PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this Agreement), dated as of August 12, 2021, is entered into by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the Company), and Kensington Capital Sponsor V LLC, a Delaware limited liability company (the Purchaser).
WHEREAS, the Company intends to consummate an initial public offering of the Companys units (the Public Offering), each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a Share), and three-fourths of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, subject to adjustment, as set forth in the Companys Registration Statements on Form S-1, filed with the U.S. Securities and Exchange Commission (the SEC), File Nos. 333-257993 and 333-258779 (together, the Registration Statement), under the Securities Act of 1933, as amended (the Securities Act).
WHEREAS, the Purchaser has agreed to purchase, at a price of $0.75 per warrant, an aggregate of 10,400,000 redeemable warrants (and up to 960,000 additional redeemable warrants if the underwriters of the Public Offering exercise their over-allotment option in full) (the Private Placement Warrants), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.
WHEREAS, the Purchaser also has an option to purchase, at a price of $0.75 per warrant, up to an additional 6,400,000 Private Placement Warrants (and up to an additional 960,000 Private Placement Warrants depending on the extent to which the over-allotment option in connection with the Public Offering is exercised) (the Option Warrants) as described in Section 1.B.(iii) hereof.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.
A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.
B. Purchase and Sale of the Private Placement Warrants.
(i) On the date of the consummation of the Public Offering (the IPO Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 10,400,000 Private Placement Warrants at a price of $0.75 per warrant for an aggregate purchase price of $7,800,000 (the Purchase Price). The Purchaser