EX-10.5





 Exhibit 10.5 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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 Company’s registration statement on Form S-1,
No. 333-[●] (the “Registration Statement”), and prospectus (the “Prospectus”) for the initial public offering of the Company’s 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 one-fifth 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, $260,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants
(as defined in the Underwriting Agreement) (or $299,000,000 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,
pursuant to the Underwriting Agreement, a portion of the Property equal to $9,100,000, or $10,465,000 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 Company’s sponsor will purchase 10,960,000 warrants (“Private Placement
Warrants”) from the Company for an aggregate purchase price of $8,220,000 (and additional amounts of Private Placement Warrants from the Company if the Underwriters exercise their over-allotment option, up to an aggregate of 12,000,000
Private Placement Warrants for an aggregate purchase price of $9,000,000 if the Underwriters’ over-allotment option is exercised in full); and 

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property. 












 NOW THEREFORE, IT IS AGREED: 

1.    Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: 

(a)    Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account
established by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is
reasonably satisfactory to the Company; 
 (b)    Manage, supervise and administer the Trust Account subject to the
terms and conditions set forth herein; 
 (c)    In a timely manner, upon the written instruction of the Company, invest
and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of
paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury
obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions
hereunder and the Trustee may earn bank credits or other consideration; 
 (d)    Collect and receive, when due, all
principal, interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein; 

(e)    Promptly notify the Company and the Underwriters of all communications received by the Trustee with respect to any
Property requiring action by the Company; 
 (f)    Supply any necessary information or documents as may be requested by
the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account; 

(g)    Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property
if, as and when instructed by the Company to do so; 
 (h)    Render to the Company monthly written statements of the
activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account; 

(i)    Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance
with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its
Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board of Directors of the Company (the 

  
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“Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, net of taxes payable (and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable),
only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (i) 24 months after the closing of the Offering and (ii) such later date as may be approved by the
Company’s shareholders in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be
liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, net of taxes payable
(less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Shareholders of record as of such date. It is acknowledged and agreed that there should be no reduction in the
principal price per share of the amount initially deposited in the Trust Account; 
 (j)    Upon written request from
the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the
amount of interest earned on the Property requested by the Company to cover any tax obligations owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to
the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust
Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution; so long as there is no reduction in the principal amount initially
deposited in the Trust Account; provided, however, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill for the Company (it
being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the
Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; 

(k)    Upon written request from the Company, which may be given from time to time in a form substantially similar to that
attached hereto as Exhibit D, the Trustee shall distribute to the remitting brokers on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public Shareholders in accordance with the
Company’s Amended and Restated Memorandum and Articles of Association; and 
 (l)    Not make any withdrawals or
distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above. 

  
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 2.    Agreements and Covenants of the Company. The Company hereby
agrees and covenants to: 
 (a)    Give all instructions to the Trustee hereunder in writing, signed by the
Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), (j) and (k) hereof, the Trustee shall be entitled to
rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided
that the Company shall promptly confirm such instructions in writing; 
 (b)    Subject to
Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any
action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the
services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of
notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company
with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel; 
 (c)    Pay the Trustee the fees set forth
on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until the consummation of the Business Combination (as defined below). The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the
Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b)
hereof; 
 (d)    In connection with any vote of the Company’s shareholders regarding a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the
inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination; 

(e)    In connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not
give the Trustee disbursement instructions which would be prohibited under this Agreement; 

  
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 (f)    Provide the Underwriters with copies of any Termination Letter(s)
and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; 

(g)    Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from
instructing the Trustee to make any distributions that are not permitted under this Agreement; 
 (h)    Expressly
provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in a form substantially similar to that attached hereto as Exhibit A that the Deferred Discount be paid directly to the
account or accounts directed by the Representative on behalf of the Underwriters; 
 (i)    Within five business days
after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing (with copies to the Underwriters) of the total amount of the Deferred
Discount; 
 (j)    In the event the Company is entitled to receive a tax refund on its income tax obligation, and
promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with copies to the Underwriters) of the amount of such income tax refund; and 

(k)    If the Company seeks to amend any provisions of its Amended and Restated Memorandum and Articles of Association to
modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it has not completed its initial business
combination within 24 months from the closing of this offering or with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, (in each case, an
“Amendment”), the Company will provide the Trustee with a letter in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption right in connection
with such Amendment. 
 3.    Limitations of Liability. The Trustee shall have no responsibility or liability to:

 (a)    Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or
document other than this Agreement and that which is expressly set forth herein; 
 (b)    Take any action with respect
to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; 

(c)    Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or
defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds
sufficient to pay any expenses incident thereto; 

  
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 (d)    Change the investment of any Property, other than in compliance
with Section 1 hereof; 
 (e)    Refund any depreciation in principal of any Property; 

(f)    Assume that the authority of any person designated by the Company to give instructions hereunder shall not be
continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; 

(g)    The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to
be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee 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 Trustee, which counsel may be the Company’s counsel), 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 the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper
person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; 

(h)    Verify the accuracy of the information contained in the Registration Statement; 

(i)    Provide any assurance that any Business Combination entered into by the Company or any other action taken by the
Company is as contemplated by the Registration Statement; 
 (j)    File information returns with respect to the Trust
Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; 

(k)    Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income
generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to
Section 1(j) hereof; or 
 (l)    Verify calculations, qualify or otherwise approve the
Company’s written requests for distributions pursuant to Sections 1(i), (j) and (k) hereof. 

4.    Trust Account Waiver. The Trustee has no right of set-off or any
right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or


  
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in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or
(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account. 

5.    Termination. This Agreement shall terminate as follows: 

(a)    If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall
use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the
Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements
relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee,
the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever; or 
 (b)    At such time that the Trustee has completed the liquidation of the Trust Account and
its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to
Section 2(b). 
 6.    Miscellaneous. 

(a)    The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below
with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party
immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied
to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross
negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds. 

(b)    This Agreement shall be governed by and construed and enforced 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. This Agreement may be executed in several original or facsimile counterparts, each one of which shall
constitute an original, and together shall constitute but one instrument. 
 (c)    This Agreement contains the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof. This Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of
the parties hereto. 

  
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 (d)    This Agreement or any provision hereof may only be changed,
amended or modified pursuant to Section 6(c) hereof with the Consent of the Shareholders, it being the specific intention of the parties hereto that each of the Company’s shareholders is, and shall be, a third party
beneficiary of this Section 6(d) with the same right and power to enforce this Section 6(d) as the other parties hereto. For purposes of this Section 6(d), the
“Consent of the Shareholders” means receipt by the Trustee of a certificate from a director of the Company certifying that either (i) the Company’s shareholders of record as of a record date established in
accordance with the Amended and Restated Memorandum and Articles of Association, , who hold sixty-five percent (65%) or more of all then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company voting
together as a single class, have voted in favor of such change, amendment or modification, or (ii) the Company’s shareholders of record as of the record date who hold sixty-five percent (65%) or more of all then outstanding Ordinary Share
and Class B ordinary shares, par value $0.0001 per share, of the Company voting together as a single class, have delivered to such entity a signed writing approving such change, amendment or modification. No such amendment will affect any
Public Shareholder who has otherwise indicated his election to redeem his Ordinary Shares in connection with a shareholder vote sought to amend this Agreement or an Amendment. Except for any liability arising out of the Trustee’s gross
negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment in reliance
thereon. 
 (e)    The parties hereto consent to the jurisdiction and venue of any state or federal court located in the
City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY. 

(f)    Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement
shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail: 

if to the Trustee, to: 

Continental Stock Transfer & Trust Company 

1 State Street, 30th Floor 
 New
York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez 

E-mail: fwolf@continentalstock.com 

             cgonzalez@continentalstock.com 

  
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 if to the Company, to: 

Kensington Capital Acquisition Corp. V 

1400 Old Country Road 
 Suite 301

 Westbury, New York, 11590 

Attn: Daniel Huber 
 E-mail: dan@kensington-cap.com 
 in each case, with copies to:

 Hughes Hubbard & Reed LLP 

One Battery Park Plaza 
 New York,
New York 10004 
 Attn:    Charles A. Samuelson, Esq. 

            Gary J. Simon, Esq. 

E-Mail: chuck.samuelson@hugheshubbard.com 

            gary.simon@hugheshubbard.com 

and 
 UBS Securities LLC 

1285 Avenue of the Americas, 13th floor 

New York, NY 10019 
 Attn.:
[●] 
 E-mail: [●] 

and 
 Skadden, Arps, Slate,
Meagher & Flom LLP 
 One Manhattan West 

New York, New York 10001 

Attn:    David J. Goldschmidt, Esq. 

            Gregg A. Noel, Esq 

E-mail: david.goldschmidt@skadden.com 

            gregg.noel@skadden.com 

(g)    No party to this Agreement may assign its rights or delegate its obligations hereunder without the prior consent of
the other person or entity. 
 (h)    Each of the Company and the Trustee hereby represents that it has the full right
and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account,
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. 

  
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 (i)    This Agreement is the joint product of the Trustee and the
Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto. 

(j)    This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof. 

(k)    Each of the Company and the Trustee hereby acknowledges and agrees that UBS Securities LLC, Robert W.
Baird & Co. and Drexel Hamilton, LLC, as Underwriters, are third party beneficiaries of this Agreement. 
 [Signature Page
Follows] 

  
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 IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above. 
  

			
	 CONTINENTAL STOCK TRANSFER &

TRUST COMPANY, as Trustee

		
	By:	 	  

		 	Name: Francis Wolf
		 	Title: Vice President
	
	KENSINGTON CAPITAL ACQUISITION CORP. V
		
	By:	 	  

		 	Name: Daniel Huber
		 	Title: Chief Financial Officer



  
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 SCHEDULE A 
  

							
	 Fee Item
	  	 Time and method of payment
	  	Amount	 
			
	Initial acceptance fee	  	Initial closing of the Offering by wire transfer	  	$	3,500.00	 
			
	Annual fee	  	First year, initial closing of Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check	  	$	10,000.00	 
			
	Transaction processing fee for disbursements to Company under Sections 1(i), (j) and (k)	  	Billed company following disbursement made to Company under Section 1(i), (j) and (k)	  	$	250.00	 
			
	Paying Agent services as required pursuant to Section 1(i) and Section 1(k)	  	Billed to Company upon delivery of service pursuant to Section 1(i) and Section 1(k)	  	 
	Prevailing
rates	 
 


  
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 EXHIBIT A 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

  

	 	Re:	 Trust Account - Termination Letter 



Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Kensington Capital Acquisition Corp. V (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this is to advise you that the Company
has entered into an agreement with (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you
at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination (or such shorter time as you may agree)(the “Consummation Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 
 In accordance with the terms of
the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date,
all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters
(with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.

 On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has
been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate by the
Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) joint written instruction signed by the Company and UBS Securities LLC, with respect
to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the
Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the
Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain 

  
 A-1 













 
in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses
related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. 
 In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as
possible. 
  

			
	 Very truly yours,

 
 KENSINGTON CAPITAL ACQUISITION CORP.
V

		
	By:	 	  

		 	Name:
		 	Title:


  

	cc:	 UBS Securities LLC 



	  	 Robert W. Baird & Co. Incorporated 



	  	 Drexel Hamilton, LLC 



  
 A-2 













 EXHIBIT B 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

  

	 	Re:	 Trust Account - Termination Letter 



Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Kensington Capital Acquisition Corp. V (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this is to advise you that the Company
has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as
described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 

In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on
                , 20     and to transfer the total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to
the Public Shareholders. The Company has selected [                ] as the effective date for the purpose of determining when the Public Shareholders will be entitled
to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and, in
your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the
Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent
otherwise provided in Section 1(i) of the Trust Agreement. 

  
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	 Very truly yours,
  

KENSINGTON CAPITAL ACQUISITION CORP. V

		
	By:	 	  

		 	Name:
		 	 Title:



  

	cc:	 UBS Securities LLC 



	  	 Robert W. Baird & Co. Incorporated 



	  	 Drexel Hamilton, LLC 



  
 B-2 













 EXHIBIT C 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

  

	 	Re:	 Trust Account - Tax Payment Instruction 



Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(j) of the Investment Management Trust Agreement between Kensington Capital Acquisition Corp. V
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [●], 2021 (“Trust Agreement”), the Company hereby requests that you deliver to
the Company $                         of the interest income earned on the Property as of the date hereof. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 
 The Company needs such funds to pay for the
tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
letter to the Company’s operating account at: 
 [WIRE INSTRUCTION INFORMATION] 

 

			
	 Very truly yours,

 
 KENSINGTON CAPITAL ACQUISITION CORP.
V

		
	By:	 	  

		 	Name:
		 	 Title:



  

	cc:	 UBS Securities LLC 



	  	 Robert W. Baird & Co. Incorporated 



	  	 Drexel Hamilton, LLC 



  
 C-1 













 EXHIBIT D 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

  

	 	Re:	 Trust Account - Shareholder Redemption Withdrawal Instruction 



Dear Mr. Wolf and Ms. Gonzalez: 

Reference is made to the Investment Management Trust Agreement between Kensington Capital Acquisition Corp. V (the “Company”) and
Continental Stock Transfer & Trust Company, dated as of [●], 2021 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. 

Pursuant to Section 1(k) of the Trust Agreement, this is to advise you that the Company has adopted an Amendment. Accordingly, in
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[●] of the proceeds of the Trust Account to the trust operating account at J.P. Morgan Chase
Bank, N.A. for distribution to the shareholders that have requested conversion of their shares in connection with such Amendment. 
  

			
	 Very truly yours,
  

KENSINGTON CAPITAL ACQUISITION CORP. V

		
	By:	 	  

		 	Name:
		 	Title:


  

	cc:	 UBS Securities LLC 



	  	 Robert W. Baird & Co. Incorporated 



	  	 Drexel Hamilton, LLC 



  
 D-1