Gardiner Healthcare Acquisitions Corp.: debt financing — Gardiner Healthcare issues $425K in promissory notes to fund operations; sponsor pledges shares as inducement

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,

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.

“ 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 $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 ”

“ 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

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).

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.