Exhibit 10.5


 


March 3, 2021


 


Property Solutions Acquisition Corp. II 


654 Madison Avenue, Suite 1009 


New York, New York 10065


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and among Property Solutions Acquisition Corp. II., a Delaware corporation (the “Company”),
and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters
(each, an “Underwriter” and collectively, the “Underwriters”), relating to
an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s
units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units,
the “Public Units”), each comprised of one of the Company’s Class A common stock, par value
$0.0001 per share (the “Class A Common Stock”) and one-third of one redeemable warrant (the “Public
Warrants”). Each Public Warrant entitles the holder thereof to purchase one share of Class A Common Stock at
a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement
on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and
Exchange Commission (the “Commission”) and the Company has applied to have the Units, the Public Shares
and the Public Warrants listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11
hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each of Property Solutions Acquisition Sponsor II, LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each
of the undersigned individuals, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


1              The
Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any shares of Common Stock (as defined below) owned
by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it,
him or her in connection with such stockholder approval. If the Company seeks to consummate a proposed Business Combination by
engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any shares of Common
Stock owned by it, him or her in connection therewith.


 


The Sponsor and each Insider agrees that
in the event the Company enters into an initial Business Combination with a target business that is affiliated with the Sponsor,
the founders of the Company, the directors or officers of the Company, or any of their affiliates, the Company, or a committee
of the independent directors of the Company, shall obtain an opinion from an independent investment banking firm or another independent
entity that commonly renders valuation opinions that such Business Combination is fair to the Company from a financial point of
view.


 






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2.             The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24
months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance
with the Company’s second amended and restated certificate of incorporation (as it may be amended from time to time, the
 “Charter”), the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem 100% of the Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its taxes (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding Public Shares, which redemption will completely extinguish all Public Stockholders’ (as
defined below) rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders
and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under
Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to
not propose any amendment to the Charter to modify the substance or timing of the Company’s obligation to provide redemption
rights as described in the Prospectus or with respect to any other material provisions relating to stockholders’ rights or
pre-initial business combination activity, unless the Company provides its Public Stockholders with the opportunity to redeem their
Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
deposit 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, divided by the number of then outstanding Public Shares.


 


The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares (as defined below), the Private
Shares (as defined below) or the Working Capital Shares (as defined below) held by it, him or her. The Sponsor and each Insider
hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights it, he
or she may have in connection with (A) the consummation of a Business Combination, including, without limitation, any such
rights available in the context of a stockholder vote to approve such Business Combination, or (B) a stockholder vote to approve
an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares
if the Company has not consummated a Business Combination within the time period set forth in the Charter or with respect to any
other material provisions relating to stockholders’ rights or pre-initial business combination activity or in the context
of a tender offer made by the Company to purchase Public Shares (although the Sponsor the Insiders and their respective affiliates
shall be entitled to redemption and liquidation rights with respect to any Public Shares it or they hold if the Company fails to
consummate a Business Combination within the time period set forth in the Charter).


 






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3.            During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and
each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree
to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly,
or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the
Commission promulgated thereunder, with respect to, any Units, any shares of Common Stock (including, but not limited to, Founder
Shares, the Private Shares and the Working Capital Shares), any Warrants, or any securities convertible into, or exercisable or
exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any shares of Common Stock (including, but not
limited to, Units, Founder Shares, the Private Shares and the Working Capital Shares) or any securities convertible into, or exercisable,
or exchangeable for, shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery
of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in
clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any
release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending
release or waiver by press release through a major news service at least two business days before the effective date of the release
or waiver. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not
for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to
the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, nothing
in this Section 3 will prohibit (1) the issuance and sale of Private Units and the Working Capital Units, (2) the
registration with the SEC pursuant to an agreement to be entered into concurrently with the execution of this Agreement, the resale
of the Private Units, the Founder Shares and the Working Capital Units (or any shares of Class A Common Stock issuable upon
conversion thereof) and (3) issuance of securities in connection with a Business Combination.


 


4.             In
the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and
hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited
to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether
pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services
rendered or products sold to the Company or (ii) any prospective target business with which the Company has entered into a
written letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent
necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below
the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of
the date of the liquidation of the Trust Account, if less than $10.00 per Public Share is then held in the Trust Account due to
reductions in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or a Target
which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such
claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice
of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 


5.             To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,750,000 Public Units
within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at
no cost, a number of Founder Shares in the aggregate equal to 937,500 multiplied by a fraction, (i) the numerator of which
is 3,750,000 minus the number of Public Shares purchased by the Underwriters upon the exercise of their over-allotment option,
and (ii) the denominator of which is 3,750,000. The forfeiture will be adjusted to the extent that the over-allotment option
is not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of 20.0% of the Company’s
issued and outstanding shares of Class A Common Stock after the Public Offering (not including the Private Shares, the Working
Capital Shares or any of the 250,000 shares of Class A Common Stock purchased by the Representative in connection with the
Public Offering). The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased
pursuant to Rule 462(b) under the Securities Act, the Company will effect a share capitalization or a share surrender
or redemption or other appropriate mechanism, as applicable, with respect to our shares of Class B common stock immediately
prior to the consummation of the Public Offering in such amount as to maintain the ownership of the Sponsor (and its permitted
transferees)prior to the Public Offering, on an as-converted basis at 20.0% of its issued and outstanding Capital Shares upon the
consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the
references to 3,750,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed
to a number equal to 15% of the number of Public Shares issued in the Public Offering and (B) the reference to 937,500 in
the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor
would have to surrender to the Company in order for the initial shareholders to hold an aggregate of 20.0% of the Company’s
issued and outstanding shares of Class A Common Stock after the Public Offering (not including the Private Shares or the Working
Capital Shares).


 






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6.             The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
in the event of a breach by such Sponsor or an Insider of its, his or her respective obligations under paragraphs 1, 2, 3, 4, 5,
7(a), and 7(b), as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach
and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party
may have in law or in equity, in the event of such breach.


 


7.             (a) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any shares of Class A Common
Stock issuable upon conversion thereof), Private Shares or Working Capital Shares until the earlier of (A) one year after
the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if
the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150
days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation,
merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders
having the right to exchange their shares of Class A Common Stock for cash, securities or other property (the “Founder
Shares Lock-up Period”).


 


(b) The Sponsor and each
Insider agrees that it, he or she shall not Transfer any Private Units, Private Shares, Private Warrants (or any share of Class A
Common Stock issued or issuable upon the exercise of the Private Warrants), until 30 days after the completion of a Business Combination
(the “Private Warrants Lock-up Period” and, together with the Founder Shares Lock-up Period, the “Lock-up
Periods”).).


 


(c) Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Shares and Working Capital Shares
that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)),
are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s
officers or directors, to the Sponsor, any members or partners of the Sponsor or their affiliates, or any affiliates of the Sponsor;
(b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary
of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in
the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination
at prices no greater than the price at which the securities were originally purchased; (f) by virtue of the laws of the State
of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (g) to the Company
for no value for cancellation in connection with the consummation of a Business Combination; (h) in the event of the Company’s
liquidation prior to the consummation of a Business Combination; or (i) in the event of the Company’s liquidation, merger,
capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to
exchange their shares of Class A Common Stock for cash, securities or other property subsequent to the Company’s completion
of an initial Business Combination; provided, however, that in the case of clauses (a) through (f), these permitted
transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the
other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).


 






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8.             The
Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider represents and warrants that its, his or her respective biographical information furnished to the Company
(including any such information included in the Prospectus) is true and accurate in all respects and does not omit any material
information with respect to the Insider’s background. The Sponsor and each Insider represents that its, his or her respective
questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents and warrants
that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order
or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he
or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial
transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she
is not currently a defendant in any such criminal proceeding.


 


9.             Except
as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer, nor any director
of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash payments, monies
in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate,
the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is), other
than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial
Business Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; reimbursement
for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business
Combination, and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the
Sponsor or an affiliate of the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection
with an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination,
a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long
as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into Units
in a private placement at a price of $10.00 per Unit (the “Working Capital Units”) at the option of the
lender.


 


10.           The
Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and,
as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named
in the Prospectus as an officer and/or director of the Company.


 






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11.           As
used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Common
Stock” shall mean the Class A common stock and Class B common stock of the Company; (iii) “Founder
Shares” shall mean the 7,187,500 shares of Class B common stock issued and outstanding (up to 937,500 Shares
of which are subject to complete or partial forfeiture if the over-allotment option is not exercised by the Underwriters); (iv) “Initial
Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Units”
shall mean the up to 580,000 units (or up to 636,250 units if the over-allotment option is exercised in full), each of which consists
of one share of Class A common stock (the “Private Shares”) and one-third of one redeemable warrant
to purchase one share of Class A common stock (the “Private Warrants”), that the Sponsor has agreed
to purchase for an aggregate purchase price of $5,800,000 (or $6,362,500 if the over-allotment option is exercised in full), or
$10.00 per share of Private Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering;
(vi) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust
Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of
the Private Units shall be deposited; (viii) “Transfer” shall mean the (a) sale of, offer to
sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement
to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to
or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction
is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect
any transaction specified in clause (a) or (b); (ix) “Units” shall mean the Public Units and
the Private Units; and (x) “Warrants” shall mean the Pubic Warrants and the Private Warrants.


 


12.           The Company will maintain an insurance
policy or policies providing directors’ and officers’ liability insurance, and each Director shall be covered by such
policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s
directors or officers.


 


13.           This Letter Agreement constitutes the
entire agreement and understanding of the parties hereto in respect of the subject matter hereof 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 changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


14.           No party hereto may assign either this
Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties.
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. This Letter Agreement shall be binding on the Sponsor and each Insider and their
respective successors, heirs and assigns and permitted transferees.


 


15.           Nothing in this Letter Agreement shall
be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under
or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions,
stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 






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16.           This Letter Agreement may be executed
in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


17.           This Letter Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


18.           This Letter Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of New York. The parties hereto (i) all agree that
any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and
enforced in the courts of New York City or in the State of New York, and irrevocably submit to such jurisdiction and venue, which
jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such
courts represent an inconvenient forum.


 


19.          Any notice, consent or request to be
given in connection with any of the terms or provisions of this Letter 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 facsimile transmission.


 


20.           This Letter Agreement shall terminate
on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by March 5,
2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	Property Solutions Acquisition Sponsor II, LLC
	 	 
	 	By:	/s/ Jordan Vogel
	 	 	Name:	Jordan Vogel
	 	 	Title:	Manager
	 	 
	 	/s/ Eduardo Abush
	 	Eduardo Abush
	 	 
	 	/s/ David Amsterdam
	 	David Amsterdam
	 	 
	 	/s/ Avi Savar
	 	Avi Savar


 


	Acknowledged and Agreed:	 
	 	 
	Property Solutions Acquisition Corp. II	 
	 	 
	By:	/s/ Jordan Vogel	 
	 	Name:	Jordan Vogel	 
	 	Title:	Co-Chief Executive Officer	 


 


[Signature
Page to Letter Agreement]