Mag Magna Corp

EX-99.1 · CHARTER OF EXECUTIVE COMMITTEE

EX-99.1
 8
 magmagna_ex9901.htm
 CHARTER OF EXECUTIVE COMMITTEE

 Exhibit 99.1

 MAG MAGNA
CORP.

 CHARTER OF THE EXECUTIVE COMMITTEE

 OF THE BOARD OF DIRECTORS

 The Executive Committee (the “Committee” )
has the authority and responsibilities described in this Executive Committee Charter (the “Charter” ), which
was duly adopted by the Board of Directors of Mag Magna Corp., a Wyoming corporation (the “Company” ) on February
16, 2026, to be effective on such date.

 1. Committee
Membership. The Committee shall consist of Harpreet Sangha, Chairman of the Board of the Company and Jamal Khurshid, a Director and
Chief Executive Officer of the Company.

 The initial Chairman of the Committee shall be Harpreet
Sangha. Thereafter, the Chairman of the Committee shall be appointed by the members of the Committee. The members of the Committee shall
serve at the pleasure of the Board of Directors or until their successors shall be duly designated. Vacancies in the Committee shall be
filled by the Board of Directors.

 2. Responsibilities.
During the intervals between the meetings of the Board of Directors, the Executive Committee shall have and may exercise all of the authority
of the Board of Directors in the management of the business affairs of the Company; provided, however , that the Committee is not
authorized to declare dividends, and other distributions, to propose to shareholders actions that require such shareholders’ approval,
fill vacancies on the board or adopt, amend or repeal bylaws. This authorization is further subject to the limitations imposed by law,
the Bylaws of the Company or the Board of Directors.

 3. Meetings
and Actions Without a Meeting. The Committee will meet at such times and with such frequency as the Committee shall determinate as
appropriate to meet its responsibilities. The Chairman of the Committee, in consultation with the other member(s) of the Committee will
set the dates, times and places of such meetings. The Committee will report to the full Board of Directors from time to time with respect
to the activities of the Committee. A quorum of the Committee for the transaction of business will be a majority of its members. Meetings
may be held via telephone or video conference. The Committee may also act by unanimous written consent in lieu of a meeting in accordance
with the Company’s Bylaws. The Chairman of the Committee will designate a secretary for each meeting, who need not be a member of
the Committee.

 CHARTER OF THE EXECUTIVE COMMITTEE | PAGE SOLO

EX-99.2 · CHARTER OF AUDIT COMMITTEE

EX-99.2
 9
 magmagna_ex9902.htm
 CHARTER OF AUDIT COMMITTEE

 Exhibit 99.2

 MAG MAGNA
CORP.

 CHARTER OF THE AUDIT COMMITTEE

 OF THE BOARD OF DIRECTORS

 The Audit Committee (the “Committee” )
has the authority and responsibilities described in this Audit Committee Charter (the “Charter” ), which was
duly adopted by the Board of Directors of Mag Magna Corp., a Wyoming corporation (the “Company” ), on April 3,
2026, to be effective on such date.

 This Charter was adopted by the Board of Directors
(the “Board” ) of the Company on April 3, 2025.

 A. Purpose

 The purpose of the Committee shall be to serve as an
independent and objective party to monitor the Company’s financial reporting process and internal control system and to provide
an open avenue of communication among the independent auditors, financial and senior management and the Board. The Committee’s primary
duties and responsibilities are to monitor and oversee:

 • the integrity of the financial statements of the Company and its financial reporting process and systems
of internal controls regarding finance and accounting;

 • the qualifications, independence and performance of the Company’s independent auditor;

 • the performance of the Company’s internal audit function; and

 • compliance by the Company with applicable legal and regulatory requirements.

 The Committee shall prepare the audit committee report
that Securities and Exchange Commission rules require to be included in the Company’s annual proxy statement. To effectively perform
his or her role, each Committee member will obtain an understanding of the detailed responsibilities of Committee membership.

 B. Structure and Membership

 1. Number.
The Committee shall consist of at least three directors of the Company (each, a “member” ).

 2. Independence.
Each member of the Committee shall be “independent” according to the standards of the NASDAQ Stock Market and the Company
(to the extent the Company maintains requirements that are more stringent).

 3. Financial
Literacy. Each member of the Committee must be able to read and understand fundamental financial statements, including the Company’s
balance sheet, income statement, and cash flow statement, at the time of his or her appointment to the Committee. In addition, at least
two members shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any
other comparable experience or background which results in the individual’s financial sophistication, including being or having
been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities, internal accounting
controls and experience with the preparation or auditing of financial statements of generally comparable companies and the application
of such principles in connection with the accounting for estimates, accruals, and reserves.

 4. Chair.
The Board shall designate the Chair of the Committee, upon the recommendation of the Governance Committee of the Company (the “Governance
Committee” ); provided, however , that, until such time as the Board shall have established the Governance Committee,
the Board shall designate the Chair of the Committee.

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 5. Selection
and Removal. The Governance Committee of the Company shall recommend nominees for appointment to the Committee annually and as vacancies
or newly-created positions occur or are about to occur. Committee members shall be appointed by the Board annually and may be removed
by the Board at any time, with or without cause.

 C. Authority and Responsibilities

 General

 The Committee shall discharge its responsibilities,
and shall assess the information provided by the Company’s management and the Company’s registered public accounting firm
(the “independent auditor” ) in accordance with the same standards of duty and care as do the Directors of the
Board.

 The Committee’s primary task is one of oversight
as set forth in this Charter. In performing their duties and responsibilities, Committee members are entitled to rely in good faith on
information, opinions, reports or statements prepared by:

 • One or more officers or employees of the Company whom the Committee member reasonably believes to be
reliable and competent in the matters presented;

 • Counsel, independent internal
and external auditors or other persons retained by the Company or the Committee as to matters which the Committee member reasonably believes
to be within the professional or expert competence of such person; or

 • Another committee of the Board as to matters within its designated authority which the Committee member
reasonably believes to merit confidence.

 In addition to any other responsibilities which may
be assigned from time to time by the Board, the Committee is authorized to undertake, and has responsibility for, the following matters:

 Oversight of Independent Auditors

 1. Retention and Termination . The Committee has the sole authority to retain and terminate the independent auditors of the Company
(subject, if applicable, to stockholder ratification), including sole authority to approve all audit engagement fees and terms and all
non-audit services to be provided by the independent auditors. The Committee must pre-approve each such non-audit service to be provided
by the Company’s independent auditors. The Committee may consult with management in the decision making process, but may not delegate
this authority to management. The Committee may, from time to time, delegate its authority to approve non-audit services on a preliminary
basis to one or more Committee members, provided that such designees present any such approvals to the full Committee at the next Committee
meeting.

 2. Oversight . The Committee shall review and approve the timetable, scope and staffing of the independent auditors’ annual
audit plan(s).

 3. Independence . The Committee shall evaluate the independent auditors’ qualifications, performance and independence, and
shall present its conclusions and recommendations with respect to the independent auditors to the Board on at least an annual basis. As
part of such evaluation, at least annually, the Committee shall:

 (a) obtain and review a report from the Company’s independent auditors:

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 (1) describing the independent auditor’s internal quality-control procedures;

 (2) describing any material issues raised by (a) the most recent internal quality-control review or peer review of the independent auditor,
or (b) any inquiry or investigation by governmental or professional authorities, within the preceding five years, regarding one or more
independent audits carried out by the auditing firm; and any steps taken to deal with any such issues;

 (3) describing all relationships between the independent auditor and the Company; and

 (4) assuring that Section 10A of the Securities Exchange Act of 1934 has not been implicated; and

 (5) assuring that the independent auditors responsible for auditing the Company did not provide any consulting services that would impair
its independence under the relevant rules and regulations;

 (b) evaluate the adequacy of the auditors’ quality-control procedures and their compliance with such controls;

 (c) review and evaluate the senior members of the independent auditor team, particularly the lead audit partner;

 (d) consider whether the lead audit partner or the audit firm should be rotated in addition to the rotation of the lead audit or reviewing
partner as required by law, so as to assure continuing auditor independence; and

 (e) obtain the opinion of management and the internal auditors of the independent auditor’s performance.

 4. Hiring Policies . The Committee shall establish clear policies
 for the Company’s hiring of employees or former employees of the independent auditors.

 Oversight of Internal Audit Function

 1. Internal Audit Program Review . At least annually, the Committee shall evaluate the performance, responsibilities, budget and
staffing of the Company’s internal audit function and review the annual internal audit plan and the result of the internal audits
for each audited department. Such evaluation shall include a review of the responsibilities, budget and staffing of the Company’s
internal audit function with the independent auditors as well as an evaluation of the thoroughness and effectives in identifying actual
and potential weaknesses in internal controls, and make any recommendations to improve the internal audit function as may be appropriate.
The Committee shall review the results of completed internal audits and evaluate whether the Company’s internal controls over financial
reporting are sufficient to detect, and deter fraudulent financial reporting. The Committee shall receive periodic presentations from
the internal audit department on the identification and remediation of material weaknesses in the Company’s internal control environment,
including any significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s
ability to record, process, summarize, and report financial data.

 2. Role of Chief Audit Executive . The Committee shall meet periodically with the Chief Audit Executive to review and evaluate
the internal audit function. One of the primary functions of the Chief Audit Executive shall be to assist the Audit Committee in fulfilling
its oversight responsibilities by reviewing, in detail and on an on-going basis:

 (a) the financial reports and other financial information provided by the Company to any governmental body or the public;

 (b) the Company’s systems of internal controls with respect to finance, accounting, legal, compliance, regulatory, compliance and
ethics that management has established; and

 (c) the Company’s auditing, accounting and financial reporting processes generally.

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 3.

 Evaluation of Chief Audit Executive .
At least annually, the Committee, in consultation with management of the Company shall evaluate the performance of the Chief Audit Executive
for the Company, or if none shall be named, the senior internal auditing executive and shall have, following consultation with management
of the Company, the authority to retain and to terminate the Chief Audit Executive or if none shall be named, the senior internal auditing
executive.

 4. Comprehensive Supervisory Plan . The Committee shall oversee,
 review and approve management’s development of a comprehensive supervisory plan for
 the Company, which shall include an internal audit plan. The Committee shall oversee that
 management develops such a supervisory plan annually and updates it as appropriate for the
 consolidated organization.

 5. Internal Audit Reports . The
Committee shall review all significant reports prepared by the Internal Audit Department together with management’s response and
the follow-up to these reports.

 Financial Statements; Disclosure and Regulatory
Matters

 1. Review of Financial Statements and Reports . The Committee shall
 review with management, the internal auditors and the independent auditor, in separate meetings
 if the Committee deems it appropriate.

 (a) the annual audited financial statements, including the Company’s disclosures under “Management’s Discussion and
Analysis and Analysis of Financial Condition and Results of Operations”, prior to the filing of the Company’s Form 10-K;

 (b) the quarterly financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis
and Analysis of Financial Condition and Results of Operations”, prior to the filing of the Company’s Form 10-Q;

 (c) any analyses or reports prepared by management, the internal auditors and/or the independent auditor setting forth significant financial
reporting issues and judgments made in connection with the financial statements, including analyses of the effects of alternative GAAP
methods on the financial statements;

 (d) the critical accounting policies and practices of the Company;

 (e) the effect of regulatory and accounting initiatives (including any SEC investigations or proceedings) on the financial statements
of the Company;

 (f) the effect of off-balance sheet structures on the financial statements of the Company; and

 (g) any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s
selection or application of accounting principles.

 2.
 Review of Earnings Information .
The Committee shall review, in conjunction with management, the Company’s policies with respect to the Company’s earnings
press releases and all financial information, such as earnings guidance, provided to analysts and rating agencies, including the types
of information to be disclosed and the types of presentation to be made and paying particular attention to the use of “pro forma”
or “adjusted” “non-GAAP” information.

 3.
 Review of Legal and Regulatory Matters .
The Committee shall review periodically with the General Counsel of the Company, legal and regulatory matters that may have a material
impact on the Company’s financial statements.

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 4.
 Review of Internal Controls .
The Committee shall, in conjunction with the Chief Executive Officer and Chief Financial Officer of the Company, periodically review the
Company’s internal controls (including computerized information system controls and security) and disclosure controls and procedures,
including whether there are any significant deficiencies in the design or operation of such controls and procedures, material weaknesses
in such controls and procedures, any corrective actions taken with regard to such deficiencies and weaknesses and any fraud involving
management or other employees with a significant role in such controls and procedures.

 5.
 Review of Audit Issues . The Committee shall review and discuss
with the independent auditor any audit problem or difficulties and management’s response thereto; including those matters required
by Statement on Auditing Standards No. 61, including the following:

 (a) any restrictions on the scope
of the independent auditor’s activities or access to requested information;

 (b) any accounting adjustments that
were noted or proposed by the auditor but were “passed” (as immaterial or otherwise);

 (c) any communications between
the audit team and the audit firm’s national office regarding auditing or accounting issues presented by the engagement;

 (d) any management or internal control
letter issued, or proposed to be issued, by the auditor; and

 (e) any significant disagreements between
the Company’s management and the independent auditor.

 6. Procedures . The Committee shall establish and oversee procedures for:

 (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing
matters, and

 (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

 7. Preparation of Audit Committee Report . The Committee shall prepare
 the audit committee report that Securities and Exchange Commission rules require to be included
 in the Company’s annual proxy statement.

 D. Procedures and Administration

 1. Meetings . The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this Charter,
but not less frequently than five times annually, including meeting prior to the commencement and following the completion of the annual
audit by the Company’s independent auditor. At least one meeting per year shall contain an executive session with no members of
management present. Special meetings may be held from time to time pursuant to the call of the Chair of the Committee. The Chair of the
Committee, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings, shall
set meeting agendas consistent with this Charter and shall, when present, preside at the meetings of the Committee. Meetings may be conducted
by teleconference. In lieu of a meeting, the Committee may also act by unanimous written consent resolution. The Committee shall designate
a person (who need not be a member of the Committee) to keep minutes of its meetings. The minutes shall be retained by the Corporate Secretary
of the Company. At least quarterly, the Committee shall meet separately with management, with internal auditors or other personnel responsible
for the internal audit function and with the independent auditor.

 2. Quorum . A majority of the Committee members in office shall constitute a quorum at any meeting but a lesser number may adjourn
any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. If a quorum is present, the Committee
may take action through the vote of a majority of the directors who are in attendance.

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 3. Subcommittees . The Committee may, to the full extent permitted by applicable law or regulation, form and delegate its authority
to subcommittees of the Committee when it deems appropriate and in the best interests of the Company.

 4. Reports to the Board . The Committee shall report to the Board at least quarterly. This report shall include a review of any
issues that arise with respect to the quality or integrity of the Company’s financial statements, the performance and independence
of the Company’s independent auditors, the performance of the internal audit function and any other matters that the Committee deems
appropriate or is requested to be included by the Board.

 5. Charter . The Committee shall periodically, and not less than annually, review and reassess the adequacy of this Charter and
recommend any proposed changes to the Board for approval.

 6. Independent Advisors . The Committee has the authority (without seeking Board or management approval) to retain and terminate
special legal, financial, accounting, audit or other professional advisors ( “Advisors” ) to assist the Committee
in performing its responsibilities under this Charter. Such retention shall be coordinated by the Committee Chair with the assistance
of the General Counsel of the Company. The Company shall be responsible for all costs and expenses incurred by the Advisors retained by
the Committee; provided, that the Committee reviews and approves all invoices of the Advisors prior to their submission to the Company
for payment.

 7. Access to Company Employees and Advisors . In addition to the above, the Committee shall have full, free and unrestricted access
to the Company’s management, officers, employees, outside counsel, investment bankers, analysts who follow the Company and independent
auditors to assist the Committee in performing its duties under the Charter and the Committee may, upon reasonable notice, require the
Company’s management, officers, employees, outside counsel, investment bankers and independent auditors to meet with one or more
of the Committee’s Advisors.

 8. Annual Self-Evaluation . At least annually, the Committee shall evaluate its own performance and report to the Board on such
evaluation.

 9. Recommendations to the Board . The Committee shall make recommendations to the Board based on its conclusions, oversight and
review or, if power to do so is delegated by the Board, the Committee shall approve matters within such delegation of authority.

 E. Limitations Inherent in
the Audit Committee’s Role

 It is not the duty of the Committee to plan or conduct
audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with GAAP. Management
is responsible for the preparation, presentation and integrity of the Company’s financial statements, for the appropriateness of
the accounting principles and reporting policies that are used by the Company, and for establishing and maintaining adequate internal
controls over financial reporting. The independent auditor is responsible for auditing the Company’s financial statements and the
Company’s internal control over financial reporting and for reviewing the Company’s unaudited interim financial statements.

 It is also not the duty of the Committee to conduct
investigations, to resolve disagreements, if any, between management and the outside auditors, to guarantee the independent auditor’s
reports, or to assure compliance with laws and regulations and the Company’s policies generally.

 * * * End
of Charter * * *

 6

EX-10.1 · SECURITIES PURCHASE AGREEMENT

EX-10.1
 2
 magmagna_ex1001.htm
 SECURITIES PURCHASE AGREEMENT

 Exhibit 10.1

 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”);

 B.
 Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement
a 6% convertible redeemable note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $170,000.00
(together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with
the terms thereof, the “Note”), convertible into shares of common stock, of the Company (the “Common Stock”),
upon the terms and subject to the limitations and conditions set forth in such Note. The Note shall contain an original issue discount
of $17,000.00, such that the purchase price of the Note shall be $153,000.00.

 C.
 The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth
immediately below its name on the signature page hereto; and

 NOW THEREFORE , the
Company and the Buyer severally (and not jointly) hereby agree as follows:

 1.
 Purchase and Sale of the Note .

 a.
 Purchase of the Note . On the Closing Date (as defined below), the Company shall issue and
sell to the Buyer, and the Buyer agrees to purchase from the Company such Note as is set forth immediately below the Buyer’s name
on the signature pages hereto.

 b.
 Form of Payment . On the Closing Date (as defined below), (i) the Buyer shall pay the purchase
price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of
immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the
Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages
hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company to the Buyer, against delivery of such
Purchase Price.

 c.
 Closing Date . The date and time of the issuance and sale of the Note pursuant to this Agreement
(the “Closing Date”) shall be on or about April 1, 2026, or such other mutually agreed upon time. The closing of the transactions
contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the
parties.

 2.
 Buyer’s Representations and Warranties . The Buyer represents and warrants to the Company that:

 a.
 Investment Purpose . As of the date hereof, the Buyer is purchasing the Note and the shares
of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stock being collectively referred
to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and
not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration
under the 1933 Act; provided , however , that by making the representations herein, the Buyer does not agree to hold any of
the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with
or pursuant to an effective registration statement with respect to such Securities or an exemption under the 1933 Act.

 1

 b. Accredited
Investor Status . The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited
Investor”). Any of Buyer’s transferees, assignees, or purchasers must be “accredited investors” in order to qualify
as prospective transferees, permitted assignees in the case of Buyer’s or Holder’s transfer, assignment, or sale of the Note.

 c.
 Reliance on Exemptions . The Buyer understands that the Securities are being offered and sold
to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that
the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements,
acknowledgments, and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of the Buyer to acquire the Securities.

 d.
 Information . The Buyer and its advisors, if any, have been furnished with all materials relating
to the business, finances, and operations of the Company and materials relating to the offer and sale of the Securities which have been
requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the
Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose
such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither
such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend,
or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands
that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a
breach of any of the Company's representations and warranties made herein.

 e. Governmental
Review . The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed
upon or made any recommendation or endorsement of the Securities.

 f.
 Transfer or Re-sale . The Buyer understands that (i) the sale or re-sale of the Securities
has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred
unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have
delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions
of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant
to an exemption from such registration, which opinion may be accepted by the Company in its reasonable discretion, (c) the Securities
are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule
144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is
an Accredited Investor, or (d) the Securities are sold pursuant to Rule 144 or Regulation S under the 1933 Act (or a successor rule)
(“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that
shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion may be accepted by the
Company in its reasonable discretion; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with
the terms of said Rule 144 and further, if said Rule 144 is not applicable, any re-sale of such Securities under circumstances in which
the selling Buyer (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933
Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii)
neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder (in each case).

 g. Legends .
The Buyer understands that the Note and, until such time, if any, as the Conversion Shares have been registered under the 1933 Act may
be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that have
been sold, the Conversion Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be
placed against the transfer of the certificates for such Securities):

 2

 “NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR ASSIGNED
(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)
AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.”

 The legend set forth above
shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped,
if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration
statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number
of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel,
in form, substance, and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer
of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company in its reasonable
discretion so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s)
from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.

 h. Authorization;
Enforcement . This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of
the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

 i. Residency .
The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

 3.
 Representations and Warranties of the Company . The Company represents and warrants to the Buyer
that:

 a. Organization
and Qualification . The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing, and in good
standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own,
lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted, except
for those jurisdictions in which failure to have such authority would not have a Material Adverse Effect.

 b.
 Authorization; Enforcement . (i) The Company has all requisite corporate power and authority
to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the
Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and the Note by the Company
and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note
and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized
by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders
is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized
representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection
herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the
Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the
enforcement of creditors’ rights generally and general principles of equity.

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 c.
 Issuance of Shares . The shares reserved for conversion of the Note shall be duly authorized
and reserved for issuance as soon as practicable after the Company has increased its shares of authorized Common Stock in an amount equal
to or greater than that permitting it to reserve such shares. Upon conversion of the Note in accordance with its respective terms, Conversion
Shares will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to
the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose
personal liability upon the holder thereof.

 d. Acknowledgment
of Dilution . The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the
Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion
of the Note in accordance with this Agreement and the Note is absolute and unconditional regardless of the dilutive effect that such
issuance may have on the ownership interests of other shareholders of the Company.

 e. No
Conflicts . The execution, delivery and performance of this Agreement and the Note by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the
Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws,
(ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse
of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries is a party, or (iii) result
in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and
regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any
of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (except for such
conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate,
have a Material Adverse Effect). Except for applicable blue sky state notice filings, all consents, authorizations, orders, filings and
registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to
the date hereof. The Company is not in violation of the eligibility requirements of the OTC Markets Exchange (the “OTC Markets”)
and does not reasonably anticipate that the Common Stock will be ineligible for quotation on the OTC MARKETS in the foreseeable future,
nor are the Company’s securities “chilled” by DTC. The Company and its subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing. For purposes of this Agreement, “Material Adverse Effect” means an event or
combination of events, which individually or in the aggregate, would reasonably be expected to (a) adversely affect the legality, validity
or enforceability of the Agreement or the Note, or (b) have or result in a material adverse effect on the results of operations, assets,
or financial condition of the Company, taken as a whole.

 f.
 Absence of Litigation . Except as disclosed to the Buyer or in the Company’s filings
with the SEC, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency,
self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting
the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect.

 g.
 Acknowledgment Regarding Buyer’s Purchase of Securities . The Company acknowledges and
agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions
contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer
or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice
or a recommendation and is merely incidental to the Buyer’ purchase of the Securities.

 h.
 No Integrated Offering . Neither the Company, nor any of its affiliates, nor any person acting
on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security
under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.

 4

 i. Title
to Property . The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable
title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free
and clear of all liens, encumbrances and defects except such as are described in Schedule 3(i) or such as would not have a Material Adverse
Effect. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting
and enforceable leases with such exceptions as would not have a Material Adverse Effect.

 j.
 Bad Actor . No officer or director of the Company would be disqualified under Rule 506(d) of
the Securities Act as amended on the basis of being a "bad actor" as that term is established in the September 19, 2013
Small Entity Compliance Guide published by the Securities and Exchange Commission.

 k. Breach
of Representations and Warranties by the Company . If the Company breaches any of the representations or warranties set forth in this
Section 3 in any material respect (subject to a 10-day cure period from the date that the Buyer notifies the Company in writing of such
breach with reasonable detail), and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered
an Event of Default under the Note.

 4.
 COVENANTS.

 a.
 Expenses . The Company agrees that Buyer can deduct $6,000.00 (Six Thousand Dollars) from the
$153,000.00 payment due under the Note, at the time of cash funding, to be applied to the legal expenses of Buyer.

 b. Listing .
The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation
system, if necessary, upon which shares of Common Stock are then listed or quoted (subject to official notice of issuance) and, so long
as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed or quoted, such
listing or quotation of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so
long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTC MARKETS or any equivalent
replacement market, the Nasdaq stock market (“Nasdaq”), or the New York Stock Exchange (“NYSE”), as applicable,
and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial
Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer
copies of any notices it receives, if any, from the OTC MARKETS and any other markets on which the Common Stock is then listed regarding
the continued eligibility of the Common Stock for listing on such markets.

 c. Corporate
Existence . So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell
all or substantially all of the Company’s assets, except in the event of a merger, consolidation, or sale of all or substantially
all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations
hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose
Common Stock is listed for trading on the OTC MARKETS, Nasdaq or NYSE.

 d. No
Integration . The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that
would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities
to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable
to the Company or its securities.

 e. 10-Q
Filing . The Company will disclose this transaction in its next 10-Q or 10-K filing (whichever is next) in a manner sufficient to specifically
disclose the material contents of the transaction. The Company will not “lump” this Note with other similar instruments for
purposes of disclosure but will specifically identify the parties to this transaction and all material terms.

 5

 f.
 Breach of Covenants . If the Company breaches any of the covenants set forth in this Section
4 (subject to a 5-day cure period from the date that the Buyer notifies the Company in writing of such breach with reasonable detail),
and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under
the Note.

 5.
 Governing Law; Miscellaneous.

 a.
 Governing Law . This Agreement shall be governed by and construed in accordance with the laws
of the State of Florida without regard to principles of conflicts of laws. Any action brought by either party against the other concerning
the transactions contemplated by this Agreement shall be brought only in the state courts of Florida located in Miami, Florida or in the
federal courts located in the state of Florida in the Southern District of Florida. The parties to this Agreement hereby irrevocably waive
any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens . The Company and Buyer waive the trial by jury. The prevailing party shall be entitled
to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other
agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being
served in any suit, action, or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 b.
 Counterparts; Signatures by Facsimile . This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered
to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this
Agreement.

 c.
 Headings . The headings of this Agreement are for the convenience of reference only and shall
not form part of, or affect the interpretation of, this Agreement.

 d. Severability .
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or
enforceability of any other provision hereof.

 e. Entire
Agreement; Amendments . This Agreement and the instruments referenced herein contain the entire understanding of the parties with
respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the
Buyer makes any representation, warranty, covenant, or undertaking with respect to such matters. No provision of this Agreement may be
waived or amended other than by an instrument in writing signed by the majority in the interest of the Buyer.

 6

 f. Notices .
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, (iv) via electronic mail or (v) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most
recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a)
upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address
or number designated below (if delivered on a business day during normal business hours where such notice is to be received) or delivery
via electronic mail, or the first business day following such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be:

 If to the Company, to:

 MAG MAGNA CORP.

 4005 West Reno Avenue, Suite F

 Las Vegas, NV 89118

 Attn: Jamal Khurshid, CEO

 If to the Buyer:

 CFI CAPITAL LLC

 2151 West Hillsboro Blvd.

 Suite 209

 Deerfield Beach, FL 33442

 Attn: Ahron Fraiman, Manager

 Each party shall provide notice
to the other party of any change in address.

 g.
 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the
parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any “qualified
person”, any “permitted assigns”, or “prospective transferee” that acquires or purchases Conversion Securities
in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1933 Act, without
the consent of the Company with Buyer’s opinion of counsel (from a reputable law firm) permitting the same. A qualified person is
an “accredited investor” transferee, assignee, or purchaser of the Note who succeeds to the Holder’s right, title, and
interest to all or a portion of the Note accompanied with an opinion of counsel as provided for in Section 2(f).

 h.
 Third Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto
and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any
other person.

 i.
 Survival . The representations and warranties of the Company and the agreements and covenants
set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf
of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees, and agents for
loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties,
and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement.

 j.
 Further Assurances . Each party shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments, and documents, as the
other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation
of the transactions contemplated hereby.

 7

 k.
 No Strict Construction . The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 l.
 Remedies . The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges
that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or
threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available
remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic
loss and without any bond or other security being required.

 [ Signature page follows ]

 8

 IN WITNESS WHEREOF, the undersigned
Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

 MAG MAGNA CORP.

 By: /s/ Jamal Khurshid

 Name: Jamal Khurshid

 Title: CEO

 CFI CAPITAL LLC

 By: /s/ Ahron Fraiman

 Name: Ahron Fraiman

 Title: Manager

 AGGREGATE SUBSCRIPTION AMOUNT:

 Aggregate Principal Amount of the Note:
 $170,000.00

 Aggregate Purchase Price:

 Note: $170,000.00, less $17,000.00 in original issue discount, and
less $6,000.00 in legal fees.

 9

EX-10.2 · 6% CONVERTIBLE REDEEMABLE NOTE

EX-10.2
 3
 magmagna_ex1002.htm
 6% CONVERTIBLE REDEEMABLE NOTE

 Exhibit 10.2

 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

 FOR VALUE RECEIVED, MAG MAGNA
CORP. (the “Company”) promises to pay to the order of CFI CAPITAL LLC and its authorized successors and Permitted Assigns,
defined below, (the " Holder "), the aggregate principal face amount of One Hundred Seventy Thousand Dollars exactly (U.S.
$170,000.00) on April 1, 2027 (the " Maturity Date ") and to pay interest on the principal amount outstanding hereunder
at the rate of 6% per annum commencing on April 1, 2026 (the “ Issuance Date ”). The interest will be paid to the Holder
in whose name this 6% Convertible Redeemable Note (this “Note”) is registered on the records of the Company regarding registration
and transfers of this Note. This Note shall contain a $17,000.00 original issue discount, such that the purchase price shall be $153,000.00.
The principal of, and interest on, this Note are payable at 2151 West Hillsboro Blvd, Suite 209, Deerfield Beach, FL 33442, initially,
and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company
will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required
by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing
on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of the outstanding principal hereunder
and shall satisfy and discharge the liability for the principal on this Note to the extent of the sum represented by such check or wire
transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein. Permitted Assigns means any
“qualified person”, “permitted assigns” or “prospective transferee” acquiring all or a portion of
this Note accompanied by an Opinion of Counsel, all in accordance with the terms provided in Sections 2(f) and 5(g) of the Securities
Purchase Agreement by and between the Holder and the Company dated as of April 1, 2026 (the “Securities Purchase Agreement”).

 This Note is subject to the
following additional provisions:

 1. This
Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder
surrendering the same. No service charge will be made for such registration or transfer, or exchange, except that Holder shall pay any
tax or other governmental charges payable in connection therewith and for the cost of any Opinion of Counsel as maybe required under Section
5(g) of the Securities Purchase Agreement. To the extent that Holder subsequently transfers, assigns, sells or exchanges any of the multiple
lesser denomination notes, Holder acknowledges that it will provide the Company with an Opinion of Counsel as provided for in Sections
2(f) and 5(g) of the Securities Purchase Agreement (“Opinions of Counsel”).

 2. The
Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

 3. This
Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (" Act "), applicable
state securities laws and Sections 2(f) and 5(f) of the Securities Purchase Agreement. Any attempted transfer to a non-qualifying party
shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company
may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether
or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder
of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth
in Section 4(a), and any prequalified prospective transferee of this Note, also is required to give the Company written confirmation that
this Note is being converted (" Notice of Conversion ") in the form annexed hereto as Exhibit A . The date of receipt
(including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date. All notices of conversion will be accompanied
by an Opinion of Counsel of the Holder’s counsel, which the Company shall not reasonably reject.

 1

 4. (a)The Holder of this Note is entitled,
at its option, at any time after the 6 th monthly anniversary of this Note, to convert all or any amount of the principal face
amount of this Note then outstanding into shares of the Company's common stock (the " Common Stock ") at a price (" Conversion
Price ") for each share of Common Stock equal to 60% of the lowest trading price of the Common Stock as reported
on the OTC Markets on which the Company’s shares are then traded or any exchange upon which the Common Stock may be traded in the
future (the " Exchange "), for the twenty prior trading days including the day upon which a Notice
of Conversion is received by the Company (provided such Notice of Conversion is duly executed by the Holder and is delivered together
with a duly executed Opinion of Counsel, by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard
or Daylight Savings Time if the Holder wishes to include the same day closing price). For purposes of the above calculations, a day shall
not be considered a trading day if there was no trading volume for the Company’s Common Stock for that particular day. If the shares
have not been delivered within 2 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the
Company delivering the shares of Common Stock to the Holder within 2 business days of receipt by the Company of the Notice of Conversion.
Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued
on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the
Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of
the stockholders to reduce the par value to the lowest value possible under law or to conduct a reverse split at a ratio determined by
the Company’s board of directors. The Company agrees to honor all conversions submitted pending this increase or such stock split,
as applicable. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased
to 50% instead of 60% while that “Chill” is in effect. In no event shall the Holder be allowed to effect a conversion
if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed
4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written
notice by the Holder to the Company).

 (b) Interest
on any unpaid principal balance of this Note shall be paid at the rate of 6% per annum. Interest shall be paid by the Company in Common
Stock ("Interest Shares"). The Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based
on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued
interest calculated on the unpaid principal balance of this Note to the date of such notice.

 (c) The
Note may be prepaid or assigned with the following penalties/premiums:

 PREPAY DATE
 PREPAY AMOUNT

 ≤ 30 days
 105% of principal plus accrued interest

 30- 59 days
 110% of principal plus accrued interest

 60-89 days
 115% of principal plus accrued interest

 90-119 days
 120% of principal plus accrued interest

 120-149 days
 130% of principal plus accrued interest

 150-180 days
 140% of principal plus accrued interest

 Such redemption must be closed and funded within
3 days of giving notice of redemption, or the right to redeem shall be null and void. Any partial prepayments will be made in accordance
with the formula set forth in the chart above with respect to principal, premium, and interest.

 (d) Upon
(i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions,
(ii) a reclassification, capital reorganization (excluding an increase in authorized capital) or other change or exchange of outstanding
shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the
Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected
solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding
shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"),
then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for the prepayment price set forth in Section
4(c), above, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount
of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

 2

 (e) In
the event the Company is not able to pay the payment section forth in Section 4(d), above , then in case of any Sale Event (not to
include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted,
the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting
this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash)
receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares
of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately
prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the
holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person
or entity acting in good faith.

 5. No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

 6. The
Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor,
notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be
directly and primarily liable for the payment of all sums owing and to be owing hereto.

 7. The
Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in
collecting any amount due under this Note.

 8. If
one or more of the following described "Events of Default" shall occur:

 (a) The
Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

 (b) Any
of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore
or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase
Agreement under which this note was issued shall be false or misleading in any material respect; or

 (c) The
Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company
under this Note or any other note issued to the Holder; or

 (d) The
Company shall (1) become insolvent (which does not include a “going concern opinion”); (2) admit in writing its inability
to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution;
(4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or
business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition
for bankruptcy relief, all under federal or state laws as applicable; or

 (e) A
trustee, liquidator, or receiver shall be appointed for the Company or for a substantial part of its property or business without its
consent and shall not be discharged within sixty (60) days after such appointment; or

 (f) Any
governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control
of the whole or any substantial portion of the properties or assets of the Company; or

 (g) One
or more money judgments, writs or warrants of attachment, or similar process, in excess of two hundred fifty thousand dollars ($250,000)
in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated,
unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale
thereunder; or

 3

 (h) The
Company has defaulted on or breached any term of any other purchase agreement or note or similar debt instrument into which the Company
has entered and failed to cure such default within the appropriate grace period; or

 (i) The
Company shall have its Common Stock delisted from an exchange (including the OTC Markets) or, if the Common Stock trades on an exchange,
then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its reports under the Securities
Exchange Act of 1934, as amended, with the SEC;

 (j) The
Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without a restrictive legend within 2 business
days of its receipt of a Notice of Conversion which includes a duly executed Opinion of Counsel from a reputable lawyer or law firm expressing
an opinion which supports the removal of a restrictive legend; or

 (k) The
Company shall not replenish the reserve set forth in Section 12, within 2 business days of the written request of the Holder.

 (l) The
Company shall be delinquent in its periodic report filings with the Securities and Exchange Commission (subject to applicable extensions);
or

 (m) The
Company shall cause to lose the “bid” price for its stock in a market (including the OTC marketplace or other exchange); or

 (n) Terminate
its existing transfer agent relationship without the prior written consent of the Holder.

 Then, or at any time thereafter,
unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder
(which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion,
the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other
than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained
to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of
the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest
shall accrue at a default interest rate at the highest rate of interest permitted by law, and the Conversion Price shall be adjusted from
60% to 45% (the conversion price discount shall increase by 15%). In the event of a breach of Section 8(j) the penalty shall be
$500 per day if the shares are not issued beginning on the 3 rd day after the conversion notice was delivered to the Company.
This penalty shall increase to $1,000 per day beginning on the 10 th day. In the event of a breach of Section 8(h), the
Holder may elect to utilize the same remedy available under the defaulted interest, and such remedy shall be incorporated by reference
into the terms of this Note. Further, if a breach of Section 8(l) occurs or is continuing after the 6-month anniversary of the Note, then
the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. For
example, if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50%, the Holder
may elect to convert future conversions at $0.005 per share.

 If the Holder shall commence
an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder
prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred
in the investigation, preparation, and prosecution of such action or proceeding.

 9. In
case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable,
such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity
and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby. Specifically, notwithstanding
any provision to the contrary, the parties acknowledge and agree that the Company is a corporation and the loan evidenced by this Note
is made solely for business and commercial purposes. Accordingly, pursuant to Florida Statutes § 687.031 and applicable Florida
case law, the provisions of Florida usury law, including §§ 687.02 and 687.03, shall not apply to this transaction. The
Holder and Company further acknowledge that no natural person is guaranteeing the obligations under this Note, and the proceeds are not
intended for consumer or personal use. In entering into this Note, each party has independently evaluated the terms, including any conversion
rights, and agrees that the structure and pricing reflect a bona fide commercial transaction outside the scope of Florida usury laws.

 4

 10. Neither
this Note nor any term hereof may be amended, waived, discharged, or terminated other than by a written instrument signed by the Company
and the Holder.

 11. The
Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously
has been a “shell” issuer at least 12 months have passed since the Company has reported form 10 type information indicating
it is no longer a “shell” issuer. Further. The Company will instruct its counsel to either (i) write a 144 opinion to allow
for the salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.

 12. The
Company shall issue irrevocable transfer agent instructions reserving 2,083,333 shares of its Common Stock for conversions under
this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be canceled.
The Company should at all times reserve a minimum of five times the amount of shares required if the note would be fully converted.
The Holder may reasonably request increases from time to time to reserve such amounts to maintain such five times coverage, and the Company
will be responsible for all fees associated with the increase in the Share Reserve. The Company will instruct its transfer agent to provide
the outstanding share information to the Holder in connection with its conversions, along with shareholder information statements and
other shareholder reservations that exist. The Holder shall be entitled to deduct $1,000 per conversion to adequately cover all transfer
agent costs and legal fees associated with issuing and delivering the shares to the Holder. To the extent the Company is unable to maintain
the Share Reserve at five times the discounted amount of the Note, it shall immediately begin to increase its authorized capital in an
amount necessary to maintain all share reservations.

 13. The
Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations
etc. This notice shall be given to the Holder as soon as possible under law.

 14. If
it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable
provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable
law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that
would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.

 15.So long as this Note is
outstanding, upon any issuance by the Company or any of its subsidiaries of any security with any term more favorable to the holder of
such security or with a term (including without limitation any Conversion Price) in favor of the holder of such security that was not
similarly provided to the Holder in this Note (other than a future financing with the Holder), then the Company shall notify the Holder
of such additional or more favorable term and such term, at the Holder’s option, shall become a part of the Note with the Holder.
The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited
to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock
sale price, private placement price per share, and warrant coverage

 16. This
Note shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts
of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought
only in the state courts of Florida located in Miami, Florida, or in the federal courts located in the state of Florida in the Southern
District of Florida. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and
Buyer waive the trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees
and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith
and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably
waives personal service of process and consents to process being served in any suit, action, or proceeding in connection with this Agreement
or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any other manner permitted by law. This Agreement may be executed in counterparts, and the facsimile transmission of
an executed counterpart to this Agreement shall be effective as an original.

 [ Signature page follows ]

 5

 IN WITNESS WHEREOF, the Company
has caused this Note to be duly executed by an officer thereunto duly authorized.

 Dated: April 1, 2026.

 MAG MAGNA CORP.

 By: /s/ Jamal Khurshid

 Name: Jamal Khurshid

 Title: Chief Executive Officer

 6

 EXHIBIT A

 NOTICE OF CONVERSION

 (To be Executed by the Registered Holder in order
to Convert the Note)

 The undersigned hereby irrevocably elects to convert
*$___________ of the above Note into _________ Shares of Common Stock of MAG MAGNA CORP. (“Shares”) according to the conditions
set forth in such Note, as of the date written below.

 If Shares are to be issued
in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect
thereto.

 Date of Conversion: ________________________________________ _

 Applicable Conversion Price: __________________________________

 Signature:_________________________________________________

 [Print Name of Holder and Title of Signer]

 Address: _________________________________________________

 SSN or EIN: _______________________________________________

 Shares are to be registered in the following name: ___________________

 Name: ____________________________________________________

 Address: __________________________________________________

 Tel: ______________________________________________________

 Fax: ______________________________________________________

 SSN or EIN: ________________________________________________

 Shares are to be sent or delivered to the following account:

 Account Name: _____________________________________________

 Address: __________________________________________________

 * consist of $____ in principal, $____ in interest and $___ in fees
pursuant to section 12 of the Note

 7