Exhibit 10.1


 








TRUST AMENDMENT


 


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”).


 


WHEREAS, a total of $87,112,500 was placed in the Trust Account from
the IPO and sale of private warrants;


 


WHEREAS, the third recital to the Trust Agreement provides that the
Business Combination is to be consummated within the initial 12 month period following the closing of the Offering, but that the Company
may extend such period twice, by an additional three months for each extension period, for a total of up to 18 months, subject to the
Sponsor or its affiliates or permitted designees depositing $750,000 (or up to $862,500 if the Underwriters’ over-allotment option
is exercised in full) into the Trust Account;


 


WHEREAS, Section 6(d) of the Trust Agreement provides the Trust Agreement
may only be amended with the approval of the holders of 65% or more of all of the outstanding shares of Common Stock (the “Consent
of the Stockholders”);


 


WHEREAS, the Company obtained the Consent of the Stockholders to approve
this Amendment; and


 


WHEREAS, each of the Company and Trustee desire to amend the Trust
Agreement as provided herein.


 


NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the parties hereto agree as follows:


 


	 	1.	Amendments to Trust Agreement.


 


	 	(a)	The first recital to the Trust Agreement is hereby amended and restated as follows:


 


WHEREAS, the Company’s registration statement
on Form S-1, File No. 333-260422 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of one share
of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant,
each warrant entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to
as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission


 


	 	(b)	The third recital to the Trust Agreement is hereby amended and restated as follows:


 


WHEREAS, if a Business Combination (as defined herein)
is not consummated within the initial 12 month period following the closing of the Offering, upon the request of the Company’s co-sponsors
(the “Sponsor”), the Company may extend such period for an additional three months, subject to the Co-Sponsors
or their affiliates or permitted designees depositing $300,000 into the Trust Account no later than the 12 month anniversary of the Offering
(the “Deadline”) for the three-month extension, and thereafter to extend the Deadline up to three (3) times
by an additional one month each time (or up to June 27, 2023) by depositing into the Trust Account $100,000 for each additional one month
extension (each, and collectively, an “Extension”); and


  






     


     


    

 


2. Miscellaneous Provisions.


 


2.1. Successors. All the covenants and provisions of this Amendment
by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.





 


2.2. Severability. This Amendment shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment
or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision
as may be possible and be valid and enforceable.


 


2.3. Applicable Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of New York.


 


2.4. Counterparts. This Amendment may be executed in several
original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.


 


2.5. Effect of Headings. The section headings herein are for
convenience only and are not part of this Amendment and shall not affect the interpretation thereof.


 


2.6. Entire Agreement. The Trust Agreement, as modified by this
Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises
and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings,
arrangements, promises and commitments are hereby canceled and terminated.


 


[Signature Page to Follow]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have duly
executed this Amendment as of the date first set forth above.


 


	 	GARDINER HEALTHCARE ACQUISITIONS CORP.
	 	 	 
	 	By:	 /s/ Marc F. Pelletier
	 	Name: 	 Marc F. Pelletier
	 	Title: 	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE
	 	 	 
	 	By:	 /s/ Francis Wolf
	 	Name: 	 Francis Wolf
	 	Title: 	Vice President


 


(Signature Page to Trust
Amendment)