Exhibit 10.8


 


Administrative Services Agreement


 


This Administrative Services Agreement (this “Agreement”)
entered into as of [●], 2022, by and between Redwoods Capital LLC (the “Provider”) and Redwoods Acquisition Corp. (the
“Company”).


 


The Provider has agreed to provide services to
the Company on the terms and conditions set out in this Agreement, and the Company is of the opinion that the Provider has the proper
and necessary qualifications, experience and abilities to provide services to the Company.


 


Therefore in consideration of the matters described
above, the receipt and sufficiency of which consideration is hereby acknowledged, the Company and the Provider agree as follows:


 


	1.	Scope of Work


 


The Provider is to provide the Company
with the following services (the “Services”): general and administrative services, including office space, utilities, secretarial
and administrative support services, as may be reasonably required by the Company from time to time, situated at 1115 Broadway, 12th Floor,
New York, NY 10010 (or any successor location).


 


The Services will include any other
tasks which the Company and the Provider may agree on.


 


	2.	Term of Agreement


 


This Agreement will begin on the date
hereof and will remain in full force and effect 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 for the Company’s initial public offering
(the “IPO”)) unless terminated earlier pursuant to the terms hereof. This Agreement may be extended by mutual written agreement
of the parties.


 


	3.	Trust Waiver


 


The Provider hereby agrees that it
does not have any right, title, interest or claim of any kind in or to any monies that may be set aside in a trust account (the “Trust
Account”) that may be established by the Company for the benefit of the Company’s public stockholders upon the consummation
of the IPO as described in the Registration Statement (“Claim”) and hereby waives any Claim it may have in the future as a
result of, or arising out of, any negotiations, contracts or agreements with the Company in connection with this Agreement and will not
seek recourse against the Trust Account for any reason whatsoever.


 


	4.	Termination 


 


If either party seeks termination of
this Agreement, the terminating party must provide a written notice to the other party.


 


	5.	Compensation 


 


The Company will provide compensation
to the Provider of $10,000 per month for the Services rendered by the Provider as required by this Agreement. The Provider agrees that
payment of such amounts may be deferred, without interest, until the date of consummation of the Company’s initial business combination
upon a determination by the Company’s audit committee that the Company lacks sufficient funds held outside the Trust Account to
pay the Company’s actual or anticipated expenses in connection with the Company’s initial business combination.


 


[signature page follows]


 




     


     


    

 


IN WITNESS WHEREOF the parties have duly executed
this Agreement as of the date first above written.


 


	 	REDWOODS CAPITAL LLC


 


	 	By:	 
	 	Name: 	Min Gan
	 	Title:	Authorized Representative
	 	 	 
	 	REDWOODS ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name: 	Jiande Chen
	 	Title:	Chief Executive Officer


 


Signature Page to Administrative Services Agreement