Exhibit 10.5(1)


 


_______, 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]




     


     


    

 


	 	Very
    truly yours,
	 	 	 
	 	PROPERTY
    SOLUTIONS ACQUISITION SPONSOR LLC
	 	 
	 	By:	 
	 		Name:
    
	 	 	Title:
    


 


	Accepted and Agreed:
	 	 	 
	PROPERTY SOLUTIONS ACQUISITION CORP.
	 	 	 
	By:	       	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	GRAUBARD MILLER
	(solely with respect to its obligations to hold
	and disburse monies for the Private Units)
	 	 	 
	By:	        	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Sponsor Subscription
Agreement]


 




     


     


    

 


Exhibit A


 


Citibank N.A.


153 East 53rd Street


New York, New York 10022


ABA No. 021000089


 


For further credit to


Graubard Miller


Attorney Trust Account - IOLA Funds


Account No. 6795235029