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CUSIP No. 171077407
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SC 13D/A
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Page
5
of 9
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Amendment, following approval by the Issuers stockholders, the third tranche (the
Third
Tranche
) closed on August 18, 2017, at which closing the Issuer issued 786,167 Shares to Pioneer Step and 1,179,250 Shares to the other April 2017 Purchaser.
Upon completion of the Second Tranche, the April 2017 Purchase Agreement required that the Issuers Board of Directors (the
Board
) increase the number of authorized directors so as to create two vacant seats on the Board, which vacancies were to be filled on a date following the Issuers 2017 Annual Meeting of Stockholders by one designee
selected by each of the April 2017 Purchasers (the
Purchaser Designees
). As such, Pioneer Step exercised its right to designate for appointment an individual to fill one of the two new vacancies on the Issuers Board.
Thereafter, on August 18, 2017, in connection with the closing of the Third Tranche, Wing Tak Wendy Yu was designated by the Reporting Persons and appointed by the Issuer as a director.
In addition, from and after the date of the April 2017 Purchase Agreement, upon prior written request thereof by any April 2017 Purchaser, the Issuer shall
use reasonable efforts to enter into one or more voting agreements with one or more of the April 2017 Purchasers and such other substantial holders of Common Stock as reasonably requested by such April 2017 Purchaser(s) and agreed to by the Issuer
in respect of the election of the Purchaser Designees.
May 2019 Registration Rights Agreement
Simultaneously with the execution of the May 2019 Note Purchase Agreement, the Issuer and the May 2019 Purchasers entered into a Registration Rights Agreement,
dated May 9, 2019 (the
May 2019 Registration Rights Agreement
) with respect to the Shares issuable to the May 2019 Purchasers upon conversion of the Notes pursuant to the terms of the Notes. The May 2019 Registration
Rights Agreement grants the May 2019 Purchasers customary shelf and piggyback registration rights.
November 2017 Registration Rights Agreement
Simultaneously with the execution of the November 2017 Purchase Agreement, the Issuer, Pioneer Step and the other November 2017 Purchasers entered
into a Registration Rights Agreement, dated November 3, 2017 (the
November 2017 Registration Rights Agreement
) with respect to the Shares acquired under the November 2017 Purchase Agreement. The November 2017
Registration Rights Agreement grants Pioneer Step and the other November 2017 Purchasers customary shelf and piggyback registration rights.
April 2017
Registration Rights Agreement
At the closing of the First Tranche, the April 2017 Purchase Agreement required that the Issuer and the April 2017
Purchasers promptly enter into a Registration Rights Agreement in form and substance reasonably acceptable to the April 2017 Purchasers (the
April 2017 Registration Rights Agreement
) with respect to the Shares acquired
under the April 2017 Purchase Agreement. The Issuer and the April 2017 Purchasers entered into the April 2017 Registration Rights Agreement on April 29, 2017. The April 2017 Registration Rights Agreement grants the April 2017 Purchasers
customary shelf and piggyback registration rights.
The foregoing descriptions of the May 2019 Note Purchase Agreement, the Notes, the November 2017
Purchase Agreement, the April 2017 Purchase Agreement, the May 2019 Registration Rights Agreement, the November 2017 Registration Rights Agreement, the April 2017 Registration Rights Agreement, and the First Amendment are not complete and are
qualified in their entirety by reference to the full text of the May 2019 Note Purchase Agreement, the Notes, the November 2017 Purchase Agreement, the April 2017 Purchase Agreement, the May 2019 Registration Rights Agreement, the November 2017
Registration Rights Agreement, the April 2017 Registration Rights Agreement, and the First Amendment, which are incorporated by reference into this Schedule 13D pursuant to Exhibits 99.2, 99.3, 99.4, 99.5, 99.6, 99.7 and 99.8 of Item 7 hereof.
Pioneer Step acquired the Shares pursuant to the April 2017 Purchase Agreement and the November 2017 Purchase Agreement, and will acquire the Shares pursuant
to the May 2019 Purchase Agreement, as investments in its ordinary course of business.
In connection with the foregoing, and as may be appropriate from
time to time, each of the Reporting Persons may consider the feasibility and advisability of various alternative courses of action with respect to its investment in the Issuer, including, without limitation: (a) the acquisition or disposition
by the Reporting Persons of Shares, including through derivative transactions which may include security-based swaps and short sales; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of