Exhibit
10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2022 by and between Redwoods Acquisition
Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-[●] (the “Registration Statement”), for its initial
public offering of securities (“IPO”) has been declared effective as of the date hereof (the “Effective Date”)
by the U.S. Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth
in the Registration Statement);


 


WHEREAS,
Chardan Capital Markets, LLC (the “Representative”) is acting as the representative of the underwriters in the IPO pursuant
to an underwriting agreement between the Company and the Representative (the “Underwriting Agreement”);


 


WHEREAS,
simultaneously with the IPO, Redwoods Capital LLC, the Company’s sponsor, and the Representative will be purchasing 477,500 (or
up to 530,000 if the underwriters’ over-allotment option is exercised in full) private units (“Private Placement Units”)
from the Company at $10.00 per private unit (for a total purchase price of $4,775,000 or $5,300,000 if the underwriters’ over-allotment
option is exercised in full);


 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation,
as the same may be amended from time to time (the “Charter”), $101,000,000 (or $116,150,000 if the underwriters’ over-allotment
option is exercised in full) of the net proceeds of the IPO and sale of the Private Placement Units will be delivered to the Trustee
to be deposited and held in a segregated trust account located at all times in the United States for the benefit of the Company and the
holders of the Company’s shares of common stock, par value $0.0001 per share (“Common Stock”), issued in the IPO as
hereinafter provided (the amount to be delivered to the Trustee will be referred to herein as the “Property,” the shareholders
for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders
and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $3,750,000, or $4,312,500 if the underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that may become payable by the Company
to the underwriters upon the consummation of an initial business combination (as described in the Registration Statement, a “Business
Combination”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


IT
IS AGREED:


 


1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)
 Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement
in a segregated trust account (“Trust Account”) established by the Trustee in the United States at [JPMorgan Chase Bank,
N.A.] (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by the Trustee, and
at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set
forth herein;


 


(c) In
a timely manner, upon the instruction of the Company, invest and reinvest the Property (i) in United States “government securities”
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
having a maturity of 185 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated under
the Investment Company Act and that invest solely in U.S. treasuries, as determined by the Company, it being understood that
the Trustee has no obligation to monitor or question the Company’s determination that an investment is in compliance with the foregoing
clause; the Company shall not instruct the Trustee to invest in any other securities or assets, it being understood that the Trust Account
will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder;




 






    


     


    

 


(d) Collect and receive, when due, all principal and income arising from the Property, which shall
become part of the “Property,” as such term is used herein;


 


(e) Notify the Company and the Representative of all communications received by it with respect
to any Property requiring action by the Company;


 


(f) Supply any necessary information or documents as may be requested by the Company in connection
with the Company’s preparation of its tax returns;


 


(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising
from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written statements of the activities of and amounts in the Trust
Account reflecting all receipts and disbursements of the Trust Account; and


 


(i) Commence liquidation
of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf
of the Company by its Chief Executive Officer and Chief Financial Officer and, in the case of a Termination Letter in a form substantially
similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of
the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents
referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 12-month
anniversary of the closing of the IPO (the “Closing”) or, in the event that the Company extended the time to complete the
Business Combination for up to 15 or 18 months, as applicable, from the Closing but has not completed the Business Combination within
such 15- or 18-month period, as applicable, the 15- or 18-month anniversary, as applicable, of the Closing (as applicable, the “Applicable
Deadline”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached
as Exhibit B hereto and distributed to the Public Shareholders as of the Applicable Deadline.

 


(j) Upon receipt of an extension letter (“Extension Letter”) substantially similar
to Exhibit D hereto at least five business days prior to the Applicable Deadline, signed on behalf of the Company by its Chief
Executive Officer and Chief Financial Officer, and receipt of the dollar amount specified in the Extension Letter on or prior to the
Applicable Deadline, to follow the instructions set forth in the Extension Letter.


 


(k) Upon receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit
E, signed on behalf of the Company by its Chief Executive Officer and Chief Financial Officer and, distribute to Public Stockholders
who exercised their conversion rights in connection with an amendment to Article Sixth of the Charter (an “Amendment”) an
amount equal to the pro rata share of the Property relating to the Common Stock for which such Public Stockholders have exercised conversion/redemption
rights in connection with such Amendment.


 


(l) Not disburse any amounts from the Trust Account in connection with a Business Combination in
the event that the amount per share to be received by the redeeming Public Shareholders is less than $10.10 per share (plus the amount
per share deposited in the Trust Account pursuant to any Extension Letter).


 


(m) In connection with a Business Combination, before making disbursements to the Depository Trust
Company, the Company or any other person, disburse the per share amount to redeeming Public Shareholders (other than shares tendered
through the Depository Trust Company) that have tendered their shares directly to the Trustee. 


 


2. Limited Distributions of Income from Trust Account.


 


(a) Upon written request from the Company, which may be given from time to time in a form substantially
similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned
on the Trust Account requested by the Company to cover any income or other tax obligations owed by the Company.


 






    2


     


    

 


(b) The limited distributions referred to in Section 2(a) above shall be made only from income
collected on the Property. Except as provided in Section 2(a), no other distributions from the Trust Account shall be permitted except
in accordance with Section 1(i) and 1(k) hereof.


 


(c) The Company shall provide the Representative with a copy of any Termination Letters and/or
any other correspondence that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after
such issuance.


 


(d) If applicable, the Company shall issue a press release at least three days prior to the Applicable
Deadline announcing that, at least five days prior to the Applicable Deadline, the Company received notice from the Company’s insiders
or their affiliates or designees that the insiders or their affiliates or designees intend to extend the Applicable Deadline and, promptly
following the Applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination has been extended.


 


3. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman
of the Board, Chief Executive Officer or Chief Financial Officer. In addition, except with respect to its duties under Sections 1(i)
and 2(a) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction
which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing.


 


(b) Subject to the provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless
and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or loss suffered
by the Trustee in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving
any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the
Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from
the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or
the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section
3(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”); provided,
however, that the Trustee’s failure to provide such notice shall not relieve the Company of its liability hereunder, except to
the extent that it is materially prejudiced by such failure. The Trustee shall have the right to conduct and manage the defense against
such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written
consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company may participate in such action with
its own counsel.


 


(c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for
each disbursement made pursuant to Section 2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the
parties from time to time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that any
fees owed to the Trustee shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 1(i) solely
in connection with the consummation of the Company’s Business Combination. The Company shall pay the Trustee the initial acceptance
fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. Except as set
forth in this Section 3(c), the Company shall not be responsible for any other fees or charges of the Trustee.


 


(d) In connection with any vote of the Company’s shareholders regarding a Business Combination,
provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating
shareholder votes verifying the vote of the Company’s shareholders regarding such Business Combination.


 


(e) In the event that the Company directs the Trustee to commence liquidation of the Trust Account
pursuant to Section 1(i), the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized
by this Agreement.


 






    3


     


    

 


4. Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Take any action with respect to the Property, other than as directed in Sections 1 and 2 hereof
and the Trustee shall have no liability to any party except for liability arising out of its own gross negligence or willful misconduct;


 


(b) Institute any proceeding for the collection of any principal and income arising from, or institute,
appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions
from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;


 


(c) Change the investment
of any Property, other than in compliance with Section 1(c), and in no event shall the Trustee be liable for the selection of investments
or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity
date or the failure of the Company to provide timely written investment instruction;


 


(d) Refund any depreciation in principal of any Property;


 


(e) Assume that the authority of any person designated by the Company to give instructions hereunder
shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation
of such authority to the Trustee;


 


(f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action
suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, except for its gross negligence or
willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as
to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person
or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement
or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and,
if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify the correctness of the information set forth in the Registration Statement or to confirm
or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h) File local, state and/or federal tax returns or information returns with any taxing authority
on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust
Account, relating to the income earned on the Property;


 


(i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property
shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account
or released to it under Section 2(a) hereof);


 


(j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any
agreement or document other than this Agreement and that which is expressly set forth herein; and


 


(k) Verify calculations, qualify or otherwise approve Company requests for distributions pursuant
to Section 1(i), 1(k) or 2(a) above.


 


5. Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest
or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or
to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company
under this Agreement, including, without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely
against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 






    4


     


    

 


6. Termination. This Agreement shall terminate as follows:


 


(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement,
the Company shall use its reasonable efforts to locate a successor trustee during which time the Trustee shall act in accordance with
this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has
agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor
trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this
Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety (90)
days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit,
the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time that the Trustee has completed the liquidation of the Trust Account in accordance
with the provisions of Section 1(i) hereof, and distributed the Property in accordance with the provisions of the Termination Letter,
this Agreement shall terminate except with respect to Section 3(b).


 


7. 
Miscellaneous.


 


(a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures
set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential
information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has
reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names, account
numbers and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank. The Trustee shall
not be liable for any loss, liability or expense resulting from any error in the information or transmission of the wire.


 


(b) This Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. It may be executed in several original or facsimile counterparts, each one of which shall constitute an
original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire agreement and understanding of the parties hereto with respect
to the subject matter hereof. Except for Sections 1(i), 1(k), 1(l), 1(m), 7(c) and 7(g) (which may only be amended with the approval
of the holders of at least a majority of the outstanding shares of Common Stock, this Agreement or any provision hereof may only be changed,
amended or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification
may be made without the prior written consent of the Representative. As to any claim, cross-claim or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury. The Trustee may require from Company counsel an opinion as to the propriety
of any proposed amendment.


 


(d) The parties hereto consent to the jurisdiction and venue of any state or federal court located
in the City of New York, Borough of Manhattan, for purposes of resolving any disputes hereunder.


  


(e) Any notice, consent or request to be given in connection with any of the terms or provisions
of this 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 by e-mail transmission:


 


if
to the Trustee, to:


 


American
Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Attn: Relationship Management


E-mail:
admin12@astfinancial.com


 






    5


     


    

 


if
to the Company, to:


 


Redwoods Acquisition Corp.


1115 Broadway, 12th Floor


New York, NY 10010


Attn: Jiande Chen, Chief Executive Officer


E-mail: jiande.chen@rewoodsac.com

 


in
either case with a copy (which copy shall not constitute notice) to:


 


Chardan Capital Markets, LLC

17 State Street, Suite 2130

New York, NY 10004

Attn: George Kaufman

E-mail: gkaufman@chardancm.com


 


and:


 


Loeb
& Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Giovanni Caruso, Esq.

E-mail: gcaruso@loeb.com


 


and:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, NY 10105

Attn: Stuart Neuhauser, Esq.


E-mail: sneuhauser@egsllp.com

 


The
parties hereto consent to the delivery of notices or other communications by electronic transmission at the e-mail address set forth
below the respective party’s name in this Section 7(e). To the extent that any notice given by means of electronic transmission
is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail
address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees
to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.


 


(f) This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g) Each of the Trustee and the Company hereby represents that it has the full right and power
and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee
acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall
not be entitled to any funds in the Trust Account under any circumstance.


  


(h) This Agreement is the joint product of the Company and the Trustee and each provision hereof
has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any
party hereto.


 


(i) This Agreement may be executed in any number of counterparts, each of which shall be deemed
to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart
of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.


 


(j) Each of the Company and the Trustee hereby acknowledges that the Representative and the underwriters
in the IPO are third party beneficiaries of this Agreement.


 


(k) Except as specified herein, no party to this Agreement may assign its rights or delegate its
obligations hereunder to any other person or entity.


 


[Signature
Page Follows]


 






    6


     


    

 


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


 


	 	AMERICAN STOCK TRANSFER & TRUST COMPANY,
    LLC, as Trustee
	 	 
	 	By:	            
	 	 	Name: 	               
	 	 	Title: 	 


 


	 	REDWOODS ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:  	Jiande Chen
	 	 	Title: 	Chief Executive Officer


 


Signature
Page to Investment Management Trust Agreement


 






    


     


    

 


SCHEDULE
A


 


	Fee
    Item	Time
    and method of payment	Amount
	Initial
    acceptance fee	Initial
    closing of IPO by wire transfer	[_______]
	Annual
    fee	First
    year ($[______]), on the initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO
    by wire transfer or check	[_______]
	Transaction
    processing fee for disbursements to Company under Section 2	Billed
    to the Company following disbursement made to Company under Section 2	[_______]
	Paying
    Agent services as required pursuant to Section 1(i)	Billed
    to Company upon delivery of service pursuant to Section 1(i)	Prevailing
    rates


  






    


     


    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert date]


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


 


	 	Re:	Trust Account No. [●]
    − Termination Letter


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Redwoods Acquisition Corp. (“Company”) and American
Stock Transfer & Trust Company, LLC (“Trustee”), dated as of [●], 2022 (“Trust Agreement”), this is
to advise you that the Company has entered into an agreement with [___________] (“Target Business”) to consummate a business
combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify
you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”).
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer
the proceeds to the above-referenced account to the effect that, on the Consummation Date, all of funds held in the Trust Account will
be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged
and agreed that while the funds are on deposit in the trust operating account awaiting distribution, the Company will not earn any interest
or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
and (ii) the Company shall deliver to you (a) a certificate by its Chief Executive Officer, which verifies the vote of the Company’s
shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and Chardan
Capital Markets, LLC with respect to the transfer of the funds held in the Trust Account, which must provide for the disbursement of
no less than $10.10 per share plus the amount per share deposited in the Trust Account per Extension Letter to redeeming Public Shareholders
(“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately
upon your receipt of the counsel’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In
the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed
after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof,
the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.


 






    A-1


     


    

 


	 	Very truly yours,
	 	 
	 	REDWOODS ACQUISITION CORP.
	 	By:	 
	 	 	Name: 	                   
	 	 	Title:	 


  


	 	By:	 
	 	 	Name: 	         
	 	 	Title: 	 


 


Acknowledged
and Agreed:


Chardan
Capital Markets, LLC


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 






    A-2


     


    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert date]


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


 


	 	Re:	Trust Account No. [●]
    − Termination Letter


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Redwoods Acquisition Corp. (“Company”) and American
Stock Transfer & Trust Company, LLC (“Trustee”), dated as of [●], 2022 (“Trust Agreement”), this is
to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified
in the Company’s Charter, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and
not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments and to transfer
the total proceeds to the trust operating account to await distribution to the Public Shareholders. The Company has selected [__________,
20__] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds.
It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating
account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly
to the Public Shareholders in accordance with the terms of the Trust Agreement and the Charter. Upon the distribution of all the funds
in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	REDWOODS ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name: 	                  
	 	 	Title:	 


  


	 	By:	 
	 	 	Name: 	            
	 	 	Title: 	 


 


		cc:	Chardan
Capital Markets, LLC


 






    B-1


     


    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


 


	 	Re:	Trust Account No. [●]
    − Tax Withdrawal Instruction Letter


 


Pursuant
to Section 2(a) of the Investment Management Trust Agreement between Redwoods Acquisition Corp. (“Company”) and American
Stock Transfer & Trust Company, LLC (“Trustee”), dated as of [●], 2022 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company [$      ] of
the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations. In accordance
with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon
your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	REDWOODS ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name: 	                
	 	 	Title:	 


 


		cc:	Chardan
Capital Markets, LLC


 






    C-1


     


    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


 


	 	Re:	Trust Account No. [●]
    − Extension Letter


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Redwoods Acquisition Corp. (“Company”) and American
Stock Transfer & Trust Company, LLC, dated as of [●], 2022 (“Trust Agreement”), this is to advise you that the
Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional [three
(3) months], from ______________ to ____________ (the “Extension”).


 


This
Extension Letter shall serve as the notice required with respect to the Extension prior to the Applicable Deadline. Capitalized words
used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit [$1,000,000] [(or $1,150,000 if the underwriters’
over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt.


 


	 	Very truly yours,
	 	 
	 	REDWOODS ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name: 	               
	 	 	Title:	 


 


	 	cc:	Chardan Capital Markets,
    LLC


 




    D-1


     


    

 


EXHIBIT
E


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


 


	 	Re:	Trust Account No. [●]
    – Amendment Notification Letter


 


Ladies
and Gentlemen:


 


Reference
is made to that certain Investment Management Trust Agreement between Redwoods Acquisition Corp. (“Company”) and American
Stock Transfer & Trust Company, LLC, dated as of [●], 2022 (“Trust Agreement”). Capitalized words used herein and
not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant
to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer [$      ]
of the proceeds of the Trust to the trust operating account for distribution to the stockholders that have requested conversion of their
shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 


	 	REDWOODS ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name: 	                    
	 	 	Title:	 


 


	cc:	Chardan
    Capital Markets, LLC


 


 


E-1