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
WARRANT AGREEMENTWarrant 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”).
Gardiner Healthcare Acquisitions Corp. Shaker Heights, Ohio 44120Gardiner Healthcare Acquisitions Corp. • June 4th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on March 25, 2021 by and between Gardner Healthcare Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,156,250 shares (the “Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”) up to 281,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
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”).
Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120Gardiner Healthcare Acquisitions Corp. • November 19th, 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
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.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 6th, 2023 • Gardiner Healthcare Acquisitions Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of March 31, 2023 by and among Gardiner Healthcare Holdings, LLC, a Delaware limited liability company (“Gardiner Sponsor”), Chardan Gardiner LLC, a Delaware limited liability company (“Chardan Sponsor”), and CCMAUS Pty Ltd., an Australian company (“CCMAUS” and together with the Gardiner Sponsor and Chardan Sponsor, each, a “Sponsor” and, together, the “Sponsors”), one the one-hand, and each of the persons set forth on Schedule I hereto (each, a “Lender” and, together, the “Lenders”), on the other hand.
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 • 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust 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”).
CANCELLATION AND RELEASE AGREEMENT RELATING TO GARDINER HEALTHCARE ACQUISITIONS CORP. AND GARDINER HEALTHCARE HOLDINGS, LLCCancellation and Release Agreement • July 6th, 2023 • Gardiner Healthcare Acquisitions Corp. • Blank checks • Delaware
This Cancellation and Release Agreement (this “Agreement”), is entered into as of June 29, 2023 (the “Effective Date”), by and between each of the persons identified on the lender signature pages attached hereto (each a “Lender” and, collectively, the “Lenders”), on the one-hand, and Gardiner Healthcare Holdings, LLC (“Gardiner Sponsor”) and Gardiner Healthcare Acquisitions Corp. (the “SPAC”), as the borrower entities identified on Exhibit A hereto, and on the applicable borrower signature pages attached hereto (each, a “Borrower” and, collectively, the “Borrowers”, and together with the Lenders, the “Parties”).
TRUST AMENDMENTTrust Amendment • December 22nd, 2022 • Gardiner Healthcare Acquisitions Corp. • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 21, 2022, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated December 21, 2021, by and between the parties hereto (the “Trust Agreement”).
SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 26th, 2023 • Gardiner Healthcare Acquisitions Corp. • Blank checks • New York
THIS SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 20, 2023, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated December 21, 2021, by and between the parties hereto, as amended by that certain Amendment to the Investment Management Trust Agreement, dated December 21, 2022, by and between the parties hereto (the “Trust Agreement”).
TERMINATION OF SPONSOR SUPPORT AGREEMENTSGardiner Healthcare Acquisitions Corp. • July 20th, 2023 • Blank checks • Delaware
THIS TERMINATION OF SPONSOR SUPPORT AGREEMENTS (this “Termination”) is dated as of June 29, 2023 (the “Effective Date”) by and among Gardiner Healthcare Holdings, LLC, a Delaware limited liability company (“Gardiner Sponsor”), Chardan Gardiner LLC, a Delaware limited liability company (“Chardan Sponsor”), and CCMAUS Pty Ltd., an Australian company (“CCMAUS” and together with the Gardiner Sponsor and Chardan Sponsor, each, a “Sponsor” and, together, the “Sponsors”), one the one-hand, and each of the persons set forth on Schedule A hereto (each, a “Lender” and, together, the “Lenders”), on the other hand. The Sponsors and Lenders are herein referred to as the “Parties” and each a “Party”.
FIRST AMENDMENT TO FOUNDER SHARES PURCHASE AGREEMENTFounder 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):
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”):
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”):
GARDINER HEALTHCARE HOLDINGS, LLC SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 5th, 2023 • Gardiner Healthcare Acquisitions Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of May 1, 2023 by and among Gardiner Healthcare Holdings, LLC, a Delaware limited liability company (“Gardiner Sponsor”), one the one-hand, and each of the persons set forth on Schedule I hereto (each, a “Lender” and, together, the “Lenders”), on the other hand.
