Exhibit 10.9


 


INVESTMENT AGREEMENT


 


THIS INVESTMENT AGREEMENT (this
“Agreement”), dated as of [___], 2021, is by and among (i) Christopher A. Keber (“Keber”), (ii)
John R. Chandler (“Chandler”, and together with Keber, the “Transferors”), (iii) Shelter Sponsor
LLC (“Sponsor”), and (iv) [___] (“Investor”). Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement of Sponsor, dated March
12, 2021 (as amended, restated, supplemented, waived and otherwise modified from time to time in accordance with its terms, the “LLC
Agreement”).


 


WHEREAS, in connection with
the initial public offering (the “IPO”) of units of Shelter Acquisition Corporation I, a Delaware corporation (“SPAC”),
Investor has expressed an interest in acquiring up to [              ]
units (the “IPO Indication”).


 


NOW THEREFORE, the parties hereto
hereby agree as follows:


 


Section 1. Transfer and Assignment
by Transferors.


 


(a) In connection with the
IPO Indication, and subject to the satisfaction of the conditions set forth in Section 1(c), the Transferors each hereby agree
to transfer, convey, and assign all right, title and interest in [              ]
Class B-1 Units of Sponsor (for a total of [               ] Class
B-1 Units of Sponsor) to the Investor (such transferred Class B-1 Units of Sponsor, the “Transferred Units”), and the
Investor hereby agrees to accept the Transferred Units and assume all of the rights and obligations under the LLC Agreement with respect
to the Transferred Units (the “Transfer”). Concurrently with the Transfer, in consideration for the transfer of the
Transferred Units, the Investor shall pay $[       ] to each
of the Transferors (for a total transfer price of $[              ])
in immediately available funds (the “Transfer Price”).


 


(b) As a result of the Transfer
contemplated by this Section 1, Investor shall succeed to all of the rights and be subject to all of the obligations of the Transferors
with respect to the Transferred Units, and Investor agrees to be bound by all of the terms and conditions of the LLC Agreement as a Unitholder
and hereby, without limitation, makes the representations, warranties and acknowledgments to Sponsor set forth in Section 14.22 of the
LLC Agreement.


 


(c) Subject to (i) the fulfillment
by Investor of the IPO Indication (which shall include the acquisition of 100% of the units of the SPAC allocated to the Investor by the
underwriters in the IPO, up to [              ] units of the SPAC);
(ii) Investor’s payment of the Transfer Price as contemplated by Section 1(a) of this Agreement and (iii) the execution by
Investor of the Joinder to the LLC Agreement attached hereto as Exhibit A, the Transfer shall occur and be effective upon the closing
of the IPO, automatically and without any action of any other party hereto.


 






     


     


    

 


Section 2. Representations
and Warranties of the Transferors. The Transferors hereby, severally and not jointly, represent and warrant to the Investor, as follows:


 


(a) He has full power and
authority to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated
hereby.


 


(b) This Agreement has been
duly and validly executed and delivered by him and constitutes a legal, valid and binding obligation of him enforceable against him in
accordance with its terms.


 


(c) The execution and delivery
of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not
materially conflict with, or result in any material violation of or default under, any agreement or other instrument to which he is a
party or by which he, or any decree, order, statute, rule or regulation applicable to him.


 


Section 3. Representations
and Warranties of Investor. Investor hereby represents and warrants to the Transferors and Sponsor, as follows:


 


(a) Investor has full power
and authority to execute and deliver this Agreement and to perform its obligations hereunder.


 


(b) This Agreement has been
duly and validly executed and delivered by Investor and constitutes a legal, valid and binding obligation of Investor enforceable against
Investor in accordance with its terms.


 


(c) The execution and delivery
of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not
materially conflict with, or result in any material violation of or default under, any agreement or other instrument to which Investor
is a party or by which Investor, or any decree, order, statute, rule or regulation applicable to Investor.


 


(d) Investor is an “accredited
investor” as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended.


 


Section 4. Miscellaneous.


 


(a) Sponsor hereby consents
to the transfer and assignment of the Transferred Units as described in this Agreement and agrees that Investor shall be a Unitholder
pursuant to the LLC Agreement and that the Transfer shall occur and be effective as to Investor as provided in Section 1(c). Contemporaneous
with the occurrence of the Transfer, (i) the Transferors shall each deliver the Investor a properly completed and duly executed IRS Form
W-9, and (ii) the Investor shall deliver each of the Transferors a properly completed and duly executed IRS Form W-9.


 


(b) By signing this Agreement,
each of the Transferors are also consenting to the Transfer contemplated herein in their capacities as members of the Board of Sponsor,
and accordingly the Transfer contemplated herein is approved by the Board in accordance with Section 9.1(a) of the LLC Agreement.


 






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(c) This Agreement shall be
governed by the internal laws (and not the law of conflicts) of the State of Delaware.


 


(d) This Agreement may not
be amended without the written consent of all of the parties hereto.


 


(e) From time to time, at
the reasonable request of any of the other parties hereto, each party hereto shall execute and deliver such additional documents and instruments
and take such further lawful action as may be necessary to consummate and make effective, in the most expeditious manner practicable,
the transactions contemplated by this Agreement.


 


(f) Any term or provision
of this Agreement which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining rights of the person intended to be benefited by such provision or any other provisions
of this Agreement.


 


(g) This Agreement may be
executed in two or more counterparts, each of which shall constitute an original, and all of which taken together shall constitute one
and the same instrument. Any signature page delivered by a facsimile machine or electronic mail shall be binding to the same extent as
an original signature page.


 


* * * * *


 




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IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first written above.


 


	 	TRANSFERORS:
	 	 
	 	 
	 	John R. Chandler
	 	 
	 	 
	 	Christopher A. Keber
	 	 
	 	INVESTOR:
	 	 
	 	[____]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	SPONSOR:
	 	 
	 	SHELTER SPONSOR LLC
	 	 	 
	 	By:	 
	 	Name:  	Christopher A. Keber
	 	Title: 	Chief Executive Officer and Secretary
	 	 	 
	 	By:	 
	 	Name:  	John R. Chandler
	 	Title: 	Chairman and Chief Investment Officer


 




     


     


    

 


Exhibit A


 


Joinder to Company LLC Agreement


 


[Attached.]


 




     


     


    

 


AMENDED AND RESTATED


LIMITED LIABILITY COMPANY AGREEMENT


 


Joinder


 


[_____________], 2021


 


The undersigned, a holder
of Units, hereby agrees to become a party to the Amended and Restated Limited Liability Company Agreement of Shelter Sponsor LLC, a Delaware
limited liability company, dated as of March 12, 2021 (the “Agreement”), and agrees to be bound by the Agreement and
all terms and conditions thereof as a Unitholder and hereby, without limitation, makes the representations, warranties and acknowledgments
to the Company set forth in Section 14.22 of the Agreement.


 


	 	Unitholder:
	 	 
	 	 
	 	[NAME]
	 	 
	 	Address for Notices:
	 	 
	 	[______________]
	 	[______________]
	 	[______________]