Exhibit 10.9

    

    

      Cue Health Inc.

       

      2021 EMPLOYEE STOCK PURCHASE PLAN

       

      The purpose of this 2021 Employee Stock Purchase Plan (this “Plan”) is to provide eligible employees of Cue Health Inc. (the “Company”) and certain of its subsidiaries with
        opportunities to purchase shares of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), commencing at such time and on such dates as the Board of Directors of the Company (the “Board”) shall determine.  Subject to
        adjustment under Section 15 hereof, the number of shares of Common Stock that have been approved for this purpose is the sum of:

       

      (a)          2,834,754 shares of Common Stock; plus

       

      (b)          an annual increase to be added on the first day of each fiscal
          year, commencing on January 1, 2022 and continuing for each fiscal year until, and including, January 1, 2032, equal to the least of (i) 8,504,263 shares of Common Stock, (ii) 1% of the outstanding shares on such date and (iii) a number of shares
          of Common Stock determined by the Board.

       

      This Plan is intended to qualify as an “employee stock purchase plan” as defined in Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued
        thereunder, and shall be interpreted consistent therewith.

       

      1.          Administration.  The Plan will be administered by the Board or by a
          committee appointed by the Board (the “Committee”).  The Board or the Committee has authority to make rules and regulations for the administration of the Plan and its interpretation and decisions with regard thereto shall be final and conclusive.

       

      2.          Eligibility.  All employees of the Company and all employees of any
          subsidiary of the Company (as defined in Section 424(f) of the Code) designated by the Board or the Committee from time to time (a “Designated Subsidiary”), are eligible to participate in any one or more of the offerings of Options (as defined in
          Section 9) to purchase Common Stock under the Plan provided that:

       

      (a)          they are customarily employed by the Company or a Designated
          Subsidiary for more than 20 hours a week and for more than five months in a calendar year;

       

      (b)          they have been employed by the Company or a Designated
          Subsidiary for at least three months prior to enrolling in the Plan; and

       

      (c)          they are employees of the Company or a Designated Subsidiary on
          the first day of the applicable Plan Period (as defined below).

       

      No employee may be granted an Option hereunder if such employee, immediately after the Option is granted, owns 5% or more of the total combined voting power or value of the
        stock of the Company or any subsidiary.  For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of an employee, and all stock that the employee has a contractual
        right to purchase shall be treated as stock owned by the employee.

      
        
          


      

      
      The Company retains the discretion to determine which eligible employees may participate in an offering pursuant to and consistent with Treasury Regulation Sections
        1.423-2(e) and (f).

       

      3.          Offerings.  The Company will make one or more offerings (“Offerings”) to
          employees to purchase stock under this Plan.  Offerings will begin at such time and on such dates as the Board shall determine, or the first business day thereafter (such dates, the “Offering Commencement Dates”).  Each Offering Commencement Date
          will begin a six-month period (a “Plan Period”) during which payroll deductions will be made and held for the purchase of Common Stock at the end of the Plan Period.  However, the Board or the Committee may, at its discretion, choose a different
          Plan Period of not more than twelve (12) months for Offerings.

       

      4.          Participation.  An employee eligible on the Offering Commencement Date of
          any Offering may participate in such Offering by completing and forwarding either a written or electronic payroll deduction authorization form to the employee’s appropriate payroll office at least 15 days (or such other number of days as is
          determined by the Company) prior to the applicable Offering Commencement Date.  The form will authorize a regular payroll deduction from the Compensation received by the employee during the Plan Period.  Unless an employee files a new form or
          withdraws from the Plan, his or her deductions and purchases will continue at the same rate for future Offerings under the Plan as long as the Plan remains in effect.  The term “Compensation” means the amount of money reportable on the employee’s
          Federal Income Tax Withholding Statement (or analogous non-U.S. statement), excluding overtime, shift premium, incentive or bonus awards, allowances and reimbursements for expenses such as relocation allowances for travel expenses, income or
          gains associated with the grant or vesting of restricted stock, income or gains on the exercise of Company stock options or stock appreciation rights, and similar items, whether or not shown or separately identified on the employee’s Federal
          Income Tax Withholding Statement (or analogous non-U.S. statement), but including, in the case of salespersons, sales commissions to the extent determined by the Board or the Committee.

       

      5.          Deductions.  The Company will maintain payroll deduction accounts for all
          participating employees.  With respect to any Offering made under this Plan, an employee may authorize a payroll deduction in any percentage amount (in whole percentages) up to a maximum of 15% of the Compensation he or she receives during the
          Plan Period or such shorter period during which deductions from payroll are made.  The Board or the Committee may, at its discretion, designate a lower maximum contribution rate. The minimum payroll deduction is such percentage of Compensation as
          may be established from time to time by the Board or the Committee.

       

      6.          Deduction Changes.  An employee may decrease or discontinue his or her
          payroll deduction once during any Plan Period, by filing either a written or electronic new payroll deduction authorization form, as determined by the Company.  However, an employee may not increase his or her payroll deduction during a Plan
          Period.  If an employee elects to discontinue his or her payroll deductions during a Plan Period, but does not elect to withdraw his or her funds pursuant to Section 8 hereof, funds deducted prior to his or her election to discontinue will be
          applied to the purchase of Common Stock on the Exercise Date (as defined below).

      
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      7.          Interest.  Interest will not be paid on any employee accounts, except to the
          extent that the Board or the Committee, in its sole discretion, elects to credit employee accounts with interest at such rate as it may from time to time determine.

       

      8.          Withdrawal of Funds.  An employee may at any time prior to the close of
          business on the fifteenth business day prior to the end of a Plan Period (or such other number of days as is determined by the Company) and for any reason permanently draw out the balance accumulated in the employee’s account and thereby withdraw
          from participation in an Offering.  Partial withdrawals are not permitted.  The employee may not begin participation again during the remainder of the Plan Period during which the employee withdrew his or her balance.  The employee may
          participate in any subsequent Offering in accordance with terms and conditions established by the Board or the Committee.

       

      9.          Purchase of Shares.

       

      (a)          Number of Shares.          On the Offering Commencement Date for the
          applicable Plan Period, the Company will grant to each eligible employee who is then a participant in the Plan an option (an “Option”) to purchase on the last business day of such Plan Period (the “Exercise Date”) at the applicable purchase price
          (the “Option Price”) up to that whole number of shares of Common Stock determined by multiplying $2,083 by the number of full months in the Plan Period and dividing the result by the closing price (as determined below) on the Offering
          Commencement Date; provided, however, that no employee may be granted an Option which permits his or her rights to purchase Common Stock under this Plan and any other employee stock purchase plan (as defined in Section 423(b) of the Code) of the
          Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such Common Stock (determined at the date such Option is granted) for each calendar year in which the Option is outstanding at any time; and,
          provided, further, however, that the Committee may, in its discretion, set a fixed maximum number of shares of Common Stock that each eligible employee may purchase per Plan Period which number may not be greater than the number of shares of
          Common Stock determined by using the formula in the first clause of this Section 9(a) and which number shall be subject to the second clause of this Section 9(a).

       

      (b)          Option Price.          The Board or the Committee shall determine the
          Option Price for each Plan Period, including whether such Option Price shall be determined based on the lesser of the closing price of the Common Stock on (i) the first business day of the Plan Period or (ii) the Exercise Date, or shall be based
          solely on the closing price of the Common Stock on the Exercise Date; provided, however, that such Option Price shall be at least 85% of the applicable closing price.  In the absence of a determination by the Board or the Committee, the Option
          Price will be 85% of the lesser of the closing price of the Common Stock on (i) the first business day of the Plan Period or (ii) the Exercise Date.  The closing price shall be (a) the closing price (for the primary trading session) on any
          national securities exchange on which the Common Stock is listed or (b) the average of the closing bid and asked prices in the over-the-counter-market, whichever is applicable, as published in The Wall Street Journal or another source
          selected by the Board or the Committee.  If no sales of Common Stock were made on such a day, the price of the Common Stock shall be the reported price for the next preceding day on which sales were made.

      
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      (c)          Exercise of Option.          Each employee who continues to be a
          participant in the Plan on the Exercise Date shall be deemed to have exercised his or her Option at the Option Price on such date and shall be deemed to have purchased from the Company the number of whole shares of Common Stock reserved for the
          purpose of the Plan that his or her accumulated payroll deductions on such date will pay for, but not in excess of the maximum numbers determined in the manner set forth above.

       

      (d)          Return of Unused Payroll Deductions.  Any balance remaining in an
          employee’s payroll deduction account at the end of a Plan Period will be automatically refunded to the employee, except that any balance that is less than the purchase price of one share of Common Stock will be carried forward into the employee’s
          payroll deduction account for the following Offering, unless the employee elects not to participate in the following Offering under the Plan, in which case the balance in the employee’s account shall be refunded.

       

      10.          Issuance of Certificates.  Certificates representing shares of Common Stock
          purchased under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or (in the Company’s sole discretion) in the name of a brokerage
          firm, bank, or other nominee holder designated by the employee.  The Company may, in its sole discretion and in compliance with applicable laws, authorize the use of book entry registration of shares in lieu of issuing stock certificates.

       

      11.          Rights on Retirement, Death or Termination of Employment.  If a
          participating employee’s employment ends before the last business day of a Plan Period, no payroll deduction shall be taken from any pay then due and owing to the employee and the balance in the employee’s account shall be paid to the employee. 
          In the event of the employee’s death before the last business day of a Plan Period, the Company shall, upon notification of such death, pay the balance of the employee’s account (a) to the executor or administrator of the employee’s estate or
          (b) if no such executor or administrator has been appointed to the knowledge of the Company, to such other person(s) as the Company may, in its discretion, designate.  If, before the last business day of the Plan Period, the Designated Subsidiary
          by which an employee is employed ceases to be a subsidiary of the Company, or if the employee is transferred to a subsidiary of the Company that is not a Designated Subsidiary, the employee shall be deemed to have terminated employment for
          the purposes of this Plan.

       

      12.          Optionees Not Stockholders.  Neither the granting of an Option to an
          employee nor the deductions from his or her pay shall make such employee a stockholder of the shares of Common Stock covered by an Option under this Plan until he or she has purchased and received such shares.

       

      13.          Options Not Transferable.  Options under this Plan are not transferable by
          a participating employee other than by will or the laws of descent and distribution, and are exercisable during the employee’s lifetime only by the employee.

      
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      14.          Application of Funds.  All funds received or held by the Company under this
          Plan may be combined with other corporate funds and may be used for any corporate purpose.

       

      15.          Adjustment for Changes in Common Stock and Certain Other Events.

       

      (a)          Changes in Capitalization.  In the event of any stock split, reverse stock
          split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash
          dividend, (i) the number and class of securities available under this Plan, (ii) the share limitations set forth in Section 9, and (iii) the Option Price shall be equitably adjusted to the extent determined by the Board or the Committee.

       

      (b)          Reorganization Events.

       

      (1)          Definition.  A “Reorganization Event” shall mean:  (a) any merger or
          consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (b) any transfer or
          disposition of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company.

      

      

      (2)          Consequences of a Reorganization Event on Options.  In connection with a
          Reorganization Event, the Board or the Committee may take any one or more of the following actions as to outstanding Options on such terms as the Board or the Committee determines:  (i) provide that Options shall be assumed, or substantially
          equivalent Options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to employees, provide that all outstanding Options will be terminated immediately prior to the consummation of
          such Reorganization Event and that all such outstanding Options will become exercisable to the extent of accumulated payroll deductions as of a date specified by the Board or the Committee in such notice, which date shall not be less than ten
          (10) days preceding the effective date of the Reorganization Event, (iii) upon written notice to employees, provide that all outstanding Options will be cancelled as of a date prior to the effective date of the Reorganization Event and that all
          accumulated payroll deductions will be returned to participating employees on such date, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each
          share surrendered in the Reorganization Event (the “Acquisition Price”), change the last day of the Plan Period to be the date of the consummation of the Reorganization Event and make or provide for a cash payment to each employee equal to
          (A) (1) the Acquisition Price times (2) the number of shares of Common Stock that the employee’s accumulated payroll deductions as of immediately prior to the Reorganization Event could purchase at the Option Price, where the Acquisition Price is
          treated as the fair market value of the Common Stock on the last day of the applicable Plan Period for purposes of determining the Option Price under Section 9(b) hereof, and where the number of shares that could be purchased is subject to the
          limitations set forth in Section 9(a), minus (B) the result of multiplying such number of shares by such Option Price, (v) provide that, in connection with a liquidation or dissolution of the Company, Options shall convert into the right to
          receive liquidation proceeds (net of the Option Price thereof) and (vi) any combination of the foregoing.

      
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      For purposes of clause (i) above, an Option shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase, for
        each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common
        Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding
        shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the
        consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate
        thereof) that the Board determines to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the
        Reorganization Event.

       

      16.          Amendment of the Plan.  The Board may at any time, and from time to time,
          amend or suspend this Plan or any portion thereof, except that (a) if the approval of any such amendment by the shareholders of the Company is required by Section 423 of the Code, such amendment shall not be effected without such approval, and
          (b) in no event may any amendment be made that would cause the Plan to fail to comply with Section 423 of the Code.

       

      17.          Insufficient Shares.  If the total number of shares of Common Stock
          specified in elections to be purchased under any Offering plus the number of shares purchased under previous Offerings under this Plan exceeds the maximum number of shares issuable under this Plan, the Board or the Committee will allot the shares
          then available on a pro-rata basis.

       

      18.          Termination of the Plan.  This Plan may be terminated at any time by the
          Board.  Upon termination of this Plan all amounts in the accounts of participating employees shall be promptly refunded.

       

      19.          Governmental Regulations.  The Company’s obligation to sell and deliver
          Common Stock under this Plan is subject to listing on a national stock exchange (to the extent the Common Stock is then so listed or quoted) and the approval of all governmental authorities required in connection with the authorization, issuance
          or sale of such stock.

       

      20.          Governing Law.  The Plan shall be governed by Delaware law except to the
          extent that such law is preempted by federal law.

       

      21.          Issuance of Shares.  Shares may be issued upon exercise of an Option from
          authorized but unissued Common Stock, from shares held in the treasury of the Company, or from any other proper source.

       

      22.          Notification upon Sale of Shares.  Each employee agrees, by participating
          in the Plan, to promptly give the Company notice of any disposition of shares purchased under the Plan where such disposition occurs within two years after the date of grant of the Option pursuant to which such shares were purchased.

      
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      23.          Grants to Employees in Foreign Jurisdictions.  The Company may, to comply
          with the laws of a foreign jurisdiction, grant Options to employees of the Company or a Designated Subsidiary who are citizens or residents of such foreign jurisdiction (without regard to whether they are also citizens of the United States or
          resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) with terms that are less favorable (but not more favorable) than the terms of Options granted under the Plan to employees of the Company or a Designated Subsidiary who are
          resident in the United States.  Notwithstanding the preceding provisions of this Plan, employees of the Company or a Designated Subsidiary who are citizens or residents of a foreign jurisdiction (without regard to whether they are also citizens
          of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from eligibility under the Plan if (a) the grant of an Option under the Plan to a citizen or resident of the foreign jurisdiction
          is prohibited under the laws of such jurisdiction or (b) compliance with the laws of the foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code.  The Company may add one or more appendices to this Plan
          describing the operation of the Plan in those foreign jurisdictions in which employees are excluded from participation or granted less favorable Options.

       

      24.          Authorization of Sub-Plans.  The Board may from time to time establish one
          or more sub-plans under the Plan with respect to one or more Designated Subsidiaries, provided that such sub-plan complies with Section 423 of the Code.

       

      25.          Withholding.  If applicable tax laws impose a tax withholding obligation,
          each affected employee shall, no later than the date of the event creating the tax liability, make provision satisfactory to the Board for payment of any taxes required by law to be withheld in connection with any transaction related to Options
          granted to or shares acquired by such employee pursuant to the Plan.  The Company may, to the extent permitted by law, deduct any such taxes from any payment of any kind otherwise due to an employee.

       

      26.          Effective Date and Approval of Shareholders.  The Plan shall take effect as
          of immediately prior to the effectiveness of the Company’s registration statement with respect to its initial public offering, subject to approval by the shareholders of the Company as required by Section 423 of the Code, which approval must
          occur within twelve months of the adoption of the Plan by the Board.

       

      
        	
                 

              	Adopted by the Board of Directors on
	
                 

              	[______], 2021
	
                 

              	
                 

              
	
                 

              	Approved by the stockholders on

                
	
                 

              	[______], 2021


      

    

     

    

  

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