GDNR Gardiner Healthcare Acquisition Corporation

On May 1, 2023, Gardiner Healthcare Acquisitions Corp. (the “Company”) issued five unsecured promissory notes (each, a “Promissory Note” and, collectively, the “Promissory Notes”) to Payees (as defined below), pursuant to which the Company is entitled to borrow an aggregate of $425,000 for costs, fees and expenses related to the Company’s operations, including those relating to the preparation, negotiation and consummation of an intended Business Combination (as defined below). All unpaid principal under the Promissory Notes will be due and payable in full on the earlier of (i) June 27, 2023 (or such later extension date permitted by the Amended and Restated Certificate of Incorporation, as amended, of the Company (the “Certificate of Incorporation”) in the event the stockholders of the Company approve a further amendment to the Certificate of Incorporation to extend the period to consummate a business combination) (the “Maturity Date”) and (ii) the date on which the Company consummates an initial business combination (the “Business Combination”).

The Promissory Notes entered into by the Company were issued as follows: (i) to Seisun Capital PTY LTD (“Seisun Capital”) for a principal sum of $75,000; (ii) to Guy Spriggs Trust 12/16 (“Spriggs”) for a principal sum of $200,000; (iii) to Kent Rinker (“Rinker”) for a principal sum of $50,000; (iv) to Greg Sukenik (“Sukenik”) for a principal sum of $25,000; and (v) to Virginia Stack (“Stack” and, together with Seisun Capital, Spriggs, and Rinker, each a “Payee” and, collectively, the “Payees”) for a principal sum of $75,000.

A copy of the form of Promissory Note is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Convertible Note is qualified in its entirety by reference thereto.

Sponsor Support Agreement

In connection with entering into the Promissory Notes, on May 1, 2023, the Payees (with the exception of Stack), and Gardiner Healthcare Holdings, LLC, a Delaware limited liability company (“Gardiner Sponsor”), entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, Gardiner Sponsor agreed to assign and transfer to the Payees a certain number of shares of Common Stock owned by Gardiner Sponsor in accordance with the terms of such Sponsor Support Agreement, as an inducement for the Payees to make the loans contemplated by the Promissory Notes.

A copy of the Sponsor Support Agreement is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference, and the foregoing description of the Sponsor Support Agreement is qualified in its entirety by reference thereto.