REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and 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 “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 19th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks • New York
KENSINGTON CAPITAL ACQUISITION CORP. V Westbury, NY 11590 March 24, 2021Securities Subscription Agreement • July 19th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks • New York
This letter agreement (this “Agreement”) is entered into as of March 24, 2021 between Kensington Capital Sponsor V LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company,” “we” or “us”) and confirms the Company’s acceptance of the offer the Subscriber has made to purchase 7,475,000 shares of Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 975,000 of which are subject to surrender and cancellation if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • July 19th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. V and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • July 19th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 19th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks • New York
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 [●], 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”).
Kensington Capital Acquisition Corp. V Suite 301 Westbury NY 11590Underwriting Agreement • July 19th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and UBS Securities LLC, as representative (the “Representative”) of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 29,900,000 of the Company’s units (including up to 3,900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a
KENSINGTON CAPITAL ACQUISITION CORP. VServices Agreement • July 19th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks • New York
KENSINGTON CAPITAL ACQUISITION CORP. V 26,000,000 Units Underwriting AgreementUnderwriting Agreement • July 19th, 2021 • Kensington Capital Acquisition Corp. V • Blank checks • New York
Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 26,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,900,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
