Exhibit 10.13


 


GARDINER HEALTHCARE ACQUISITIONS CORP.


3107 Warrington Road


Shaker Heights, OH 44120


 


[●], 2021


 


Gardiner Healthcare Holdings, LLC


3107 Warrington Road


Shaker Heights, OH 44120


 


		Re:	Administrative
                                            Services Agreement



 


Ladies and Gentlemen:


 


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”):


 


		i.	Provider shall make available, or cause
to be made available, to the Company, at 3107 Warrington Road, Shaker Heights, Ohio 44120 (or any successor location of Provider), certain
office space, utilities, general and administrative services and secretarial support as may be reasonably required by the Company. In
exchange therefor, the Company shall pay Provider the sum of $10,000 per month on the Effective Date and continuing monthly thereafter
until the Termination Date; and



 


		ii.	Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of
any kind as a result of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right
to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company
and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust
Account”), and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise
adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement,
payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.



 


This letter agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.





 






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This letter agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


No party hereto may assign
either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval 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 constitutes
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law
or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of laws principles.


 


[Signature page follows]


 









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	 	Very truly yours,
	 	 	 
	 	GARDINER HEALTHCARE ACQUISITIONS CORP.
	 	 	 
	 	By:	 
	 	Name:	Marc F. Pelletier
	 	Title:	Chief Executive Officer



 


	AGREED TO AND ACCEPTED BY:	 
	 	 	 
	GARDINER HEALTHCARE HOLDINGS, LLC	 
	 	 	 
	By:	Gardiner Founder, LLC Its Member	 
	 	 	 
	By:	 	 
	Name:	Marc F. Pelletier	 
	Title:	Managing Member	 



 


[Signature Page to Administrative Services
Agreement]