Exhibit 10.2


 


[●], 2021


 


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: 


 


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.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.            If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially
owned by him, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.


 


(a)              
In the event that the Company fails to consummate a Business Combination within 12 months (or in the event the Company
extends the time to complete a Business Combination as described in the Registration Statement, 15 or 18 months) from the closing of
the Company’s IPO or such later period approved by the Company’s stockholders in accordance with the Company’s amended
and restated certificate of incorporation, the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated
and distributed to the holders of IPO Shares and (ii) cause the Company to liquidate as promptly as reasonably possible but not more
than five business days after the date we are required to consummate a Business Combination.


 






     


     


    

 


(b)            The
undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any
remaining net assets of the Company as a result of such liquidation with respect to any shares he owns, including his Insider Shares, IPO
Shares and Private Warrants purchased during or after the offering, if any, (“Claim”) and hereby waives any
Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will
not seek recourse against the Trust Fund for any reason whatsoever.


 


3.            The
undersigned will place into escrow all of his Insider Shares pursuant to the terms of a Stock Escrow Agreement which the Company will
enter into with the undersigned and an escrow agent acceptable to the Company. The undersigned agrees that during the escrow period (as
described in the Registration Statement), the undersigned shall not sell or transfer its Insider Shares except (1) to any persons
(including their affiliates and stockholders) participating in the private placement of the Private Warrants, officers, directors, stockholders,
employees and members of the co-sponsors and their affiliates, (2) amongst initial stockholders or to the Company’s officers,
directors and employees, (3) if a holder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation,
(4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a
member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution
upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection
with purchases of the Company’s securities, or (8) by private sales at prices no greater than the price at which the shares
were originally purchased, in each case (except with the prior consent of the Representative) where the transferee agrees to the terms
of the escrow agreement and this insider letter


 


4.            In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business,
until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing
fiduciary and contractual obligations the undersigned might have.


 


5.            The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with
any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with, or
has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction must be approved
by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion from an independent investment
banking firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view.


 


6.            Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive or accept
a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any affiliate
of the undersigned originates a Business Combination.


 






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7.           The
undersigned agrees to be a director or officer of the Company, as applicable, until the earlier of the consummation by the Company of
a Business Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the
Company and the Representative is true and accurate in all material respects, does not omit any material information with respect to the
undersigned’s biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated
under the Securities Act of 1933, as amended (the “Securities Act”). The undersigned’s FINRA Questionnaire
and Director and Officer Questionnaire previously furnished to the Company and the Representative is true and accurate in all material
respects. The undersigned represents and warrants that, except as disclosed in the undersigned’s Director and Officer Questionnaire:


 


(a)           he
has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him or any partnership
in which he was a general partner at or within two years before the time of filing; or (ii) any corporation or business association
of which he was an executive officer at or within two years before the time of such filing;


 


(b)           he
has never had a receiver, fiscal agent or similar officer appointed by a court for his business or property, or any such partnership;


 


(c)           he
has never been convicted of fraud in a civil or criminal proceeding;


 


(d)           he
has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations
and minor offenses);


 


(e)           he
has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining or otherwise limiting him from (i) acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by
the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company,
bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection with
any such activity; or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the
purchase or sale of any security or commodity or in connection with any violation of federal or state securities or federal commodities
laws;


 


(f)            he
has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state
authority barring, suspending or otherwise limiting for more than 60 days his right to engage in any activity described in paragraph 7(e)(i) above,
or to be associated with persons engaged in any such activity;


 


(g)           he
has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities
law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 






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(h)           he
has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law,
where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


(i)            he
has never been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree or finding, not
subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any federal or state securities or commodities
law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited
to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease and
desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection
with any business entity;


 


(j)            he
has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory
organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over
its members or persons associated with a member;


 


(k)           he
has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving
the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


(l)            he
was never subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a
state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency
or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National Credit Union Administration
that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;


 


(m)          he
has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such sale, restrained
or enjoined him from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of
any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business
of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;


 


(n)           he
has never been subject to any order of the SEC that orders him to cease and desist from committing or causing a future violation of: (i) any
scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities
Act, Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and Rule 10b-5 thereunder, and Section 206(1) of the Investment Advisers Act of 1940, as amended (the “Advisers
Act”) or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


(o)           he
has never been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the
subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
or proceeding to determine whether a stop order or suspension order should be issued;


 






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(p)           he
has never been subject to a United States Postal Service false representation order, or is currently subject to a temporary restraining
order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for
obtaining money or property through the mail by means of false representations;


 


(q)           he
is not subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state
authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer
of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National Credit Union Administration that
bars the undersigned from: (i) association with an entity regulated by such commission, authority, agency or officer; (ii) engaging
in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities;


 


(r)            he
is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Exchange Act or section 203(e) or
203(f) of the Advisers Act that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal
securities dealer or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil
money penalties on, such person; or (iii) bars the undersigned from being associated with any entity or from participating in the
offering of any penny stock; and


 


(s)            he
has never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory
organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for any act
or omission to act constituting conduct inconsistent with just and equitable principles of trade.


 


8.           The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement and to
serve as a director or officer of the Company, as applicable.


 


9.           The
undersigned hereby waives his right to exercise conversion rights with respect to any shares of Common Stock owned or to be owned by the
undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket, and agrees
that he will not seek conversion with respect to or otherwise sell, such shares in connection with any vote to approve a Business Combination
with respect thereto, a vote to amend the provisions of the Company’s Amended and Restated Certificate of Incorporation, or a tender
offer by the Company prior to a Business Combination.


 


10.         The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of
Incorporation with respect to stockholder’s rights or the Company’s pre-Business Combination activities (including the substance
or timing within which the Company has to complete a business combination) of a Business Combination unless the Company offers holders
of IPO Shares the right to receive their pro rata portion of the funds then held in the Trust Fund upon approval of any amendment.


 






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11.          In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed by,
and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result
in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising
out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall
be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in
English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s
decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such
arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing
party or as otherwise directed by the arbitrators.


 


12.          As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii) “Insider
Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO and the purchase
of the Private Warrants; (iv) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s
IPO; (v) “Private Warrants” shall mean the warrants purchased in the private placements taking place simultaneously
with the consummation of the Company’s IPO; (vi) “Registration Statement” means the registration
statement on Form S-1 filed by the Company with respect to the IPO; (vii) “SEC” means the U.S. Securities
and Exchange Commission; and (viii) “Trust Fund” shall mean the trust fund into which a portion of the
net proceeds of the Company’s IPO will be deposited.


 


13.          Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or electronic mail.


 


If to the Representative:


 


Chardan Capital Markets,
LLC 


17 State Street, 21st Floor 


New York, NY 10004 


Attn: Richard Korhammer 


Email: rkorhammer@chardan.com


 


Copy (which copy shall not
constitute notice) to:


 


Greenberg Traurig, LLP 


1750 Tysons Boulevard, Suite 1000 


McLean, Virginia 22102 


Attn: Jason Simon 


Email: simonj@gtlaw.com


 






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If to the Company:


 


Gardiner Healthcare Acquisitions
Corp. 


3107 Warrington Road 


Shaker Heights, OH 44120 


Attn: Marc F. Pelletier,
Chief Executive Officer 


Email: mfpelletier@gardinerhealthcare.com


 


Copy (which copy shall not
constitute notice) to:


 


Reed Smith LLP 


599 Lexington Avenue 


22nd Floor 


New York, New York 10022 


Attn: Ari Edelman, Esq. 


Email: aedelman@reedsmith.com


 


14.          No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the parties hereto and
any successors and assigns thereof.


 


15.         The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties
set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of,
or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the company with respect to the subject matter
hereof.


 


[Signature page to follow]


 






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	 	Sincerely,
	 	 
	 	By:	 
	 	Name:	Marc F. Pelletier
	 	 
	 	By:	 
	 	Name:	David P. Jenkins
	 	 
	 	By:	 
	 	Name:	Paul R. McGuirk
	 	 	 
	 	By:	 
	 	Name:	Janelle R. Anderson
	 	 
	 	By:	 
	 	Name:	Frank C. Sciavolino
	 	 
	 	By:	 
	 	Name:	James P. Linton
	 	 
	 	By:	 
	 	Name:	Thomas F. Ryan, Jr.
	 	 
	 	By:	    
	 	Name:	Matthew Rossen
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	GARDINER HEALTHCARE ACQUISITIONS CORP.
	 	 
	 	By:	 
	 	Name:	Marc F. Pelletier
	 	Title 	Chief Executive Officer





 


[Signature
Page to Insider Letter]