**Exhibit 3.1**

**BOX, INC.**

**AMENDED ANDRESTATED CERTIFICATE OF INCORPORATION**

Box, Inc. (the “**Corporation**”), a corporation organized and existing under thelaws of the State of Delaware, hereby certifies as follows: 

A. The Corporation was originally incorporated under the name of Box.Net,Inc., and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 11, 2008. 

B. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the GeneralCorporation Law of the State of Delaware (the “**DGCL**”), and has been duly approved by the written consent of the stockholders of the Corporation in accordance with Section 228 of the DGCL. 

C. The Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows: 

**ARTICLE I**

The name ofthe Corporation is Box, Inc. 

**ARTICLE II**

The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington,County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company. 

**ARTICLE III**

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. 

**ARTICLE IV**

A. Classesof Stock*.* The total number of shares of capital stock that the Corporation shall have authority to issue is 1,300,000,000, consisting of the following: 1,000,000,000 shares of Class A Common Stock, par value $0.0001 per share(“**Class A Common Stock**”), 200,000,000 shares of Class B Common Stock, par value $0.0001 per share (“**Class B Common Stock**”), and 100,000,000 shares of undesignated Preferred Stock, par value $0.0001 per share(“**Preferred Stock**”). 

Immediately upon the acceptance of this Amended and Restated Certificate of Incorporation forfiling by the Secretary of State of the State of Delaware (the “**Effective Time**”), each share of the Corporation’s capital stock issued and outstanding or held as treasury stock immediately prior to the Effective Time, shall,automatically and without further action by any stockholder, be reclassified as, and shall become, one share of Class B Common Stock. 

B.Rights of Preferred Stock*.* The Board of Directors of the Corporation (the “**Board of Directors**”) is authorized, subject to any limitations prescribed by law but to the fullest extent permitted by law, to provide byresolution for the issuance of shares of Preferred Stock in series, and by filing a 

certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “**Preferred Stock Designation**”), to establish from time totime the number of shares to be included in each such series, and to fix the designation, powers, (which may include, without limitation, full, limited or no voting powers), preferences, and relative, participating, optional or other rights of theshares of each such series and any qualifications, limitations or restrictions thereof. 

C. Vote to Increase or Decrease AuthorizedShares of Preferred Stock*.* The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the votingpower of all of the outstanding shares of capital stock of the Corporation entitled to vote thereon, without a separate class vote of the holders of Preferred Stock, or any separate series votes of any series thereof, unless a vote of any suchholders is required pursuant to the terms of any Preferred Stock Designation. 

D. Rights of Class A Common Stock and Class BCommon Stock*.* The relative powers, rights, qualifications, limitations and restrictions granted to or imposed on the shares of Class A Common Stock and Class B Common Stock are as follows: 

1. Voting Rights. 

(a)General Right to Vote Together; Exception*.* Except as otherwise expressly provided herein or required by applicable law, the holders of Class A Common Stock and Class B Common Stock shall vote together as one class on all matterssubmitted to a vote of the stockholders; *provided*, *however*, subject to the terms of any Preferred Stock Designation, the number of authorized shares of Class A Common Stock or Class B Common Stock may be increased or decreased(but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2)of DGCL. 

(b) Votes Per Share*.* Except as otherwise expressly provided herein or required by applicable law, on any matterthat is submitted to a vote of the stockholders, each holder of Class A Common Stock shall be entitled to one (1) vote for each such share, and each holder of Class B Common Stock shall be entitled to ten (10) votes for each suchshare. 

2. Identical Rights*.* Except as otherwise expressly provided herein or required by applicable law, shares ofClass A Common Stock and Class B 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 and Class B Common Stock shall be treated equally,identically and ratably, on a per share basis, with respect to any Distribution paid or distributed by the Corporation, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority ofthe outstanding shares of Class A Common Stock and by the affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, each voting separately as a class; *provided*, *however*, that in the event aDistribution is paid in the form of Class A Common Stock or Class B Common Stock (or Rights to acquire such stock), then holders of Class A Common Stock shall receive Class A Common Stock (or Rights to acquire such stock, as the casemay be) and holders of Class B Common Stock shall receive Class B Common Stock (or Rights to acquire such stock, as the case may be). 

(b) Subdivision or Combination. If the Corporation in any manner subdivides or combines the outstanding shares of Class A CommonStock or Class B Common Stock, the 

 
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outstanding shares of the other such class will be subdivided or combined in the same proportion and manner, unless different treatment of the shares of each such class is approved by theaffirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and by the affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, each voting separately as a class.

(c) Equal Treatment in a Change of Control or any Merger Transaction*.* In connection with any Change of Control Transaction,shares of Class A Common Stock and Class B 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 otherwisedistributed to stockholders of the Corporation, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and by theaffirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, each voting separately as a class. Any merger or consolidation of the Corporation with or into any other entity, which is not a Change of ControlTransaction, shall require approval by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and by the affirmative vote of the holders of a majority of the outstanding shares of Class B CommonStock, each voting separately as a class, unless (i) the shares of Class A Common Stock and Class B Common Stock remain outstanding and no other consideration is received in respect thereof or (ii) such shares are converted on a prorata basis into shares of the surviving or parent entity in such transaction having identical rights to the shares of Class A Common Stock and Class B Common Stock, respectively. 

3. Conversion of Class B Common Stock*.*

(a) Voluntary Conversion. Each one (1) share of Class B Common Stock shall be convertible into one (1) share ofClass A Common Stock at the option of the holder thereof at any time upon written notice to the transfer agent of the Corporation. 

(b) Automatic Conversion. Shares of Class B Common Stock shall automatically, without any further action, convert into an equalnumber of shares of Class A Common Stock upon the earlier of: 

(i) a Transfer of such share; *provided* that no such automaticconversion shall occur in the case of a Transfer (1) from a Key Holder or a Key Holder’s Permitted Transferee to another Key Holder or such Key Holder’s Permitted Transferee, or (2) by a Class B Stockholder, for tax orestate planning purposes, to any of the persons or entities listed in clauses (A) through (D) below (each, a “**Permitted Transferee**”) and from any such Permitted Transferee back to such Class B Stockholder and/or anyother Permitted Transferee established by or for such Class B Stockholder: 

(A) a trust for the benefit of such Class BStockholder or persons other than the Class B Stockholder so long as the Class B Stockholder has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such trust;*provided* such Transfer does not involve any payment of cash, securities, property or other consideration (other than an interest in such trust) to the Class B Stockholder and, *provided*, *further*, that in the event suchClass B Stockholder no longer has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such trust, each share of Class B Common Stock then held by such trust shallautomatically convert into one (1) fully paid and nonassessable share of Class A Common Stock; 

 
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(B) a trust under the terms of which such Class B Stockholder has retained a“qualified interest” within the meaning of §2702(b)(1) of the Internal Revenue Code and/or a reversionary interest so long as the Class B Stockholder has sole dispositive power and exclusive Voting Control with respect to theshares of Class B Common Stock held by such trust; *provided*, *however*, that in the event the Class B Stockholder no longer has sole dispositive power and exclusive Voting Control with respect to the shares of Class BCommon Stock held by such trust, each share of Class B Common Stock then held by such trust shall automatically convert into one (1) fully paid and nonassessable share of Class A Common Stock; 

(C) an Individual Retirement Account, as defined in Section 408(a) of the Internal Revenue Code, or a pension, profit sharing, stockbonus or other type of plan or trust of which such Class B Stockholder is a participant or beneficiary and which satisfies the requirements for qualification under Section 401 of the Internal Revenue Code; *provided* that in each casesuch Class B Stockholder has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held in such account, plan or trust, and *provided*, *further*, that in the event theClass B Stockholder no longer has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such account, plan or trust, each share of Class B Common Stock then held by such trustshall automatically convert into one (1) fully paid and nonassessable share of Class A Common Stock; 

(D) a corporation,partnership or limited liability company in which such Class B Stockholder directly, or indirectly through one or more Permitted Transferees, owns shares, partnership interests or membership interests, as applicable, with sufficient Voting Controlin the corporation, partnership or limited liability company, as applicable, or otherwise has legally enforceable rights, such that the Class B Stockholder retains sole dispositive power and exclusive Voting Control with respect to the shares ofClass B Common Stock held by such corporation, partnership or limited liability company; provided that in the event the Class B Stockholder no longer owns sufficient shares, partnership interests or membership interests, as applicable, or no longerhas sufficient legally enforceable rights to ensure the Class B Stockholder retains sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such corporation, partnership or limited liabilitycompany, as applicable, each share of Class B Common Stock then held by such corporation, partnership or limited liability company, as applicable, shall automatically convert into one (1) fully paid and nonassessable share of Class ACommon Stock; and 

(ii) the date specified by a written notice and certification request of the Corporation to the holder of such shareof Class B Common Stock requesting a certification, in a form satisfactory to the Corporation, verifying such holder’s ownership of Class B Common Stock and confirming that a conversion to Class A Common Stock has not occurred, whichdate shall not be less than sixty (60) calendar days after the date of such notice and certification request; *provided* that no such automatic conversion pursuant to this subsection (ii) shall occur in the case of a Class BStockholder or its Permitted Transferees that furnishes a certification satisfactory to the Corporation prior to the specified date. 

(c)Conversion Upon Death or Incapacity of a Class B Stockholder.****

(i) Each share of Class B Common Stock held of record by aClass B Stockholder, other than a Key Holder, who is a natural person, or by such Class B Stockholder’s Permitted Transferees, shall automatically, without any further action, convert into one (1) fully paid and nonassessable share ofClass A Common Stock upon the death or Incapacity of such Class B Stockholder. 

 
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(ii) Each share of Class B Common Stock held of record by a Key Holder, or by a KeyHolders’ Permitted Transferees, upon the death or Incapacity of such Key Holder, shall automatically convert into one (1) fully paid and nonassessable share of Class A Common Stock upon that date which is the earlier of: (a) nine(9) months after the date of death or Incapacity of the Key Holder, and (b) the date upon which the Designated Proxy Holder ceases to hold exclusive Voting Control over such shares of Class B Common Stock. 

(d) Automatic Conversion of all Outstanding Class B Common Stock. Each one (1) share of Class B Common Stock shall automatically,without any further action, convert into one (1) share of Class A Common Stock upon the date specified by affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the outstanding shares of Class B CommonStock, voting as a singe class. 

(e) Final Conversion of Class B Common Stock*.* On the Final Conversion Date, each one(1) issued share of Class B Common Stock shall automatically, without any further action, convert into one (1) share of Class A Common Stock. Following such conversion, the reissuance of all shares of Class B Common Stockshall be prohibited, and such shares shall be retired and cancelled in accordance with Section 243 of the DGCL and the filing by the Secretary of State of the State of Delaware required thereby, and upon such retirement and cancellation, allreferences to Class B Common Stock in this Amended and Restated Certificate of Incorporation shall be eliminated. 

(f) Procedures.The Corporation may, from time to time, establish such policies and procedures relating to the conversion of Class B Common Stock to Class A Common Stock and the general administration of this dual class stock structure, including theissuance of stock certificates with respect thereto, as it may deem reasonably necessary or advisable, and may from time to time request that holders of shares of Class B Common Stock furnish certifications, affidavits or other proof to theCorporation as it deems necessary to verify the ownership of Class B Common Stock and to confirm that a conversion to Class A Common Stock has not occurred. A determination by the Secretary of the Corporation that a Transfer results in aconversion to Class A Common Stock shall be conclusive and binding. 

(g) Immediate Effect. In the event of a conversion ofshares of Class B Common Stock to shares of Class A Common Stock pursuant to this Section D.3 or upon the Final Conversion Date, such conversion(s) shall be deemed to have been made at the time that the Transfer of shares occurred orimmediately upon the Final Conversion Date, as applicable. Upon any conversion of Class B Common Stock to Class A Common Stock, all rights of the holder of shares of Class B Common Stock shall cease and the person or persons in whosenames or names the certificate or certificates representing the shares of Class A Common Stock are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Class A Common Stock. Sharesof Class B Common Stock that are converted into shares of Class A Common Stock as provided in this Section D.3 shall be retired and may not be reissued. 

(h) Reservation of Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares ofClass A Common Stock, solely for the purpose of effecting the conversion of the shares of Class B Common Stock, such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of alloutstanding shares of Class B Common Stock into shares of Class A Common Stock. 

E. No Further Issuances*.* Exceptfor the issuance of Class B Common Stock issuable upon exercise of Rights outstanding at the Effective Time or a dividend payable in accordance with Article IV, Section D.2(a), the Corporation shall not at any time after the EffectiveTime issue any additional shares 

 
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of Class B Common Stock, unless such issuance is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock. After the Final ConversionDate, the Corporation shall not issue any additional shares of Class B Common Stock. 

**ARTICLE V**

The following terms, where capitalized in this Amended and Restated Certificate of Incorporation, shall have the meanings ascribed to them inthis Article V: 

“**Change of Control Share Issuance**” means the issuance by the Corporation, in a transaction orseries of related transactions, of voting securities representing more than two percent (2%) of the total voting power (assuming Class A Common Stock and Class B Common Stock each have one (1) vote per share) of the Corporationbefore such issuance to any person or persons acting as a group as contemplated in Rule 13d-5(b) under the Exchange Act (or any successor provision) that immediately prior to such transaction or series ofrelated transactions held fifty percent (50%) or less of the total voting power of the Corporation (assuming Class A Common Stock and Class B Common Stock each have one (1) vote per share), such that, immediately following suchtransaction or series of related transactions, such person or group of persons would hold more than fifty percent (50%) of the total voting power of the Corporation (assuming Class A Common Stock and Class B Common Stock each have one(1) vote per share). 

“**Change of Control Transaction**” means (i) the sale, lease, exchange, or other disposition(other than liens and encumbrances created in the ordinary course of business, including liens or encumbrances to secure indebtedness for borrowed money that are approved by the Corporation’s Board of Directors, so long as no foreclosure occursin respect of any such lien or encumbrance) of all or substantially all of the Corporation’s property and assets (which shall for such purpose include the property and assets of any direct or indirect subsidiary of the Corporation), *providedthat*any sale, lease, exchange or other disposition of property or assets exclusively between or among the Corporation and any direct or indirect subsidiary or subsidiaries of the Corporation shall not be deemed a “**Change of ControlTransaction**”; (ii) the merger, consolidation, business combination, or other similar transaction of the Corporation with any other entity, other than a merger, consolidation, business combination, or other similar transaction thatwould result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more thanfifty percent (50%) of the total voting power represented by the voting securities of the Corporation *and* more than fifty percent (50%) of the total number of outstanding shares of the Corporation’s capital stock, in each caseas outstanding immediately after such merger, consolidation, business combination, or other similar transaction, and the stockholders of the Corporation immediately prior to the merger, consolidation, business combination, or other similartransaction own voting securities of the Corporation, the surviving entity or its parent immediately following the merger, consolidation, business combination, or other similar transaction in substantially the same proportions (vis a vis each other)as such stockholders owned the voting securities of the Corporation immediately prior to the transaction; (iii) a recapitalization, liquidation, dissolution, or other similar transaction involving the Corporation, other than a recapitalization,liquidation, dissolution, or other similar transaction that would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into votingsecurities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation *and* more than fifty percent of the total number of outstanding shares ofthe Corporation’s capital stock, in each case as outstanding immediately after such recapitalization, liquidation, dissolution or other similar transaction, and the stockholders of the Corporation immediately prior to the recapitalization,liquidation, dissolution or other similar transaction own voting securities of the Corporation, the surviving entity or its parent immediately following the recapitalization, liquidation, dissolution or other similar transaction in substantially thesame proportions (vis a vis each other) as such stockholders owned the voting securities of the Corporation immediately prior to the transaction; and (iv) any Change of Control Share Issuance. 

 
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“**Class B Stockholder**” means (i) the registered holder of a share ofClass B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time. 

“**Controlled Company Exemption**” means, if and to the extent otherwise applicable to the Corporation, the exemptions from thecorporate governance rules and requirements of the Securities Exchange available to any company that constitutes a “controlled company” within the meaning of the corporate governance rules and requirements of the Securities Exchange. 

“**Designated Proxy Holder**” means, with respect to a Key Holder or any trust receiving or holding a Key Holder’s shares,any natural person designated or approved by such Key Holder and not less than sixty-six and two-thirds percent (66-2/3%) of the directors then constituting the entire Board of Directors, to act as such Key Holder’s proxy and attorney-in-factpursuant or, if there is no such designee, the members of the entire Board of Directors acting by majority vote. 

“**Distribution**” means (i) any dividend or distribution of cash, property or shares of the Corporation’s capitalstock; and (ii) any distribution following or in connection with any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary. 

“**Exchange Act**” means the United States Securities Exchange Act of 1934, as amended. 

“**Final Conversion Date**” means 5:00 p.m. in New York City, New York on the first Trading Day falling on or after the date onwhich the outstanding shares of Class B Common Stock represent less than five percent (5%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock. 

“**Incapacity**” shall mean that such holder is incapable of managing his or her financial affairs under the criteria set forthin the applicable probate code that can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months as determined by a licensed practitioner. In the event of a dispute regardingwhether a Class B Stockholder has suffered an Incapacity, no Incapacity of such holder will be deemed to have occurred unless and until an affirmative ruling regarding such Incapacity has been made by a court of competent jurisdiction. 

“**Key Holder**” means any of Aaron Levie, Dylan Smith and Dan Levin. 

“**Rights**” means any option, warrant, conversion right or contractual right of any kind to acquire shares of theCorporation’s authorized but unissued capital stock. 

“**Securities Act**” means the United States Securities Act of1933, as amended. 

“**Securities Exchange**” means, at any time, the registered national securities exchange on which theCorporation’s equity securities are then principally listed or traded, which shall be the New York Stock Exchange or NASDAQ Global Market (or similar national quotation system of the NASDAQ Stock Market) (“**NASDAQ**”) or anysuccessor exchange of either the New York Stock Exchange or NASDAQ. 

“**Trading Day**” means any day on which the SecuritiesExchange is open for trading. 

 
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“**Transfer**” of a share of Class B Common Stock shall mean any sale,assignment, transfer, conveyance, hypothecation or other transfer or disposition 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. A“**Transfer**” shall also include, without limitation, (i) a transfer of a share of Class B Common Stock to a broker or other nominee (regardless of whether or not there is a corresponding change in beneficial ownership) or(ii) the transfer of, or entering into a binding agreement with respect to, Voting Control over a share of Class B Common Stock by proxy or otherwise; *provided*, *however*, that the following shall not be considered a“**Transfer**”: (a) the grant of a proxy by a Key Holder to a Designated Proxy Holder; (b) the grant of a proxy to officers or directors of the Corporation at the request of the Board of Directors of the Corporation inconnection with actions to be taken at an annual or special meeting of stockholders; (c) the pledge of shares of Class B Common Stock by a Class B Stockholder that creates a mere security interest in such shares pursuant to a *bonafide* loan or indebtedness transaction so long as the Class B Stockholder continues to exercise Voting Control over such pledged shares; *provided*, *however*, that a foreclosure on such shares of Class B Common Stock or othersimilar action by the pledge shall constitute a “**Transfer**”; or (d) the fact that, as of the Effective Time or at any time after the Effective Time, the spouse of any Class B Stockholder possesses or obtains an interest in suchholder’s shares of Class B Common Stock arising solely by reason of the application of the community property laws of any jurisdiction, so long as no other event or circumstance shall exist or have occurred that constitutes a“**Transfer**” of such shares of Class B Common Stock. 

“**Voting Control**” with respect to a share ofClass B Common Stock means the exclusive power (whether directly or indirectly) to vote or direct the voting of such share of Class B Common Stock by proxy, voting agreement, or otherwise. 

**ARTICLE VI**

A. GeneralPowers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. 

B.Number of Directors; Election. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, the number of directors that constitutes the entire Board of Directors of the Corporation shall befixed solely by resolution of the Board of Directors. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, each director of the Corporation shall hold office until the expiration of the termfor which he or she is elected and until his or her successor has been duly elected and qualified or until his or her earlier resignation, death or removal. 

C. Classified Board Structure. From and after the Effective Time, and subject to the rights of holders of any series of Preferred Stockwith respect to the election of directors, the directors of the Corporation shall be divided into three (3) classes as nearly equal in size as is practicable, hereby designated Class I, Class II and Class III. The Board of Directors may assignmembers of the Board of Directors already in office to such classes at the time such classification becomes effective. The term of office of the initial Class I directors shall expire at the first regularly-scheduled annual meeting of stockholdersfollowing the Effective Time, the term of office of the initial Class II directors shall expire at the second annual meeting of stockholders following the Effective Time and the term of office of the initial Class III directors shall expire at thethird annual meeting of stockholders following the Effective Time. At each annual meeting of stockholders, commencing with the first regularly-scheduled annual meeting of stockholders following the Effective Time, each of the successors elected toreplace the directors of a Class whose term shall have expired at such annual meeting shall be elected to hold office until the third annual meeting next succeeding his or her election and until his or her respective successor shall have been dulyelected and qualified. 

 
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Notwithstanding the foregoing provisions of this Article VI, and subject to the rights of holdersof any series of Preferred Stock with respect to the election of directors, each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation, or removal. Subject to the rights of holders ofany series of Preferred Stock with respect to the election of directors, if the number of directors is hereafter changed, any newly created directorships or decrease in directorships shall be so apportioned among the classes as to make all classesas nearly equal in number as is practicable, provided that no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. 

D. Removal; Vacancies. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, anydirector may be removed from office by the stockholders of the Corporation only for cause. Vacancies occurring on the Board of Directors for any reason and newly created directorships resulting from an increase in the authorized number of directorsmay be filled only by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director, at any meeting of the Board of Directors. A person so elected by the Board of Directors tofill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be duly elected and qualified. 

**ARTICLE VII**

A.Written Ballot. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide. 

B.Amendment of Bylaws. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation. 

C. Special Meetings. Special meetings of the stockholders may be called only by (i) the Board of Directors pursuant to aresolution adopted by a majority of the Board of Directors; (ii) the chairman of the Board of Directors; (iii) the chief executive officer of the Corporation; or (iv) the president of the Corporation (in the absence of a chiefexecutive officer). 

D. No Stockholder Action by Written Consent. Subject to the rights of the holders of any series of PreferredStock, no action shall be taken by the stockholders of the Corporation except at an annual or special meeting of the stockholders called in accordance with the Bylaws, and no action shall be taken by the stockholders by written consent. 

E. No Cumulative Voting. No stockholder will be permitted to cumulate votes at any election of directors. 

F. No Reliance on the Controlled Company Exemption. At any time during which shares of capital stock of the Corporation are listed fortrading on the Securities Exchange, the Corporation shall not rely upon the Controlled Company Exemption. 

**ARTICLE VIII**

To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, a director of theCorporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate action further eliminating or limiting the personalliability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. 

 
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Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of theCorporation’s Certificate of Incorporation inconsistent with this Article VIII, shall eliminate or reduce the effect of this Article VIII in respect of any matter occurring, or any cause of action, suit or proceeding accruing or arising orthat, but for this Article VIII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. 

**ARTICLE IX**

Subject toany provisions in the Bylaws of the Corporation related to indemnification of directors or officers of the Corporation, the Corporation shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Corporationwho was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “**Proceeding**”) by reason of the fact that he orshe 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, partnership, joint venture, trust or other enterprise,including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. 

The Corporation shall have the power to indemnify, to the extent permitted by the DGCL, as it presently exists or may hereafter be amendedfrom time to time, any employee or agent of the Corporation who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is orwas serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. 

A right to indemnification or to advancement of expenses arising under a provision of this Amended and Restated Certificate of Incorporationor the Bylaws of the Corporation shall not be eliminated or impaired by an amendment to this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation after the occurrence of the act or omission that is the subject of thecivil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination orimpairment after such action or omission has occurred. 

**ARTICLE X**

If any provision of this Amended and Restated Certificate of Incorporation becomes or is declared on any ground by a court of competentjurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Amended and Restated Certificate of Incorporation, and the court will replace suchillegal, void or unenforceable provision of this Amended and Restated Certificate of Incorporation with a valid and enforceable provision that most accurately reflects the Corporation’s intent, in order to achieve, to the maximum extentpossible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Amended and Restated Certificate of Incorporation shall be enforceable in accordance with its terms. 

 
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Except as provided in ARTICLE VIII and ARTICLE IX above, the Corporation reserves the right toamend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to thisreservation; provided, however, that, notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of theholders of any class or series of the stock of this Corporation required by law or by this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the votingpower of the outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provision of this Amended and RestatedCertificate of Incorporation inconsistent with, ARTICLE VI, ARTICLE VII, ARTICLE VIII, ARTICLE IX or this ARTICLE X. 

*     *     * 

 
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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been signed onbehalf of the Corporation by its duly authorized officer effective this 28th day of January, 2015. 

 
**BOX, INC.**By:
/s/ Aaron Levie
Aaron LevieChief Executive Officer
 
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