INDEMNITY AGREEMENTIndemnity Agreement • December 27th, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 21, 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Marc F. Pelletier (“Indemnitee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 27th, 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
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • December 27th, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 21, 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”).
WARRANT AGREEMENTWarrant Agreement • December 27th, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of December 21, 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
December 21, 2021Underwriting Agreement • December 27th, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”) and Chardan Capital Markets, LLC, as representative (the “Representative”) of the Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”) and one warrant, with each warrant being exercisable to purchase one share of Common Stock at a price of $11.50 per full share (“Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 27th, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of December 21, 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”).
December 21, 2021Underwriting Agreement • December 27th, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”) and Chardan Capital Markets, LLC, as representative (the “Representative”) of the Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”) and one warrant, with each warrant being exercisable to purchase one share of Common Stock at a price of $11.50 per full share (“Warrant”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • December 27th, 2021 • Gardiner Healthcare Acquisitions Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 21, 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. • December 27th, 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”):
