0001104659-21-146339 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • December 3rd, 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”).

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7,500,000 Units Gardiner Healthcare Acquisitions Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • December 3rd, 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 AGREEMENT
Warrant Agreement • December 3rd, 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 AGREEMENT
Registration and Stockholder Rights Agreement • December 3rd, 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”).

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • December 3rd, 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”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Trust Agreement • December 3rd, 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”).

FIRST AMENDMENT TO FOUNDER SHARES PURCHASE AGREEMENT
Founder Shares Purchase Agreement • December 3rd, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks

This FIRST AMENDMENT TO FOUNDER SHARES PURCHASE AGREEMENT (this “Amendment”) is effective as of December 2, 2021, by and between Gardiner Healthcare Holdings, LLC (“Seller”) and Chardan Gardiner LLC (“Buyer”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree to amend the Founder Shares Purchase Agreement, made by and between Seller and Buyer and dated April 9, 2021 (the “Agreement”), by inserting the following sentence at the end of Section 4 of the Agreement, as Section 4(i):

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