-3. Employees who are nonresident aliens with no earned income (within the meaning of Code Section 911(d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)).

, 3.6 and 3.7. The foregoing licenses include neither a license to provide “contract research” to any third party nor a license to do “contract manufacturing” for any third party that has not been granted a license to use the EXPRESSION SYSTEM. “Contract research” is the performing of services for a third party using one or more HOST STRAINS, EXPRESSION VECTORS, or EXPRESSION SYSTEMS to make batches of NANOBODY PRODUCT that are intended for administration to and/or testing in human beings. “Contract manufacturing” is the manufacture of NANOBODY PRODUCT under a contract for a third party wherein the third party will sell the NANOBODY PRODUCT under its (or its AFFILIATE’S) own name or under a tradename owned by it (or its AFFILIATE). […​…].

[Schedule 3.2(a)] accurately and completely sets forth the capital structure of each Group Company, including the number of shares of capital stock or other equity interests which are authorized and which are issued and outstanding. All of the Units and any other issued and outstanding shares of capital stock or other equity interests of each Group Company are # except to the extent such concepts are not applicable under the applicable Law of such Group Company’s jurisdiction of incorporation, formation or organization (as applicable) or other applicable Law, duly authorized and validly issued and are fully paid and non-assessable, # are held of record by the Persons and in the amounts set forth on [Schedule 3.2(a)], and (iii) were not issued or acquired by the holders thereof in violation of any Law, contract or the preemptive rights of any Person.

[Schedule 3.2(c)] sets forth the name, owner, jurisdiction of incorporation, formation or organization (as applicable) and percentages of outstanding equity securities owned by each Group Company, with respect to each Person (other than a Group Company) that has issued capital stock or other equity interests owned by such Group Company.

[Schedule 3.11(a)] sets forth a true and complete list of all material Employee Benefit Plans.

[Schedule 3.20(a)] contains a list of # the twenty (20) largest clients or customers, including any insurance companies under any Program Agreement (the “Material Customers”) of the Group Companies (measured by revenue), # the twenty (20) largest insurance carriers for which the Group Companies write policies (measured by revenue) (the “Material Carriers”), and # the twenty (20) largest Vendors (the “Material Vendors”) of the Group Companies (measured by aggregate spend), in each case for the twelve (12) months ended ​.

[Schedule 3.21(c)] sets forth a true and complete list of the top 20 Third-Party Agents of the Group Companies based on aggregate dollar amount of production for the twelve (12) month period ending ​ (collectively, the “Top Producers”). No Top Producer has # materially reduced the amount of business it transacts with the Group Companies or # given notice to any Group Company in writing that it intends to materially reduce the amount of business it transacts with the Group Companies.

[Schedule 3.20(a)] sets forth a complete and accurate list of all employees of the Company as of the date of this Agreement and the Closing Date showing for each as of that date # the employee’s name, employer, job title or description, location, salary level (including any bonus, commission, deferred compensation or other remuneration payable (other than any such arrangements under which payments are at the discretion of the Company)), # any bonus, commission or other remuneration other than salary paid during the Company’s fiscal year ending ​ and # any wages, salary, bonus, commission or other compensation due and owing to each employee for the fiscal year ending ​. Except as set forth on [Schedule 3.21(a)], no employee is a party to a written employment agreement or contract with the Company and each is employed “at will”. The Company has paid in full to all employees all wages, salaries, commission, bonuses and other compensation due, including overtime compensation, and there are no severance payments which are or could become payable by the Company to any employees under the terms of any written or, to the Knowledge of the Company, oral agreement, or commitment or any Law, custom, trade or practice.

[Schedule 3.20(b)] contains a list of all independent contractors (including consultants) currently engaged by the Company, along with the position, date of retention and rate of remuneration, most recent increase (or decrease) in remuneration and amount thereof, for each such Person.

[Section 3.4] of the Plan is amended to add the following sentence to the end thereof: