Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 29, 2026, by and between Mag Magna Corp., a Wyoming corporation, with headquarters located at 4005 West Reno Avenue, Suite F, Las Vegas, Nevada 89118 (the “Company”) and Silvercrest Hybrid Capital LLC, a Nevada limited liability company, with its address at 1325 Airmotive Way, Suite 202, Reno, NV 89502 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2026, by and between MAG MAGNA CORP., a Wyoming corporation, with headquarters located at 4005 West Reno Avenue, Suite F, Las Vegas, NV 89118 (the “Company”), and CFI CAPITAL LLC, a Florida limited liability company, with its address at 2151 West Hillsboro Blvd., Suite 209, Deerfield Beach, FL 33442 (the “Buyer”).

WHEREAS:

A.The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 6, 2026, by and between Mag Magna Corp., a Wyoming corporation, with headquarters located at 4005 West Reno Avenue, Suite F, Las Vegas, Nevada 89118 (the “Company”) and GW Capital Investments, LLC, a Nevada limited liability company, with its address at 123 W NYE Lane, Suite 129, Carson City, NV 89706 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

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THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

US $170,000.00

MAG MAGNA CORP.

12% CONVERTIBLE REDEEMABLE NOTE

DUE APRIL 29, 2027

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THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

US $170,000.00

MAG MAGNA CORP.

6% CONVERTIBLE REDEEMABLE NOTE

DUE APRIL 1, 2027

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of June 2026, by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Subscriber”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share;

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Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ] [ ], 2026, is made and entered into by and among Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), Yorkville International Capital Sponsor, LLC, a Florida limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”), and the undersigned parties listed under Holder on the signature pages hereto (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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RECITALS

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Exhibit 10.11

YORKVILLE INTERNATIONAL CAPITAL CORP.

1012 Springfield Ave.

Mountainside, New Jersey 07092

[ ] [ ], 2026

Yorkville International Capital Sponsor, LLC

1012 Springfield Ave.

Mountainside, New Jersey 07092

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Yorkville International Capital Corp. (the “Company”) and Yorkville International Capital Sponsor, LLC (the “Services Provider” or “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1, as amended, and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June [  ], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), and Yorkville International Capital Sponsor, LLC, a Florida limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 4,000,000 warrants (including in the event that the over-allotment option in connection with the Public Offering is exercised) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [   ], 2026, by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers, advisors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June [ ], 2026 by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-295912) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share commencing 30 days following the consummation of the Company’s initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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June [  ], 2026

Yorkville International Capital Corp.

1012 Springfield Avenue

Mountainside, New Jersey 07092

Re:	Initial Public Offering

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Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entit

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