Item 1.01 Entry into a Material Definitive Agreement

On May 4, 2021, Pioneer, the Seller and certain other direct and indirect equityholders of the Seller entered into a registration rights agreement (the "Registration Rights Agreement") with respect to the Share Consideration pursuant to which, among other things and subject to certain restrictions, Pioneer is required to file with the SEC a registration statement on Form S-3 registering for resale of the Share Consideration and to conduct certain underwritten offerings thereof.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 hereto.

Item 2.01. Completion of Acquisition or Disposition of Assets

The disclosure set forth under "Introductory Note" above is incorporated by reference in response to this Item 2.01.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth under "Introductory Note" above is incorporated by reference in response to this Item 3.02. The issuance of the Share Consideration was completed in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

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Item 9.01. Financial Statements and Exhibits




(d)  Exhibits.



Exhibit
  No.                                     Description

10.1           Registration Rights Agreement dated as of May 4, 2021, by and among
             Pioneer and each of the other parties listed on the signature pages
             attached thereto.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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