Form 8-K

8-K — IGC Pharma, Inc.

Accession: 0001185185-26-001437

Filed: 2026-04-20

Period: 2026-04-14

CIK: 0001326205

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — igc8k200426.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (igcex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (igcex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (igcex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (igcex10-4.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: igc8k200426.htm · Sequence: 1

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0001326205

2026-04-14

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): April 14, 2026

IGC PHARMA, INC.

(Exact name of registrant as specified

in charter)

Maryland

001-32830

20-2760393

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

10224 Falls Road, Potomac, Maryland

20854

(Address of principal executive offices)

(Zip Code)

(301)

983-0998

(Registrant’s telephone number,

including area code)

Check the appropriate box below if the Form 8-K filing is intended to

simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $.0001 par value

IGC

NYSE American

Indicate by check mark whether the registrant is

an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐.

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive

Agreement.

On April 10, 2026, IGC Pharma,

Inc. (“IGC” or the “Company”) executed a Securities Purchase Agreement (the “Purchase Agreement”)

with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “FirstFire” or the “Holder”).

The execution and delivery of the Purchase Agreement and the related Promissory Note were completed on April 14, 2026. Pursuant to the

terms of the Purchase Agreement, the Company issued a Promissory Note (the “Note”) to FirstFire with a total aggregate principal

amount of $346,910, which includes an original issue discount of $39,910. The aggregate purchase price paid by FirstFire for the Note

is $307,000. The Note matures on April 10, 2027 (the “Maturity Date”). The Company may prepay the Note in full at any time

by providing FirstFire with prior written notice.

In addition to it, IGC Pharma,

Inc. (“IGC” or the “Company”) executed a Securities Purchase Agreement (the “Purchase Agreement”)

with Vanquish Funding Group Inc., a Virginia corporation (“VFG” or the “Holder”). Pursuant to the terms of the

Purchase Agreement, the Company issued a Promissory Note (the “Note”) to VFG with a total aggregate principal amount of $238,050,

which includes an original issue discount of $31,050. The aggregate purchase price paid by VFG for the Note is $207,000. The Note matures

on March 30, 2027 (the “Maturity Date”). The Company may prepay the Note in full at any time by providing VFG with prior written

notice.

Solely upon the occurrence

and continuation of an Event of Default under each of the Notes, each of VFG and FirstFire has the right, but not the obligation, to convert

all or any portion of the outstanding balance of its respective Note — including principal, accrued interest, and any applicable

default amounts — into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.0001 per share

(“Common Stock”). The conversion price for the Conversion Shares shall be equal to 75% of the lowest trading price of the

Common Stock during the ten (10) trading days immediately preceding the applicable conversion date. “Trading Price” means

the closing bid price of the Common Stock as reported by a reliable reporting service designated by the applicable holder.

Each VFG and FirstFire has

12% interest rate and is prohibited from converting any portion of their respective Notes to the extent that, after giving effect to such

conversion, each of the holders with their respective affiliates would beneficially own more than 4.99% of the outstanding shares of Common

Stock. This 4.99% beneficial ownership limitation may not be waived. In addition, the Company shall not issue shares of Common Stock upon

conversion of either Note in excess of 19.99% of the shares of Common Stock outstanding as of the respective date of each Purchase Agreement

(the “Conversion Cap”), unless shareholder approval is obtained in accordance with applicable NYSE American rules.

The Company intends to use

the proceeds from the Notes for general working capital purposes.

Item 2.03 Creation of a Direct Financial Obligation

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth

under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth

under Item 1.01 above is incorporated by reference into this Item 3.02.

Any Conversion Shares issuable

upon conversion of the Note will be issued pursuant to the exemption from the registration requirements of the Securities Act provided

by Section 4(a)(2) thereof, as a transaction not involving a public offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1

Securities Purchase Agreement, dated April 10, 2026, by and between IGC Pharma, Inc. and FirstFire Global Opportunities Fund, LLC.

10.2

Promissory Note, dated April 10, 2026, issued by IGC Pharma, Inc. to FirstFire Global Opportunities Fund, LLC in the aggregate principal amount of $346,910.

10.3

Securities Purchase Agreement, by and between IGC Pharma, Inc. and Vanquish Funding Group Inc.

10.4

Promissory Note, issued by IGC Pharma, Inc. to Vanquish Funding Group Inc. in the aggregate principal amount of $238,050.

104

Cover

Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

IGC PHARMA, INC.

Dated: April 20, 2026

By:

/s/ Ram Mukunda

Name:

Ram Mukunda

Title:

Chief Executive Officer and President

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: igcex10-1.htm · Sequence: 2

Exhibit 10.1

SECURITIES PURCHASE

AGREEMENT

This SECURITIES

PURCHASE AGREEMENT (the “Agreement”), dated as of April 10, 2026, by and between IGC PHARMA, INC., a Maryland corporation,

with its address at 10224 Falls Road, Potomac, Maryland 20854 (the “Company”), and FirstFire Global Opportunities Fund,

LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (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”);

and

B. Buyer desires to purchase and the Company desires to issue

and sell, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the form attached hereto as

Exhibit A, in the aggregate principal amount of $346,910.00 (including $39,910.00 of original issue discount) (the “Note”).

NOW THEREFORE, the Company and

the Buyer severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of the Securities.

a. Purchase of the Securities. 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 the Securities 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 of $307,000.00 for the Securities 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 Securities, and (ii) the Company shall deliver such duly executed Note on behalf

of the Company against delivery of such Purchase Price.

c. Closing Date. Subject to the satisfaction (or written

waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Securities

pursuant to this Agreement (the “Closing Date”) shall be on or about April 10, 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 of the Company (“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.

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”).

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 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.

e. Legends. The Buyer understands that the Securities

have not been registered under the 1933 Act; and may bear a restrictive legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS

INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE

SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH

RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES

AN OPINION OF COUNSEL TO THE BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER

AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

The legend set forth above shall be removed

and the Company shall issue such Securities without such legend to the Buyer of such Securities 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 an exemption from registration without any restriction as to the number of securities

as of a particular date that can then be immediately sold, or (b) such Buyer 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 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. In the event that the Company does not reasonably accept the opinion

of counsel that properly conforms to applicable securities laws provided by the Buyer with respect to the transfer of any Securities pursuant

to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2

of the Note.

f. 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.

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 (as defined below), 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. “Subsidiaries” means

any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any

equity or other ownership interest.

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, 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 has 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.

c. Capitalization. As of the date hereof, the authorized

Common Stock of the Company consists of 600,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 98,796,089

shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly

issued, fully paid and non-assessable.

d. Issuance of Shares. The Securities are duly authorized

and reserved for issuance in accordance with its respective terms, 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 Buyer thereof.

e. No Conflicts. The execution, delivery and performance

of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will

not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (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). The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long

as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. “Material

Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the

Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments

to be entered into in connection herewith.

f. SEC Documents; Financial Statements. The Company has

filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting

requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the

date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such

documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written

request the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated

documents. As of their respective dates or if amended, as of the dates of the amendments, the SEC Documents complied in all material

respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC

Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact

or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the

circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required

to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior

the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the Company

included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published

rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States

generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects

the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results

of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit

adjustments). The Company is subject to the reporting requirements of the 1934 Act.

g. Absence of Certain Changes. Since December 31, 2025,

except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development in the assets,

liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of

the Company or any of its Subsidiaries.

h. Absence of Litigation. Except as set forth in the

SEC Documents, 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. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

i. 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. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s

securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

j. No Brokers. The Company has taken no action which

would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement

or the transactions contemplated hereby.

k. No Investment Company. The Company is not, and upon

the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to

be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment

Company.

l. Breach of Representations and Warranties by the Company.

If the Company breaches any of the material representations or warranties set forth in this Section 3 which is continuing after the applicable

cure period as set forth in the Note, if any, and in addition to any other remedies available to the Buyer pursuant to this Agreement,

it will be considered an Event of default under Section 3.4 of the Note.

4. COVENANTS.

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of

the conditions described in Section 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds

for general working capital purposes.

c. Expenses. At the Closing, the Company’s obligation

with respect to the transactions contemplated by this Agreement is to reimburse Buyer’ expenses shall be $5,000.00 for Buyer’s

legal fees; and the Company shall directly pay any fees owed to its investment banker.

d. 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 with the prior written consent of the Buyer. For the avoidance of doubt, this Section 4(d) of this Agreement shall not

prohibit the Company’s pledge of its assets to secure repayment of a secured debt transaction in the ordinary course of business.

e. Breach of Covenants. If the Company breaches any of

the material covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement

which is continuing after the applicable cure period as set forth in the Note, it will be considered an event of default under Section

3.3 of the Note.

f. Failure to Comply with the 1934 Act. So long as the

Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue

to be subject to the reporting requirements of the 1934 Act.

g. The Buyer is Not a “Dealer”. The Buyer

and the Company hereby acknowledge and agree that the Buyer has not: (i) acted as an underwriter; (ii) acted as a market maker or specialist;

(iii) acted as “de facto” market maker; or (iv) conducted any other professional market activities such as providing investment

advice, extending credit and lending securities in connection; and thus that the Buyer is not a “Dealer” as such term is

defined in the 1934 Act.

5. Transfer Agent Instructions. The Company shall issue

irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the shares

underlying any conversion of the Note upon default of the Note (the “Conversion Shares”) in such amounts as specified from

time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer

Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to

the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant

to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as

such term is defined in the Note) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion

Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such

certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction

other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent

and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided

in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer

agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the

Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not

fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any

restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued

to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and/or this Agreement. If the Buyer

provides the Company and the Company’s transfer, at the cost of the Buyer, with an opinion of counsel in form, substance and scope

customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without

registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct

its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified

by the Buyer. 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 transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law

for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the

Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction

restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other

security being required.

6. Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to

issue and sell the Securities to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the

following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company

at any time in its sole discretion:

a. The Buyer shall have executed this Agreement and delivered

the same to the Company. Section 1(b) above.

b. The Buyer shall have delivered the Purchase Price in accordance

with

c. The representations and warranties of the Buyer shall be

true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for

representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material

respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the

Buyer at or prior to the Closing Date.

d. No litigation, statute, rule, regulation, executive order,

decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of

competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the

consummation of any of the transactions contemplated by this Agreement.

7. Conditions to The Buyer’s Obligation to Purchase.

The obligation of the Buyer hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing

Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by

the Buyer at any time in its sole discretion:

a. The Company shall have executed this Agreement and delivered

the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed

Note, in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and

substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

d. The representations and warranties of the Company shall be

true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for

representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all

material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with

by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive

officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested

by the Buyer including, but not limited to certificates with respect to the Board of Directors’ resolutions relating to the transactions

contemplated hereby.

e. No litigation, statute, rule, regulation, executive order,

decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of

competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the

consummation of any of the transactions contemplated by this Agreement.

f. No event shall have occurred which could reasonably be expected

to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company

or the failure of the Company to be timely in its 1934 Act reporting obligations.

8. Governing Law; Miscellaneous.

a. Governing Law. This Agreement shall be governed by

and construed in accordance with the laws of the State of Delaware 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 or federal

courts located in the State of Delaware. 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 trial by jury. The Buyer shall be entitled to recover from the Company 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, the Note or any related document or agreement 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. 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.

c. Headings. The headings of this Agreement are for 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 interest of the Buyer.

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, or (iv) 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 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 as set forth in the heading of this Agreement. 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 person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,”

as that term is defined under the 1934 Act, without the consent of the Company.

h. 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,

including advancement of expenses as they are incurred.

i. 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.

j. 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.

k. 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.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY

LEFT BLANK]

IN WITNESS WHEREOF, the undersigned Buyer

and the Company have caused this Agreement to be duly executed as of the date first above written.

IGC PHARMA, INC.

By:

Name:

Ram Mukunda

Title:

Chief Executive Officer

FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC

By:

FirstFire Capital Management LLC, its manager

By:

Name:

Eli Fireman

Aggregate Principal Amount of Note:

$ 346,910.00

Original Issue Discount

$ 39,910.00

Aggregate Purchase Price:

$ 307,000.00

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: igcex10-2.htm · Sequence: 3

Exhibit

10.2

THE

ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 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 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 GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

Principal Amount: $346,910.00

Issue Date: April 10, 2026

Purchase

Price: $307,000.00

Original

Issue Discount: $39,910.00

PROMISSORY

NOTE

FOR

VALUE RECEIVED, IGC PHARMA, INC., a Maryland corporation (hereinafter called the “Borrower”), hereby promises to pay

to the order of FirstFire Global Opportunities Fund, LLC a Delaware limited liability company, or registered assigns (the “Holder”)

the principal sum of $346,910.00 (the “Principal Amount”), which includes the purchase price of $307,000.00 plus an original

issue discount in the amount of $39,910.00, together with any interest as set forth herein, on April 10, 2027 (the “Maturity Date”),

and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This

Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this

Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until

the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.0001

par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United

States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made

in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning

ascribed thereto in that certain securities purchase agreement dated the date hereof between the Borrower and Holder, pursuant to which

this Note was originally issued (the “Purchase Agreement”).

This

Note is 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 Borrower and will not impose personal liability upon the holder thereof. The following

terms shall also apply to this Note:

ARTICLE

I. GENERAL TERMS

1.1 Interest.

A one-time interest charge of twelve percent (12%) (the “Interest Rate”) shall be applied on the Issue Date to the Principal

Amount ($346,910.00 * twelve percent (12%) = $41,629.20). Interest hereunder shall be paid as set forth herein to the Holder or its assignee

in whose name this Note is registered on the records of the Borrower regarding registration and transfers of Note in cash or, in the

Event of Default, at the option of the Holder, converted into shares of Common Stock as set forth herein.

1.2 Mandatory

Monthly Payments. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in seven (7) payments

as follows (each a “Monthly Payment”):

Payment Date

Payment

October 10, 2026

$ 194,270.00

November 10, 2026

$ 32,378.00

December 10, 2026

$ 32,378.00

January 10, 2027

$ 32,378.00

February 10, 2027

$ 32,378.00

March 10, 2027

$ 32,378.00

April

10, 2027

All remaining amounts under the Note

The

Borrower shall have a five (5) calendar day grace period with respect to each payment (each a “Grace Period”). The Borrower

has right to prepay the Note in full as provided in Section 1.3 of this Note. All payments shall be made by bank wire transfer to the

Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, the Borrower’s failure to pay a Monthly

Payment before the end of the respective Grace Period for such Monthly Payment shall be considered an Event of Default under this Note.

1.3 Prepayment

Discount. Notwithstanding anything to the contrary contained in this Note, at any time during the period set forth on the table immediately

following this paragraph (the “Prepayment Period”) or as otherwise agreed to between the Borrower and the Holder, the Borrower

shall have the right, exercisable on not more than three (3) Trading Days (as defined in this Note) prior written notice to the Holder

of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.3. Any notice

of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered

addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall

be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional

Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the

direction of the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the

Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note,

the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set

forth in the table immediately following this paragraph opposite the Prepayment Period, multiplied by the sum of the then outstanding

principal amount of this Note plus any accrued and unpaid interest on the unpaid principal amount of this Note to the Optional

Prepayment Date (the “Optional Prepayment Amount”).

Prepayment

Period

Prepayment

Percentage

1) The period beginning on the Issue Date and ending on the date which is sixty (60) calendar days following the Issue Date

96 %

2) The period beginning on the date which is sixty-one (61) calendar days following the Issue Date and ending on the date which is one hundred twenty (120) calendar days following the Issue Date

97 %

3) The period beginning on the date which is one hundred twenty-one (121) calendar days following the Issue Date and ending on the date which is one hundred eighty (180) calendar days following the Issue Date

98 %

ARTICLE

II. CERTAIN COVENANTS

2.1 Sale

of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s

written consent, (a) change the nature of its business or (b) sell, lease or otherwise dispose of any significant portion of its assets

outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds

of disposition. For the avoidance of doubt, this Section 2.1 of this Note shall not prohibit the Borrower’s pledge of its assets

to secure repayment of a secured debt transaction in the ordinary course of business.

ARTICLE

III. EVENTS OF DEFAULT

any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure

to Pay Principal and Interest. The Borrower fails to pay (i) the principal hereof or interest thereon when due on this Note, whether

at maturity, upon acceleration or otherwise and such breach continues for a period of five (5) calendar days after written notice from

the Holder, and/or (ii) a Monthly Payment before the end of the respective Grace Period for such Monthly Payment.

3.2 Conversion

and the Shares. The Borrower (i) fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it

will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms

of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any shares

of Common Stock to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, (iii) directs

its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically

or in certificated form) any shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note

as and when required by this Note, (iv) fails to reserve the Reserved Amount at all times, or (iv) fails to remove (or directs its transfer

agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop

transfer instructions in respect thereof) on any shares of Common Stock issued or to be issued to the Holder upon conversion of or otherwise

pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend

to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement

or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered

a Notice of Conversion (as defined in this Note). It is an obligation of the Borrower to remain current in its obligations to its transfer

agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance

owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer

agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours

of a demand from the Holder.

3.3 Breach

of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note or any collateral

documents entered into between Borrower and Holder in connection with this Note (including but not limited to the Purchase Agreement)

and such breach continues for a period of twenty (20)

calendar days after written notice thereof to the Borrower from the Holder.

3.4 Breach

of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate

given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or

misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect

on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.5 Receiver

or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or

consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver

or trustee shall otherwise be appointed.

3.6 Bankruptcy.

Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any

bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.7 Delisting

or Quotation of Common Stock. The Borrower shall fail to maintain the listing or quotation of the Common Stock on a Principal Market.

3.8 Failure

to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act (as defined

in this Note) and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.9 Liquidation.

Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.10 Cessation

of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such

debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern”

shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11 Financial

Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 calendar

days after the Issue Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by

comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect

to this Note or the Purchase Agreement.

3.12 Replacement

of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to

the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant

to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount

(as defined in this Note)) signed by the successor transfer agent to Borrower and the Borrower.

3.13 Cross-Default.

Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the

Borrower of any covenant or other term or condition contained in any of the Other Agreements (as defined in this Note), after the passage

of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the

Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder

under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements”

means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder

and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements”

shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other

loan transaction and with all other existing and future debt of Borrower to the Holder. Furthermore, notwithstanding anything contained

herein to the contrary or in any of the Other Agreements to the contrary, in the event of default of any Other Agreements and such Other

Agreements are convertible into shares of Common Stock, Section 4.2 hereof shall be applied to each such Other Agreement as if such section

was included within such Other Agreement and the principal amount due with respect to such Other Agreement shall be adjusted accordingly.

Upon

the occurrence of any Event of Default, the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in

full satisfaction of its obligations hereunder, an amount equal to 150% (“Default Percentage”) times the sum

of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount

of this Note to the date of payment plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus

(z) any amounts owed to the Holder pursuant to Article IV hereof (the then outstanding principal amount of this Note to the date of payment

plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and

all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which

hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the

Holder shall be entitled to exercise all other rights and remedies available at law or in equity. Notwithstanding anything to the contrary

contained herein, in the event that following an Event of Default (other than Section 3.2), a default pursuant to Section 3.2 occurs,

the Default Percentage shall be immediately adjusted to 200%.

Upon

the occurrence of an Event of Default, the Holder shall have the right at any time to convert the balance owed pursuant to the Note,

including the Default Amount, into shares of Common Stock of the Borrower as set forth in this Note.

ARTICLE

IV. CONVERSION RIGHTS

4.1 Conversion

Right. At any time following an Event of Default, the Holder shall have the right, to convert all or any part of the outstanding

and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date,

or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified

at the conversion price determined as provided herein (a “Conversion”); provided, however, that in no event

shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the

sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock

which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted

portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained

herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the

determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99%

of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall

be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and

Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on

conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each

conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then

in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit B(the “Notice of Conversion”),

delivered to the Borrower by the Holder in accordance with Section 4.4 below; provided that the Notice of Conversion is submitted by

facsimile or e- mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m.,

New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after

6:00pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with

respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus

(2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this

Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the

immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to

Sections 4.4 hereof. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth herein,

if the Borrower has not obtained Shareholder Approval (as defined in this Note), the Borrower shall not issue a number of shares of Common

Stock under this Note would exceed 19.99% of the shares of Common Stock outstanding as of the Issue Date (the “Conversion Limitation”).

For purposes of this section, “Shareholder Approval” means such approval as may be required by the applicable rules and regulations

of the NYSE American (or any successor entity) from the shareholders of the Borrower with respect to the issuance of the shares under

this Note that, when taken together with any other securities that are required to be aggregated with the issuance of the shares issued

under this Agreement for purposes of Rule 312.03(c) of the NYSE Rules (“Rule 312.03”), would exceed 19.99% of the issued

and outstanding common stock as of the date of definitive agreement with respect to the first of such aggregated transactions. The “Principal

Market” shall mean the principal securities exchange or trading market where such Common Stock is listed or traded, including but

not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American,

or any successor to such markets. Upon the occurrence of an Event of Default pursuant to Section 3.7 hereof, the Conversion Limitation

shall no longer apply to limit the issuance of shares in conversion of this Note.

The

Holder shall be entitled to deduct $1,500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit

fees associated with each Notice of Conversion. Any additional expenses incurred by Holder with respect to the Borrower’s transfer

agent, for the issuance of the Common Stock into which this Note is convertible into, shall immediately and automatically be added to

the balance of the Note at such time as the expenses are incurred by Holder.

4.2 Conversion

Price. The conversion price (the “Conversion Price”) shall mean 75% multiplied by the lowest traded price of the Common

Stock on the Principal Market during the ten (10) Trading Days prior to the Conversion Date (subject to equitable adjustments by the

Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization,

reclassifications, extraordinary distributions and similar events). If the Conversion Price cannot be calculated for such security on

such date in the manner provided above, the Conversion Price shall be the fair market value as mutually determined by the Borrower and

the Holder. “OTC” shall mean the OTCQX, OTCQB, OTCID, or other applicable electronic quotation system or applicable trading

market. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal

securities exchange or other securities market on which the Common Stock is then being traded.

4.3 Authorized

Shares. The Borrower covenants that during the period that the Note is outstanding, the Borrower will reserve from its authorized

and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon

the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized

and reserved three times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price

of the Note in effect from time to time) (the “Reserved Amount”). The Reserved Amount shall be increased from time to time

in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and

validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital

structure which would change the number of shares of Common Stock into which the Note shall be convertible at the then current Conversion

Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common

Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that

it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and

(ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of

executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms

and conditions of this Note.

If,

at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4 Method

of Conversion.

(a) Mechanics

of Conversion. As set forth in Section 4.1 hereof, at any time following an Event of Default, the balance due pursuant to this Note

may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by submitting to the Borrower

a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00

p.m., New York, New York time).

(b) Surrender

of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with

the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal

amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and

the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require

physical surrender of this Note upon each such conversion.

of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable

means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 4.4, the Borrower

shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable

upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion

of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable

upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to

reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this

Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets,

as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s

obligation to issue and deliver the Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the

Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person

or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record,

or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to

the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in

connection with such conversion.

(d) Delivery

of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion,

provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”)

program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts

to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account

of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system.

(e) Failure

to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including

actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note

is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in

cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”);

provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and

not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common

Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the

option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall

be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note

and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees

that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference

with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages

provision contained in this Section 4.4(e) are justified.

4.5 Concerning

the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares

are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished

with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions)

to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such

as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined

in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 4.5 and who is

an Accredited Investor (as defined in the Purchase Agreement).

Any

restrictive legend the shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to

the Holder a new certificate or book entry statement therefore free of any transfer legend if the Borrower or its transfer agent shall

have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable

transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which

opinion shall be accepted by the Borrower so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable

upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under

the Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Borrower does not reasonably accept

the opinion of counsel provided by the Holder with respect to the transfer of Common Stock pursuant to an exemption from registration

(such as Rule 144), it will be considered an Event of Default pursuant to this Note.

4.6 Effect

of Certain Events.

(a) Effect

of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the

assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of

the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into

any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined

in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to

such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation,

limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment

Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the

Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result

of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes

of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets

of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter

have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu

of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would

have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without

regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to

the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions

for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable,

as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower

shall not affect any transaction described in this Section 4.6(b) unless (a) it first gives, to the extent practicable, ten (10) days

prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders

to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization,

reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b)

the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above

provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders

of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to

the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off))

(a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record

for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the

Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common

Stock on the record date for the determination of shareholders entitled to such Distribution.

ARTICLE

V. MISCELLANEOUS

5.1 Failure

or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder

shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further

exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive

of, any rights or remedies otherwise available.

5.2 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, or (iv) transmitted by hand delivery,

telegram, or electronic mail, 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 electronic mail, 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 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:

to the Borrower, to:

IGC

PHARMA, INC.

10224

Falls Road

Potomac,

Maryland 20854

Attn:

Ram Mukunda, Chief Executive Officer

Email:

ram@igcpharma.com

to the Holder:

FirstFire

Global Opportunities Fund, LLC 1040 First Avenue, Suite 190

New

York, NY 10022

e-mail:

eli@firstfirecapital.com

5.3 Amendments.

This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note”

and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended

or supplemented, then as so amended or supplemented.

5.4 Assignability.

This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its

successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities

and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection

with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

5.5 Cost

of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including

reasonable attorneys’ fees.

5.6 Governing

Law. This Note shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles

of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall

be brought only in the state or federal courts located in the State of Delaware. The parties to this Note 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 Borrower and Holder waive trial by jury. The Holder shall be entitled to recover

from the Borrower its reasonable attorney’s fees and costs. In the event that any provision of this Note 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 Note, any agreement or any other document delivered in connection with this

Note 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 Note 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.

5.7 Purchase

Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

5.8 Remedies.

The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the

intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach

of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the

provisions of this Note, that the Holder 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 Note and to

enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security

being required.

[signature

page to follow]

WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on April 10, 2026

IGC PHARMA, INC.

By:

Name:

Ram Mukunda

Title:

Chief Executive Officer

EXHIBIT

A – WIRE INSTRUCTIONS

[to

be provided via email]

EXHIBIT

B – NOTICE OF CONVERSION

The

undersigned hereby elects to convert $ of the Note (defined below) into that number of shares of Common Stock to be issued

pursuant to the conversion of the Note (“Common Stock”) as set forth below, of IGC PHARMA, INC., a Maryland corporation (the

“Borrower”) according to the conditions of the convertible note of the Borrower dated as of April 10, 2026 (the “Note”),

as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box

Checked as to applicable instructions:

☐ The

Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned

or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name

of DTC Prime Broker:

Account

Number:

☐ The

undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth

below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional

space is necessary, on an attachment hereto:

Date of conversion:

Applicable Conversion Price:

Number of shares of common stock to be issued pursuant to conversion of the Note:

Amount of Principal Balance due remaining under the Note after this conversion:

By:

Name:

Title:

Date:

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: igcex10-3.htm · Sequence: 4

Exhibit 10.3

SECURITIES PURCHASE

AGREEMENT

This SECURITIES

PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2026, by and between IGC PHARMA, INC., a Maryland corporation,

with its address at 10224 Falls Road, Potomac, Maryland 20854 (the “Company”), and Vanquish Funding Group Inc., a Virginia

corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (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”); and

B. Buyer

desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a bridge note

of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $238,050.00 (including $31,050.00 of Original

Issue Discount) (the “Note”).

NOW THEREFORE, the Company and

the Buyer severally (and not jointly) hereby agree as follows:

1. Purchase

and Sale of the Securities.

a. Purchase

of the Securities. 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 the Securities 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 Securities 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 Securities, and (ii) the Company shall deliver

such duly executed Note on behalf of the Company against delivery of such Purchase Price.

c. Closing

Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date

and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern

Standard Time on or about April 2, 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 of the Company (“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.

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”).

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 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.

e. Legends.

The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially

the following form:

“THE SECURITIES REPRESENTED BY THIS

INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE

SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH

RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES

AN OPINION OF COUNSEL TO THE BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER

AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

The legend set forth

above shall be removed and the Company shall issue a certificate without such legend to the Buyer 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 an exemption from registration without any restriction as to the

number of securities as of a particular date that can then be immediately sold, or (b) such Buyer 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 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. In the event that the Company does

not reasonably accept the opinion of counsel that properly conforms to applicable securities laws provided by the Buyer with respect to

the transfer of any Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an

Event of Default pursuant to Section 3.2 of the Note.

f. 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.

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 (as defined below), 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.

“Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns,

directly or indirectly, any equity or other ownership interest.

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, 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 has 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.

c. Capitalization.

As of the date hereof, the authorized common stock of the Company consists of 600,000,000 authorized shares of Common Stock, $0.0001 par

value per share of which 98,796,089 shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance

will be, duly authorized, validly issued, fully paid and non-assessable. .

d. Issuance

of Shares. The Securities are duly authorized and reserved for issuance in accordance with its respective terms, 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

Buyer thereof.

e. No

Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company

of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of the Certificate

of Incorporation or By-laws, or (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). The businesses of the Company and its Subsidiaries, if any, are not being conducted,

and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental

entity. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition

or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements

or instruments to be entered into in connection herewith.

f. SEC

Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be

filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”)

(all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto

and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC

Documents”). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for

such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendments, the SEC Documents

complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder

applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement

of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,

in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or

has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent

filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements

of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and

the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United

States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material

respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated

results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end

audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.

g. Absence

of Certain Changes. Since September 30, 2025, except as set forth in the SEC Documents, there has been no material adverse change

and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations,

prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

h. Absence

of Litigation. Except as set forth in the SEC Documents, 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. The Company and its Subsidiaries are unaware of any facts or circumstances

which might give rise to any of the foregoing.

i. 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. The issuance of the Securities to the Buyer will not be

integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval

provisions applicable to the Company or its securities.

j. No

Brokers. Except for Digital Offering LLC, the Company has taken no action which would give rise to any claim by any person for brokerage

commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

k. No

Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not

be an “investment company”required to be registered under the Investment Company Act of 1940 (an “Investment Company”).

The Company is not controlled by an Investment Company.

l. Breach

of Representations and Warranties by the Company. If the Company breaches any of the material representations or warranties set forth

in this Section 3 which is continuing after the applicable cure period as set forth in the Note, if any, and in addition to any other

remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 4.4 of the Note.

4. COVENANTS.

a. Best

Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of

this Agreement.

b. Use

of Proceeds. The Company shall use the proceeds for general working capital purposes.

c. Expenses.

At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer’

expenses shall be $7,000.00 for Buyer’s legal fees and due diligence fee; and the company shall pay any fees owed to its investment

banker.

d. 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 with the prior written consent of the Buyer. For the avoidance of doubt,

this Section 4(d) of this Agreement shall not prohibit the Company’s pledge of its assets to secure repayment of a secured debt

transaction in the ordinary course of business.

e. Breach

of Covenants. If the Company breaches any of the material covenants set forth in this Section 4, and in addition to any other remedies

available to the Buyer pursuant to this Agreement which is continuing after the applicable cure period as set forth in the Note, it will

be considered an event of default under Section 4.4 of the Note.

f. Failure

to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements

of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

g. The

Buyer is Not a “Dealer”. The Buyer and the Company hereby acknowledge and agree that the Buyer has not: (i) acted as an

underwriter; (ii) acted as a market maker or specialist; (iii) acted as “de facto” market maker; or (iv) conducted any other

professional market activities such as providing investment advice, extending credit and lending securities in connection; and thus that

the Buyer is not a “Dealer” as such term is defined in the 1934 Act.

5. Transfer

Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the

name of the Buyer or its nominee, for the shares underlying any conversion of the Note upon default of the Note (the “Conversion

Shares”) in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with

the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer

agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions

in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares

of Common Stock in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company and the

Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant

to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement.

The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will

be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records

of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer

or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate

for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note

and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders

its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate

for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and/or

this Agreement. If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with an opinion of counsel

in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities

may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares,

promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations

as specified by the Buyer. 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 transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy

at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach

by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an

injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond

or other security being required.

6. Conditions

to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities to the Buyer at

the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these

conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The

Buyer shall have executed this Agreement and delivered the same to the Company.

b. The

Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

c. The

representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the

Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall

have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement

to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

d. No

litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or

endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over

the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

7. Conditions

to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities at the Closing is subject

to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s

sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The

Company shall have executed this Agreement and delivered the same to the Buyer.

b. The

Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

c. The

Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged

in writing by the Company’s Transfer Agent.

d. The

representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the

Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company

shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement

to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate

or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as

to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Board

of Directors’ resolutions relating to the transactions contemplated hereby.

e. No

litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or

endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over

the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

f. No

event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited

to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

8. Governing

Law; Miscellaneous.

a. Governing

Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia 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 Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States District

Court for the Eastern District of Virginia 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 trial by jury. The Buyer shall be entitled to recover from the Company 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,

the Note or any related document or agreement 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.

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.

c. Headings.

The headings of this Agreement are for 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 interest of the Buyer.

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, or (iv) 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 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 as set forth in the heading of this Agreement with

a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck, NY

11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail:allison@nwlaw.com.

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 person that purchases Securities in a private transaction

from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h. 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, including advancement of expenses as they are incurred.

i. 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.

j. 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.

k. 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.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY

LEFT BLANK]

IN WITNESS WHEREOF, the undersigned Buyer

and the Company have caused this Agreement to be duly executed as of the date first above written.

IGC PHARMA, INC.

By:

Ram Mukunda

Chief Executive Officer

Vanquish Funding Group Inc.

By:

Curt Kramer

President

Aggregate Principal Amount of Note:

$ 238,050.00

Original Issue Discount

$ 31,050.00

Aggregate Purchase Price:

$ 207,000.00

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: igcex10-4.htm · Sequence: 5

Exhibit

10.4

THE

ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 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 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 GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THE

ISSUE PRICE OF THIS NOTE IS $238,050.00

THE ORIGINAL ISSUE DISCOUNT IS $31,050.00

Principal Amount: $238,050.00

Issue Date: April 1, 2026

Purchase Price: $207,000.00

PROMISSORY

NOTE

FOR

VALUE RECEIVED, IGC PHARMA, INC., a Maryland corporation (hereinafter called the “Borrower”), hereby promises

to pay to the order of Vanquish Funding Group Inc. a Virginia corporation, or registered assigns (the “Holder”) the

sum of $238,050.00 together with any interest as set forth herein, on March 30, 2027 (the “Maturity Date”), and to pay interest

on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be

prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is

not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid

(“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share

(the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America.

All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with

the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in

that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase

Agreement”).

This

Note is 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 Borrower and will not impose personal liability upon the holder thereof.

The

following terms shall apply to this Note:

ARTICLE

I. GENERAL TERMS

1.1 Interest.

A one-time interest charge of twelve percent (12%) (the “Interest Rate”) shall be applied on the Issuance Date to the

Principal ($238,050.00 * twelve percent (12%) = $28,566.00). Interest hereunder shall be paid as set forth herein to the Holder or

its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in

cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory

Monthly Payments. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in seven (7) payments

as follows:

Payment Date

Amount of Payment

September 30, 2026

$ 133,308.00

October 30, 2026

$ 22,218.00

November 30, 2026

$ 22,218.00

December 30, 2026

$ 22,218.00

January 30, 2027

$ 22,218.00

February 28, 2027

$ 22,218.00

March 30, 2027

$ 22,218.00

total payback to the Holder of $266,616.00).

The

Company shall have a five (5) day grace period with respect to each payment. The Company has right to prepay in full at any time with

no prepayment penalty. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit

A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

1.3 Prepayment

Discount. Notwithstanding anything to the contrary contained in this Note, at any time during the period set forth on the table

immediately following this paragraph (the “Prepayment Period”) or as otherwise agreed to between the Borrower and the

Holder, the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of

the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.3. Any notice

of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered

addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which

shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the

“Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to

Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be

sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its

right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage

(“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the Prepayment Period,

multiplied by the sum of the then outstanding principal amount of this Note plus any accrued and unpaid interest on the

unpaid principal amount of this Note to the Optional Prepayment Date (the “Optional Prepayment Amount”).

Prepayment Period

Prepayment

Percentage

1) The period beginning on the Issue Date and ending on the date which is sixty (60) days

following the Issue Date.

96 %

2) The period beginning on the date which is sixty-one (61) days following the Issue Date and ending on the date which is one hundred twenty (120) days following the Issue Date.

97 %

3) The period beginning on the date which is one hundred twenty-one (121) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date

98 %

ARTICLE

II. CERTAIN COVENANTS

2.1 Sale

of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s

written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business.

Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition. For the avoidance

of doubt, this Section 2.1 of this Note shall not prohibit the Borrower’s pledge of its assets to secure repayment of a

secured debt transaction in the ordinary course of business.

ARTICLE

III. EVENTS OF DEFAULT

any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure

to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether

at maturity, upon acceleration or otherwise and such breach continues for a period of five (5) days after written notice from the

Holder.

3.2 Conversion

and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it

will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the

terms of this Note (following an Event of Default other than this Section 3.2), fails to transfer or cause its transfer agent to

transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon

conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to

transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form)

any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and

when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its

transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any

certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when

required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations

described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to

honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice

of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event

of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to

its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to

process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from

the Holder.

3.3 Breach

of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any

collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days

after written notice thereof to the Borrower from the Holder.

3.4 Breach

of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or

certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement),

shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a

material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.5 Receiver

or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for

or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a

receiver or trustee shall otherwise be appointed.

3.6 Bankruptcy.

Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under

any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the

Borrower.

3.7 Delisting

of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on the Nasdaq National Market, the Nasdaq

SmallCap Market, the New York Stock Exchange, or the NYSE American Stock Exchange (collectively, the

“Exchanges”).

3.8 Failure

to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or

the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.9 Liquidation.

Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.10 Cessation

of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as

such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going

concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11 Financial

Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days

after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by

comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with

respect to this Note or the Purchase Agreement.

3.12 Replacement

of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior

to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered

pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the

Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

Upon

the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Borrower

shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 150% (“Default Percentage”)

times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on

the unpaid principal amount of this Note to the date of payment plus (y) Default Interest, if any, on the amounts referred to

in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Article IV hereof (the then outstanding principal

amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known

as the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand,

presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and

expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity. Notwithstanding

anything to the contrary contained herein, in the event that following an Event of Default (other than Section 3.2), a default pursuant

to Section 3.2 occurs, the Default Percentage shall be immediately adjusted to 200%.

the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then

the Holder shall have the right at any time, to convert the balance owed pursuant to the note including the Default Amount into shares

of common stock of the Company as set forth herein.

ARTICLE

IV. CONVERSION RIGHTS

4.1 Conversion

Right. At any time following an Event of Default, the Holder shall have the right, to convert all or any part of the outstanding

and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue

Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or

reclassified at the conversion price determined as provided herein (a “Conversion”); provided, however,

that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon

conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other

than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or

the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise

analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the

portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by

the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the

immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause

(1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the

Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the

Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of

conversion, in the form attached hereto as Exhibit B(the “Notice of Conversion”), delivered to the Borrower by the

Holder in accordance with Section 4.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other

means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such

conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York

time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any

conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the

Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to

the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the

immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant

to Sections 4.4 hereof. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth

herein, if the Borrower has not obtained Shareholder Approval, the Borrower shall not issue a number of shares of Common Stock under

this Note would exceed 19.99% of the shares of Common Stock outstanding as of the date of definitive agreement (the

“Conversion Limitation”). For purposes of this section, “Shareholder Approval” means such approval as

may be required by the applicable rules and regulations of the NYSE American (or any successor entity) from the shareholders of the

Company with respect to the issuance of the shares under this Agreement that, when taken together with any other securities that are

required to be aggregated with the issuance of the shares issued under this Agreement for purposes of Rule 312.03(c) of the NYSE

Rules (“Rule 312.03”), would exceed 19.99% of the issued and outstanding common stock as of the date of definitive

agreement with respect to the first of such aggregated transactions. “Principal Market” means the stock exchanges, the

quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, and all rules and regulations

relating to such exchange. Upon the occurrence of an Event of Default pursuant to Section 3.7 hereof, the Conversion Limitation

shall no longer apply to limit the issuance of shares in conversion of this Note.

The

Holder shall be entitled to deduct $1,500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit

fees associated with each Notice of Conversion. Any additional expenses incurred by Holder with respect to the Borrower’s transfer

agent, for the issuance of the Common Stock into which this Note is convertible into, shall immediately and automatically be added to

the balance of the Note at such time as the expenses are incurred by Holder.

4.2 Conversion

Price. The conversion price (the “Conversion Price”) shall mean 75% multiplied by the lowest Trading Price for the

Common Stock during the ten (10) Trading Days prior to the Conversion Date (subject to equitable adjustments by the Borrower

relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization,

reclassifications, extraordinary distributions and similar events). “Trading Price” means, for any security as of any

date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the

“OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e.

Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the

principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security

is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are

listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner

provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a

majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine

the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any

period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being

traded.

4.3 Authorized

Shares. The Borrower covenants that during the period that the Note is outstanding, the Borrower will reserve from its

authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of

Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times

to have authorized and reserved four times the number of shares that is actually issuable upon full conversion of the Note (based on

the Conversion Price of the Note in effect from time to time) (the “Reserved Amount”). The Reserved Amount shall be

increased from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon

issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any

securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes

shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that

thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for

conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue

certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall

constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and

issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If,

at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4 Method

of Conversion.

(a) Mechanics

of Conversion. As set forth in Section 4.1 hereof, at any time following an Event of Default, the balance due pursuant to this

Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the

Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date

prior to 6:00 p.m., New York, New York time) and (B) subject to Section 4.4(b), surrendering this Note at the principal office of

the Borrower (upon payment in full of any amounts owed hereunder).

(b) Surrender

of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance

with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid

principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so

converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower,

so as not to require physical surrender of this Note upon each such conversion.

of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other

reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section

4.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for

the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and,

solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms

hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the

holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and

unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations

hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to

receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have

given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common

Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver

or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same,

any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff,

counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the

Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in

connection with such conversion.

(d) Delivery

of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon

conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities

Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the

Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion

to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian

(“DWAC”) system.

(e) Failure

to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies,

including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of

this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder

$2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to

Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party

(i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to

effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in

which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the

month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in

accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance

with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting

from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify.

Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 4.4(e) are

justified.

4.5 Concerning

the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such

shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have

been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in

comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption

from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an

“affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in

accordance with this Section 4.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

Any

restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the

Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall

have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable

transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which

opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon

conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the

Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the

opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such

as Rule 144), it will be considered an Event of Default pursuant to this Note.

4.6 Effect

of Certain Events.

(a) Effect

of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of

the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than

50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower

with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of

Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of

and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall

mean any individual, corporation, limited liability company, partnership, association, trust or other entity or

organization.

(b) Adjustment

Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of

the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as

a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another

class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or

substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then

the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms

and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such

stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in

full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case

appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the

provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares

issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities

or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section

4.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5)

days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date,

the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale

of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity

(if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to

successive consolidations, mergers, sales, transfers or share exchanges.

Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to

holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or

distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary

(i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note

after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which

would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been

the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such

Distribution.

ARTICLE

V. MISCELLANEOUS

5.1 Failure

or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude

other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are

cumulative to, and not exclusive of, any rights or remedies otherwise available.

5.2 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, or (iv) transmitted by

hand delivery, telegram, or electronic mail, 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 electronic mail, 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 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:

to the Borrower, to:

IGC

PHARMA, INC.

10224

Falls Road

Potomac, Maryland 20854

Attn: Ram Mukunda, Chief Executive Officer

Email: ram@igcpharma.com

to the Holder:

Vanquish

Funding Group Inc.

1800

Diagonal Road, Suite 623

Alexandria VA 22314

Attn: Curt Kramer

e-mail: ckramer6@bloomberg.net

5.3 Amendments.

This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term

“Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes

issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or

supplemented.

5.4 Assignability.

This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its

successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the

Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral

in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the

consent of the Borrower.

5.5 Cost

of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection,

including reasonable attorneys’ fees.

5.6 Governing

Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to

principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by

this Note shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States

District Court for the Eastern District of Virginia. The parties to this Note 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 Borrower and Holder waive trial by jury. The Holder shall be entitled to recover from the Borrower its

reasonable attorney’s fees and costs. In the event that any provision of this Note 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 Note, any agreement or any other document delivered in connection

with this Note 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 Note 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.

5.7 Purchase

Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase

Agreement.

5.8 Remedies.

The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating

the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a

breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the

Borrower of the provisions of this Note, that the Holder 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 Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and

without any bond or other security being required.

WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on April 1, 2026

IGC PHARMA, INC.

By:

Ram Mukunda

Chief Executive Officer

EXHIBIT

A – WIRE INSTRUCTIONS

[to

be provided via email]

EXHIBIT

B – NOTICE OF CONVERSION

The

undersigned hereby elects to convert $_________________ principal amount of the Note (defined below) into that number of shares of Common

Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of IGC PHARMA, INC., a Maryland

corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of April 1, 2026

(the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer

taxes, if any.

Box

Checked as to applicable instructions:

☐ The

Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned

or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name

of DTC Prime Broker:

Account Number:

☐ The

undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth

below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional

space is necessary, on an attachment hereto:

Date of conversion:

Applicable Conversion Price:

Number of shares of common stock to be issued pursuant to conversion of the Note:

Amount of Principal Balance due remaining under the Note after this conversion:

By:

Name:

Title:

Date:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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