Flex Certificate of Incorporation. On the Effective Date, Flex shall cause to be filed with the Secretary of State of Delaware the Second Amended and Restated Certificate of Incorporation of Flex attached hereto as Exhibit C and incorporated by reference herein. In connection therewith, in order to minimize the number of shares of Class B Common Stock (as defined in Exhibit C) that might be issued or issuable pursuant to the exercise of employee stock options, Flex and OCLI agree promptly following the Effective Date to use their best efforts to obtain an amendment to Flex's permit from the California Commissioner of Corporations covering Flex's Stock Option Plan to allow options to be granted under the Plan that are exercisable for shares of Class A Common Stock. In the event such a permit is obtained, OCLI and Flex agree that all options granted under the Plan to acquire Class B Common Stock shall be in an aggregate amount not to exceed 10% of Flex's issued and outstanding Class B Common Stock at the time of grant of the options. In addition, OCLI and Flex will make good faith reasonable efforts to cause the holders of employee stock options exercisable to acquire Class B Common Stock to convert such options to options exercisable to acquire Class A Common Stock. In the event such a permit cannot be obtained, options to purchase shares of Class B Common Stock in excess of 10% of the then issued and outstanding Class B Common Stock may be granted under the Plan, and in that event Flex agrees that it will exercise its right under the Plan to either purchase from optionees options that are about to be exercised or purchase shares of Class B Common Stock issued to optionees such that at no time will there be shares of Class B Common Stock issued to optionees or former optionees that exceed 10% of the issued and outstanding Class B Common Stock. If, at any time, Flex shall undertake a Public Offering, OCLI, Flex and SICPA will take all necessary action to cause Flex to file with the Secretary of State of Delaware a further amended and restated Certificate of Incorporation of Flex to delete from Flex's Certificate of Incorporation all shareholder supermajority approval requirements effective upon the closing of such Public Offering.
