Exhibit
10.5


 


July
21, 2020


 


Gentlemen:


 


Property
Solutions Acquisition Corp. (“Corporation”), a blank check company formed for the purpose of acquiring one or more
businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of
1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The Corporation
currently anticipates selling units in the IPO, each comprised of one share of common stock, par value $0.0001 per share, of the
Corporation (“Common Stock”) and one-half of one warrant (“Warrant”), each whole Warrant to purchase one
share of Common Stock.


 


The
undersigned hereby commits to purchase an aggregate of 435,000 units of the Corporation (“Initial Units”) at $10.00
per Initial Unit for an aggregate purchase price of $4,350,000 (the “Initial Purchase Price”). Additionally, if the
underwriters in the IPO (“Underwriters”) exercise their over-allotment option in full or part, the undersigned further
commits to purchase up to an additional 48,785 Units (“Additional Units” and together with the Initial Units, the
“Private Units”) at $10.00 per Additional Unit, for an aggregate purchase price of up to $487,850 (the “Over-Allotment
Purchase Price” and together with the Initial Purchase Price, the “Purchase Price”). At least 24 hours prior
to the effective date (“Effective Date”) of the Corporation’s registration statement filed in connection with
the IPO (“Registration Statement”), the undersigned will cause the Purchase Price to be delivered to Graubard Miller,
counsel for the Corporation (“Counsel”), by wire transfer as set forth in the instructions attached as Exhibit A hereto
to hold in a non-interest bearing account until the Corporation consummates the IPO. The undersigned agrees that if the size of
the IPO is increased or decreased for any reason, the amount of the undersigned’s investment will be either increased or
decreased, as applicable, so that the undersigned’s percentage of the aggregate investment in Private Units made by the
undersigned and other investors of the Company remains the same. If the size of the offering is increased, the undersigned agrees
that it will deliver the purchase price for such additional Private Units to Counsel as set forth above or as promptly as is reasonably
practicable following the increase if it is on the Effective Date. If the size of the offering is decreased, the unused portion
of the Purchase Price shall be returned to the undersigned.


 


The
consummation of the purchase and issuance of the Initial Units and Additional Units (if any) shall occur simultaneously with the
consummation of the IPO and over-allotment option, respectively. Simultaneously with the consummation of the IPO, Counsel shall
deposit the Initial Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established
by the Corporation for the benefit of the Corporation’s public stockholders as described in the Registration Statement.
Simultaneously with the consummation of all or any part of the over-allotment option, Counsel shall deposit the pro-rata portion
of the Over-Allotment Purchase Price, based upon the amount of the over-allotment option that has been exercised, without interest
or deduction, into the Trust Fund. Upon expiration of the over-allotment option, Counsel shall return any unused portion of the
Over-Allotment Purchase Price to the undersigned. If the Corporation does not complete the IPO within thirty (30) days from the
Effective Date, the Purchase Price (without interest or deduction) will be returned to the undersigned.


 


Each
of the Corporation and the undersigned acknowledges and agrees that Counsel is serving hereunder solely as a convenience to the
parties to facilitate the purchase of the Private Units and Counsel’s sole obligation under this letter agreement is to
act with respect to holding and disbursing the Purchase Price for the Private Units as described above. Counsel shall not be liable
to the Corporation or the undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise
in connection with performing its services hereunder unless Counsel has acted in a manner constituting gross negligence or willful
misconduct. The Corporation shall indemnify Counsel against any claim made against it (including reasonable attorney’s fees)
by reason of it acting or failing to act in connection with this letter agreement except as a result of its gross negligence or
willful misconduct. Counsel may rely and shall be protected in acting or refraining from acting upon any written notice, instruction
or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party
or parties.


  




     


     


    

  


The
Private Units and underlying Private Warrants will be identical to the units and warrants to be sold by the Corporation in the
IPO, except that:


 


		●	the
                                         undersigned agrees to vote the shares of Common Stock included in the Private Units (“Private
                                         Shares”) in favor of any proposed Business Combination;



 


		●	the
                                         Private Warrants included in the Private Units (i) will not be redeemable by the Corporation
                                         and (ii) may be exercised for cash or on a cashless basis, as described in the Registration
                                         Statement, in each case so long as they are held by the undersigned or any of its permitted
                                         transferees;



 


		●	the
                                         undersigned agrees not to seek conversion, or seek to sell such shares in any tender
                                         offer, in connection with any amendment to the Corporation’s charter documents
                                         or any proposed Business Combination with respect to the Private Shares;



 


		●	the
                                         Private Units and underlying securities will not be transferable by the undersigned until
                                         the consummation of a Business Combination (subject to certain exceptions as described
                                         in the Registration Statement and set forth in the warrant agreement governing the Private
                                         Warrants);



 


		●	the
                                         Private Units and underlying securities will be subject to customary registration rights,
                                         pursuant to a registration rights agreement on terms agreed upon by the Corporation and
                                         the Underwriters to be filed as an exhibit to the Registration Statement;



 


		●	the
                                         undersigned will not participate in any liquidation distribution with respect to the
                                         Private Units or the underlying securities (but will participate in liquidation distributions
                                         with respect to any units or shares of Common Stock purchased by the undersigned in the
                                         IPO or in the open market after the IPO) if the Corporation fails to consummate a Business
                                         Combination; and



 


		●	the
                                         Private Units and the underlying securities will include any additional terms or restrictions
                                         as is customary in other similarly structured blank check company offerings or as may
                                         be reasonably required by the Underwriters in order to consummate the IPO, which terms
                                         or restrictions will be described in the Registration Statement. 



 


The
undersigned acknowledges and agrees that it will execute agreements in form and substance typical for transactions of this nature
necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably acceptable
to the undersigned, including but not limited to (i) an insider letter, (ii) an escrow agreement and (iii) a registration rights
agreement.


 


The
undersigned hereby represents and warrants that, as applicable:


 


		(a)	it
                                         has been advised that the Private Units and the underlying securities have not been registered
                                         under the Securities Act;



 


		(b)	it
                                         is acquiring the Private Units and the underlying securities for its account for investment
                                         purposes only;



 


		(c)	it
                                         has no present intention of selling or otherwise disposing of the Private Units or the
                                         underlying securities in violation of the securities;



 


		(d)	it
                                         is an “accredited investor” as defined by Rule 501 of Regulation D promulgated
                                         under the Securities Act of 1933, as amended;



 


		(e)	it
                                         has had both the opportunity to ask questions and receive answers from the officers and
                                         directors of the Corporation and all persons acting on its behalf concerning the terms
                                         and conditions of the offer made hereunder;



 


		(f)	it
                                         is familiar with the proposed business, management, financial condition and affairs of
                                         the Corporation;



 


		(g)	it
                                         has full power, authority and legal capacity to execute and deliver this letter and any
                                         documents contemplated herein or needed to consummate the transactions contemplated in
                                         this letter; and



 


		(h)	this
                                         letter constitutes a legal, valid and binding obligation, and is enforceable against
                                         it.



 


[Signature
Page Follows] 




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	 	Very
    truly yours,
	 	 	 
	 	PROPERTY
    SOLUTIONS ACQUISITION SPONSOR LLC
	 	 	 
	 	By:	/s/ Jordan Vogel
	 	 	Name:
    Jordan Vogel
	 	 	Title:
    Manager


 


	Accepted
    and Agreed:	 
	 	 	 
	PROPERTY
    SOLUTIONS ACQUISITION CORP.	 
	 	 	 
	By:	/s/
Jordan Vogel	 
	 	Name:
    Jordan Vogel	 
	 	Title:
    Co-Chief Executive Officer	 
	 	 	 
	GRAUBARD
    MILLER	 
	(solely
    with respect to its obligations to hold
	and
    disburse monies for the Private Units)	 
	 	 	 
	By:	/s/
Jeffrey Gallant	 
	 	Name:
    Jeffrey Gallant	 
	 	Title:
    Partner	 


 


 


[Signature
Page to Sponsor Subscription Agreement]