MCFT

The information set forth in Item 3 hereof is hereby incorporated by reference. Registration Rights Agreement In connection with the Merger Agreement, on February 5, 2026, LOR, Inc. and the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement"), which became effective on May 15, 2026 upon the closing of the Merger, pursuant to the Merger Agreement. Under the Registration Rights Agreement, the Company must use its reasonable best efforts to file and keep a registration statement on Form S-3, continuously effective and usable for the resale of the shares of Company Common Stock received by and beneficially held by the Group following completion of the Merger (the "Group Shares"). With certain exceptions, LOR, Inc. has the right to request up to ten (10) offerings pursuant to the Registration Rights Agreement. LOR, Inc. also has "piggyback" rights to participate, on the terms and conditions described in the Registration Rights Agreement, in certain offerings of Company Common Stock registered under the Securities Act that the Company may undertake for its own account or for the account of other shareholders. Pursuant to the terms of the Registration Rights Agreement, the Company will pay all registration and filing fees pertaining to the registration of securities beneficially owned by the Group as well as all other costs, fees and expenses incident to Company's performance or compliance with the Registration Rights Agreement, provided, that, upon the closing of the first underwritten shelf takedown pursuant to the Registration Rights Agreement, LOR, Inc. shall pay $350,000 to the Company. LOR, Inc. will also pay its own fees and expenses, including the fees for any counsel, accountants or advisors retained by it, as well as any underwriter's fees (including discounts, commissions or fees of the underwriters). The Registration Rights Agreement also contains customary indemnification provisions. The Registration Rights Agreement will stay in effect until the fifteenth anniversary of the closing date of the Merger. The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Registration Rights Agreement, which is included as Exhibit B hereto and is incorporated herein by reference. Stockholders Agreement In connection with the Merger Agreement, on February 5, 2026, the Company, LOR, Inc., and certain other stockholders of the Company (LOR, Inc. together with such other stockholders, collectively, the "Stockholders") entered into a Stockholders Agreement (the "Stockholders Agreement") with respect to the Company Common Stock such Stockholders were to receive upon the closing of the Merger. The Stockholders Agreement became effective upon the closing of the Merger pursuant to the Merger Agreement. Under the terms of the Stockholders Agreement, no Stockholder may transfer its shares of Company Common Stock for six months following the closing of the Merger, and no Stockholder may transfer in the aggregate more than 50% of the Company Common Stock beneficially owned by such Stockholder from the period beginning six months following the closing until the first anniversary of the closing, in each case subject to limited exceptions. Further, under the terms of the Stockholders Agreement, for so long as the Stockholders beneficially own, in the aggregate, at least 15% of the total voting power of the outstanding capital stock of the Company, the Stockholders shall collectively have the right to nominate two directors to the board of directors of the Company, at least one of whom shall be an "independent director." For so long as the Stockholders beneficially own, in the aggregate, at least 10% but less than 15% of the capital stock of the Company, the Stockholders shall have the right to nominate one director to the board of directors of the Company, which nominee is not required to be an "independent director." Until the second anniversary of the closing of the Merger, the Stockholders have agreed to (i) be present in person or by proxy at any meeting of stockholders of the Company, (ii) vote in favor of each director nominated and recommended by the Company for election to the board of directors of the Company, (iii) vote against any stockholder nominations for directors that are not approved and recommended by the Company's board of directors for election to its board of directors, and (iv) vote against any proposals or resolutions to remove any member of the Company's board of directors (unless such removal was approved and recommended by the board of directors of the Company). In addition, the Stockholders have agreed to customary standstill provisions for the period ending on the second anniversary of the Merger. The Stockholders Agreement shall automatically terminate upon the last to occur of (i) the first anniversary of the closing of the Merger, and (ii) the date at which the Stockholders cease to beneficially own, in the aggregate, at least 10% of the total voting power of the outstanding capital stock of the Company. The foregoing description of the Stockholders Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Stockholders Agreement, which is included as Exhibit D hereto and is incorporated herein by reference. First Amendment to the Stockholders Agreement On March 11, 2026, the Company and the Stockholders entered into a First Amendment to the Stockholders Agreement (the "First Amendment to the Stockholders Agreement"), which amends the Stockholders Agreement to remove a provision which required the written consent of the Stockholders prior to removing the Stockholders' director nominees from the board of directors of the Company. The foregoing description of the First Amendment to the Stockholders Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the First Amendment to the Stockholders Agreement, which is included as Exhibit D hereto and is incorporated herein by reference. In addition to the foregoing, subject to applicable securities laws and regulations, market conditions and other factors, the reporting persons may sell a portion of the shares of Common Stock beneficially owned by the reporting persons from time to time in open market transactions pursuant to Rule 144 under the Securities Act of 1933, as amended, pursuant to registered secondary offerings or transactions exempt from the registration requirements of the Securities Act, in privately negotiated transactions or otherwise, including pursuant to Rule 10b5-1 plans, for liquidity, asset diversification, tax and estate planning and charitable giving purposes. The reporting persons may modify their current plans depending on the reporting persons' evaluation of various factors, including the Company's business prospects and financial position, other developments concerning the Company, the price level of the Common Stock, conditions in the securities markets and general economic and industry conditions and other factors deemed relevant by the reporting persons. Furthermore, the reporting persons continue to reserve the right to formulate plans or make proposals, and take such action with respect thereto, including any or all of the items set forth in subsections (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.

The information set forth in Item 3 hereof is hereby incorporated by reference. Registration Rights Agreement In connection with the Merger Agreement, on February 5, 2026, LOR, Inc. and the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement"), which became effective on May 15, 2026 upon the closing of the Merger, pursuant to the Merger Agreement. Under the Registration Rights Agreement, the Company must use its reasonable best efforts to file and keep a registration statement on Form S-3, continuously effective and usable for the resale of the shares of Company Common Stock received by and beneficially held by the Group following completion of the Merger (the "Group Shares"). With certain exceptions, LOR, Inc. has the right to request up to ten (10) offerings pursuant to the Registration Rights Agreement. LOR, Inc. also has "piggyback" rights to participate, on the terms and conditions described in the Registration Rights Agreement, in certain offerings of Company Common Stock registered under the Securities Act that the Company may undertake for its own account or for the account of other shareholders. Pursuant to the terms of the Registration Rights Agreement, the Company will pay all registration and filing fees pertaining to the registration of securities beneficially owned by the Group as well as all other costs, fees and expenses incident to Company's performance or compliance with the Registration Rights Agreement, provided, that, upon the closing of the first underwritten shelf takedown pursuant to the Registration Rights Agreement, LOR, Inc. shall pay $350,000 to the Company. LOR, Inc. will also pay its own fees and expenses, including the fees for any counsel, accountants or advisors retained by it, as well as any underwriter's fees (including discounts, commissions or fees of the underwriters). The Registration Rights Agreement also contains customary indemnification provisions. The Registration Rights Agreement will stay in effect until the fifteenth anniversary of the closing date of the Merger. The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Registration Rights Agreement, which is included as Exhibit B hereto and is incorporated herein by reference. Stockholders Agreement In connection with the Merger Agreement, on February 5, 2026, the Company, LOR, Inc., and certain other stockholders of the Company (LOR, Inc. together with such other stockholders, collectively, the "Stockholders") entered into a Stockholders Agreement (the "Stockholders Agreement") with respect to the Company Common Stock such Stockholders were to receive upon the closing of the Merger. The Stockholders Agreement became effective upon the closing of the Merger pursuant to the Merger Agreement. Under the terms of the Stockholders Agreement, no Stockholder may transfer its shares of Company Common Stock for six months following the closing of the Merger, and no Stockholder may transfer in the aggregate more than 50% of the Company Common Stock beneficially owned by such Stockholder from the period beginning six months following the closing until the first anniversary of the closing, in each case subject to limited exceptions. Further, under the terms of the Stockholders Agreement, for so long as the Stockholders beneficially own, in the aggregate, at least 15% of the total voting power of the outstanding capital stock of the Company, the Stockholders shall collectively have the right to nominate two directors to the board of directors of the Company, at least one of whom shall be an "independent director." For so long as the Stockholders beneficially own, in the aggregate, at least 10% but less than 15% of the capital stock of the Company, the Stockholders shall have the right to nominate one director to the board of directors of the Company, which nominee is not required to be an "independent director." Until the second anniversary of the closing of the Merger, the Stockholders have agreed to (i) be present in person or by proxy at any meeting of stockholders of the Company, (ii) vote in favor of each director nominated and recommended by the Company for election to the board of directors of the Company, (iii) vote against any stockholder nominations for directors that are not approved and recommended by the Company's board of directors for election to its board of directors, and (iv) vote against any proposals or resolutions to remove any member of the Company's board of directors (unless such removal was approved and recommended by the board of directors of the Company). In addition, the Stockholders have agreed to customary standstill provisions for the period ending on the second anniversary of the Merger. The Stockholders Agreement shall automatically terminate upon the last to occur of (i) the first anniversary of the closing of the Merger, and (ii) the date at which the Stockholders cease to beneficially own, in the aggregate, at least 10% of the total voting power of the outstanding capital stock of the Company. The foregoing description of the Stockholders Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Stockholders Agreement, which is included as Exhibit D hereto and is incorporated herein by reference. First Amendment to the Stockholders Agreement On March 11, 2026, the Company and the Stockholders entered into a First Amendment to the Stockholders Agreement (the "First Amendment to the Stockholders Agreement"), which amends the Stockholders Agreement to remove a provision which required the written consent of the Stockholders prior to removing the Stockholders' director nominees from the board of directors of the Company. The foregoing description of the First Amendment to the Stockholders Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the First Amendment to the Stockholders Agreement, which is included as Exhibit D hereto and is incorporated herein by reference. In addition to the foregoing, subject to applicable securities laws and regulations, market conditions and other factors, the reporting persons may sell a portion of the shares of Common Stock beneficially owned by the reporting persons from time to time in open market transactions pursuant to Rule 144 under the Securities Act of 1933, as amended, pursuant to registered secondary offerings or transactions exempt from the registration requirements of the Securities Act, in privately negotiated transactions or otherwise, including pursuant to Rule 10b5-1 plans, for liquidity, asset diversification, tax and estate planning and charitable giving purposes. The reporting persons may modify their current plans depending on the reporting persons' evaluation of various factors, including the Company's business prospects and financial position, other developments concerning the Company, the price level of the Common Stock, conditions in the securities markets and general economic and industry conditions and other factors deemed relevant by the reporting persons. Furthermore, the reporting persons continue to reserve the right to formulate plans or make proposals, and take such action with respect thereto, including any or all of the items set forth in subsections (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.

The information set forth in Item 3 hereof is hereby incorporated by reference. Registration Rights Agreement In connection with the Merger Agreement, on February 5, 2026, LOR, Inc. and the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement"), which became effective on May 15, 2026 upon the closing of the Merger, pursuant to the Merger Agreement. Under the Registration Rights Agreement, the Company must use its reasonable best efforts to file and keep a registration statement on Form S-3, continuously effective and usable for the resale of the shares of Company Common Stock received by and beneficially held by the Group following completion of the Merger (the "Group Shares"). With certain exceptions, LOR, Inc. has the right to request up to ten (10) offerings pursuant to the Registration Rights Agreement. LOR, Inc. also has "piggyback" rights to participate, on the terms and conditions described in the Registration Rights Agreement, in certain offerings of Company Common Stock registered under the Securities Act that the Company may undertake for its own account or for the account of other shareholders. Pursuant to the terms of the Registration Rights Agreement, the Company will pay all registration and filing fees pertaining to the registration of securities beneficially owned by the Group as well as all other costs, fees and expenses incident to Company's performance or compliance with the Registration Rights Agreement, provided, that, upon the closing of the first underwritten shelf takedown pursuant to the Registration Rights Agreement, LOR, Inc. shall pay $350,000 to the Company. LOR, Inc. will also pay its own fees and expenses, including the fees for any counsel, accountants or advisors retained by it, as well as any underwriter's fees (including discounts, commissions or fees of the underwriters). The Registration Rights Agreement also contains customary indemnification provisions. The Registration Rights Agreement will stay in effect until the fifteenth anniversary of the closing date of the Merger. The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Registration Rights Agreement, which is included as Exhibit B hereto and is incorporated herein by reference. Stockholders Agreement In connection with the Merger Agreement, on February 5, 2026, the Company, LOR, Inc., and certain other stockholders of the Company (LOR, Inc. together with such other stockholders, collectively, the "Stockholders") entered into a Stockholders Agreement (the "Stockholders Agreement") with respect to the Company Common Stock such Stockholders were to receive upon the closing of the Merger. The Stockholders Agreement became effective upon the closing of the Merger pursuant to the Merger Agreement. Under the terms of the Stockholders Agreement, no Stockholder may transfer its shares of Company Common Stock for six months following the closing of the Merger, and no Stockholder may transfer in the aggregate more than 50% of the Company Common Stock beneficially owned by such Stockholder from the period beginning six months following the closing until the first anniversary of the closing, in each case subject to limited exceptions. Further, under the terms of the Stockholders Agreement, for so long as the Stockholders beneficially own, in the aggregate, at least 15% of the total voting power of the outstanding capital stock of the Company, the Stockholders shall collectively have the right to nominate two directors to the board of directors of the Company, at least one of whom shall be an "independent director." For so long as the Stockholders beneficially own, in the aggregate, at least 10% but less than 15% of the capital stock of the Company, the Stockholders shall have the right to nominate one director to the board of directors of the Company, which nominee is not required to be an "independent director." Until the second anniversary of the closing of the Merger, the Stockholders have agreed to (i) be present in person or by proxy at any meeting of stockholders of the Company, (ii) vote in favor of each director nominated and recommended by the Company for election to the board of directors of the Company, (iii) vote against any stockholder nominations for directors that are not approved and recommended by the Company's board of directors for election to its board of directors, and (iv) vote against any proposals or resolutions to remove any member of the Company's board of directors (unless such removal was approved and recommended by the board of directors of the Company). In addition, the Stockholders have agreed to customary standstill provisions for the period ending on the second anniversary of the Merger. The Stockholders Agreement shall automatically terminate upon the last to occur of (i) the first anniversary of the closing of the Merger, and (ii) the date at which the Stockholders cease to beneficially own, in the aggregate, at least 10% of the total voting power of the outstanding capital stock of the Company. The foregoing description of the Stockholders Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Stockholders Agreement, which is included as Exhibit D hereto and is incorporated herein by reference. First Amendment to the Stockholders Agreement On March 11, 2026, the Company and the Stockholders entered into a First Amendment to the Stockholders Agreement (the "First Amendment to the Stockholders Agreement"), which amends the Stockholders Agreement to remove a provision which required the written consent of the Stockholders prior to removing the Stockholders' director nominees from the board of directors of the Company. The foregoing description of the First Amendment to the Stockholders Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the First Amendment to the Stockholders Agreement, which is included as Exhibit D hereto and is incorporated herein by reference. In addition to the foregoing, subject to applicable securities laws and regulations, market conditions and other factors, the reporting persons may sell a portion of the shares of Common Stock beneficially owned by the reporting persons from time to time in open market transactions pursuant to Rule 144 under the Securities Act of 1933, as amended, pursuant to registered secondary offerings or transactions exempt from the registration requirements of the Securities Act, in privately negotiated transactions or otherwise, including pursuant to Rule 10b5-1 plans, for liquidity, asset diversification, tax and estate planning and charitable giving purposes. The reporting persons may modify their current plans depending on the reporting persons' evaluation of various factors, including the Company's business prospects and financial position, other developments concerning the Company, the price level of the Common Stock, conditions in the securities markets and general economic and industry conditions and other factors deemed relevant by the reporting persons. Furthermore, the reporting persons continue to reserve the right to formulate plans or make proposals, and take such action with respect thereto, including any or all of the items set forth in subsections (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.

The information set forth in Item 3 hereof is hereby incorporated by reference. Registration Rights Agreement In connection with the Merger Agreement, on February 5, 2026, LOR, Inc. and the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement"), which became effective on May 15, 2026 upon the closing of the Merger, pursuant to the Merger Agreement. Under the Registration Rights Agreement, the Company must use its reasonable best efforts to file and keep a registration statement on Form S-3, continuously effective and usable for the resale of the shares of Company Common Stock received by and beneficially held by the Group following completion of the Merger (the "Group Shares"). With certain exceptions, LOR, Inc. has the right to request up to ten (10) offerings pursuant to the Registration Rights Agreement. LOR, Inc. also has "piggyback" rights to participate, on the terms and conditions described in the Registration Rights Agreement, in certain offerings of Company Common Stock registered under the Securities Act that the Company may undertake for its own account or for the account of other shareholders. Pursuant to the terms of the Registration Rights Agreement, the Company will pay all registration and filing fees pertaining to the registration of securities beneficially owned by the Group as well as all other costs, fees and expenses incident to Company's performance or compliance with the Registration Rights Agreement, provided, that, upon the closing of the first underwritten shelf takedown pursuant to the Registration Rights Agreement, LOR, Inc. shall pay $350,000 to the Company. LOR, Inc. will also pay its own fees and expenses, including the fees for any counsel, accountants or advisors retained by it, as well as any underwriter's fees (including discounts, commissions or fees of the underwriters). The Registration Rights Agreement also contains customary indemnification provisions. The Registration Rights Agreement will stay in effect until the fifteenth anniversary of the closing date of the Merger. The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Registration Rights Agreement, which is included as Exhibit B hereto and is incorporated herein by reference. Stockholders Agreement In connection with the Merger Agreement, on February 5, 2026, the Company, LOR, Inc., and certain other stockholders of the Company (LOR, Inc. together with such other stockholders, collectively, the "Stockholders") entered into a Stockholders Agreement (the "Stockholders Agreement") with respect to the Company Common Stock such Stockholders were to receive upon the closing of the Merger. The Stockholders Agreement became effective upon the closing of the Merger pursuant to the Merger Agreement. Under the terms of the Stockholders Agreement, no Stockholder may transfer its shares of Company Common Stock for six months following the closing of the Merger, and no Stockholder may transfer in the aggregate more than 50% of the Company Common Stock beneficially owned by such Stockholder from the period beginning six months following the closing until the first anniversary of the closing, in each case subject to limited exceptions. Further, under the terms of the Stockholders Agreement, for so long as the Stockholders beneficially own, in the aggregate, at least 15% of the total voting power of the outstanding capital stock of the Company, the Stockholders shall collectively have the right to nominate two directors to the board of directors of the Company, at least one of whom shall be an "independent director." For so long as the Stockholders beneficially own, in the aggregate, at least 10% but less than 15% of the capital stock of the Company, the Stockholders shall have the right to nominate one director to the board of directors of the Company, which nominee is not required to be an "independent director." Until the second anniversary of the closing of the Merger, the Stockholders have agreed to (i) be present in person or by proxy at any meeting of stockholders of the Company, (ii) vote in favor of each director nominated and recommended by the Company for election to the board of directors of the Company, (iii) vote against any stockholder nominations for directors that are not approved and recommended by the Company's board of directors for election to its board of directors, and (iv) vote against any proposals or resolutions to remove any member of the Company's board of directors (unless such removal was approved and recommended by the board of directors of the Company). In addition, the Stockholders have agreed to customary standstill provisions for the period ending on the second anniversary of the Merger. The Stockholders Agreement shall automatically terminate upon the last to occur of (i) the first anniversary of the closing of the Merger, and (ii) the date at which the Stockholders cease to beneficially own, in the aggregate, at least 10% of the total voting power of the outstanding capital stock of the Company. The foregoing description of the Stockholders Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Stockholders Agreement, which is included as Exhibit D hereto and is incorporated herein by reference. First Amendment to the Stockholders Agreement On March 11, 2026, the Company and the Stockholders entered into a First Amendment to the Stockholders Agreement (the "First Amendment to the Stockholders Agreement"), which amends the Stockholders Agreement to remove a provision which required the written consent of the Stockholders prior to removing the Stockholders' director nominees from the board of directors of the Company. The foregoing description of the First Amendment to the Stockholders Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the First Amendment to the Stockholders Agreement, which is included as Exhibit D hereto and is incorporated herein by reference. In addition to the foregoing, subject to applicable securities laws and regulations, market conditions and other factors, the reporting persons may sell a portion of the shares of Common Stock beneficially owned by the reporting persons from time to time in open market transactions pursuant to Rule 144 under the Securities Act of 1933, as amended, pursuant to registered secondary offerings or transactions exempt from the registration requirements of the Securities Act, in privately negotiated transactions or otherwise, including pursuant to Rule 10b5-1 plans, for liquidity, asset diversification, tax and estate planning and charitable giving purposes. The reporting persons may modify their current plans depending on the reporting persons' evaluation of various factors, including the Company's business prospects and financial position, other developments concerning the Company, the price level of the Common Stock, conditions in the securities markets and general economic and industry conditions and other factors deemed relevant by the reporting persons. Furthermore, the reporting persons continue to reserve the right to formulate plans or make proposals, and take such action with respect thereto, including any or all of the items set forth in subsections (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.