Exhibit 10.3


 


STOCK ESCROW AGREEMENT


 


This STOCK ESCROW AGREEMENT,
dated as of [●], 2022 (this “Agreement”), by and among REDWOODS ACQUISITION CORP., a Delaware corporation (the “Company”),
the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”), and AMERICAN STOCK
TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Escrow Agent”).


 


WHEREAS, the Company has entered
into an Underwriting Agreement, dated as of [●], 2022 (the “Underwriting Agreement”), with Chardan Capital Markets LLC
(“Chardan”) acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant
to which, among other matters, the Underwriters have agreed to purchase 10,000,000 units (“Units”) of the Company, plus an
additional 1,500,000 Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of one share of common
stock of the Company, par value $0.0001 per share (the “Common Stock”), one redeemable warrant, each redeemable warrant entitling
its holder to purchase one-half (1/2) of one share of Common Stock at an exercise price of $11.50 per full share of Common Stock, and
one right to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination, all as more
fully described in the Company’s final Prospectus, dated [●], 2022 (“Prospectus”), comprising part of the Company’s
Registration Statement on Form S-1 (File No. 333-[●]) under the Securities Act of 1933, as amended (“Registration Statement”),
declared effective on [●], 2022 (“Effective Date”).


 


WHEREAS, the Initial Shareholders
have agreed as a condition of the sale of the Units to deposit their Insider Shares (as defined in the Prospectus), as set forth opposite
their respective names on Exhibit A attached hereto (collectively “Escrow Shares”), in escrow as hereinafter
provided.


 


WHEREAS, the Company and the
Initial Shareholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.


 


IT IS AGREED:


 


1. Appointment of
Escrow Agent. The Company and the Initial Shareholders hereby appoint the Escrow Agent to act in accordance with and subject
to the terms of this Agreement with authority and power to transfer the Escrow Shares, and the Escrow Agent hereby accepts such appointment
and agrees to act in accordance with and subject to such terms without the need for any further guaranteed share power from the Initial
Shareholders.


 


2. Deposit of Escrow
Shares. On or prior to the date hereof, the Escrow Shares shall have been issued to each of the Initial Shareholders in book-entry
form representing such Initial Shareholder’s respective Escrow Shares, to be held and disbursed subject to the terms and conditions
of this Agreement. Each of the Initial Shareholders acknowledges that such Initial Shareholder’s Escrow Shares is legended
to reflect the deposit of such Escrow Shares under this Agreement.


 


3. Disbursement of the
Escrow Shares.


 


3.1 The Escrow Agent shall
hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow
Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination
(as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price
of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)
for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for
the remaining 50% of the Escrow Shares, ending six months after the date of the consummation of an initial Business Combination. The Company
shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow
Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares to such Initial Shareholder; provided,
however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any
time during the Escrow Period, then the Escrow Agent shall promptly cancel the Escrow Shares; provided further, however, that if, within
six months after the Company consummates an initial Business Combination, the Company (or the surviving entity) subsequently consummates
a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the
right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written
notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable
to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable,
release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement
or cancellation of the Escrow Shares in accordance with this Section 3.1.


 






     


     


    

  


3.2 Notwithstanding
Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the
Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the sponsor, Redwoods
Capital LLC, agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held
by it determined by multiplying (a) the product of (i) 375,000, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the
number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the
denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or
termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in
connection with their exercise thereof. The Initial Shareholders hereby irrevocably constitute and appoint Escrow Agent to transfer
the said Escrow Shares on the books of the Company with full power of substitution in the premises.


 


4. Rights of Initial Shareholders
in Escrow Shares.


 


4.1 Voting Rights as
a Shareholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided, the
Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow Period, including, without limitation,
the right to vote such shares.


 


4.2 Dividends and Other
Distributions in Respect of the Escrow Shares. During the Escrow Period, all dividends payable in cash with respect to the Escrow
Shares shall be paid to the Initial Shareholders, but all dividends payable in stock or other non-cash property (“Non-Cash Dividends”)
shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Shares”
shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 


4.3 Restrictions on
Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be for transfers (i) to the Company’s
pre-IPO shareholders, or to the Company’s officers, directors, advisors and employees, (ii) transfers to an Initial Shareholder’s
affiliates or its members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws
of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) by private sales made at prices no
greater than the price at which the Escrow Shares were originally purchased, or (vii) to the Company for cancellation in connection with
the consummation of a Business Combination or for the cancellation of up to 375,000 shares of Common Stock subject to forfeiture to the
extent that the Underwriters’ over-allotment is not exercised in full or in part, in each case (except for clause vii) on the condition
that such transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and
conditions of this Agreement and forfeiture, as the case may be, and of the Insider Letter (as defined below) signed by the Initial Shareholder
transferring the Escrow Shares, as well as the other applicable restrictions
and agreements of the holders of the Escrow Shares.


 


4.4 Insider Letters. Each
of the Initial Shareholders has executed a letter agreement with the Company, dated as of the date hereof, and the form of which is filed
as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and obligations of such Initial Shareholder
in certain events, including but not limited to the liquidation of the Company. 


 


5. Concerning the Escrow
Agent.


 


5.1 Good Faith Reliance. The
Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and
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 Escrow Agent), 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 Escrow Agent in good faith to be genuine and to be signed or presented by the proper person or persons. The Escrow
Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced
by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are
affected, unless it shall have given its prior written consent thereto. 


 






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5.2 Indemnification. The
Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which
in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow
Shares held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent.
Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding,
the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its
sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of
the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending
receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what
circumstances the Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow
Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3 Compensation. The
Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder. The Escrow Agent
shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties hereunder
including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental
charges.


 


5.4 Further Assurances. From
time to time on and after the date hereof, the Company and the Initial Shareholders shall deliver or cause to be delivered to the Escrow
Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request
to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that
it is protected in acting hereunder.


 


5.5 Resignation. The
Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto
written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time
that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company and approved by Chardan, which approval will
not be unreasonably withheld, conditioned or delayed, the Escrow Shares held hereunder. If no new escrow agent is so appointed within
the 60-day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it
reasonably deems appropriate.


 


5.6 Discharge of Escrow
Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at
any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of
appointment by a successor escrow agent as provided in Section 5.5.


 


5.7 Liability. Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence or its own
willful misconduct.


 


5.8 Waiver. The
Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or
to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 






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6. Miscellaneous.


 


6.1 Governing Law. This
Agreement shall for all purposes be deemed to be made under and shall be construed 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.


 


6.2 Third Party Beneficiaries. Each
of the Initial Shareholders hereby acknowledges that Chardan is a third-party beneficiary of this Agreement and this Agreement may not
be modified or changed without the prior written consent of Chardan.


 


6.3 Entire Agreement. This
Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided
herein, may not be changed or modified except by an instrument in writing signed by the party to the change, Chardan and the Escrow Agent.


 


6.4 Headings. The
headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.


 


6.5 Binding Effect. This
Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors
and assigns.


 


6.6 Notices. Any
notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed,
certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed given
when so delivered personally or, if mailed, two days after the date of mailing, as follows:


 


	 	If to the Company, to:	Redwoods Acquisition Corp.
	 	 	
    1115 Broadway, 12th Floor

    New York, NY 10010

    Attn: Jiande Chen, Chief Executive Officer

	 	 	 
	 	If to an Initial Shareholder, to his, her or its address set forth in Exhibit A.


  


	 	and if to the Escrow Agent, to:	American Stock Transfer & Trust Company, LLC
	 	 	6201 15th Avenue
	 	 	Brooklyn, NY 11219
	 	 	Attn: Reorg Department
	 	 	 
	 	A copy (which copy shall not constitute notice) sent hereunder shall be sent to:


  


	 	 	Chardan Capital Markets LLC
	 	 	17 State Street, Suite 2130
	 	 	New York, NY 10004
	 	 	Attn: Jack Liu
	 	 	Facsimile: (646) 465-9039


   


	 	and:	
    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas

    New York, New York 10105

    Attn: Stuart Neuhauser, Esq.

    Facsimile:



 


	 	and:	
    Loeb & Loeb LLP

    345 Park Avenue

    New York, New York 10154

    Attn: Giovanni Caruso, Esq.

    Facsimile: (212) 407-4990



  


The parties may change the
persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner
provided herein for giving notice.


 


6.7 Liquidation of the
Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the
event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.


 


[Signature Page Follows]


 




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WITNESS the execution of this Agreement as of the
date first above written.


 


 


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


 


	 	INITIAL SHAREHOLDERS:
	 	 
	 	Redwoods Capital LLC
	 	By:	 
	 	 	Name: 	Min Gan 
	 	 	Title:	Authorized Representative 


 


	 	         
	 	Jiande Chen
	 	 
	 	           
	 	Edward Cong Wang
	 	 
	 	            
	 	Raymond J. Gibbs
	 	 
	 	             
	 	Wei Kwang Ng
	 	 
	 	             
	 	Hong Li


 


	 	
    ESCROW AGENT:

     

    AMERICAN STOCK TRANSFER & TRUST 

COMPANY, LLC

	 	 
	 	By:	 
	 	 	Name: 	Michael A. Nespoli
	 	 	Title:	Executive Director


  


Signature Page to Stock Escrow Agreement


 




     


     


    

 


EXHIBIT A


 


Initial Shareholders


 


	Name and Address of Initial1 Shareholder	 	Number of Shares	 	 	Date of Insider Letter	 
	Redwoods Capital LLC	 	 	2,700,000	 	 	 	[●], 2022	 
	Jiande Chen	 	 	45,000	 	 	 	[●], 2022	 
	Edward Cong Wang	 	 	35,000	 	 	 	[●], 2022	 
	Raymond J. Gibbs	 	 	35,000	 	 	 	[●], 2022	 
	Wei Kwang Ng	 	 	30,000	 	 	 	[●], 2022	 
	Hong Li	 	 	30,000	 	 	 	[●], 2022	 





 










 






	1	The address of each of the individuals is c/o, Redwoods Acquisition
Corp., 1115 Broadway, 12th Floor, New York, NY 10010.