Exhibit 4.2


UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN. 

THIS SECURITY AND THE COMMON
STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
BENEFICIAL INTEREST HEREIN, THE ACQUIRER: 

(1) REPRESENTS THAT IT AND ANY
ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND 

(2) AGREES FOR THE BENEFIT OF
CALAMP CORP. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT
IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH
SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY
SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED
BY APPLICABLE LAW, EXCEPT: 

(A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, OR 

(B) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR 

(C) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
OR

(D) PURSUANT TO AN EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.







PRIOR TO THE REGISTRATION OF
ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE
RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS
OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE
AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. 







CalAmp Corp. 

1.625% Convertible Senior
Note due 2020 

	No.
RA-1	Initially
      $150,000,000                          



CUSIP No. 128126AA7

CalAmp Corp., a corporation
duly organized and validly existing under the laws of the State of Delaware (the
“Company,” which term includes any successor corporation
or other entity under the Indenture referred to on the reverse hereof), for
value received hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum as set forth in the “Schedule of Exchanges of Notes” attached
hereto, which amount, taken together with the principal amounts of all other
outstanding Notes, shall not, unless permitted by the Indenture, exceed
$150,000,000 in aggregate at any time, in accordance with the rules and
procedures of the Depositary, on May 15, 2020, and interest thereon as set forth
below. 

This Note shall bear interest
at the rate of 1.625% per year from May 6, 2015, or from the most recent date to
which interest has been paid or provided for to, but excluding, the next
scheduled Interest Payment Date until May 15, 2020. Interest is payable
semi-annually in arrears on each May 15 and November 15, commencing on November
15, 2015, to Holders of record at the close of business on the preceding May 1
and November 1 (whether or not such day is a Business Day), respectively.
Accrued interest on this Note shall be computed on the basis of a 360-day year
composed of twelve 30-day months and, for partial months, on the basis of actual
days elapsed over a 30-day month. Additional Interest will be payable as set
forth in Section 4.06(d), Section 4.06(e) and Section 6.03 of the
within-mentioned Indenture, and any reference to interest on, or in respect of,
any Note therein shall be deemed to include Additional Interest if, in such
context, Additional Interest is, was or would be payable pursuant to any of such
Section 4.06(d), Section 4.06(e) or Section 6.03, and any express mention of the
payment of Additional Interest in any provision therein shall not be construed
as excluding Additional Interest in those provisions thereof where such express
mention is not made. 

Any Defaulted Amounts shall
accrue interest per annum at the rate borne by the Notes from, and including,
the relevant payment date to, but excluding, the date on which such Defaulted
Amounts shall have been paid by the Company, at its election, in accordance with
Section 2.03(c) of the Indenture.

The Company shall pay the
principal of and interest on this Note, if and so long as such Note is a Global
Note, in immediately available funds to the Depositary or its nominee, as the
case may be, as the registered Holder of such Note. As provided in and subject
to the provisions of the Indenture, the Company shall pay the principal of any
Notes (other than Notes that are Global Notes) at the office or agency
designated by the Company for that purpose. The Company has initially designated
the Trustee as its Paying Agent and Note Registrar in respect of the Notes and
its agency in the Borough of Manhattan, The City of New York, as a place where
Notes may be presented for payment or for registration of transfer and
exchange.







Reference is made to the
further provisions of this Note set forth on the reverse hereof, including,
without limitation, provisions giving the Holder of this Note the right to
convert this Note into cash, shares of Common Stock or a combination of cash and
shares of Common Stock, as applicable, on the terms and subject to the
limitations set forth in the Indenture. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.


This Note, and any claim,
controversy or dispute arising under or related to this Note, shall be construed
in accordance with and governed by the laws of the State of New York (without
regard to the conflicts of laws provisions thereof). 

In the case of any conflict
between this Note and the Indenture, the provisions of the Indenture shall
control and govern. 

This Note shall not be valid
or become obligatory for any purpose until the certificate of authentication
hereon shall have been signed manually by the Trustee or a duly authorized
authenticating agent under the Indenture. 

[Remainder of page intentionally left
blank] 







IN WITNESS WHEREOF, the
Company has caused this Note to be duly executed. 


	CALAMP
      CORP.
	 	
	 	
	By:   	   /s/ Richard Vitelle
		Name:  	Richard Vitelle
		Title:	Executive Vice President and
			Chief Financial Officer




Dated:

TRUSTEE’S CERTIFICATE OF
AUTHENTICATION 

The Bank of New York Mellon
Trust Company, N.A. 
as Trustee, certifies that this is one of the Notes
described 
in the within-named Indenture. 

	By:	   /s/ Michael
      Countryman
	 	Authorized
      Signatory












[Signature page to Note]


















Exhibit 4.2


REVERSE OF NOTE 

CalAmp Corp.

1.625% Convertible Senior Note
due 2020 

This Note is one of a duly
authorized issue of Notes of the Company, designated as its 1.625% Convertible
Senior Notes due 2020 (the “Notes”), limited to the
aggregate principal amount of $150,000,000 (as increased by an amount equal to
the aggregate principal amount of any additional Notes purchased by the Initial
Purchasers pursuant to the exercise of their option to purchase additional Notes
as set forth in the Purchase Agreement) all issued or to be issued under and
pursuant to an Indenture dated as of May 6, 2015 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company,
N.A. (the “Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Notes. Additional Notes may be
issued in an unlimited aggregate principal amount, subject to certain conditions
specified in the Indenture. Capitalized terms used in this Note and not defined
in this Note shall have the respective meanings set forth in the Indenture.


In case certain Events of
Default shall have occurred and be continuing, the principal of, and interest
on, all Notes may be declared, by either the Trustee or Holders of at least 25%
in aggregate principal amount of Notes then outstanding, and upon said
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions and certain exceptions set forth in the Indenture.


Subject to the terms and
conditions of the Indenture, the Company will make all payments and deliveries
in respect of the Fundamental Change Repurchase Price on the Fundamental Change
Repurchase Date and the principal amount on the Maturity Date, as the case may
be, to the Holder who surrenders a Note to a Paying Agent to collect such
payments in respect of the Note. The Company will pay cash amounts in money of
the United States that at the time of payment is legal tender for payment of
public and private debts.

The Indenture contains
provisions permitting the Company and the Trustee in certain circumstances,
without the consent of the Holders of the Notes, and in certain other
circumstances, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures modifying the terms
of the Indenture and the Notes as described therein. It is also provided in the
Indenture that, subject to certain exceptions, the Holders of a majority in
aggregate principal amount of the Notes at the time outstanding may on behalf of
the Holders of all of the Notes waive any past Default or Event of Default under
the Indenture and its consequences. 

No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay or deliver, as the case may be, the principal (including the Fundamental
Change Repurchase Price, if applicable) of,
accrued and unpaid interest on, and the consideration due upon conversion of,
this Note at the place, at the respective times, at the rate and in the lawful
money or shares of Common Stock, as the case may be, herein prescribed.


R-1







The Notes are issuable in
registered form without coupons in denominations of $1,000 principal amount and
multiples thereof. At the office or agency of the Company referred to on the
face hereof, and in the manner and subject to the limitations provided in the
Indenture, Notes may be exchanged for a like aggregate principal amount of Notes
of other authorized denominations, without payment of any service charge but, if
required by the Company or Trustee, with payment of a sum sufficient to cover
any transfer or similar tax that may be imposed in connection therewith as a
result of the name of the Holder of the new Notes issued upon such exchange of
Notes being different from the name of the Holder of the old Notes surrendered
for such exchange. 

The Notes are not subject to
redemption through the operation of any sinking fund or otherwise.

Upon the occurrence of a
Fundamental Change, the Holder has the right, at such Holder’s option exercised
in the manner specified in the Indenture, to require the Company to repurchase
for cash all of such Holder’s Notes or any portion thereof (in principal amounts
of $1,000 or multiples thereof) on the Fundamental Change Repurchase Date at a
price equal to the Fundamental Change Repurchase Price. 

Subject to the provisions of
the Indenture, the Holder hereof has the right, at its option, during certain
periods and upon the occurrence of certain conditions specified in the
Indenture, prior to the close of business on the second Scheduled Trading Day
immediately preceding the Maturity Date, to convert any Notes or portion thereof
that is $1,000 or a multiple thereof, into cash, shares of Common Stock or a
combination of cash and shares of Common Stock, at the Company’s election, at
the Conversion Rate specified in the Indenture, as adjusted from time to time as
provided in the Indenture. 

R-2 







ABBREVIATIONS 

The following abbreviations,
when used in the inscription of the face of this Note, shall be construed as
though they were written out in full according to applicable laws or
regulations: 

TEN COM = as tenants in
common

UNIF GIFT MIN ACT = Uniform
Gifts to Minors Act

CUST = Custodian

TEN ENT = as tenants by the
entireties 

JT TEN = joint tenants with
right of survivorship and not as tenants in common 

Additional abbreviations may
also be used though not in the above list. 

R-3 







Exhibit 4.2


SCHEDULE A 

SCHEDULE OF EXCHANGES OF
NOTES 

CalAmp Corp.

1.625% Convertible Senior Notes
due 2020 

The initial principal amount
of this Global Note is ONE HUNDRED AND FIFTY MILLION DOLLARS ($150,000,000). The
following increases or decreases in this Global Note have been made: 


							Principal
      amount		Signature
      of
			Amount
      of		Amount
      of		of this
      Global Note		authorized
			decrease
      in		increase
      in		following
      such		signatory
      of
			principal
      amount		principal
      amount		decrease
      or		Trustee
      or
	Date of exchange	     	of this Global Note	     	of this Global Note	     	increase	     	Custodian
	 		 		 		 		 
	 		 		 		 		 
	 		 		 		 		 
	 		 		 		 		 
	 		 		 		 		 
	 		 		 	 	 		 
	 		 		 	 	 		 
	 		 		 		 		 
	 		 		 		 		 
	 	 	 		 		 		 
	 		 		 		 		 
	 		 		 		 		  
	 	 	 		 		 		 
	 		  		 		 		 
	 		 	 	 		  		 
	 		 	 	  		 		 
	 		 		 		 	 	 
	 		 		 		 		 
	 		 		 		 	 	 
	 		 		 		 		 
	 		 		 		 		   
	 						 		 










Exhibit 4.2


ATTACHMENT 1


[FORM OF NOTICE OF
CONVERSION] 

	To:  	CalAmp
      Corp.
	 
	To:	The Bank of New
      York Mellon Trust Company, N.A.
	 	400 South Hope
      Street, Suite 400
		Los Angeles, CA
      90071
		Attention:
      Corporate Trust Administration



The undersigned registered
owner of this Note hereby exercises the option to convert this Note, or the
portion hereof (that is $1,000 principal amount or a multiple thereof) below
designated, into cash, shares of Common Stock or a combination of cash and
shares of Common Stock, as applicable, in accordance with the terms of the
Indenture referred to in this Note, and directs that any cash payable and any
shares of Common Stock issuable and deliverable upon such conversion, together
with any cash for any fractional share, and any Notes representing any
unconverted principal amount hereof, be issued and delivered to the registered
Holder hereof unless a different name has been indicated below. If any shares of
Common Stock or any portion of this Note not converted are to be issued in the
name of a Person other than the undersigned, the undersigned will pay all
documentary, stamp or similar issue or transfer taxes, if any in accordance with
Section 14.02(d) and Section 14.02(e) of the Indenture. Any amount required to
be paid to the undersigned on account of interest accompanies this Note.
Capitalized terms used herein but not defined shall have the meanings ascribed
to such terms in the Indenture. 

	Dated:  	 	     	 
	 		 
	 	 	 
	 		Signature(s)
	 		
	 		
	 		
	Signature
      Guarantee		
	 		
	Signature(s) must
      be guaranteed 
by an eligible Guarantor Institution 
(banks, stock brokers,
      savings and 
loan associations and credit unions) 
with membership in an
      approved 
signature guarantee medallion program 
pursuant to Securities and
      Exchange 
Commission Rule 17Ad-15 if shares 
of Common Stock are to be
      issued, or	 	









	Notes are to be
      delivered, other than 
to and in the name of the registered
    holder.
	 
	Fill in for
      registration of shares if 
to be issued, and Notes if to 
be delivered,
      other than to and in the 
name of the registered holder:
	 
	 	 
	(Name)
	 
	 	 
	(Street
      Address)
	 
	 	 
	(City, State and
      Zip Code)
	Please print name
      and address




	Principal amount
      to be converted (if less than all): 
$______,000
	  
	NOTICE: The above
      signature(s) of the Holder(s) hereof 
must correspond with the name as
      written upon the face of 
the Note in every particular without alteration
      or 
enlargement or any change whatever.
	 
	 	 
	Social Security
      or Other Taxpayer
	Identification
      Number










Exhibit 4.2


ATTACHMENT 2


[FORM OF FUNDAMENTAL CHANGE
REPURCHASE NOTICE] 

	To:	CalAmp
      Corp.
	 
	To:	The Bank of New
      York Mellon Trust Company, N.A.
		400 South Hope
      Street, Suite 400
		Los Angeles, CA
      90071
		Attention:
      Corporate Trust Administration



The undersigned registered
owner of this Note hereby acknowledges receipt of a notice from CalAmp Corp.
(the “Company”) as to the occurrence of a Fundamental Change
with respect to the Company and specifying the Fundamental Change Repurchase
Date and requests and instructs the Company to pay to the registered holder
hereof in accordance with Section 15.02 of the Indenture referred to in this
Note (1) the entire principal amount of this Note, or the portion thereof (that
is $1,000 principal amount or a multiple thereof) below designated, and (2) if
such Fundamental Change Repurchase Date does not fall during the period after a
Regular Record Date and on or prior to the corresponding Interest Payment Date,
accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental
Change Repurchase Date. Capitalized terms used herein but not defined shall have
the meanings ascribed to such terms in the Indenture. 

In the case of Physical Notes,
the certificate numbers of the Notes to be repurchased are as set forth below:


	Dated:  	 	     	 
  
	 		  
	 		Signature(s)
	 		 
	 		 
			Social Security or Other Taxpayer
Identification
  Number
	 		
		 	
      Principal amount to be repurchased (if less than all):
      
$______,000

      NOTICE: The above signature(s) of the Holder(s)
      hereof 
must correspond with the name as written upon the face of 
the Note
      in every particular without alteration or 
enlargement or any change
      whatever.










ATTACHMENT 3


[FORM OF ASSIGNMENT AND
TRANSFER] 

For value received
____________________________ hereby sell(s), assign(s) and transfer(s) unto
_________________ (Please insert social security or Taxpayer Identification
Number of assignee) the within Note, and hereby irrevocably constitutes and
appoints _____________________ attorney to transfer the said Note on the books
of the Company, with full power of substitution in the premises. 

In connection with any
transfer of the within Note occurring prior to the Resale Restriction
Termination Date, as defined in the Indenture governing such Note, the
undersigned confirms that such Note is being transferred: 

☐  To CalAmp Corp. (the
“Company”) or a subsidiary thereof; or 

☐  Pursuant to a
registration statement that has become or been declared effective under the
Securities Act of 1933, as amended; or 

☐  Pursuant to and in
compliance with Rule 144A under the Securities Act of 1933, as amended; or


☐  Pursuant to and in compliance with Rule 144 under
the Securities Act of 1933, as amended, or any other available exemption from
the registration requirements of the Securities Act of 1933, as amended.








	Dated:	 
	 
	 
	 
	 
	Signature(s)
	 
	 
	Signature
      Guarantee
	 
	Signature(s) must
      be guaranteed by an 
eligible
      Guarantor Institution (banks, stock 
brokers, savings
      and loan associations and 
credit unions)
      with membership in an approved 
signature
      guarantee medallion program pursuant 
to Securities and
      Exchange Commission 
Rule 17Ad-15 if Notes are to be delivered, other

than to and in the name of the registered holder.



NOTICE: The signature on the
assignment must correspond with the name as written upon the face of the Note in
every particular without alteration or enlargement or any change
whatever.