INDEMNITY AGREEMENTIndemnity Agreement • October 22nd, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
7,500,000 Units Gardiner Healthcare Acquisitions Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 22nd, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks • New York
Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto
WARRANT AGREEMENTWarrant Agreement • October 22nd, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of [•], 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • October 22nd, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120Gardiner Healthcare Acquisitions Corp. • October 22nd, 2021 • Blank checks • New York
In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense. The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason (other than a final judicial determination that the underlying Claim resulted from bad faith, gross negligence or willful misconduct of an Indemnified Person), then (whether or not the Advisor is an Indemnified Person) the Company and the Advisor shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisor, on the other, in connection with the Advisor’ engagement referred to above, subject to the limitation that in no event shall the amount of any the Advisor’s contribution to such Claim ex
Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 22nd, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 22nd, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), by and among GARDINER HEALTHCARE ACQUISITIONS CORP., a Delaware corporation (“Company”), the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Gardiner Healthcare Acquisitions Corp. 1307 Warrington Road Shaker Heights, OH 44120 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 22nd, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks
FOUNDER SHARES PURCHASE AGREEMENTFounder Shares Purchase Agreement • October 22nd, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks • Delaware
THIS FOUNDER SHARES PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of April 9, 2021 (the “Effective Date”), between Gardiner Healthcare Holdings, LLC, a Delaware limited liability company (the “Seller”), and Chardan Gardiner LLC, a Delaware limited liability company (the “Buyer”). Buyer and Seller are herein referred to as the “Parties” and each a “Party”.
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • October 22nd, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_____ __], 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
GARDINER HEALTHCARE ACQUISITIONS CORP.Gardiner Healthcare Acquisitions Corp. • October 22nd, 2021 • Blank checks • New York
This letter agreement by and between Gardiner Healthcare Acquisitions Corp. (the “Company”) and Gardiner Healthcare Holdings, LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
