INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this Agreement) is made effective as of August 12, 2021 by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the Company), and Continental Stock Transfer & Trust Company, a New York corporation (the Trustee).
WHEREAS, the Companys registration statements on Form S-1, Nos. 333-257993 and 333-258779 (together, the Registration Statement), and prospectus (the Prospectus) for the initial public offering of the Companys units (the Units), each of which consists of one Class A ordinary share of the Company, par value $0.0001 per share (Ordinary Share), and three-fourths of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the Offering), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and
WHEREAS, the Company has entered into an Underwriting Agreement (the Underwriting Agreement) with UBS Securities LLC, as representative (the Representative) of the several underwriters (collectively, the Underwriters) named therein; and
WHEREAS, as described in the Prospectus, $240,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $276,000,000 if the Underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the Trust Account) for the benefit of the Company and the holders of Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is 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); and
WHEREAS, as described in the Prospectus, up to $4,800,000 (or up to $5,520,000 if the Underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited into the Trust Account and included in the aggregate amount of Property hereunder in the event that Kensington Capital Sponsor V LLC or its designees or assignees purchase private placement warrants to extend the time the Company will have to consummate its business combination pursuant to the terms of the Companys Amended and Restated Memorandum and Articles of Association; and
WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $8,400,000, or $9,660,000 if the Underwriters over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and substantially concurrently with the consummation of the Business Combination (as defined below) (the Deferred Discount); and
WHEREAS, simultaneously with the Offering, the Companys sponsor will purchase 10,400,000 warrants (Private Placement Warrants) from the Company for an aggregate