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Exhibit 3.1

FORM OF RESTATED CERTIFICATE OF FORMATION

OF

SPACE EXPLORATION TECHNOLOGIES CORP.

Space Exploration Technologies Corp. (the “Corporation”), pursuant to Sections 3.057 –

3.060 of the Texas Business Organizations Code (“TBOC”), hereby submits this Restated

Certificate of Formation (the “Restated Certificate of Formation”) for filing with the Secretary

of State of the State of Texas:

1.The name of the filing entity is Space Exploration Technologies Corp. The filing

entity is a for-profit corporation.

2.The file number issued to the Corporation is 0805421124.

3.The date of formation in Texas of the Corporation is February 14, 2024.

4.This Restated Certificate of Formation accurately states the text of the

Corporation’s existing Certificate of Formation being restated, as previously amended, restated

and corrected (the “Existing Certificate of Formation”), except for the information permitted to

be omitted by the provisions of TBOC Sections 3.059(b), 3.060(a) and 21.053(c)(1). This

Restated Certificate of Formation does not make any new amendments to the Existing Certificate

of Formation.

5.This Restated Certificate of Formation has been approved in the manner required

by the TBOC and the governing documents of the Corporation.

6.The Existing Certificate of Formation is hereby restated and superseded by the

following provisions of this Restated Certificate of Formation (hereinafter referred to as the

“Certificate of Formation”):

ARTICLE I

The name of this corporation is Space Exploration Technologies Corp.  The Corporation

is a for-profit corporation.

ARTICLE II

The address of the Corporation’s registered office in the State of Texas is 211 East 7th

Street, Suite 620, Austin, Texas 78701.  The name of its registered agent at such address is

Corporation Service Company d/b/a CSC-Lawyers Incorporating Service Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which for-

profit corporations may be organized under the TBOC.

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ARTICLE IV

The Corporation has been formed pursuant to a plan of conversion whereby Space

Exploration Technologies Corp., a Delaware corporation with a registered office address of 251

Little Falls Drive, Wilmington, Delaware 19808, converted into Space Exploration Technologies

Corp., a Texas corporation.  The converting entity was incorporated in Delaware on March 14,

2002.

ARTICLE V

The number of directors constituting the Whole Board shall be fixed as provided in the

Bylaws of the Corporation (as the same may be amended and/or restated from time to time, the

“Bylaws”). For purposes of this Certificate of Formation, the term “Whole Board” shall mean

the total number of authorized directors then constituting the Corporation’s Board of Directors,

as determined from time to time (the “Board” or “Board of Directors”), whether or not there

exist any vacancies in authorized directorships.

ARTICLE VI

(A)Classes of Capital Stock.  The Corporation is authorized to issue four classes of

capital stock to be designated, respectively, “Class A Common Stock,” “Class B Common

Stock,” “Class C Common Stock” and “Preferred Stock.” The total number of shares which the

Corporation is authorized to issue is        (  ) shares, each with a par value of $       per share. 

            (  ) shares shall be Class A Common Stock,              (   ) shares shall be Class B Common

Stock,               (  ) shares shall be Class C Common Stock and        (      ) shares shall be

Preferred Stock.  As used in this Certificate of Formation, “Common Stock” shall refer

collectively to the Class A Common Stock, the Class B Common Stock and the Class C

Common Stock, each as applicable.

(B)Powers, Preferences and Special Rights of Preferred Stock.  The Preferred

Stock authorized by this Certificate of Formation may be issued from time to time in one or more

series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board

of Directors (authority to do so being hereby expressly vested in the Board of Directors). The

Board of Directors is further authorized, subject to limitations prescribed by law, to fix by

resolution or resolutions the powers, designations, preferences and relative participation, optional

or other rights, if any, including voting rights, and the qualifications, limitations or restrictions

thereof, if any, of any wholly unissued series of Preferred Stock and the number of shares

constituting any such series and the designation thereof, or any of the foregoing. The Board of

Directors is further authorized to increase (but not above the total number of authorized shares of

the class) or decrease (but not below the number of shares of any such series then outstanding)

the number of shares of any series, the number of which was fixed by it, subsequent to the

issuance of shares of such series then outstanding, subject to the powers, preferences and rights,

and the qualifications, limitations and restrictions thereof stated in this Certificate of Formation

or the resolution of the Board of Directors originally fixing the number of shares of such series.

If the number of shares of any series is so decreased, then the shares constituting such decrease

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shall resume the status which they had prior to the adoption of the resolution originally fixing the

number of shares of such series.  Any shares of Preferred Stock that may be redeemed, purchased

or acquired by the Corporation may be reissued except as otherwise provided by law or by the

terms of any series of Preferred Stock.

(C)Classes of Common Stock.  The respective rights, preferences, privileges, and

restrictions granted to and imposed by this Certificate of Formation on the Class A Common

Stock, the Class B Common Stock and the Class C Common Stock are as set forth below in this

Article VI(C).  Any shares of any class of Common Stock (other than Class B Common Stock)

that may be redeemed, purchased or acquired by the Corporation may be reissued except as

otherwise provided by law or by the terms of any class of Common Stock.

1.Definitions.  For purposes of this Certificate of Formation, the following

definitions shall apply:

(a)“Family Member” shall mean with respect to any natural person who is a

Qualified Shareholder, the spouse, domestic partner, ex-spouse, parents, grandparents, lineal

descendants, siblings and lineal descendants of siblings of such Qualified Shareholder (in each

case whether by blood relation or adoption).

(b)“Founder” shall mean Mr. Elon Musk.

(c)“Permitted Entity” shall mean with respect to a Qualified Shareholder (i) a

Permitted Trust (as defined below), (ii) a Permitted Nonprofit (as defined below)  or (iii) any

general partnership, limited partnership, limited liability company, corporation or other entity

exclusively owned by (A) such Qualified Shareholder, (B) one or more Family Members of such

Qualified Shareholder and/or (C) any other Permitted Entity of such Qualified Shareholder.

(d)“Permitted Nonprofit” shall mean a corporation, limited liability

company, partnership or trust: (i) that is exempt from U.S. Federal income tax by reason of

Section 501 of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) a majority

of whose directors, managers, general partners or trustees are elected by one or more (A)

Qualified Shareholders, (B) Family Members and/or (C) Permitted Entities.

(e)“Permitted Transfer” shall mean, and be restricted to, any Transfer of a

share of Class B Common Stock:

(i)by a Qualified Shareholder to (A) one or more Family Members of

such Qualified Shareholder, or (B) any Permitted Entity of such Qualified Shareholder;

(ii)by a Permitted Entity of a Qualified Shareholder to (A) such

Qualified Shareholder or one or more Family Members of such Qualified Shareholder, or

(B) any other Permitted Entity of such Qualified Shareholder; or

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(iii)any of the following Transfers by a Qualified Shareholder:

(A)a Transfer to a bona fide trust for the benefit of a charitable

organization, contributions to which are deductible for federal income, estate, gift

and generation skipping transfer tax purposes; provided such Transfer does not

involve any payment of cash, securities, property or other consideration (other

than an interest in such trust); provided, further, that a Qualified Shareholder has

dispositive power and exclusive Voting Control with respect to the shares of the

Class B Common Stock held in such trust and provided, further, that in the event

a Qualified Shareholder no longer has dispositive power and exclusive Voting

Control with respect to the shares of Class B Common Stock then held in such

account, plan or trust, all shares of Class B Common Stock then held in such

account, plan or trust shall automatically convert into fully paid and nonassessable

shares of Class A Common Stock, as applicable;

(B)a Transfer to an Individual Retirement Account, as defined

in Section 408(a) of the Code, or a pension, profit sharing, stock bonus or other

type of plan or trust of which a Qualified Shareholder is a participant or

beneficiary and which satisfies the requirements for qualification under Section

401 of the Code; provided, that in each case a Qualified Shareholder has

dispositive power and exclusive Voting Control with respect to the shares of the

Class B Common Stock held in such account, plan or trust, and provided, further,

that in the event a Qualified Shareholder no longer has dispositive power and

exclusive Voting Control with respect to the shares of Class B Common Stock

then held in such account, plan or trust, all shares of Class B Common Stock then

held in such account, plan or trust shall automatically convert into fully paid and

nonassessable shares of Class A Common Stock, as applicable;

(C)a Transfer effected solely for estate or succession planning

to a corporation, limited liability company or partnership (a “Corporate Entity”),

in which a Qualified Shareholder directly, or indirectly through one or more

Permitted Transferees, owns an equity interest with sufficient Voting Control in

the corporation, or otherwise has legally enforceable rights, such that a Qualified

Shareholder retains dispositive power and exclusive Voting Control with respect

to the shares of Class B Common Stock held by such Corporate Entity; provided,

that in the event a Qualified Shareholder no longer owns sufficient shares or no

longer has sufficient legally enforceable rights to ensure a Qualified Shareholder

retains dispositive power and exclusive Voting Control with respect to the shares

of Class B Common Stock then held by such Corporate Entity, all shares of Class

B Common Stock then held by such Corporate Entity shall automatically convert

into fully paid and nonassessable shares of Class A Common Stock, as applicable;

and

(D)a Transfer, not otherwise deemed a Permitted Transfer

herein, that is effected solely for estate or succession planning; provided, such

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Transfer is approved in advance by the Board of Directors (after the Board of

Directors has had a reasonable opportunity to review the details of such proposed

Transfer and consider any recommended changes to account for the reasonable

preservation of appropriate voting and control over such shares of Class B

Common Stock by a Qualified Shareholder deemed necessary by the Board of

Directors).

(f)“Permitted Transferee” shall mean a transferee of shares of Class B

Common Stock received in a Transfer that constitutes a Permitted Transfer.

(g)“Permitted Trust” shall mean a bona fide trust or similar estate planning

vehicle, where: (i) each trustee or fiduciary is (A) a Qualified Shareholder, (B) Family Member,

(C) a professional in the business of providing trustee or fiduciary services, including private

professional fiduciaries, trust companies and bank trust departments or (D) appointed by any of

the foregoing; and (ii) such trust was established for a charitable or noncharitable purpose

initially defined by a Qualified Shareholder or solely for the benefit of (A) such Qualified

Shareholder, (B) one or more Family Members of such Qualified Shareholder and/or (C) any

other Permitted Entity of such Qualified Shareholder.

(h)“Qualified Shareholder” shall mean (i) the registered holder of a share of

Class B Common Stock immediately following the closing of the Corporation’s initial public

offering covering the offer and sale of Class A Common Stock pursuant to an effective

registration statement under the Securities Act of 1933, as amended (“IPO”); (ii) the initial

registered holder of any shares of Class B Common Stock that are originally issued by the

Corporation after the closing of the IPO pursuant to the exercise, conversion or vesting of

options, warrants, restricted stock units or other securities that, in each case, are outstanding as of

the closing of the IPO; (iii) each natural person who Transferred shares of Class B Common

Stock or equity awards for Class B Common Stock (including any option or warrant exercisable

or convertible into shares of Class B Common Stock) to a Permitted Entity that is or becomes a

Qualified Shareholder pursuant to subclauses (i) or (ii) of this Section 1(h); and (iv) a Permitted

Transferee.

(i)“Transfer” of a share of Class B Common Stock shall mean any sale,

assignment, encumbrance, transfer, conveyance, hypothecation, pledge, gift or other transfer or

disposition of any kind of such share or any legal or beneficial interest in such share, whether or

not for value and whether voluntary or involuntary or by operation of law, including, without

limitation, the transfer of, or entering into a binding agreement with respect to, Voting Control

(as defined below) over such share by proxy or otherwise; provided, however, that the following

shall not be considered a “Transfer” within the meaning of this Article VI:

(1)the granting of a revocable proxy to officers or

directors of the Corporation in connection with actions to be taken at an

annual or special meeting of shareholders, or any termination of, or waiver

or relinquishment of rights under, the foregoing;

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(2)entering into a voting trust, agreement or

arrangement (with or without granting a proxy) solely with shareholders

who are holders of Class B Common Stock that (A) is disclosed either in a

Schedule 13D or 13G filed with the Securities and Exchange Commission

or in writing to the Secretary of the Corporation, (B) either has a term not

exceeding one (1) year or is terminable by the holder of the shares subject

thereto at any time and (C) does not involve any payment of cash,

securities, property or other consideration to the holder of the shares

subject thereto other than the mutual promise to vote shares in a

designated manner, or any termination of, or waiver or relinquishment of

rights under, any of the foregoing;

(3)the pledge of shares of Class B Common Stock by a

shareholder that creates a mere security interest in such shares pursuant to

a bona fide loan or indebtedness transaction for so long as such

shareholder continues to exercise Voting Control over such pledged

shares; provided, however, that a foreclosure on such shares or other

similar action by the pledgee shall constitute a “Transfer” unless such

foreclosure or similar action qualifies as a “Permitted Transfer”;

(4)any entry into a trading plan pursuant to Rule

10b5-1 under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), with a broker or other nominee; provided, however,

that a sale of such shares of Class B Common Stock pursuant to such plan

shall constitute a “Transfer” at the time of such sale;

(5)entering into or granting a voting trust, agreement

or other voting arrangement (with or without granting a proxy), in each

case that is approved by the Board of Directors, solely with or in favor of

the Corporation, directors of the Corporation and/or shareholders who are

holders of, or have the right to vote or direct the voting of, Class B

Common Stock, or any termination of, or waiver or relinquishment of

rights under, any of the foregoing; or

(6)entering into a support, voting, tender or similar

agreement, arrangement or understanding (with or without granting a

proxy) in connection with a merger or consolidation of the Corporation, or

a sale of all or substantially all of the Corporation’s assets, provided, that

such merger or consolidation or sale of assets and such agreement or

understanding was approved by the affirmative vote of a majority of the

total number of directors then in office in advance of the entry into such

agreement or understanding.

A “Transfer” shall also be deemed to have occurred with respect to a share of Class B

Common Stock beneficially held by (i) an entity that is a Permitted Entity, if there occurs any act

or circumstance that causes such entity to no longer be a Permitted Entity or (ii) an entity that is a

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Qualified Shareholder, if there occurs a Transfer on a cumulative basis, from and after the

closing of the IPO, of a majority of the voting power of the voting securities of such entity or any

direct or indirect Parent of such entity, other than a Transfer to parties that are, as of the closing

of the IPO, holders of voting securities of any such entity or Parent of such entity.

(j)“Parent” of an entity shall mean any entity that directly or indirectly owns

or controls a majority of the voting power of the voting securities of such entity.

(k)“Voting Control” shall mean, with respect to a share of Class B Common

Stock, the power (whether exclusive or shared) to vote or direct the voting of such share by

proxy, voting agreement or otherwise.

(l)“Subsidiary” shall mean with respect to the Corporation, any corporation,

limited liability company, partnership, association or other business entity of which (i) if a

corporation, a majority of the total voting power of shares of capital stock entitled (without

regard to the occurrence of any contingency) to vote in the election of directors, managers or

trustees thereof is at the time owned or controlled, directly or indirectly, by the Corporation or

one or more other Subsidiaries or a combination thereof, or (ii) if a limited liability company,

partnership, association or other business entity, a majority of the partnership or other similar

ownership interests thereof is at the time owned or controlled, directly or indirectly, by the

Corporation or one or more other Subsidiaries or a combination thereof.

2.Dividend Rights.  Subject to the prior rights of holders of all classes and series of

capital stock at the time outstanding having prior rights as to dividends, the holders of shares of

Class A Common Stock, Class B Common Stock and Class C Common Stock shall be entitled to

receive, when, as and if declared by the Board of Directors, out of any assets of the Corporation

legally available therefor, such dividends as may be declared from time to time by the Board of

Directors.  Any dividends paid to the holders of shares of Class A Common Stock, Class B

Common Stock and Class C Common Stock shall be paid pro rata, on an equal priority, pari

passu basis.

3.Liquidation Rights.  Upon the completion of the distributions required with

respect to series of Preferred Stock that may from time to time come into existence, and subject

to the prior rights of holders of all other classes and series of capital stock at the time outstanding

having prior rights, if assets remain in the Corporation, the remaining assets of the Corporation

legally available for distribution shall be distributed on an equal priority, pro rata basis to the

holders of shares of Class A Common Stock, Class B Common Stock and Class C Common

Stock.

4.Redemption.  Shares of Class A Common Stock, Class B Common Stock and

Class C Common Stock are not redeemable.

5.Voting Rights.

(a)Class A Common Stock.  Each holder of shares of Class A Common

Stock shall be entitled to one (1) vote for each share thereof held.

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(b)Class B Common Stock.  Each holder of shares of Class B Common

Stock shall be entitled to ten (10) votes for each share thereof held.

(c)Class C Common Stock.  The holders of Class C Common Stock shall

have no voting rights, except as required by law.

(d)General.  Subject to the other provisions of this Certificate of Formation,

each holder of Class B Common Stock shall have full voting rights and powers equal to the

voting rights and powers of the holders of Class A Common Stock, and shall be entitled to notice

of any shareholders’ meeting in accordance with the Bylaws of the Corporation (as in effect at

the time in question) and applicable law, and shall be entitled to vote, together with the holders

of Class A Common Stock, with respect to any question upon which holders of Class A

Common Stock have the right to vote.  Except as otherwise expressly provided in this Certificate

of Formation, including Article VIII, and notwithstanding any provision of the TBOC, but as

permitted by TBOC Section 21.365(b)(2), all classes or series of capital stock of the Corporation

shall only be entitled to vote as a single class or series, and separate voting by class or series is

not required, for the purpose of approving any matter for which the affirmative vote of the

holders of a specified portion of the shares of a class or series is required by the TBOC, including

in connection with any fundamental action or fundamental business transaction; provided,

however, in addition to any other approval required by this Certificate of Formation, the approval

of the holders of the Class B Common Stock, voting separately as a class, shall be required to

approve (i) any amendment to this Certificate of Formation which would make any change in the

powers, preferences, designations or rights of the shares of such class and (ii) any Combination

Transaction (as defined below). If, pursuant to the immediately preceding sentence, all classes or

series of capital stock of the Corporation are only entitled to vote as a single class, and separate

voting by class or series is not required, for the purpose of approving a matter, shares of a class

or series of shares that do not otherwise have the right to vote under the Certificate of Formation

shall be treated as having no votes in the vote as a single class on that matter, in accordance with

TBOC Section 21.364(e-1).

6.Optional Conversion of the Class B Common Stock.

(a)At the option of the holder thereof, each share of Class B Common Stock

shall be convertible, at any time or from time to time, into one fully paid and nonassessable share

of Class A Common Stock as provided herein.

(b)Each holder of Class B Common Stock who elects to convert the same

into shares of Class A Common Stock shall surrender the certificate or certificates therefor, duly

endorsed, at the office of the Corporation or any transfer agent for the Class A Common Stock or

Class B Common Stock, and shall give written notice to the Corporation at such office that such

holder elects to convert the same and shall state therein the number of shares of Class B

Common Stock being converted.  Thereupon the Corporation shall promptly issue and deliver at

such office to such holder a certificate or certificates for the number of shares of Class A

Common Stock to which such holder is entitled upon such conversion.  Such conversion shall be

deemed to have been made immediately prior to the close of business on the date of such

surrender of the certificate or certificates representing the shares of Class B Common Stock to be

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converted, and the person entitled to receive the shares of Class A Common Stock issuable upon

such conversion shall be treated for all purposes as the record holder of such shares of Class A

Common Stock on such date.  If a conversion election under this Section 6(b) is made in

connection with an underwritten offering of the Corporation’s securities pursuant to the

Securities Act of 1933, as amended, the conversion may, at the option of the holder tendering

shares of Class B Common Stock for conversion, be conditioned upon the closing with the

underwriters of the sale of the Corporation’s securities pursuant to such offering, in which event

the holders making such elections who are entitled to receive Class A Common Stock upon

conversion of their Class B Common Stock shall not be deemed to have converted such shares of

Class B Common Stock until immediately prior to the closing of such sale of the Corporation’s

securities in the offering.

7.Automatic Conversion of the Class B Common Stock.  In the event of a

Transfer, other than a Permitted Transfer, of a share of Class B Common Stock, each such

Transferred share of Class B Common Stock shall automatically be converted into one fully paid

and nonassessable share of Class A Common Stock upon the completion of such Transfer

without the need for any further action by the holders of such shares and whether or not the

certificates representing such shares are surrendered to the Corporation or its transfer agent;

provided, however, that the Corporation shall not be obligated to issue certificates evidencing the

shares of Class A Common Stock issuable upon such conversion unless the certificates

evidencing such shares of Class B Common Stock are either delivered to the Corporation or its

transfer agent as provided below, or the holder notifies the Corporation or its transfer agent that

such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the

Corporation to indemnify the Corporation from any loss incurred by it in connection with such

certificates.  Upon the occurrence of such automatic conversion of the Class B Common Stock,

the holders of Class B Common Stock shall surrender the certificates representing such shares at

the office of the Corporation or any transfer agent for the Class A Common Stock.  Thereupon,

there shall be issued and delivered to such holder promptly at such office and in its name as

shown on such surrendered certificate or certificates, a certificate or certificates for the number

of shares of Class A Common Stock into which the shares of Class B Common Stock

surrendered were convertible on the date on which such automatic conversion occurred.

8.Stock Dividends and Distributions.  The Corporation shall not declare or pay

any dividend or make any other distribution to the holders of Class A Common Stock, Class B

Common Stock or Class C Common Stock payable in securities of the Corporation unless the

same dividend or distribution with the same record date and payment date shall be declared and

paid on the shares of Class A Common Stock, Class B Common Stock and Class C Common

Stock; provided, however, that dividends or other distributions payable in shares of a particular

class of Common Stock or rights to acquire shares of such class of Common Stock may be

declared and paid to the holders of such class of Common Stock without the same dividend or

distribution being declared and paid to the holders of the other classes of Common Stock if, and

only if, a dividend payable in shares of such other classes of Common Stock, as applicable, or

rights to acquire shares of such other classes of Common Stock, as applicable, are declared and

paid to the holders of such other classes of Common Stock at the same rate and with the same

record date and payment date.

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9.Common Class Stock Splits or Combinations.  If the Corporation in any

manner subdivides or combines the outstanding shares of Class A Common Stock, Class B

Common Stock or Class C Common Stock, then the outstanding shares of all other classes of

such Common Stock will be subdivided or combined in the same proportion and manner.

10.Reservation of Stock Issuable Upon Conversion.  The Corporation shall at all

times reserve and keep available out of its authorized but unissued shares of Class A Common

Stock, Class B Common Stock and Class C Common Stock, solely for the purpose of effecting

the conversion of the shares of the Preferred Stock and the Class B Common Stock, as

applicable, such number of its shares of Class A Common Stock, Class B Common Stock and

Class C Common Stock as shall from time to time be sufficient to effect the conversion of all

outstanding shares of Preferred Stock and the Class B Common Stock; and if at any time the

number of authorized but unissued shares of Class A Common Stock, Class B Common Stock or

Class C Common Stock shall not be sufficient to effect the conversion of all then-outstanding

shares of Preferred Stock and the Class B Common Stock, as applicable, the Corporation will

take such corporate action as may, in the opinion of its counsel, be necessary to increase its

authorized but unissued shares of Class A Common Stock, Class B Common Stock or Class C

Common Stock, as applicable, to such numbers of shares as shall be sufficient for such purpose.

11.Identical Rights.  Except as otherwise expressly provided herein or required by

applicable law, shares of Class A Common Stock, Class B Common Stock and Class C Common

Stock shall have the same rights and privileges and rank equally, share ratably and be identical in

all respects as to all matters, including, without limitation:

(a)Dividends and Distributions.  Shares of Class A Common Stock, Class B

Common Stock, and Class C Common Stock shall be treated equally, identically and ratably, on

a per-share basis, with respect to any cash distribution paid or distributed by the Corporation.

(b)Equal Treatment in a Combination Transaction.  In connection with

any (A) sale, conveyance, or other disposition of all or substantially all of its property or business

(determined on a consolidated basis with all of the Corporation’s Subsidiaries), (B) merger with

or into or consolidation with any other corporation, limited liability company or other entity or

(C) any other transaction or series of related transactions in which more than fifty percent (50%)

of the voting power of the Corporation is disposed of (a “Combination Transaction”), shares of

Class A Common Stock, Class B Common Stock and Class C Common Stock shall be treated

equally, identically and ratably, on a per-share basis, with respect to any consideration into which

such shares are converted or any consideration paid or otherwise distributed to shareholders of

the Corporation. Notwithstanding anything set forth herein to the contrary, in the event of any

Combination Transaction to which the Corporation is a party in which the shares of Class A

Common Stock, Class B Common Stock or Class C Common Stock will be exchanged for or

converted into, or will receive a distribution of, cash or other property or securities of the

Corporation or any other person, each share of Class A Common Stock, Class B Common Stock,

and Class C Common Stock shall be entitled to receive Equivalent Consideration (as defined

herein) on a per-share basis.  As used herein, the term “Equivalent Consideration” shall mean

consideration in the same form and in the same amount on a per-share basis; provided, however,

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that holders of Class A Common Stock, Class B Common Stock and Class C Common Stock

may receive capital stock or securities with differing voting rights or preferences and that, for the

avoidance of doubt, consideration to be paid or received by a holder of Class A Common Stock,

Class B Common Stock or Class C Common Stock in connection with any Combination

Transaction pursuant to any employment, consulting, severance or other arrangement shall not be

deemed to be “consideration” that is included in the determination of Equivalent Consideration.

12.Status of Converted Class B Common Stock.  In the event any shares of Class

B Common Stock shall be converted pursuant to Section 6 or 7 hereof, the shares so converted

shall be cancelled and shall not be issuable by the Corporation.

13.Restrictions on Issuance. The Corporation shall not issue or sell any shares of

Class B Common Stock or any securities (including, without limitation, any rights, options,

warrants or other securities) convertible or exchangeable for, or exercisable into, shares of Class

B Common Stock to any person that is not the Founder or his Permitted Transferee.  Any

issuance or sale of shares of Class B Common Stock (or securities convertible into, or

exchangeable or exercisable for, shares of Class B Common Stock) by the Corporation in

violation of this Section 13 shall be null and void ab initio.

ARTICLE VII

The Board of Directors is expressly authorized to make, alter or repeal Bylaws.

ARTICLE VIII

(A)Election of Directors. Subject to the rights of all other classes and series of

capital stock that may from time to time hereafter be authorized in accordance with the terms of

this Certificate of Formation, when any shares of Class B Common Stock are issued and

outstanding, the holders of Class B Common Stock, voting separately as a class, shall have the

right to elect fifty-one percent (51%) of the Whole Board; provided, that if such fifty-one percent

(51%) is not a whole number, then the holders of Class B Common Stock, voting separately as a

class, shall be entitled to elect the nearest higher whole number of directors that is at least fifty-

one percent (51%) of the Whole Board (such directors, the “Class B Directors”).  Subject to the

rights of all other classes and series of capital stock that may from time to time hereafter be

authorized in accordance with the terms of this Certificate of Formation, holders of Class A

Common Stock and Class B Common Stock, voting together as a single class, shall have the

right to elect the remaining authorized directors comprising the Whole Board that are not Class B

Directors (the “Common Stock Directors”).  Notwithstanding anything in this Article VIII(A) to

the contrary, at any time when no shares of Class B Common Stock remain issued and

outstanding, the holders of Class A Common Stock, subject to the rights of all other classes and

series of capital stock that may from time to time hereafter be authorized in accordance with the

terms of this Certificate of Formation, shall have the right to elect all of the directors comprising

the Whole Board and all directors then in office shall constitute Common Stock Directors.

(B)Removal. Subject to the rights of all other classes and series of capital stock that

may from time to time hereafter be authorized in accordance with the terms of this Certificate of

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Formation, (1) any Class B Director may be removed from office at any time, with or without

cause, by the affirmative vote of the holders of at least a majority of the voting power of the

outstanding shares of Class B Common Stock, voting separately as a class, and (2) any Common

Stock Director may be removed from office at any time, with or without cause, by the

affirmative vote of the holders of at least a majority of the voting power of the capital stock

outstanding and entitled to vote on the election of the Common Stock Directors, voting together

as a single class.

(C)Vacancies.  In the case of any vacancy occurring with respect to the Class B

Directors, whether as a result of newly created directorships resulting from any increase in the

authorized number of directors or the death, resignation, retirement, disqualification or removal

from office of a Class B Director or other cause, such vacancy may be filled by the affirmative

vote of the holders of at least a majority of the voting power of the outstanding shares of Class B

Common Stock, voting separately as a class, subject to the rights of all other classes and series of

capital stock that may from time to time hereafter be authorized in accordance with the terms of

this Certificate of Formation, or, in the absence of a shareholder vote, such vacancy may be filled

by the affirmative vote of a majority of the Class B Directors then in office, even though less

than a quorum of the Board of Directors, or a sole remaining Class B Director.  In the case of any

vacancy occurring with respect to the Common Stock Directors, whether as a result of newly

created directorships resulting from any increase in the authorized number of directors or the

death, resignation, retirement, disqualification or removal from office of a Common Stock

Director or other cause, such vacancy may be filled by the affirmative vote of the holders of at

least a majority of the voting power of the capital stock outstanding and entitled to vote on the

election of Common Stock Directors, voting together as a single class, subject to the rights of all

other classes and series of capital stock that may from time to time hereafter be authorized in

accordance with the terms of this Certificate of Formation, or, in the absence of a shareholder

vote, such vacancy may be filled by the affirmative vote of a majority of the directors then in

office, even though less than a quorum of the Board of Directors, or the sole remaining director. 

Any Class B Director or Common Stock Director elected to fill a vacancy shall serve until the

next annual meeting of shareholders (at which time such person’s term shall expire) and until

such person’s successor has been duly elected and qualified or until such director’s earlier death,

resignation, retirement, disqualification or removal.

(D)Founder Roles; Removal of Founder from Certain Positions. If willing, the

Founder shall serve as Chairman of the Board and Chief Executive Officer of the Corporation.

At any time during which (i) the Founder is serving as any of the Chairman of the Board, a

member of the Board of Directors or the Chief Executive Officer of the Corporation and (ii)

shares of Class B Common Stock are issued and outstanding, in addition to any approval

required by the Board of Directors, the removal of the Founder from any such role will require

the affirmative vote of the holders of at least a majority of the voting power of the outstanding

shares of Class B Common Stock, voting separately as a class.

(E)Written Ballot Not Required. Elections of directors need not be by written ballot

unless otherwise provided in the Bylaws.

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(F)Amendments.  Until shares of Class B Common Stock have ceased to be issued

and outstanding, no amendment to this Certificate of Formation shall be made that amends,

alters, changes or repeals any of the provisions of this Article VIII, unless the amendment

effecting such amendment, alteration, change or repeal is approved by the affirmative vote of the

holders of at least a majority of the voting power of the then outstanding shares of Class B

Common Stock, voting separately as a class, in addition to any other vote required by law or by

this Certificate of Formation.

ARTICLE IX

(A)Limitation on Liability. To the fullest extent permitted by the TBOC, as it

presently exists or may hereafter be amended from time to time, a director or officer of the

Corporation shall not be personally liable to the Corporation or its shareholders for monetary

damages for an act or omission by the director or officer in his or her capacity as a director or

officer or for a breach of duty as a director or officer.  If the TBOC is amended to authorize

corporate action further eliminating or limiting the personal liability of directors or officers, then

the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest

extent permitted by the TBOC, as so amended. Neither any amendment nor repeal of this Article

IX, nor the adoption of any provision of this Certificate of Formation inconsistent with this

Article IX, shall eliminate or reduce the effect of this Article IX in respect of any matter

occurring, or any cause of action, suit or claim accruing or arising or that, but for this Article IX,

would have accrued or arisen, prior to such amendment, repeal or adoption of an inconsistent

provision.

(B)Indemnification and Advancement of Expenses. To the fullest extent permitted

by the TBOC, as it presently exists or may hereafter be amended from time to time, the

Corporation is also authorized to indemnify (and advance expenses to) directors, officers,

employees and agents of the Corporation (and any other persons that the TBOC permits the

Corporation to indemnify) through Bylaw provisions, agreements with such directors, officers,

employees or agents (or other persons) or otherwise.

(C)Corporate Opportunities. The Corporation on behalf of itself and its

Subsidiaries renounces, to the fullest extent permitted by law, any interest or expectancy of the

Corporation in, or being offered an opportunity to participate in, any Covered Opportunity and

waives any claim that such Covered Opportunity constituted a corporate opportunity that should

have been presented to the Corporation or any of its Subsidiaries.  As a result of such

renunciation, (a) no Identified Person shall have any duty to present any Covered Opportunity to

the Corporation, (b) Identified Persons shall have the right to hold and exploit all Covered

Opportunities for their own account and benefit, or to direct, sell, assign or transfer any Covered

Opportunity to any other person or entity and (c) Identified Persons cannot be, and shall not be,

liable to the Corporation, its shareholders or its Subsidiaries for breach of any fiduciary duty to

the Corporation, its shareholders or its Subsidiaries by reason of the fact that any Identified

Person does not present any Covered Opportunity to the Corporation or pursues, acquires or

exploits any Covered Opportunity for itself or directs, sells, assigns or transfers any Covered

Opportunity to any other person or entity.  A “Covered Opportunity” is any matter, transaction

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or other opportunity or interest that is presented to, or acquired, created or developed by, or

which otherwise comes into the possession of, any director or Board of Directors observer or

attendee of the Corporation regardless of whether any such Person is also an employee of the

Corporation or any of its Subsidiaries and their respective Affiliates (collectively, “Identified

Persons”), unless such matter, transaction or interest is presented to, or acquired, created or

developed by, or otherwise comes into the possession of, such Identified Person expressly and

solely in such Identified Person’s capacity as an employee, director, Board of Directors observer

or attendee, or shareholder of the Corporation.  For the purposes of this Article IX(C), (i)

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries,

controls, or is controlled by, or is under common control with, another Person, and (ii) “Person”

means an individual or a corporation, partnership, limited liability company, business trust, trust,

association, or other organization, estate, government or governmental subdivision or agency, or

other legal entity, or a protected series or registered series of a domestic limited liability

company or foreign entity.

(D)Neither any amendment nor repeal of this Article IX, nor the adoption of any

provision of the Corporation’s Certificate of Formation inconsistent with this Article IX, shall

eliminate or reduce the effect of this Article IX in respect of any matter occurring, or any action

or proceeding accruing or arising or that, but for this Article IX, would accrue or arise, prior to

such amendment, repeal or adoption of an inconsistent provision.

ARTICLE X

Any action required to be taken at any annual or special meeting of shareholders of the

Corporation, or any action that may be taken at any annual or special meeting of shareholders,

may be taken without a meeting, without prior notice, and without a vote if a consent in writing

setting forth the action so taken is signed by shareholders 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 shares entitled to vote thereon were present and voted. Notwithstanding the foregoing

provisions of this Article X, any action required or permitted to be taken by the holders of Class

B Common Stock at any annual or special meeting of shareholders or of holders of Class B

Common Stock, voting separately as a class, may be taken without a meeting, without prior

notice and without a vote, if a consent in writing setting forth the action so taken is signed by the

holders of Class B Common Stock 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 shares of Class B

Common Stock were present and voted.

ARTICLE XI

A shareholder of the Corporation does not have a preemptive right to acquire the

Corporation’s unissued or treasury shares.

ARTICLE XII

Any action which, under the provisions of the TBOC or any other applicable law, is

required to be authorized or approved by the holders of any specified fraction which is in excess

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of one-half or any specified percentage which is in excess of fifty percent (50%) of the

outstanding shares (or of any class or series thereof) of the Corporation entitled to vote on such

action shall, notwithstanding any such provision, be deemed effectively and properly authorized

or approved if authorized or approved by the vote of the holders of a majority of the voting

power of the outstanding shares entitled to vote thereon (or, if the holders of any class or series

of the Corporation’s shares shall be entitled by the TBOC to vote thereon separately as a class or

series, by the vote of the holders of a majority of the voting power of the outstanding shares of

each such class or series), except as otherwise expressly provided in this Certificate of

Formation.

ARTICLE XIII

Except as otherwise expressly provided by the terms of any class or series of capital stock

permitting the holders of such class or series of capital stock to call a special meeting of

shareholders, special meetings of shareholders of the Corporation may be called only by the

Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer of the

Corporation, the Founder, and, to the extent required by the TBOC, the president, or by the

holders of not less than fifty percent (50%) (or the highest percentage permitted under the

TBOC) of the Corporation’s then outstanding shares of capital stock entitled to vote at such

special meeting. The Board of Directors may postpone or reschedule any previously scheduled

special meeting at any time, before or after the notice for such meeting has been sent to the

shareholders.

* * *

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The undersigned duly authorized officer of the Corporation has signed this Restated

Certificate of Formation on behalf of the Corporation on this      day of      , 2026.

	SPACE EXPLORATION TECHNOLOGIES CORP.
	By: