Exhibit 10.2


 


SUBSCRIPTION AGREEMENT


 


VectoIQ Acquisition Corp. 


1354 Flagler Drive 


Mamaroneck, NY 10543


 


Ladies and Gentlemen:


 


In connection with
the proposed business combination (the “Transaction”) between VectoIQ Acquisition Corp., a Delaware corporation
(the “Company”), and Nikola Corporation, a Delaware corporation (“Nikola”), the undersigned
desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares
of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), set forth on the signature
page hereof for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share
Price for all Shares subscribed for by the undersigned being referred to herein as the “Purchase Price”), on
the terms and subject to the conditions contained herein. In connection with the Transaction, certain other “accredited investors”
(as defined in rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) have entered
into separate subscription agreements with the Company (the “Other Subscription Agreements”), pursuant to which such
investors have, together with the undersigned pursuant to this Subscription Agreement, agreed to purchase an aggregate of 52,500,000
shares of Common Stock at the Per Share Price (each such investor, including the undersigned, a “Subscriber”
and together, the “Subscribers”). In connection therewith, the undersigned and the Company agree as follows:


 


1.            Subscription.
Subject to the immediately succeeding paragraph, the undersigned hereby irrevocably subscribes for and agrees to purchase from
the Company such number of shares of Common Stock as is set forth on the signature page of this Subscription Agreement on
the terms and subject to the conditions provided for herein (the “Shares”). The undersigned understands and
agrees that the Company reserves the right to accept or reject the undersigned’s subscription for the Shares for any reason
or for no reason, in whole or in part, at any time prior to its acceptance by the Company, and the same shall be deemed to be accepted
by the Company only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the Company; the
Company may do so in counterpart form. In the event of rejection of the entire subscription by the Company or the termination of
this subscription in accordance with the terms hereof, the undersigned’s payment hereunder will be returned promptly to the
undersigned along with this Subscription Agreement, and this Subscription Agreement shall have no force or effect.


 






     


     


    

 


2.            Closing.
The closing of the sale of the Shares contemplated hereby (the “Subscription Closing”) is contingent upon the
substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing
shall occur on the date of, and immediately prior to, the consummation of the Transaction (the “Transaction Closing Date”).
Not less than five (5) business days prior to the scheduled Transaction Closing Date, the Company shall provide written notice
to the undersigned (the “Closing Notice”) (i) of such scheduled Transaction Closing Date, and (ii) that
the Company reasonably expects all conditions to the closing of the Transaction to be satisfied or waived. On the Transaction Closing
Date, the Company shall deliver to the undersigned (i) the Shares in book-entry form, or, if required by the undersigned,
certificated form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal
securities laws or as set forth herein), in the name of the undersigned (or its nominee in accordance with its delivery instructions)
or to a custodian designated by the undersigned, as applicable, and (ii) a copy of the records of the Company’s transfer
agent showing the undersigned (or such nominee or custodian) as the owner of the Shares on and as of the Transaction Closing Date.
Upon delivery of the Shares to the undersigned (or its nominee or custodian, if applicable), the undersigned shall deliver to the
Company the Purchase Price for the Shares by wire transfer of U.S. dollars in immediately available funds to the account specified
by the Company in the Closing Notice. If the Transaction Closing does not occur on the same day as the Subscription Closing, the
Company shall promptly (but not later than one (1) business day thereafter (or two (2) business days thereafter if the
Company reasonably believes the Transaction Closing will occur within two (2) business days after the Transaction Closing
Date identified in the Closing Notice)) return the Purchase Price to the undersigned by wire transfer of U.S. dollars in immediately
available funds to the account specified by the undersigned, and any book-entries and, if applicable, certificated shares, shall
be deemed cancelled (and, in the case of certificated shares, the undersigned shall promptly return such certificates to the Company
or, as directed by the Company, to the Company’s representative or agent). At the request of the Company, the Subscription
Closing, including the issuance of Shares to the undersigned, shall occur on the business day immediately preceding the Transaction
Closing Date, notwithstanding that the conditions set forth in Section 3(c) of this Subscription Agreement have
not yet been satisfied or waived, but with the expectation of such conditions being satisfied or waived on the Transaction Closing
Date. In the event such conditions are not so satisfied or waived or the Transaction Closing does not occur on the Transaction
Closing Date, the Company shall promptly (but not later than one (1) business day thereafter (or two (2) business days
thereafter if the Company reasonably believes the Transaction Closing will occur within two (2) business days after the Transaction
Closing Date identified in the Closing Notice) return the Purchase Price to the undersigned by wire transfer of U.S. dollars in
immediately available funds to the account specified by Subscriber, and any book-entries and, if applicable, certificated shares
shall be deemed cancelled (and, in the case of certificated shares, the undersigned shall promptly return such certificates to
the Company or, as directed by the Company, to the Company’s representative or agent). If this Subscription Agreement terminates
following the delivery by the undersigned of the Purchase Price for the Shares, the Company shall promptly (but not later than
one (1) business day thereafter) return the Purchase Price to the undersigned.


 


3.            Closing
Conditions.


 


a.            The
obligations of the Company to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription
Closing:


 


		i.	all representations and warranties of the undersigned contained in this Subscription Agreement
shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality
or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of
the Subscription Closing, and consummation of the Subscription Closing shall constitute a reaffirmation by the undersigned of each
of the representations, warranties and agreements of such party contained in this Subscription Agreement as of the Subscription
Closing, but in each case without giving effect to consummation of the Transaction; and



 






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		ii.	the undersigned shall have performed or complied in all material respects with all agreements and
covenants required by this Subscription Agreement.



 


b.            The
obligations of the undersigned to consummate the transactions contemplated hereunder are subject to the conditions that, at the
Subscription Closing:


 


		i.	all representations and warranties of the Company contained in this Subscription Agreement shall
be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or
Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the
Subscription Closing, and consummation of the Subscription Closing shall constitute a reaffirmation by the Company of each of the
representations, warranties and agreements of such party contained in this Subscription Agreement as of the Subscription Closing,
but in each case without giving effect to consummation of the Transaction;



 


		ii.	the Company shall have performed or complied in all material respects with all agreements and covenants
required by this Subscription Agreement; and



 


		iii.	the terms of the Transaction Agreement (as defined below) shall not have been amended in a manner
that is materially adverse to the undersigned as a shareholder of the Company, including, without limitation, any amendment or
waiver of any material representation or covenant of the Company relating to the financial position or outstanding indebtedness
of the Company.



 


c.            The
obligations of each of the Company and the undersigned to consummate the transactions contemplated hereunder are subject to the
conditions that, at the Subscription Closing:


 


		i.	no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment,
order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of
making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the
transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking
to impose any such restraint or prohibition; and



 


		ii.	all conditions precedent to the closing of the Transaction, including the approval of the Company’s
stockholders, shall have been satisfied or waived (other than those conditions which, by their nature, are to be satisfied at the
closing of the Transaction).



 






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4.            Further
Assurances. At the Subscription Closing, the parties hereto shall execute and deliver such additional documents and take such
additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as
contemplated by this Subscription Agreement.


 


5.            Company
Representations and Warranties. The Company represents and warrants to the undersigned that:


 


a.            The
Company has been duly incorporated, is validly existing and is in good standing under the laws of the State of Delaware, with corporate
power and authority to own, lease and operate its properties and conduct its business as presently conducted.


 


b.            The
Shares have been duly authorized and, when issued and delivered to the undersigned against full payment therefor in accordance
with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have
been issued in violation of or subject to any preemptive or similar rights created under the Company’s Amended and Restated
Certificate of Incorporation or under the laws of the State of Delaware.


 


c.            The
Shares are not, and following the Transaction Closing and the Subscription Closing will not be, subject to any Transfer Restriction.
The term “Transfer Restriction” means any condition to or restriction on the ability of the undersigned to pledge,
sell, assign or otherwise transfer the Shares under any organizational document, policy or agreement of, by or with the Company,
but excluding the restrictions on transfer described in paragraph 6(c) of this Subscription Agreement with respect to the
status of the Shares as “restricted securities” pending their registration for resale under the Securities Act of 1933,
as amended (the “Securities Act”) in accordance with the terms of this Subscription Agreement.


 


d.            This
Subscription Agreement has been duly authorized, executed and delivered by the Company and is enforceable in accordance with its
terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether
considered at law or equity.


 


e.            The
issuance and sale of the Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and
the consummation of the transactions herein will not conflict with or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property
or assets of the Company or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan
agreement, lease, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which
the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject, which would
have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations
of the Company (a “Material Adverse Effect”) or materially affect the validity of the Shares or the legal authority
of the Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation
of the provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or any judgment,
order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company
or any of its properties that would have a Material Adverse Effect or materially affect the validity of the Shares or the legal
authority of the Company to comply with this Subscription Agreement.


 






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f.            The
Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including The Nasdaq
Stock Market (“Nasdaq”)) or other person in connection with the execution, delivery and performance of this
Subscription Agreement (including, without limitation, the issuance of the Shares), other than (i) filings with the Securities
and Exchange Commission (the “Commission”), (ii) filings required by applicable state securities laws,
(iii) filings required by Nasdaq, including with respect to obtaining shareholder approval, (vi) filings required to
consummate the Transaction as provided under the definitive documents relating to the Transaction, and (vii) where the failure
of which to obtain would not be reasonably likely to have a Material Adverse Effect or have a material adverse effect on the Company’s
ability to consummate the transactions contemplated hereby, including the issuance and sale of the Shares.


 


g.            The
Company has not received any written communication from a governmental entity that alleges that the Company is not in compliance
with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not be reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect.


 


h.            The
issued and outstanding shares of Common Stock of the Company are registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on Nasdaq under the symbol
 “VTIQ” (it being understood that the trading symbol will be changed in connection with the Transaction Closing). Except
as disclosed in the Company’s filings with the Commission, there is no suit, action, proceeding or investigation pending
or, to the knowledge of the Company, threatened against the Company by Nasdaq or the Commission, respectively, to prohibit or terminate
the listing of the Company’s Common Stock on Nasdaq or to deregister the Common Stock under the Exchange Act. The Company
has taken no action that is designed to terminate the registration of the Common Stock under the Exchange Act.


 


i.            Assuming
the accuracy of the undersigned’s representations and warranties set forth in Section 6 of this Subscription
Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the
undersigned.


 






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j.            A
copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by
the Company with the Commission since its initial registration of the Common Stock under the Exchange Act (the “SEC Documents”)
is available to the undersigned via the Commission’s EDGAR system. None of the SEC Documents contained, when filed or, if
amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided, that with respect to the information about the
Company’s affiliates contained in the Schedule 14A and related proxy materials (or other SEC document) to be filed by the
Company the representation and warranty in this sentence is made to the Company’s knowledge. The Company has timely filed
each report, statement, schedule, prospectus, and registration statement that the Company was required to file with the Commission
since its initial registration of the Common Stock under the Exchange Act. There are no material outstanding or unresolved comments
in comment letters from the staff of the Division of Corporation Finance (the “Staff”) of the Commission with
respect to any of the SEC Documents.


 


k.            Except
for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending,
or, to the knowledge of the Company, threatened against the Company or (ii) judgment, decree, injunction, ruling or order
of any governmental entity or arbitrator outstanding against the Company.


 


l.            Other
than the Other Subscription Agreements, the Company has not entered into any side letter or similar agreement with any Subscriber
in connection with such Subscriber’s direct or indirect investment in the Company or with or any other investor, and such
Other Subscription Agreements have not been amended in any material respect following the date of this Subscription Agreement and
reflect the same Per Share Purchase Price and terms that are no more favorable to such Subscriber thereunder than the terms of
this Subscription Agreement. The Company has not agreed and will not agree to issue any warrants to any person in connection with
the Transaction.


 


6.            Subscriber
Representations and Warranties. The undersigned represents and warrants to the Company that:


 


a.            The
undersigned is (i) a “qualified institutional buyer” (as defined under the Securities Act) or (ii) an institutional
 “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying
the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and not for the
account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with,
any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A following
the signature page hereto). Accordingly, the undersigned understands that the offering of the Shares meets the exemptions
from filing under FINRA Rule 5123(b)(1)(C) or (J). The undersigned is not an entity formed for the specific purpose of
acquiring the Shares.


 


b.            The
undersigned (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor,
experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general
and with regard to all transactions and investment strategies involving a security or securities and (iii) has exercised independent
judgment in evaluating its participation in the purchase of the Shares. Accordingly, the undersigned understands that the offering
meets (x) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (y) the institutional customer exemption
under FINRA Rule 2111(b).


 






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c.            The
undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the
Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement
under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers
and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant
to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in
accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates
or book-entry positions representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares
will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and
agrees that the Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions,
the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in
the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior
to making any offer, resale, pledge or transfer of any of the Shares.


 


d.            The
undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further
acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company,
its officers or directors, or any other party to the Transaction or person or entity, expressly or by implication, other than those
representations, warranties, covenants and agreements included in this Subscription Agreement.


 


e.            Either
(i) the undersigned is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), or (ii) the undersigned’s acquisition and holding of the Shares will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue Code
of 1986, as amended, or any applicable similar law.


 


f.            The
undersigned acknowledges and agrees that the undersigned has received and has had an adequate opportunity to review, such financial
and other information as the undersigned deems necessary in order to make an investment decision with respect to the Shares and
made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the undersigned’s
investment in the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the
documents provided to the undersigned by the Company. The undersigned represents and agrees that the undersigned and the undersigned’s
professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information
as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision
with respect to the Shares. The undersigned further acknowledges that the information provided to the undersigned is preliminary
and subject to change, and that any changes to such information, including, without limitation, any changes based on updated information
or changes in terms of the Transaction, shall in no way affect the undersigned’s obligation to purchase the Shares hereunder.


 






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g.            The
undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company
or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned
and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were
the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants
that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being
offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities
laws.


 


h.            The
undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares.
The undersigned is able to fend for himself, herself or itself in the transactions completed herein, has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has the
ability to bear the economic risks of such investment in the Shares and can afford a complete loss of such investment. The undersigned
has sought such accounting, legal and tax advice as the undersigned has considered necessary to make an informed investment decision.


 


i.            Alone,
or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment
in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at
this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the
Company. The undersigned acknowledges specifically that a possibility of total loss exists.


 


j.            In
making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned
and the representations, warranties and covenants contained herein. Without limiting the generality of the foregoing, the undersigned
has not relied on any statements or other information provided by the Placement Agents (as defined below) concerning the Company
or the Shares or the offer and sale of the Shares.


 


k.            The
undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the
Shares or made any findings or determination as to the fairness of this investment.


 


l.            The
undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of
incorporation or formation.


 






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m.            The
execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned,
have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or
regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to
which the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate
any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers,
bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement
is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if
the undersigned is not an individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement
constitutes a legal, valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its
terms.


 


n.            Neither
the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any
representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely
on the truth, accuracy and completeness of the Company’s representations and warranties contained herein.


 


o.            The
undersigned is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered
by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order
issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited
by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515,
or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited
Investor”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required
by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial
institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by
the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT
Act”), the undersigned maintains policies and procedures reasonably designed to comply with applicable obligations under
the BSA/PATRIOT Act.  To the extent required, it maintains policies and procedures reasonably designed for the screening of
its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, it maintains policies and procedures
reasonably designed to ensure that the funds held by the undersigned and used to purchase the Shares were legally derived.


 


p.            No
disclosure or offering document has been prepared by Morgan Stanley & Co. LLC or Cowen and Company, LLC (collectively,
the “Placement Agents”) or any of their respective affiliates in connection with the offer and sale of the Shares.


 


q.            The
Placement Agents and their respective directors, officers, employees, representatives and controlling persons have made no independent
investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to
the undersigned by the Company.


 


r.            In
connection with the issue and purchase of the Shares, the Placement Agents have not acted as the undersigned’s financial
advisor or fiduciary.


 






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s.            If
the undersigned is a resident of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached
Schedule B.


 


7.            Registration
Rights.


 


a.            In
the event that the Shares are not registered in connection with the consummation of the Transaction, the Company agrees that, within
forty-five (45) calendar days after the consummation of the Transaction (the “Filing Deadline”), the Company
will file with the Commission (at the Company’s sole cost and expense) a registration statement (the “Registration
Statement”) registering such resale, and the Company shall use its commercially reasonable efforts to have the Registration
Statement declared effective as soon as practicable after the filing thereof, but no later than the 60th calendar day
(or 120th calendar day if the Commission notifies the Company that it will “review” the Registration Statement)
following the Filing Deadline (such date, the “Effectiveness Date”); provided, however, that the
Company’s obligations to include the Shares in the Registration Statement are contingent upon the undersigned furnishing
in writing to the Company such information regarding the undersigned, the securities of the Company held by the undersigned and
the intended method of disposition of the Shares as shall be reasonably requested by the Company to effect the registration of
the Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are
customary of a selling stockholder in similar situations. The Company will use its commercially reasonable efforts to maintain
the continuous effectiveness of the Registration Statement until the earliest of (i) the date on which the Shares may be resold
without volume or manner of sale limitations pursuant to Rule 144 promulgated under the Securities Act, (ii) the date
on which such Shares have actually been sold and (iii) the date which is two years after the Subscription Closing. For purposes
of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline or to effect such Registration
Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Registration
Statement set forth in this Section 7.


 






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b.            The
Company further agrees that, in the event that (i) the Registration Statement is not filed with the Commission on or prior
to the Filing Deadline, (ii) the Registration Statement has not been declared effective by the Commission by the Effectiveness
Date, (iii) after such Registration Statement is declared effective by the Commission, (A) such Registration Statement
ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration
Statement), to remain continuously effective as to all Shares for which it is required to be effective or (B) a Subscriber
is not permitted to utilize the Registration Statement to resell its Shares (in each case of (A) and (B), (x) other than
within the time period(s) permitted by this Agreement and (y) excluding by reason of a post-effective amendment required
in connection with the Company’s filing of an amendment thereto (a “Special Grace Period”), which Special
Grace Period shall not be treated as a Registration Default (as defined below)), or (iv) after the date six months following
the Transaction Closing Date, and only in the event the Registration Statement is not effective or available to sell all of the
Shares, the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange
Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable), as a result of which
the Subscribers who are not affiliates are unable to sell their Shares without restriction under Rule 144 (or any successor
thereto) (each such event referred to in clauses (i) through (iv), a “Registration Default” and, for purposes
of such clauses, the date on which such Registration Default occurs, a “Default Date”), then in addition to
any other rights such Subscriber may have hereunder or under applicable law, on each such Default Date and on each monthly anniversary
of each such Default Date (if the applicable Registration Default shall not have been cured by such date) until the applicable
Registration Default is cured, the Company shall pay to each Subscriber an amount in cash, as partial liquidated damages and not
as a penalty (“Liquidated Damages”), equal to 0.5% of the aggregate Purchase Price paid by the Subscriber pursuant
to this Subscription Agreement for any Shares held by the Subscriber on the Default Date; provided, however, that if such Subscriber
fails to provide the Company with any information requested by the Company that is required to be provided in such Registration
Statement with respect to such Subscriber as set forth herein, then, for purposes of this Section 7, the Filing Date or Effectiveness
Date, as applicable, for a Registration Statement with respect to such Subscriber shall be extended until two (2) Business
Days following the date of receipt by the Company of such required information from such Subscriber; and in no event shall the
Company be required hereunder to pay to such Subscriber pursuant to this Subscription Agreement an aggregate amount that exceeds
5.0% of the aggregate Purchase Price paid by such Subscriber for its Shares. The Liquidated Damages pursuant to the terms hereof
shall apply on a daily pro-rata basis for any portion of a month prior to the cure of a Registration Default, except in the case
of the first Default Date. The Company shall deliver the cash payment to such Subscriber with respect to any Liquidated Damages
by the fifth Business Day after the date payable. If the Company fails to pay said cash payment to such Subscriber in full by the
fifth Business Day after the date payable, the Company will pay interest thereon at a rate of 5.0% per annum (or such lesser maximum
amount that is permitted to be paid by applicable law, and calculated on the basis of a year consisting of 360 days) to such Subscriber,
accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full.
Notwithstanding the foregoing, nothing shall preclude any Subscriber from pursuing or obtaining any available remedies at law,
specific performance or other equitable relief with respect to this Section 7 in accordance with applicable law. The parties
agree that notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable to any Subscriber with respect
to any period during which all of such Subscriber’s Shares may be sold by such Subscriber without volume or manner of sale
restrictions under Rule 144 and the Company is in compliance with the current public information requirements under Rule 144(c)(1) (or
Rule 144(i)(2), if applicable).


 






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c.            Notwithstanding
anything to the contrary in this Subscription Agreement, the Company shall be entitled to delay or postpone the effectiveness of
the Registration Statement, and from time to time to require any Subscriber not to sell under the Registration Statement or to
suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending
or an event has occurred, which negotiation, consummation or event, the Company’s board of directors reasonably believes,
upon the advice of legal counsel, would require additional disclosure by the Company in the Registration Statement of material
information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration
Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal
counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance,
a “Suspension Event”); provided, however, that the Company may not delay or suspend the Registration Statement
on more than two occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days,
in each case during any twelve-month period. Upon receipt of any written notice from the Company of the happening of any Suspension
Event (which notice shall not contain material non-public information) during the period that the Registration Statement is effective
or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made (in the case of the prospectus) not misleading, each Subscriber agrees that (i) it
will immediately discontinue offers and sales of the Shares under the Registration Statement (excluding, for the avoidance of doubt,
sales conducted pursuant to Rule 144) until such Subscriber receives copies of a supplemental or amended prospectus (which
the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives
notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such
offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered
by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Subscriber will deliver to the
Company or, in such Subscriber’s sole discretion destroy, all copies of the prospectus covering the Shares in such Subscriber’s
possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall
not apply (i) to the extent such Subscriber is required to retain a copy of such prospectus (a) in order to comply with
applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing
document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.


 


d.            The
Company shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless each Subscriber
(to the extent a seller under the Registration Statement), the officers, directors and agents of each of them, and each person
who controls such Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that
arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration
Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement
thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation
by the Company of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder, in connection
with the performance of its obligations under this Section 7, except to the extent, but only to the extent, that such untrue
statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding such Subscriber furnished
in writing to the Company by such Subscriber expressly for use therein or such Subscriber has omitted a material fact from such
information or otherwise violated the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder;
provided, however, that the indemnification contained in this Section 7 shall not apply to amounts paid in settlement of any
Losses if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned
or delayed), nor shall the Company be liable for any Losses to the extent they arise out of or are based upon a violation which
occurs (A) in reliance upon and in conformity with written information furnished by a Subscriber, (B) in connection with
any failure of such person to deliver or cause to be delivered a prospectus made available by the Company in a timely manner, (C) as
a result of offers or sales effected by or on behalf of any person by means of a freewriting prospectus (as defined in Rule 405)
that was not authorized in writing by the Company, or (D) in connection with any offers or sales effected by or on behalf
of a Subscriber in violation of Section 7(c) hereof. The Company shall notify such Subscriber promptly of the institution,
threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 7 of
which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on
behalf of an indemnified party and shall survive the transfer of the Shares by such Subscriber.


 






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e.            Each
Subscriber shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees,
and each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are
based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included
in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements or
omissions are based upon information regarding such Subscriber furnished in writing to the Company by such Subscriber expressly
for use therein; provided, however, that the indemnification contained in this Section 7 shall not apply to amounts paid in
settlement of any Losses if such settlement is effected without the consent of such Subscriber (which consent shall not be unreasonably
withheld, conditioned or delayed). In no event shall the liability of any Subscriber be greater in amount than the dollar amount
of the net proceeds received by such Subscriber upon the sale of the Shares giving rise to such indemnification obligation. Each
Subscriber shall notify the Company promptly of the institution, threat or assertion of any proceeding arising from or in connection
with the transactions contemplated by this Section 7 of which such Subscriber is aware. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of
the Shares by such Subscriber.


 


8.            Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the
parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest
to occur of (a) such time as the Company notifies the undersigned in writing, or publicly discloses, that it does not intend
to consummate the Transaction, (b) following the execution of a definitive agreement among the Company and Nikola with respect
to the Transaction (a “Transaction Agreement”), such date and time as such Transaction Agreement is terminated
in accordance with its terms without the Transaction being consummated, (c) upon the mutual written agreement of each of the
parties hereto to terminate this Subscription Agreement, (d) if any of the conditions to the Subscription Closing set forth
in Section 3 of this Subscription Agreement are not satisfied or waived on or prior to the Subscription Closing and, as a
result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Subscription Closing, (e) if
the consummation of the Transaction shall not have occurred by the earlier of (x) the 10th business day after the anticipated
Transaction Closing Date specified in the Closing Notice, or (y) July 31, 2020 or (h) if following the execution
of the Transaction Agreement and prior to the consummation of the Transaction, the aggregate amount of valid and enforceable subscriptions
by the Subscribers (including any such amounts that have been actually funded) is less than $500.0 million; provided
that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each
party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach.
The Company shall promptly notify the undersigned of the termination of the Transaction Agreement after the termination of such
agreement.


 






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9.            Trust
Account Waiver. The undersigned acknowledges that the Company is a blank check company with the powers and privileges to effect
a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or
assets. The undersigned further acknowledges that, as described in the Company’s prospectus relating to its initial public
offering dated May 15, 2018 (the “Prospectus”) available at www.sec.gov, substantially all of the Company’s
assets consist of the cash proceeds of the Company’s initial public offering and private placements of its securities, and
substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit
of the Company, its public stockholders and the underwriters of the Company’s initial public offering. For and in consideration
of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the undersigned
hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in
or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account, in each case, as a result
of, or arising out of, this Subscription Agreement; provided that nothing in this Section 9 shall be deemed
to limit the undersigned’s right, title, interest or claim to the Trust Account by virtue of the undersigned’s record
or beneficial ownership of Common Stock of the Company acquired by any means other than pursuant to this Subscription Agreement.


 


10.            Miscellaneous.


 


a.            The
Company shall, no later than 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this
Subscription Agreement, issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively,
the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby, the Transaction
and any other material, nonpublic information that the Company has provided to the undersigned at any time prior to the filing
of the Disclosure Document. From and after the issuance of the Disclosure Document, the undersigned shall not be in possession
of any material, non-public information received from the Company or any of its officers, directors or employees. Notwithstanding
anything in this Subscription Agreement to the contrary, each party hereto acknowledges and agrees that without the prior written
consent of the other party hereto it will not publicly make reference to such other party or any of its affiliates (i) in
connection with the Transaction or this Subscription Agreement (provided that the undersigned may disclose its entry into this
Subscription Agreement and the Purchase Price) or (ii) in any promotional materials, media, or similar circumstances, except,
in each case, as required by law or regulation or at the request of the Staff of the Commission or regulatory agency or under the
regulations of Nasdaq, including, in the case of the Company (a) as required by the federal securities law in connection with
the Registration Statement, (b) the filing of this Subscription Agreement (or a form of this Subscription Agreement) with
the Commission and (c) the filing of the Registration Statement on Form S-4 and Schedule 14A and related materials to
be filed by the Company with respect to the Transaction.


 






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b.            Neither
this Subscription Agreement nor any rights that may accrue to the undersigned hereunder (other than the Shares acquired hereunder,
if any) may be transferred or assigned.


 


c.            The
Company may request from the undersigned such additional information as the Company may deem necessary to evaluate the eligibility
of the undersigned to acquire the Shares, and the undersigned shall provide such information as may reasonably be requested, to
the extent readily available and to the extent consistent with its internal policies and procedures.


 


d.            The
undersigned acknowledges that the Company and the Placement Agents (pursuant to the ultimate sentence of this paragraph) and Nikola
will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement.
Prior to the Subscription Closing, the undersigned agrees to promptly notify the Company if any of the acknowledgments, understandings,
agreements, representations and warranties set forth herein are no longer accurate. The undersigned agrees that each purchase by
the undersigned of Shares from the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements,
representations and warranties herein (as modified by any such notice) by the undersigned as of the time of such purchase. The
undersigned further acknowledges and agrees that the Placement Agents are third-party beneficiaries of the representations and
warranties of the undersigned contained in Sections 6(a), 6(b), 6(c), 6(f), 6(h), 6(p), 6(q) and 6(r) of this Subscription
Agreement.


 


e.            The
Company is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement
or a copy hereof when required by law, regulatory authority or Nasdaq to do so in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby.


 


f.            Except
if required by law or Nasdaq, without the prior written consent of the undersigned, the Company shall not, and shall cause its
representatives, including the Placement Agents and their respective representatives, not to, disclose the existence of this Subscription
Agreement or any negotiations related hereto, or to use the name of the undersigned or any information provided by the undersigned
in connection herewith in or for the purpose of any marketing activities or materials or for any similar or related purpose.


 


g.            All
the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Subscription
Closing.


 






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h.            This
Subscription Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the party against
whom enforcement of such modification, waiver, or termination is sought.


 


i.            This
Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as otherwise expressly
set forth in subsection (d) of this Section 11, this Subscription Agreement shall not confer any rights or remedies upon
any person other than the parties hereto, and their respective successor and assigns.


 


j.            Except
as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto
and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations,
warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors,
administrators, successors, legal representatives and permitted assigns.


 


k.            If
any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force
and effect.


 


l.            This
Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by
different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts
so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


m.            The
parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically
the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled
at law, in equity, in contract, in tort or otherwise.


 


n.            THIS
SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER STATE. EACH PARTY HERETO
HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS SUBSCRIPTION AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


[SIGNATURE PAGES FOLLOW]


 






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IN WITNESS WHEREOF,
the undersigned has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the
date set forth below.


 


	Name of Investor:	 	State/Country of Formation or Domicile:
	 	 	 
	By:		 	 
	Name:		 	 
	Title:		 	 
	 	 	 
	Name in which shares are to be registered (if different):	 	Date: _______________, 2020 




	Investor’s EIN:	 	 
	 	 	 
	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	City, State, Zip:	 	City, State, Zip:
	 	 	 
	Attn:	__________________	 	Attn: 
                                            	
	 	 	 
	Telephone No.:	 	Telephone No.:
	Facsimile No.:	 	Facsimile No.:
	 	 	 
	Number of Shares subscribed for:	 	 
	 	 	 
	Aggregate Subscription Amount: $	 	Price Per Share: $10.00


 


You must pay the Subscription
Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the
Closing Notice. To the extent the offering is oversubscribed, the number of Shares received may be less than the number of Shares
subscribed for.


 






    


     


    

 


IN WITNESS WHEREOF,
VectoIQ Acquisition Corp. has accepted this Subscription Agreement as of the date set forth below.


 


	 	VECTOIQ ACQUISITION CORP.
	 	 
	 	By:	 
	 
	 	Name:	 
	 
	 	Title:	 




 


Date: ____________, 2020