EX-10.8





 Exhibit 10.8 

KENSINGTON CAPITAL ACQUISITION CORP. V 

1400 Old Country Road, Suite 301 

Westbury, New York 11590 

[●], 2020 
 DEHC LLC 

3355 Pierson Drive 
 Wilmington, Delaware 19810 

 

	 	Re:	 Services Agreement 



Ladies and Gentlemen: 
 This letter agreement by
and between Kensington Capital Acquisition Corp. V (the “Company”) and DEHC LLC (the “Provider”), dated as of the date of this letter agreement, will confirm our agreement that, commencing on the date the securities
of the Company are first listed on the New York Stock Exchange (the “Listing Date”), and continuing until the earliest of (a) the consummation by the Company of an initial business combination (the “Business
Combination”), (b) the Company’s liquidation and (c) the 18-month anniversary of the Listing Date (such earliest date hereinafter referred to as the “Termination Date”) (in
the case of clauses (a) and (b), as described in the pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”): 
 (i)    The Provider shall make available, or cause to be made available, to the Company, such
administrative and other services of Daniel Huber as may be reasonably requested by the Company. In exchange therefor, the Company shall pay to the Provider the sum of $20,000 per month on the Listing Date and continuing monthly thereafter until the
Termination Date; provided, that such payments shall not exceed $360,000 in the aggregate; and provided further, that, upon the consummation of the Business Combination, any portion of such $360,000 that has not yet been paid will accelerate and
become due. 
 (ii)    The Provider hereby irrevocably waives any and all right, title, interest, causes of action and
claims of any kind as a result of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the
public shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the
future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the
Trust Account or any monies or other assets in the Trust Account for any reason whatsoever. 
 This letter agreement constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the
subject matter hereof or the transactions contemplated hereby. 












 This letter agreement may not be amended, modified or waived as to any particular provision,
except by a written instrument executed by the parties hereto. 
 No party hereto may assign either this letter agreement or any of its
rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or
title to the purported assignee. 
 Any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be
governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York that apply to contracts made and performed entirely within such State. 

[Signature Page Follows] 

  
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	Very truly yours,
	
	KENSINGTON CAPITAL ACQUISITION CORP. V
		
	By:	 	  

		 	Name: Justin Mirro
		 	Title: Chairman and Chief Executive Officer


  

			
	Agreed:
	
	DEHC LLC
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Services Agreement] 

  
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