s senior lenders and shall not result in a breach or violation of any of the Financing Documents. The promissory note shall (1) bear simple interest at the Prime Rate (as defined in the CPN Management LPA) as published in the Wall Street Journal on the date such payment is due and owing from such date to the date such payment is made and (2) have such other reasonable terms and conditions as may be determined by CPN Management. All payments of interest accrued under the promissory note shall be paid only at the date of payment by the Company of the principal amount of such promissory note.

Section 3. Drag-Along Rights .

(a) If CPN Management (the “ Drag-Along Transferor ”) at any time, or from time to time, in one transaction or a series of related transactions, proposes to Transfer shares of Common Stock (or rights to acquire Common Stock) to one or more non-Affiliate Persons other than to any other Stockholder (collectively, a “ Drag-Along Transferee ”) and such Transfer would constitute a Transfer of at least 50% of the shares of Common Stock or a Change in Control (a “ Drag-Along Sale” ), then the Drag-Along Transferor shall have the right (a “ Drag-Along Right ”), but not the obligation, to require each other Stockholder to tender for purchase to the Drag-Along Transferee a number of shares of Common Stock (including shares of Common Stock issuable upon exercise of any vested options to purchase Common Stock (“ Vested Options ”) and any options that vest as a result of the consummation of the Transfer to the Drag-Along Transferee) that, in the aggregate, equal the number derived by multiplying (A) the total number of shares of Common Stock owned by the Stockholder (including shares of Common Stock issuable in respect of all Vested Options held by the Stockholder whether or not exercised and including any options that vest as a result of the consummation of the Transfer to the Drag-Along Transferee) by (B) a fraction, the numerator of which is the total number of shares of Common Stock to be sold by the Drag-Along Transferor in connection with the transaction or series of related transactions and the denominator of which is the total number of the then outstanding shares of Common Stock (including shares issuable upon the exercise of rights to acquire Common Stock) held by the Drag-Along Transferor.

(b) If the Drag-Along Transferor elects to exercise its Drag-Along Right under this Section 3 with respect to the shares of Common Stock held by the Stockholders, the Drag-

Along Transferor shall notify each Stockholder in writing (collectively, the “ Drag-Along Notices ”). Each Drag-Along Notice shall set forth: (i) the name and address of the Drag-Along Transferee, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Drag-Along Transferee, (iii) the expected closing date of the proposed Drag-Along Sale, and (iv) a summary of any other material terms pertaining to the Transfer (“ Third Party Terms ”). The Drag-Along Notices shall be given at least thirty (30) days before the expected closing of the proposed Transfer.

(c) Upon the giving of a Drag-Along Notice, each Stockholder shall (i) be obligated to sell the number of shares of Common Stock and Vested Options determined pursuant to Section 3(a) on the Third Party Terms at the same time and for the same price of the Common Stock and on no worse terms in any material respect (subject to any applicable legal, tax and accounting differences among the Stockholders and the Drag-Along Transferor) applicable to the Common Stock being Transferred by the Drag-Along Transferor in such Drag-Along Sale; provided that (A) in the event of a Drag-Along Sale, each Stockholder acknowledges and agrees that it shall be entitled to the same form of consideration, unless otherwise elected by such Stockholder, as the Drag-Along Transferor, (B) at the request of the Drag-Along Transferee, all or a portion of the purchase price payable to the Stockholders in connection with a Drag-Along Sale may be held back in an escrow account (on a pro rata basis among the Stockholders based on the aggregate number of shares of Common Stock to be Transferred in such Drag-Along Sale) for the purpose of satisfying such Stockholders’ obligations under the applicable documents relating to the Drag-Along Sale, including indemnity obligations, and (C) in the case of any shares of Common Stock issuable upon the exercise of Vested Options, the Drag-Along Transferor may require a Drag-Along Transferee to exercise such Vested Options, in whole or in part, prior to or simultaneously with the closing of the Transfer(s) described in Section 3(a) , (ii) execute such documents and make such representations, warranties, covenants, indemnities and agreements as are (and when) executed and made by the Drag-Along Transferor in connection with such Transfer and will take and cause its Affiliates to take, any and all other actions as may be reasonably necessary or advisable to consummate the Drag-Along Sale; provided that (A) other than for fraud by such Stockholder, the maximum amount of a Stockholder’s liability in a Drag-Along Sale will be no greater than the consideration that such Stockholder actually receives in such Drag-Along Sale, (B) any indemnification obligations will be several and not joint to the extent that any amount of consideration held in escrow is exhausted and will be apportioned on a pro rata basis (based on the aggregate consideration to be received by each such Stockholder in such Drag-Along Sale) as among the Drag-Along Transferor and the Stockholders, other than, in each case, with respect to representations, warranties and covenants relating to, and made individually by, a Stockholder (which representations and warranties shall be limited to title, organization, authority, execution, no conflicts and broker’s fees) and (C) no Stockholder shall be obligated to provide any post-Closing restrictive covenants (other than customary confidentiality restrictions) in connection with the Drag-Along Sale, (iii) consent to and raise no objections against the Drag-Along Sale or the process pursuant to which the Drag-Along Sale was arranged, (iv) waive any dissenter’s rights and other similar rights, (v) take all actions reasonably required, desirable or requested by the Drag-Along Transferor to consummate such Drag-Along Sale, (vi) comply with the terms of the documentation relating to the Drag-Along Sale and (vii) use commercially reasonable efforts to cause the Company to facilitate and take the actions described in this Section 3(c) .

(d) At the closing of the Transfer to any Drag-Along Transferee pursuant to this Section 3 , the Drag-Along Transferee shall remit to the Stockholder the consideration for the total sales price of the Common Stock and unexercised Vested Options held by the Stockholder sold pursuant hereto, minus any consideration to be escrowed or otherwise held back in accordance with the Third Party Terms, and minus the aggregate exercise price of any unexercised Vested Options being Transferred by the Stockholder to the Drag-Along Transferee, against delivery by the Stockholder of certificates for Common Stock, duly endorsed for Transfer or with duly executed stock powers and, as applicable, an instrument evidencing the transfer or the cancellation of the unexercised Vested Options subject to the Drag-Along Right reasonably acceptable to the Company, and the compliance by the Stockholder with any other conditions to closing generally applicable to the Drag-Along Transferor and all other holders of Common Stock selling shares in the transaction.

(e) All reasonable costs and expenses incurred by the Drag-Along Transferor and the Company in connection with any proposed Drag-Along Sale, whether or not consummated (including all attorneys’ fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions) (“ Transaction Expenses ”), shall be paid by the Company or its subsidiaries. For the avoidance of doubt, it is understood that this Section 3(e) shall not prevent any Drag-Along Sale to be structured in a manner such that some or all of the Transaction Expenses result in a pro rata reduction in the consideration received by the Stockholders in such Drag-Along Sale.

(f) This Section 3 shall terminate upon the consummation of an Initial Public Offering.

Section 4. Tag-Along Rights .

(a) If CPN Management (the “ Tag-Along Transferor ”) at any time proposes to Transfer shares of Common Stock (or rights to acquire Common Stock) in a single Transfer or a series of related Transfers, and such Transfer(s) would constitute a Transfer of at least 50% of the shares of Common Stock or a Change in Control, to one or more non-Affiliate Persons other than (A) to any other Stockholder, (B) in connection with any Parent Distribution (as defined under the CPN Management LPA) or (c) in connection with a Transfer permitted by Section 2(d) (collectively, a “ Tag-Along Transferee ”), then each Non-ECP Stockholder (each a “ Tagging Stockholder ”) shall have the right (the “ Tag-Along Right ”) to require that the proposed Tag-Along Transferee purchase from such Tagging Stockholder (a “ Tag-Along Sale ”) up to the number of shares of Common Stock (including any shares of Common Stock issuable upon the exercise of Vested Options (including options that vest as a result of the consummation of the Transfer to the Tag-Along Transferee)) equal to the number derived by multiplying (i) the total number of shares of Common Stock that the proposed Tag-Along Transferee has agreed or committed to purchase by (ii) a fraction, the numerator of which is the total number of shares of Common Stock (including any shares of Common Stock issuable upon the exercise of Vested Options (including options that vest as a result of the consummation of the Transfer to the Tag-Along Transferee)) owned by the Tagging Stockholder, and the denominator of which is the aggregate number of shares of Common Stock issued and outstanding (including shares issuable upon the exercise of rights to acquire Common Stock). Neither the Tag-Along Transferor nor any Affiliate of the Tag-Along Transferor shall have any liability to any Tagging Stockholder or the Company arising from, relating to or in connection with

the pursuit, consummation, postponement, abandonment or terms and conditions of any such Tag-Along Sale, except to the extent such Tag-Along Transferor shall have failed to comply with the provisions of this Section 4(a) and a Tag-Along Sale otherwise occurs.

(b) The Tag-Along Transferor shall notify each Tagging Stockholder in writing in the event such Tag-Along Transferor proposes to make a Transfer or series of Transfers giving rise to a Tag-Along Right at least thirty (30) days prior to the date on which the Tag-Along Transferor expects to consummate such Transfer (the “ Sale Notice ”) which notice shall specify (i) the name and address of the Tag-Along Transferee, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Tag-Along Transferee, (iii) the expected closing date of the proposed Tag-Along Sale, and (iv) any other material terms of the proposed Tag-Along Sale. The Tag-Along Right may be exercised by any Tagging Stockholder by delivery of an irrevocable written notice to the Tag-Along Transferor (the “ Tag-Along Notice ”) within ten (10) Business Days following delivery of the Sale Notice from the Tag-Along Transferor. The Tag-Along Notice shall state the number of shares of Common Stock (including any shares of Common Stock issuable upon the exercise of Vested Options (including options that vest as a result of the consummation of the Transfer to the Tag-Along Transferee)) that the Tagging Stockholder proposes to include in such Transfer to the proposed Tag-Along Transferee (not to exceed the number as determined above); provided that, in the case of any shares of Common Stock issuable upon the exercise of Vested Options, the Tag-Along Transferor may require a Tagging Stockholder to exercise such Vested Options, in whole or in part, prior to or simultaneously with the closing of the Transfer(s) described in Section 4(a) . Following such ten (10)-Business Day period, each Tagging Stockholder that has delivered a Tag-Along Notice shall be entitled to sell to the Tag-Along Transferee on the terms and conditions set forth in the Sale Notice, concurrently with the Tag-Along Transferor and other Tagging Stockholders electing to participate in such Tag-Along Sale. Any Tagging Stockholder that has not notified the Tag-Along Transferor of its intent to exercise Tag-Along Rights within the period of time specified in this Section 4(b) will be conclusively deemed to have elected not to exercise such Tag-Along Rights with respect to the Transfer contemplated by such notice.

(c) In connection with any Tag-Along Sale, each Tagging Stockholder who elects to participate in the Tag-Along Sale shall (i) be obligated to sell the number of shares of Common Stock and Vested Options set forth in each Tagging Stockholder’s Tag-Along Notice at the same time and for the same price of the Common Stock and on no worse terms in any material respect (subject to any applicable legal, tax and accounting differences among the Tagging Stockholders and the Tag-Along Transferor) applicable to the Common Stock being Transferred by the Tag-Along Transferor in such Tag-Along Sale; provided that (A) in the event of a Tag-Along Sale, each Tagging Stockholder acknowledges and agrees it shall be entitled to the same form of consideration, unless otherwise elected by such Tagging Stockholder, as the Tag-Along Transferor and (B) at the request of the Tag-Along Transferee, all or a portion of the purchase price payable to the Tagging Stockholder in connection with a Tag-Along Sale may be held back in an escrow account (on a pro rata basis among the Tag-Along Transferor and the Tagging Stockholders based on the number of shares of Common Stock to be Transferred in such Tag-Along Sale) for the purpose of satisfying such Tagging Stockholder’s obligations under the applicable documents relating to the Tag-Along Sale, including indemnity obligations, (ii) execute such documents and make such representations, warranties, covenants, indemnities ( provided , that (A) any indemnification obligations will be several and not

joint to the extent that any amount of the consideration held in escrow is exhausted and will be apportioned on a pro rata basis among the Tag-Along Transferor and the Tagging Stockholders (based on the aggregate consideration to be received by such Tag-Along Transferor and Tagging Stockholders in such Tag-Along Sale), other than with respect to representations, warranties and covenants relating to, and made individually by, the Tag-Along Transferor (which representations and warranties shall be limited to title, organization, authority, execution, no conflicts and broker’s fees) and (B) no Tagging Stockholder shall be obligated to provide any post-Closing restrictive covenants (other than customary confidentiality restrictions) in connection with the Tag-Along Sale) and agreements as are (and when) executed and made by the Tag-Along Transferor in connection with such Transfer and will take and cause its Affiliates to take, any and all other actions as may be reasonably necessary or advisable to consummate the Tag-Along Sale, (iii) consent to and raise no objections against the Tag-Along Sale or the process pursuant to which the Tag-Along Sale was arranged, (iv) waive any dissenter’s rights and other similar rights, (v) take all actions reasonably required, desirable or requested by the Tag-Along Transferor to consummate such Tag-Along Sale, (vi) comply with the terms of the documentation relating to the Tag-Along Sale and (vii) use commercially reasonable efforts to cause the Company to facilitate and take the actions described in this Section 4(c) .

(d) At the closing of the Transfer to any Tag-Along Transferee pursuant to this Section 4 , the Tag-Along Transferee shall remit to each Tagging Stockholder who exercised his or her Tag-Along Right the consideration for the total sales price of the Common Stock and unexercised Vested Options held by the Tagging Stockholder sold pursuant hereto, minus any such consideration to be escrowed or otherwise held back in accordance with the Third Party Terms, and minus the aggregate exercise price of any unexercised Vested Options being Transferred by the Tagging Stockholder to the Tag-Along Transferee, against delivery by the Tagging Stockholder of certificates for Common Stock, duly endorsed for Transfer or with duly executed stock powers and an instrument evidencing the transfer or the cancellation of the Vested Options subject to the Tag-Along Right reasonably acceptable to the Company, and the compliance by the Tagging Stockholder with any other conditions to closing generally applicable to the Tag-Along Transferor and all other holders of Common Stock selling shares in the transaction.

(e) To the extent not covered by the proposed Tag-Along Transferee, all costs and expenses of the Tag-Along Transferor incurred for the benefit of both the Tag-Along Transferor and the Tagging Stockholder in connection with the Tag-Along Sale shall be borne on a pro rata basis (based on the aggregate consideration to be received by the Tag-Along Transferor and Tagging Stockholders in such Tag-Along Sale).

(f) In the event that the Tag-Along Sale contemplated by a Sale Notice has not been completed within 120 days after the delivery of the Sale Notice for such Tag-Along Sale (subject to extension to the extent necessary to obtain required governmental or other approvals), then such Sale Notice shall be null and void, each Tagging Stockholder that elected to participate in the Tag-Along Sale and delivered a Tag-Along Notice shall be released from its obligations under such Tag-Along Notice and it shall be necessary for a separate Sale Notice to be furnished by the Tag-Along Transferor, and the other terms and provisions of this Section 4 separately complied with, in order to consummate such Tag-Along Sale pursuant to this Section 4 . All costs and expenses of the Tag-Along Transferor incurred for the benefit of both the Tag-Along Transferor and the

Tagging Stockholders in connection with such failed Tag-Along Sale shall be borne on a pro rata basis (based on the aggregate consideration to have been received by the Tag-Along Transferor and Tagging Stockholders in such Tag-Along Sale).

(g) If there is a material change to the economic terms contained in the Sale Notice, then the Tag-Along Transferor shall promptly notify each Tagging Stockholder thereof and each Tagging Stockholder may revoke its Tag-Along Notice by providing the Tag-Along Transferor an irrevocable written notice of such revocation within 5 calendar days of delivery of written notice of such material change, and the Tag-Along Transferor shall not consummate such Tag-Along Sale unless such Tag-Along Transferor has again complied with this Section 4 (including the provision of a new Sale Notice to each Tagging Stockholder) with respect to such Tag-Along Sale, as so changed.

(h) This Section 4 shall terminate upon the earlier of (a) the consummation of an Initial Public Offering and (b) the eighth anniversary of date hereof.

Section 5. Cooperation . If the Company or the holders of the Company’s securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated under the Securities Act may be available with respect to the negotiation or transaction (including a merger, consolidation, or other reorganization), each Stockholder shall, if requested by the Company, appoint a purchaser representative (as defined in Rule 501 of the Securities Act) reasonably acceptable to the Company. If the purchaser representative is designated by the Company, the Company shall pay the fees of the purchaser representative, but if any Stockholder appoints another purchaser representative, the Stockholder shall be responsible for the fees of the purchaser representative so appointed.

Section 6. Termination . This Agreement shall terminate on the first to occur of:

(a) twelve (12) months following the date on which the Company consummates an Initial Public Offering;

(b) the complete liquidation of the Company or an agreement for the sale by the Company of all or substantially all of the Company’s assets; or

Section 7. Preemptive Rights .

(a) The Company hereby grants to each Stockholder other than the Non-ECP Stockholders the right to purchase, in accordance with the procedures set forth in this Section 7 , such Stockholder’s pro rata portion of any New Securities (as defined below) which the Company may propose to sell and issue. A Stockholder’s pro rata portion, for purposes of this Section 7 , is the ratio of (i) the aggregate shares of Common Stock held by such Stockholder immediately prior to any proposed issuance and sale to (ii) the aggregate shares of Common Stock issued and outstanding immediately prior to such proposed issuance and sale. As used herein, “ New Securities ” will mean shares of Common Stock or other equity securities of or profits interests in the Company, whether now or hereinafter authorized, and any right, option, warrant or security of any kind

whatsoever that is, or may become, convertible into or exchangeable for such shares of Common Stock or other equity securities of the Company; provided , however, that the preemptive right provided by this Section 7 will apply to the issuance of the right, warrant, option or convertible or exchangeable security or right and not to the issuance of shares of Common Stock or other securities issuable upon conversion, exchange or exercise thereof; and provided, further, that the term “New Securities” will not include the issuance of shares of Common Stock or other securities (i) in connection with a debt financing or issuance of debt securities of the Company, (ii) to officers, employees, directors, third-party consultants or other third-party service providers of the Company or its subsidiaries pursuant to any option or other equity compensation plans in connection with such Person’s employment or consulting arrangements or other service relationship with the Company or its subsidiaries, (iii) in connection with any initial public offering of the equity securities of the Company or the equity securities of a Person formed pursuant to a Reorganization Transaction (as defined in the Parent LPA) or (iv) by reason of any subdivision (by split, distribution in kind, recapitalization or otherwise).

(b) In the event the Company proposes to issue New Securities, it will give each Stockholder (other than the Non-ECP Stockholders) written notice of its intention, describing the type of New Securities, the price and the general terms upon which the Company proposes to issue the same (the “ New Securities Notice ”). Each Stockholder will have ten (10) Business Days from the date of receipt of any such notice to agree to purchase such Stockholder’s pro rata share of such New Securities for the price specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased.

(c) Promptly upon the expiration of the period of ten (10) Business Days following receipt of the New Securities Notice, the Company will, in writing, inform each Stockholder (other than the Non-ECP Stockholders) which elects to purchase all of the New Securities available for purchase by such Stockholder pursuant to the preemptive rights described in Section 7(a) above of the failure of any other Stockholder to likewise purchase all of the New Securities available for purchase pursuant to such preemptive rights. During the period of five (5) days commencing after the receipt of such information, each fully-exercising Stockholder will have the right to elect to purchase up to its pro rata portion of the New Securities not subscribed for by such non-subscribing holders based on the ratio which (i) the aggregate shares of Common Stock owned by the fully-exercising Stockholder bears to (ii) the aggregate shares of Common Stock owned by all fully-exercising Stockholder.

(d) In the event any Stockholder fails to exercise its preemptive rights with respect to all or any part of the portion of the New Securities proposed to be sold by the Company within the periods described above, and no other Stockholder has elected to purchase such New Securities pursuant to the over-subscription option set forth in Section 7(c) above, the Company will have one hundred eighty (180) days thereafter to issue and sell or enter into an agreement to issue and sell the New Securities with respect to which such Stockholder’s rights were not exercised, at a price and on terms no more favorable to the purchaser of such New Securities than those set forth in the New Securities Notice. In the event the Company has not sold such New Securities within such period, the Company will not thereafter issue or sell any New Securities without first re-offering such securities to the Stockholder in the manner provided above.

(e) The election by a Stockholder not to exercise its preemptive rights under this Section 7 in any one instance will not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such New Securities by the Company without first giving the Stockholder the rights described in this Section 7 will be void and of no force and effect.

(f) Notwithstanding anything to the contrary in this Section 7 , in the event that any ECP Stockholders are issued New Securities (an “ ECP Issuance ”), such ECP Issuance may occur prior to undertaking the procedures required by this Section 7 , in which case the Company shall cause such procedures to be undertaken promptly following such ECP Issuance and such other Stockholder’s pro rata share of any New Securities for purposes of compliance with such procedures shall be calculated without taking into account any shares of Common Stock or other equity securities issued to the ECP Stockholders in such ECP Issuance (but the shares of Common Stock or other equity securities held by the ECP Stockholders prior to the ECP Issuance shall be included in any such calculation).

Section 8. Miscellaneous .

(a) Legends . Each certificate representing the shares of Common Stock shall bear the following legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SAID LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.”

“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN A STOCKHOLDERS AGREEMENT BY AND AMONG THE ISSUER AND CERTAIN STOCKHOLDERS OF THE ISSUER INITIALLY DATED AS OF MARCH 8, 2018. A COPY OF SUCH AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(b) Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective legal representatives, heirs, legatees, successors and assigns and shall also apply to any shares of Common Stock acquired by any Non-ECP Stockholder after the date hereof.

(c) Specific Performance . Each Party, in addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, shall be entitled to specific performance of such Party’s rights under this Agreement. Each Party agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by such

Party of the provisions of this Agreement and each Party hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(d) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

(e) Waiver of Jury Trial . EACH PARTY, ON ITS BEHALF AND ON BEHALF OF ITS RESPECTIVE AFFILIATES AND REPRESENTATIVES, AS APPLICABLE, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (II) UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THE AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(E) .

(f) Interpretation . The headings of the Sections contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not affect the meaning or interpretation of this Agreement.

(g) Notices . All notices and other communications provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given and received when delivered by overnight courier or hand delivery, when sent by telecopy, facsimile or email, or five (5) days after mailing if sent by registered or certified mail (return receipt requested) postage prepaid, to the Parties at the following addresses (or at such other address for any Party as shall be specified by like notices; provided that notices of a change of address shall be effective only upon receipt thereof).

(i) If to any ECP Stockholder, addressed to such Person, at:

c/o Energy Capital Partners III, LP

51 JFK Parkway, Suite 200

Short Hills, NJ 07078
Attention: Tyler Reeder

Andy Singer

Email: treeder@ecpartners.com

asinger@ecpartners.com

With a copy (which shall not constitute notice) to:

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Attention: David A. Kurzweil

M. Adel Aslani-Far

Facsimile: (212) 751-4864

Email: david.kurzweil@lw.com

adel.aslanifar@lw.com

If to the Company, addressed to:

Calpine Corporation

c/o Energy Capital Partners III, LP

51 JFK Parkway, Suite 200

Short Hills, NJ 07078
Attention: Tyler Reeder

Andy Singer

Email: treeder@ecpartners.com

asinger@ecpartners.com

With a copy (which shall not constitute notice) to:

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Attention: David A. Kurzweil

M. Adel Aslani-Far

Facsimile: (212) 751-4864

Email: david.kurzweil@lw.com

adel.aslanifar@lw.com

(ii) If to a Non-ECP Stockholder, to the address set forth on the Non-ECP Stockholder’s signature page hereto.

(iii) If to an Involuntary Transferee, to the last known address, facsimile number and email address provided in the Involuntary Transfer Notice.

(h) Recapitalization, Exchange, Etc. Affecting the Company’s Stock . Nothing in this Agreement shall prevent the Company from effecting, and the Parties to this Agreement hereby authorize the Company to effect, any recapitalization, corporate reorganization, “corporate inversion” involving the creation of one or more holding companies and/or holding company subsidiaries, or similar transaction (any such transaction, a “ Reorganization ”). The provisions of this Agreement shall apply, to the full extent set forth herein, with respect to any and all shares of Common Stock and all of the shares of capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets, business combination or otherwise) that may be issued in respect of, in exchange for, or in substitution of such Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations,

recapitalizations, and the like occurring after the date hereof. If the Company Board approves any Reorganization, each Non-ECP Stockholder agrees to consent to and raise no objection to such Reorganization, and to take all actions determined by the Company Board to be necessary and appropriate in connection with the consummation of such Reorganization.

(i) Counterparts . This Agreement may be executed by facsimile or other electronic transmission and in two or more counterparts, each of which when executed shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart to this Agreement.

(j) Severability . In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal, or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby.

(k) Amendment . This Agreement may be amended by resolution of the Company Board; provided that the amendment has been approved by the ECP Stockholders; provided , further , that any such amendment that would disproportionately, materially and adversely affect the rights of any Non-ECP Stockholder shall not to that extent be effective without the written consent of Non-ECP Stockholders who then hold fifty percent (50%) or more of the shares of Common Stock (including shares of Common Stock issuable upon the exercise of rights to acquire Common Stock). At any time hereafter, additional Non-ECP Stockholders may be made parties hereto by executing a signature page in the form attached as Exhibit A hereto, which signature page shall be countersigned by the Company and shall be attached to this Agreement and become a part hereof without any further action of any other Party hereto.

(l) Tax Withholding . The Company shall be entitled to require payment in cash or deduction from other compensation payable to any Non-ECP Stockholder of any sums required by federal, state, or local tax law to be withheld with respect to the issuance, vesting, exercise, repurchase, or cancellation of any shares of Common Stock or any option to purchase shares of Common Stock.

(m) No Employment Rights . Nothing contained in this Agreement (i) obligates the Company or any Affiliate of the Company to employ any Non-ECP Stockholder in any capacity whatsoever, or (ii) prohibits or restricts the Company or any Affiliate of the Company from terminating the employment, if any, of any Non-ECP Stockholder at any time or for any reason whatsoever. Each Non-ECP Stockholder hereby acknowledges and agrees that, except as may otherwise be set forth in any written agreement between the Company and such Stockholder, neither the Company nor any other person has made any representations or promises whatsoever to such Stockholder concerning his or her employment or continued employment by the Company or any Affiliate of the Company.

(n) Offsets . The Company shall be permitted to offset and reduce from any amounts payable to a Stockholder the amount of any indebtedness or other obligation or payment owing to the Company by the Stockholder.

(o) Entire Agreement . This writing constitutes the entire agreement of the Parties with respect to the subject matter hereof.

(p) Actions to Effectuate Agreement . Each Stockholder agrees to take all actions within his or her power (including voting shares of Common Stock) to give effect to the terms of this Agreement. In the event of any inconsistency between this Agreement, on the one hand, and the Certificate of Incorporation or Bylaws of the Company, on the other hand, the provisions of this Agreement shall control, and each Stockholder shall vote his or shares of Common Stock in such manner as to effectuate any and all amendments to the Certificate of Incorporation or Bylaws of the Company that may be necessary in order to bring the Certificate of Incorporation and Bylaws of the Company into conformity with the provisions of this Agreement. The vote of any Stockholder in violation of the provisions of this Agreement shall be void and shall be ignored by the Company. In connection therewith, each Stockholder hereby grants an irrevocable proxy of perpetual duration with full power of substitution to the ECP Stockholders for purposes of voting all shares of Common Stock subject to this Agreement at any meeting of stockholders or in any action by written consent of stockholders in any manner necessary to give effect to (but not to amend) the provisions of this Agreement, as it may be amended from time to time, it being acknowledged that such proxy is coupled with an interest under this Agreement.

(q) No Presumption Against Drafting Party . Each of the Parties acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

(r) Independent Pursuit of Business Opportunities . The Parties expressly acknowledge that each ECP Stockholder has and will continue to have business and investment interests independent of its investment in the Company. Nothing contained herein will restrict the ability of the ECP Stockholders or its Affiliates from time to time to engage in any business or investment activity or to acquire, develop or otherwise pursue business or investment opportunities for its own account, independently and without notice to, or regard for the interests of, the Company and the other Stockholders, including business or investment activities or opportunities that compete with or are otherwise contrary to the interests of the Company or that one or more of the other Stockholders might find advantageous or desirable to engage in, acquire, develop or otherwise pursue.

Section 9. Defined Terms .

As used in this Agreement, the following terms shall have the meanings ascribed to them below:

(a) “ Access ” shall have the meaning set forth in the recitals hereto.

(b) “ Access Director ” shall have the meaning set forth in Section 1(a)(i) .

(d) “ Access FERC Approval Date ” shall have the meaning set forth in Section 1(a)(i) .

(e) “ Access Observer ” shall have the meaning set forth in Section 1(e)(i) .

(f) “ Access Second FERC Application ” means an application by Access with FERC to allow, among other things, for Access to nominate a director to the Company Board.

(g) “ Access Subsequent FERC Application ” means an application by Access with FERC to allow, among other things, for Access to nominate a director to the Company Board pursuant to Section 1(a)(ii) .

(h) “ Affiliate ” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act; provided that, in no event shall the Company, any of its subsidiaries or any Stockholder be considered an “Affiliate” of the Principal Stockholders.

(i) “ Agreement ” shall have the meaning set forth in the preamble hereto.

(j) “ Business Day ” shall mean, any day other than a Saturday, Sunday or a day on which banks in New York, New York, are authorized or required by law to be closed for regular banking business.

(k) “ Change in Control ” shall mean a change in beneficial ownership or control of the Company effected through a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, the Principal Stockholders, or any of their respective Affiliates, or any employee benefit plan maintained by the Company or any of its subsidiaries), (i) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition or (ii) acquires all or substantially all of the assets of the Company, whether by liquidation, merger, consolidation or sale.

(l) “ Common Stock ” shall mean the common stock, par value $0.001 per share, of the Company.

(m) “ Company ” shall have the meaning set forth in the preamble hereto.

(n) “ Company Board ” shall have the meaning set forth in Section 1(a)(i) .

(o) “ CPN Management ” shall have the meaning set forth in the preamble hereto.

(p) “ CPN Management LPA ” shall mean the Amended and Restated Limited Partnership Agreement of CPN Management, dated as of March 8, 2018, as may be further amended, modified or supplemented from time to time.

(q) “ CPPIB ” shall have the meaning set forth in the recitals hereto.

(r) “ CPPIB Director ” shall have the meaning set forth in Section 1(a)(i) .

(s) “ CPPIB Director Resignation Event ” shall have the meaning set forth in Section 1(b)(iii) .

(t) “ CPPIB FERC Approval Date ” shall have the meaning set forth in Section 1(a)(i) .

(u) “ CPPIB Observer ” shall have the meaning set forth in Section 1(e)(ii) .

(v) “ CPPIB Second FERC Application ” means an application by CPPIB with FERC to allow, among other things, for CPPIB to nominate a director to the Company Board.

(w) “ CPPIB Subsequent FERC Application ” means an application by CPPIB with FERC to allow, among other things, for CPPIB to nominate a director to the Company Board pursuant to Section 1(a)(iii) .

(x) “ Director ” shall have the meaning set forth in Section 1(a)(i) .

(y) “ Disability Notice ” shall have the meaning set forth in Section 2(e)(v)(B) .

(z) “ Drag-Along Notices ” shall have the meaning set forth in Section 3(b) .

(aa) “ Drag-Along Right ” shall have the meaning set forth in Section 3(a) .

(bb) “ Drag-Along Transferee ” shall have the meaning set forth in Section 3(a) .

(cc) “ Drag-Along Transferor ” shall have the meaning set forth in Section 3(a) .

(dd) “ ECP Funds ” shall mean Energy Capital Partners III, LP, Energy Capital Partners IV, LP and any of their respective parallel funds, co-investment vehicles, acquisition vehicles or alternative investment vehicles.

(ee) “ ECP GP III ” shall mean Energy Capital Partners GP III, LP, a Delaware limited partnership.

(ff) “ ECP GP IV ” shall mean Energy Capital Partners GP IV, LP, a Delaware limited partnership.

(gg) “ ECP Director ” shall have the meaning set forth in Section 1(a)(i) .

(hh) “ ECP Stockholders ” shall mean (i) CPN Management and (ii) any fund, co-investment vehicle, special purpose vehicle or other Person (A) that directly owns Common Stock

and (B) of which (I) ECP GP III, ECP GP IV or an Affiliate thereof is the general partner, managing member or other manager or (II) any ECP Fund is the primary direct or indirect owner.

(ii) “ Encumbered Interests ” shall have the meaning set forth in Section 2(d) .

(jj) “ Encumbrance ” shall mean a charge, pledge, alienation, mortgage, hypothecation, encumbrance or similar collateral assignment or grant of security by any other means, whether for value or no value and whether voluntary or involuntary (including by operation of law or by judgment, levy, attachment, garnishment, winding up, bankruptcy or other legal or equitable proceedings).

(kk) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

(ll) “ FERC ” means the Federal Energy Regulatory Commission or any successor agency.

(mm) “ Financing Documents ” shall have the meaning set forth in Section 2(e)(v)(A) .

(nn) “ Financing Sources ” shall have the meaning set forth in Section 2(d) .

(oo) “ Hancock ” shall have the meaning set forth in the recitals hereto.

(pp) “ Hancock Observer ” shall have the meaning set forth in Section 1(e)(iii) .

(qq) “ Initial Public Offering ” shall mean the first underwritten public offering of the Common Stock pursuant to an effective registration statement filed by the Company with the United States Securities and Exchange Commission (other than on Forms S-4 or S-8 or successors to such forms) under the Securities Act.

(rr) “ Management Director ” shall have the meaning set forth in Section 1(a)(i) .

(ss) “ New Securities ” shall have the meaning set forth in Section 7(a) .

(tt) “ New Securities Notice ” shall have the meaning set forth in Section 7(b) .

(uu) “ Non-ECP Stockholders ” shall have the meaning set forth in the preamble hereto.

(vv) “ Observers ” shall have the meaning set forth in Section 1(e)(iii) .

(ww) “ Parent ” shall have the meaning set forth in the recitals hereto.

(xx) “ Parent LPA ” shall mean the Second Amended and Restated Limited Partnership Agreement of Parent, dated as of March 8, 2018, as may be further amended, modified or supplemented from time to time.

(yy) “ Party ” shall have the meaning set forth in the preamble hereto.

(zz) “ Permitted Family Members ” shall have the meaning set forth in Section 2(b) .

(aaa) “ Permitted Transferee ” shall have the meaning set forth in Section 2(b) .

(bbb) “ Person ” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

(ccc) “ Principal Stockholders ” shall mean: (i) ECP GP III and ECP GP IV, (ii) the ECP Stockholders (together with ECP GP III and ECP GP IV, the “ ECP Entities ”), (iii) any general or limited partner or member of the ECP Entities (an “ ECP Partner ”), (iv) any corporation, partnership, limited liability company or other entity that is an Affiliate of the ECP Entities or any ECP Partner (including any applicable coinvest vehicle established following the date hereof) (collectively, the “ ECP Affiliates ”), (v) any managing director, member, general partner, director, limited partner, officer or employee of (A) the ECP Entities, (B) any ECP Partner or (C) any ECP Affiliate, or the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any of the foregoing Persons referred to in this clause (v) (collectively, the “ ECP Associates ”), (vi) any trust, the beneficiaries of which, or corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which, include only the ECP Entities, ECP Partners, ECP Affiliates, ECP Associates, their spouses and/or their lineal descendants, and (vii) a voting trustee for one or more of the ECP Entities, ECP Affiliates, ECP Partners or ECP Associates; provided that in no event shall the Company or any of its subsidiaries be considered an ECP Partner, ECP Affiliate, or ECP Associate; and provided , further , that an underwriter or other similar intermediary engaged by the Company in an offering of the Company’s debt or equity securities or other instruments shall not be deemed a Principal Stockholder with respect to such engagement.

(ddd) “ Reinstatement Notice ” shall have the meaning set forth in Section 2(e)(v)(B) .

(eee) “ Reorganization ” shall have the meaning set forth in Section 8(h) .

(fff) Repurchase Disability ” shall have the meaning set forth in Section 2(e)(v)(A) .

(ggg) “ Repurchase Notice ” shall have the meaning set forth in Section 2(e)(i) .

(hhh) “ Repurchase Right ” shall have the meaning set forth in Section 2(e)(i) .

(iii) “ Sale Notice ” shall have the meaning set forth in Section 4(b) .

(jjj) “ Securities Act ” shall mean the Securities Act of 1933, as amended.

(kkk) “ Stockholders ” shall mean the ECP Stockholders and the Non-ECP Stockholders.

(lll) “ Tag-Along Notice ” shall have the meaning set forth in Section 4(b) .

(mmm) “ Tag-Along Right ” shall have the meaning set forth in Section 4(a) .

(nnn) “ Tag-Along Transferee ” shall have the meaning set forth in Section 4(a) .

(ooo) “ Tag-Along Transferor ” shall have the meaning set forth in Section 4(a) .

(ppp) “ Tagging Stockholder ” shall have the meaning set forth in Section 4(a) .

(qqq) “ Third Party Terms ” shall have the meaning set forth in Section 3(b) .

(rrr) “ Transaction Expenses ” shall have the meaning set forth in Section 3(e) .

(sss) “ Transfer ” shall mean a sale, transfer, assignment, gift, bequest or disposition by any other means, whether for value or no value and whether voluntary or involuntary (including by realization upon any Encumbrance or by operation of law or by judgment, levy, attachment, garnishment, bankruptcy or other legal or equitable proceedings). The term “ Transferred ” shall have a correlative meaning.

(ttt) “ Vested Options ” shall have the meaning set forth in Section 3(a) .

(uuu) “ Volt Holdings ” shall mean Volt Energy Holdings, LP, a Delaware limited partnership.

[ Signature page follows ]

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first written above.

CALPINE CORPORATION

By: /s/ W. THADDEUS MILLER

Name: W. Thaddeus Miller

Title: Executive Vice President,
Chief Legal Officer & Secretary

[ Signature Page to Stockholders Agreement of Calpine Corporation ]

CPN MANAGEMENT, LP

By: Volt Parent GP, LLC

Its: General Partner

By: Energy Capital Partners III, LLC

Its: Managing Member

By: ECP ControlCo, LLC

Its: Managing Member

By: /s/ TYLER REEDER

Name: Tyler Reeder

Title: Managing Member

Each Non-ECP Stockholder has agreed to be bound by the terms of this Agreement by execution and delivery of the signature page set forth as Exhibit A hereto.

[ Signature Page to Stockholders Agreement of Calpine Corporation ]

EXHIBIT A

FORM OF SIGNATURE PAGE

STOCKHOLDERS AGREEMENT

CALPINE CORPORATION

By execution of this signature page, ________________________ hereby agrees to become a party to, be bound by the obligations of, and receive the benefits of, that certain Stockholders Agreement of Calpine Corporation, dated as of March 8, 2018, by and among Calpine Corporation, a Delaware corporation, CPN Management, LP, a Delaware limited partnership, and certain other parties named therein, as amended from time to time thereafter.

[Name of Non-ECP Stockholder]

Residence Address:

[ signatures continue on following page ]

A- 1




Accepted:

CALPINE CORPORATION

By:
Name:
Title:

A- 2

CPN MANAGEMENT, LP

By: Volt Parent GP, LLC

Its: General Partner

By: Energy Capital Partners III, LLC

Its: Managing Member

By: ECP ControlCo, LLC

Its: Managing Member




By:
Name:
Title:

A- 3

EXHIBIT B

FORM OF SPOUSAL CONSENT AND ACKNOWLEDGMENT

STOCKHOLDERS AGREEMENT

CALPINE CORPORATION

I acknowledge that I have read the foregoing Stockholders Agreement of Calpine Corporation dated March 8, 2018 (the “ Stockholders Agreement ”), and that I understand its contents. I am aware that by its provisions my spouse agrees to sell all shares of stock of Calpine Corporation held by my spouse on this date, or hereafter acquired, upon the occurrence of certain events. I am further aware that included in such sale shall be any interest I have in any such shares (including any right or interest by operation of applicable community or marital property laws) and such interest of any of my heirs, legatees or other transferees. I hereby consent to such sale, approve the provisions of the Stockholders Agreement, agree to sell any interest I may have in any such shares as required by the Stockholders Agreement, agree that those shares and my interest in them are subject to the provisions of the Stockholders Agreement and direct the personal representative of my estate to promptly comply with all of the provisions of the Stockholders Agreement. I further covenant and agree that I will take no action at any time to hinder the operation of the Stockholders Agreement as to the shares of capital stock of Calpine Corporation or any interest which I or any of my heirs, legatees or other transferees may have in them.



Date:	Spouse:

	[Print or type name as signed above]

[ Spousal Consent and Acknowledgment to Stockholders Agreement of Calpine Corporation ]

Exhibit 99.1



CONTACTS:		NEWS RELEASE

For Calpine
Media Relations:		Investor Relations:
Brett Kerr		Bryan Kimzey
713-830-8809		713-830-8775
brett.kerr@calpine.com		bryan.kimzey@calpine.com

Sard Verbinnen & Co.
Frances Jeter (Houston) / Jared Levy & Patrick
Scanlan (New York)
(832) 687-5120 / (212) 687-8080
Calpine-SVC@sardverb.com

CONSORTIUM LED BY ENERGY CAPITAL PARTNERS COMPLETES ACQUISITION OF CALPINE CORPORATION; ANNOUNCES MANAGEMENT ROLES AND BOARD OF

DIRECTORS

(HOUSTON, Texas) — March 8, 2018 – Calpine Corporation (NYSE: CPN) today announced the completion of the acquisition of Calpine by an affiliate of Energy Capital Partners and a consortium of other investors, including Access Industries Inc. and Canada Pension Plan Investment Board (CPPIB).

As a result of the completion of the acquisition, Calpine stockholders will receive an amount in cash equal to $15.25 per share of Calpine common stock. In connection with the completion of the acquisition, shares of Calpine common stock will cease trading on the New York Stock Exchange (NYSE) prior to the opening of the NYSE on March 9, 2018.

Lazard served as financial advisor and White & Case LLP served as legal advisor to Calpine. Barclays Capital Inc. served as financial advisor and Latham & Watkins LLP served as legal advisor to Energy Capital Partners.

“Energy Capital Partners is excited to begin this long-term partnership with Calpine and its extremely talented employees and leadership,” said Tyler Reeder, a partner at Energy Capital Partners. “We do not expect to make any changes to the way Calpine operates its business and intend to remain focused on providing the high level of service to which Calpine’s wholesale and retail customers have become accustomed. Finally, we do not intend to make any changes to the Company’s financial policy or previously announced deleveraging plan.”

“The Calpine team is very much looking forward to continuing to work with our customers,” said Thad Hill, President and Chief Executive Officer of Calpine. “We also want our customers, trading partners, regulators and others with whom we interact to know that Calpine will continue to be a leader in the industry as a power producer and retail energy provider as well as a strong advocate for competitive markets.”

Mr. Hill noted that the senior leadership team at Calpine will remain intact with Thad Miller becoming Executive Vice Chairman and continuing as Chief Legal Officer; Executive Vice Presidents Zamir Rauf and Charlie Gates continuing in their currents roles as Chief Financial Officer and Head of Power Operations, respectively; Andrew Novotny and Caleb Stephenson being promoted to Executive Vice Presidents to serve as co-heads of Commercial

Operations, leading the company’s wholesale trading and origination businesses; Bryan Kimzey being promoted to Senior Vice President of Finance and Treasurer; and Jim Wood will continue to serve as President of Calpine Energy Solutions and also has been named President of Calpine Retail Holdings, LLC, with overall responsibility for the business activities for Calpine’s retail subsidiaries – Calpine Energy Solutions, Champion Energy Services and North American Power.

In connection with the completion of the acquisition, Thad Hill, Tyler Reeder, Douglas Kimmelman, Andrew Singer, Andrew Gilbert and Donald Wagner became the voting directors of Calpine and Thad Miller was elected a non-voting director of Calpine. Tyler Reeder, Douglas Kimmelman, Andrew Singer and Andrew Gilbert were each appointed by Energy Capital Partners and Donald Wagner was appointed by Access Industries, Inc. Subject to receipt of certain regulatory approvals, CPPIB intends to appoint a voting director to Calpine’s Board of Directors.

About Calpine

Calpine Corporation is America’s largest generator of electricity from natural gas and geothermal resources with operations in competitive power markets. Our fleet of 80 power plants in operation or under construction represents approximately 26,000 megawatts of generation capacity. Through wholesale power operations and our retail businesses Calpine Energy Solutions and Champion Energy , we serve customers in 25 states, Canada and Mexico. Our clean, efficient, modern and flexible fleet uses advanced technologies to generate power in a low-carbon and environmentally responsible manner. We are uniquely positioned to benefit from the secular trends affecting our industry, including the abundant and affordable supply of clean natural gas, environmental regulation, aging power generation infrastructure and the increasing need for dispatchable power plants to successfully integrate intermittent renewables into the grid. Please visit www.calpine.com to learn more about how Calpine is creating power for a sustainable future.

About Energy Capital Partners

Energy Capital Partners is a private equity and credit investment firm with over $13 billion in capital commitments. The firm focuses on investing in the traditional and renewable power generation, midstream oil and gas, electric transmission, environmental infrastructure and related energy services sectors of North America’s energy infrastructure. For more information, visit www.ecpartners.com .

About Access Industries

Access Industries is a privately held, U.S.-based industrial group with global strategic investments. Founded in 1986 by Len Blavatnik, an American entrepreneur and philanthropist, the group is headquartered in New York, with offices in London and Moscow. Access invests in industries where it can maximize long-term value by developing regional and global leaders. Its industrial focus spans four key sectors: natural resources and chemicals; media and te lecommunications; real estate and hospitality; and venture capital. For more information, visit www.accessindustries.com .

About Canada Pension Plan Investment Board

Canada Pension Plan Investment Board (CPPIB) is a professional investment management organization that invests the funds not needed by the Canada Pension Plan (CPP) to pay current benefits on behalf of 20 million contributors and beneficiaries. In order to build a diversified portfolio of CPP assets, CPPIB invests in public equities, private equities, real estate, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai, New York City, São Paulo and Sydney , CPPIB is governed and managed independently of the Canada Pension Plan and at arm's length from governments. At December 31, 2017, the CPP Fund totaled C$337.1 billion. For more information about CPPIB, please visit www.cppib.com or follow us on LinkedIn or Twitter.