Exhibit 10.1


 


[●], 2021


 


Gardiner Healthcare Acquisitions
Corp.


1307 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 15 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 each of the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of the undersigned hereby agrees with the Company as follows:


 


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


 






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2.                  To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,125,000 Units (as
described in the Registration Statement), (a) Gardiner Healthcare Holdings, LLC (“Gardiner Healthcare”)
agrees that it shall forfeit, at no cost, a number of Founder Shares in the aggregate equal to 182,812 multiplied by a fraction, (i)
the numerator of which is 1,125,000 minus the number of Units purchased by the Underwriters upon the exercise of their
over-allotment option and (ii) the denominator of which is 1,125,000, (b) Chardan Gardiner LLC agrees that it shall forfeit, at no
cost, a number of Founder Shares in the aggregate equal to 50,625 multiplied by a fraction, (i) the numerator of which is 1,125,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option and (ii) the denominator of
which is 1,125 ,000 and (c) CCMAUS Pty Ltd agrees that it shall forfeit, at no cost, a number of Founder Shares in the aggregate
equal to 47,813 multiplied by a fraction, (i) the numerator of which is 1,125,000 minus the number of Units purchased by the
Underwriters upon the exercise of their over-allotment option and (ii) the denominator of which is 1,125,000. All references in this
letter to Founder Shares of the Company being forfeited shall take effect as a contribution of such Founder Shares to the
Company’s capital as a matter of Delaware law. The forfeiture will be adjusted to the extent that the over-allotment option is
not exercised in full by the Underwriters so that the number of Founder Shares will equal an aggregate of 20.0% of the
Company’s issued and outstanding IPO Shares and Founder Shares after the IPO. The undersigned further agrees that to the
extent that the size of the IPO is increased or decreased, the Company will effect a capitalization or stock repurchase or
redemption, as applicable, immediately prior to the consummation of the IPO in such amount as to maintain the number of Founder
Shares at 20.0% of the Company’s issued and outstanding IPO Shares and Founder Shares upon the consummation of the IPO. In
connection with such increase or decrease in the size of the IPO, then (A) the references to 1,125,000 in the numerator and
denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15.0% of the number of
shares of Common Stock included in the Units issued in the IPO, (B) the reference to 182,812, 50,625 and 47,813 in the formula set
forth in the first sentence of this paragraph shall be adjusted to, respectively, (i) the total number of Founder Shares that
Gardiner Healthcare would have to return to the Company in order for the number of Founder Shares that Gardiner Healthcare owns
(together with the Insiders) to equal an aggregate of 12.3% of the Company’s issued and outstanding IPO Shares and Founder
Shares after the IPO, (ii) the total number of Founder Shares that Chardan Gardiner LLC would have to return to the Company in order
for the number of Founder Shares that Chardan Gardiner LLC owns (together with Insiders) to equal an aggregate of 3.4% of the
Company’s issued and outstanding IPO Shares and Founder Shares after the IPO, and (iii) the total number of Founder Shares
that CCMAUS Pty Ltd would have to return to the Company in order for the number of Founder Shares that CCMAUS Pty Ltd owns (together
with Insiders) to equal an aggregate of 3.2% of the Company’s issued and outstanding IPO Shares and Founder Shares after the
IPO.


 


3.                 
The undersigned agrees that the Founder Shares and Private Warrants held by it, and any shares of Common Stock issued upon
conversion or exercise thereof, shall not be sold during the IPO, or sold, transferred, assigned, pledged, or hypothecated, or be the
subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such
securities by any person for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement
of sales of the IPO, except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners;
provided that all securities so transferred remain subject to the foregoing lockup restriction for the remainder of the time period.


 


4.                 
 


 


(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 the Company is required to consummate a Business Combination.


 






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(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 it owns, including its 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. Each of the undersigned acknowledges and agrees that there
will be no distribution from the Trust Fund with respect to any Common Stock underlying the Private Warrants, all rights of which will
terminate on the Company’s liquidation.


 


(c)              
In the event of the liquidation of the Trust Fund, Gardiner Healthcare agrees to indemnify and hold harmless the Company
against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other
expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim
whatsoever) which the Company may become subject as a result of any claim by any vendor or other person who is owed money by the Company
for services rendered or products sold or contracted for, but only to the extent necessary to ensure that such loss, liability, claim,
damage or expense does not reduce the amount of funds in the Trust Fund; provided, that such indemnity shall not apply if such
vendor or other person has executed an agreement waiving any claims against the Trust Fund.


 


(d)              
In the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets
are insufficient to complete such liquidation, Gardiner Healthcare agrees to advance such funds necessary to complete such liquidation
and agrees not to seek repayment for such expenses.


 


5.                  Each
of the undersigned will place into escrow all of its 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. Each of the undersigned agrees that
during the escrow period, 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 Gardiner Healthcare, Chardan Gardiner LLC, and CCMAUS Pty Ltd 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, (8) by private sales at
prices no greater than the price at which the shares were originally purchased or (9) for the cancellation of up to 281,250 shares
of Common Stock subject to forfeiture to the extent that the Underwriters’ over-allotment option is not exercised in full or
in part or in connection with the consummation of the Company’s initial Business Combination, in each case (except for clause
9 or with the prior consent of the Representative) where the transferee agrees to the terms of the escrow agreement and this insider
letter.


 






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6.                 
Each of the undersigned agrees that until the Company consummates a Business Combination, its Private Warrants will be subject
to the transfer restrictions described in the Private Placement Warrants Purchase Agreement relating to its Private Warrants.


 


7.                 
[RESERVED]


 


8.                 
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.


 


9.                 
Neither Gardiner Healthcare nor any affiliate of Gardiner Healthcare will be entitled to receive or accept a finder’s
fee or any other compensation in the event Gardiner Healthcare or any affiliate of Gardiner Healthcare originates a Business Combination.


 


10.             
Each of the undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and
accurate in all material respects. Each of the undersigned represents and warrants that:


 


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


 


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


 


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


 


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


 


(e)               it
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 it 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;


 






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(f)               
it 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 its right to engage in any activity described
in paragraph 10(e)(i) above, or to be associated with persons engaged in any such activity;


 


(g)              
it 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;


 


(h)              
it 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)                
it 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)                
it 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)              
it 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)                
it 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)             it
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 it 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;


 






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(n)              
it has never been subject to any order of the SEC that orders it 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 of 1933, as amended (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)              
it 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;


 


(p)              
it 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)              
it 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 it 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)               
it 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 its 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 it from being associated with any entity or from participating in the offering of any penny stock; and


 


(s)               
it 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.


 


11.             
Each of the undersigned represents that it has full right and power, without violating any agreement by which it is bound,
to enter into this letter agreement.


 






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12.             
 Each of the undersigned hereby waives its right to exercise conversion rights with respect to any shares of Common Stock
owned or to be owned by it, directly or indirectly, whether purchased by it prior to the IPO, in the IPO or in the aftermarket, and agrees
that it 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.


 


13.             
Each of 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.


 


14.             
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.


 


15.             
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) “Founder Shares” shall mean all of the shares of Common Stock acquired by Gardiner Healthcare, Chardan
Gardiner LLC and CCMAUS Pty Ltd prior to the consummation of the IPO; (v) “IPO Shares” shall mean the shares
of Common Stock issued in the Company’s IPO; (vi) “Private Warrants” shall mean the Warrants purchased
in the private placements taking place simultaneously with the consummation of the Company’s IPO; (vii) “Registration
Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; (viii) “SEC”
means the U.S. Securities and Exchange Commission; and (ix) “Trust Fund” shall mean the trust fund into which
a portion of the net proceeds of the Company’s IPO will be deposited.


 






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16.              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


 


If to the Company:


 


Gardiner Healthcare Acquisitions
Corp.


3107 Warrington Road


Shaker Heights, OH 44210


Attn: Marc F. Pelletier, Chief
Executive Officer


Email: mfpelletier@gardinerhealthcare.com


 


Copy (which copy shall not
constitute notice) to:


 


Reed Smith LLP


506 Carnegie Center


Suite 300


Princeton,
New Jersey 08540


Attn:
Edward P. Bromley III, Esq.


Email:
ebromley@reedsmith.com


 


 


17.             
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.


 


18.              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. Without limiting the generality of the foregoing, the parties hereto agree
that paragraph 5 of this letter agreement shall not be modified or amended without the written consent of the Representative.
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,
	 	 
	 	GARDINER
    HEALTHCARE HOLDINGS, LLC
	 	 
	 	By:	 
	 	Name:	Marc
    F. Pelletier
	 	Title:	Chief
    Executive Officer
	 	 
	 	CHARDAN
    GARDINER LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	CCMAUS
    PTY LTD
	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 
	 	 
	 	Acknowledged
    and Agreed:
	 	 
	 	GARDINER
    HEALTHCARE ACQUISITIONS CORP.
	 	 
	 	By:	 
	 	Name:	Marc
    F. Pelletier
	 	Title	Chief
    Executive Officer




 


[Signature Page to Insider Letter]