Exhibit 10.11


EXECUTION COPY


	Barclays Bank PLC
	[_______]
	Facsimile: [_______]
	Telephone: [_______]
	 
	c/o
      Barclays Capital Inc.
	as
      Agent for Barclays Bank PLC
	[_______]
	Telephone:
[_______]




				
      May 21, 2015
      

	To:       	CalAmp Corp.		
		[_______]		
		Attention:	[_______]	 
		Telephone
      No.:     	[_______]	 
		Facsimile No.:	[_______]	
	 	
	Re:	Additional Call Option Transaction	



The purpose of this letter
agreement (this “Confirmation”) is to
confirm the terms and conditions of the call option transaction entered into
between Barclays Bank PLC (“Dealer”), through its
agent Barclays Capital Inc. (“Agent”), and CalAmp
Corp. (“Counterparty”) as of the
Trade Date specified below (the “Transaction”). This letter
agreement constitutes a “Confirmation” as referred to in the ISDA Master
Agreement specified below. This Confirmation shall replace any previous
agreements and serve as the final documentation for the Transaction. Dealer is
not a member of the Securities Investor Protection Corporation (“SIPC”). Dealer is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation
Authority. 


The definitions and
provisions contained in the 2002 ISDA Equity Derivatives Definitions (the
“Equity
Definitions”), as published by
the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any
inconsistency between the Equity Definitions and this Confirmation, this
Confirmation shall govern. Certain defined terms used herein are based on terms
that are defined in the Offering Memorandum dated April 30, 2015 (the
“Offering
Memorandum”) relating to the
Convertible Senior Notes due 2020 (as originally issued by Counterparty, the
“Convertible Notes” and each USD 1,000 principal amount of
Convertible Notes, a “Convertible
Note”) issued by Counterparty in
an aggregate initial principal amount of USD 150,000,000 (as increased by an
aggregate principal amount of USD 22,500,000 pursuant to the exercise by the
Initial Purchasers (as defined herein) of their option to purchase additional
Convertible Notes pursuant to the Purchase Agreement (as defined herein))
pursuant to an Indenture dated May 6, 2015 between Counterparty and The Bank of
New York Mellon Trust Company, N.A., as trustee (the “Indenture”). In the event of any inconsistency between the terms defined in the
Offering Memorandum, the Indenture and this Confirmation, this Confirmation
shall govern. The parties acknowledge that this Confirmation is entered into on
the date hereof with the understanding that (i) definitions set forth in the
Indenture which are also defined herein by reference to the Indenture and (ii)
sections of the Indenture that are referred to herein will conform to the
descriptions thereof in the Offering Memorandum. If any such definitions in the
Indenture or any such sections of the Indenture differ from the descriptions
thereof in the Offering Memorandum, the descriptions thereof in the Offering
Memorandum will govern for purposes of this Confirmation. The parties further
acknowledge that the Indenture section numbers used herein are based on the
Indenture as executed. Subject to the foregoing, references to the Indenture
herein are references to the Indenture as in effect on the date of its
execution, and if the Indenture is amended or supplemented following such date
(other than any amendment or supplement (x) pursuant to Section 10.01(i) of the
Indenture that, as determined by the Calculation Agent, conforms the Indenture
to the description of Convertible Notes in the Offering Memorandum or (y)
pursuant to Section 14.07 of the Indenture, subject, in the case of this clause
(y), to the second paragraph under “Method of Adjustment” in Section 3), any
such amendment or supplement will be disregarded for purposes of this
Confirmation unless the parties agree otherwise in writing. 








Each party is hereby
advised, and each such party acknowledges, that the other party has engaged in,
or refrained from engaging in, substantial financial transactions and has taken
other material actions in reliance upon the parties’ entry into the Transaction
to which this Confirmation relates on the terms and conditions set forth below.


1.    This Confirmation evidences a
complete and binding agreement between Dealer and Counterparty as to the terms
of the Transaction to which this Confirmation relates. This Confirmation shall
supplement, form a part of, and be subject to an agreement in the form of the
ISDA 2002 Master Agreement (the “Agreement”) as if Dealer
and Counterparty had executed an agreement in such form (but without any
Schedule except for the election of the laws of the State of New York as the
governing law (without reference to choice of law doctrine)) on the Trade Date. In the event of
any inconsistency between provisions of the Agreement and this Confirmation,
this Confirmation will prevail for the purpose of the Transaction to which this
Confirmation relates. The parties hereby agree that no transaction other than
the Transaction to which this Confirmation relates shall be governed by the
Agreement and that the Transaction shall be deemed not to be a Transaction
under, or otherwise be governed by, any other existing or deemed ISDA Master
Agreement between the parties hereto. 

2.    The terms of the particular
Transaction to which this Confirmation relates are as follows: 

	     	General Terms.	
		     	  	
			Trade Date:	May 21, 2015
		 	 	
			Effective Date:	The third Exchange Business Day immediately
      prior to the Premium Payment Date
	 		 	
			Option Style:	“Modified American”, as described under
      “Procedures for Exercise” below
			 	
			Option Type:	Call
			 	 
			Buyer:	Counterparty
				 
			Seller:	Dealer
				 
			Shares:	The common stock of Counterparty, par value USD
      0.01 per share (Exchange symbol “CAMP”).
	 			
			Number of Options:	22,500. For the avoidance of doubt, the Number
      of Options shall be reduced by any Options exercised by Counterparty. In
      no event will the Number of Options be less than zero.
	 			
			Applicable Percentage:	27%
			 	
			Option Entitlement:	A number equal to the product of the Applicable
      Percentage and 36.2398.
			 	 
			Strike Price:	USD 27.5940
			 	
			Premium:	USD 1,103,827.50
			 	
			Premium Payment Date:	May 27, 2015
			 	
			Exchange:	The NASDAQ Global Select Market
			 	
			Related Exchange(s):	All Exchanges
			 	
			Excluded
      Provisions:	Section 14.03 and Section
      14.04(h) of the Indenture.



2







	     	Procedures for
      Exercise.	 
	 	     		
	 		
      Conversion Date:
      
	
      With respect to any
      conversion of a Convertible Note, the date on which the Holder (as such
      term is defined in the Indenture) of such Convertible Note satisfies all
      of the requirements for conversion thereof as set forth in Section
      14.02(b) of the Indenture. 

	 			
	 		
      Free Convertibility
      Date: 
	
      November 15, 2019
      

	 			
	 		
      Expiration
      Time:
	
      The Valuation Time
      

	 			
	 		
      Expiration
      Date:
	
      May 15, 2020, subject
      to earlier exercise. 

	 			
	 		
      Multiple Exercise:
      
	
      Applicable, as
      described under “Automatic Exercise” below. 

	 			
	 		
      Automatic Exercise:
      
	
      Notwithstanding
      Section 3.4 of the Equity Definitions, on each Conversion Date, a number
      of Options equal to (i) the number of Convertible Notes in denominations
      of USD 1,000 as to which such Conversion Date has occurred minus (ii) the number of Options that are or are
      deemed to be automatically exercised on such Conversion Date under the
      Base Call Option Transaction Confirmation letter agreement dated April 30,
      2015 between Dealer and Counterparty, shall be deemed to be automatically
      exercised; provided
      that such Options shall be
      exercised or deemed exercised only if Counterparty has provided a Notice
      of Exercise to Dealer in accordance with “Notice of Exercise” below.
      

      Notwithstanding the
      foregoing, in no event shall the number of Options that are exercised or
      deemed exercised hereunder exceed the Number of Options. 

	 			
	 		
      Notice of Exercise:
      
	
      Notwithstanding
      anything to the contrary in the Equity Definitions or under “Automatic
      Exercise” above, in order to exercise any Options, Counterparty must
      notify Dealer in writing before 5:00 p.m. (New York City time) on the
      Scheduled Valid Day immediately preceding the scheduled first day of the
      Settlement Averaging Period for the Options being exercised (the
      “Exercise Notice
      Deadline”) of (i) the
      number of such Options, (ii) the scheduled first day of the Settlement
      Averaging Period and the scheduled Settlement Date, (iii) the Relevant
      Settlement Method for such Options, and (iv) if the Relevant Settlement
      Method for such Options is Combination Settlement, the fixed amount of
      cash per Convertible Note that Counterparty has elected to deliver to
      Holders (as such term is defined in the Indenture) of the related
      Convertible Notes (the “Specified Cash Amount”); provided that in
      respect of any Options relating to Convertible Notes with a Conversion
      Date occurring on or after the Free Convertibility Date, (A) such notice
      may be given on or prior to the Scheduled Valid Day immediately preceding
      the Expiration Date and need only specify the information required in
      clause (i) above, and (B) if the Relevant Settlement Method for such
      Options is not Net Share Settlement, Dealer shall 




3







	 	 	have received a separate
      notice (the “Notice of Final Settlement
      Method”) in respect of all such
      Convertible Notes before 5:00 p.m. (New York City time) on the Free
      Convertibility Date specifying the information required in clauses (iii)
      and, if applicable, (iv) above. Notwithstanding the foregoing, other than
      in respect of any Options relating to Convertible Notes with a Conversion
      Date occurring on or after the Free Convertibility Date, such notice (and
      the related exercise of Options) shall be effective if given after the
      Exercise Notice Deadline but prior to 5:00 p.m. (New York City time), on
      the fifth Scheduled Valid Day following the Exercise Notice Deadline, in
      which event the Calculation Agent shall have the right to adjust the
      number of Shares and/or cash deliverable by Dealer with respect to such
      Options in a commercially reasonable manner as appropriate to reflect the
      effect on Dealer’s commercially reasonable hedging and hedge unwind
      activities for the Transaction (including the unwinding of any
      commercially reasonable hedge position) of Dealer not having received such
      notice prior to the Exercise Notice Deadline. Counterparty acknowledges
      its responsibilities under applicable securities laws, and in particular
      Section 9 and Section 10(b) of the Exchange Act (as defined below) and the
      rules and regulations thereunder, in respect of any election of a
      settlement method with respect to the Convertible Notes.

	 	 	 
	           	
      Valuation Time: 
	
      At the close of trading of the
      regular trading session on the Exchange; provided that if the principal
      trading session is extended, the Calculation Agent shall determine the
      Valuation Time in its reasonable discretion. 

			  
		
      Market Disruption Event:
      
	
      Section 6.3(a) of the Equity
      Definitions is hereby replaced in its entirety by the following:
      

      “‘Market Disruption Event’ means,
      in respect of a Share, (i) a failure by the primary United States national
      or regional securities exchange or market on which the Shares are listed
      or admitted for trading to open for trading during its regular trading
      session or (ii) the occurrence or existence prior to 1:00 p.m. (New York
      City time) on any Scheduled Valid Day for the Shares for more than one
      half-hour period in the aggregate during regular trading hours of any
      suspension or limitation imposed on trading (by reason of movements in
      price exceeding limits permitted by the relevant stock exchange or
      otherwise) in the Shares or in any options contracts or futures contracts
      relating to the Shares.” 



4







	     	
      Settlement
      Terms.
	
	 	     		
			
      Settlement Method: 
	
      For any Option, Net Share
      Settlement; provided that if the Relevant Settlement Method set forth below
      for such Option is not Net Share Settlement, then the Settlement Method
      for such Option shall be such Relevant Settlement Method, but only if
      Counterparty shall have notified Dealer of the Relevant Settlement Method
      in the Notice of Exercise or Notice of Final Settlement Method, as
      applicable, for such Option.

		 		
			
      Relevant Settlement Method:
      
	
      In respect of any Option:
      

      (i) if Counterparty has elected
      to settle its conversion obligations in respect of the related Convertible
      Note (A) entirely in Shares pursuant to Section 14.02(a)(iv)(A) of the
      Indenture (together with cash in lieu of fractional Shares) (such
      settlement method, “Settlement in
      Shares”) or (B) in a combination of
      cash and Shares pursuant to Section 14.02(a)(iv)(C) of the Indenture with
      a Specified Cash Amount equal to or less than USD 1,000, then, in each
      case, the Relevant Settlement Method for such Option shall be Net Share
      Settlement; 

      (ii) if Counterparty has elected
      to settle its conversion obligations in respect of the related Convertible
      Note in a combination of cash and Shares pursuant to Section
      14.02(a)(iv)(C) of the Indenture with a Specified Cash Amount greater than
      USD 1,000, then the Relevant Settlement Method for such Option shall be
      Combination Settlement; and 

      (iii) if Counterparty has elected
      to settle its conversion obligations in respect of the related Convertible
      Note entirely in cash pursuant to Section 14.02(a)(iv)(B) of the Indenture
      (such settlement method, “Settlement in
      Cash”), then the Relevant Settlement
      Method for such Option shall be Cash Settlement. 

				 
			
      Net Share Settlement:
    
	
      If Net Share Settlement is
      applicable to any Option exercised or deemed exercised hereunder, Dealer
      will deliver to Counterparty, on the relevant Settlement Date for each
      such Option, a number of Shares (the “Net Share Settlement Amount”)
      equal to the sum, for each Valid Day during the Settlement Averaging
      Period for each such Option, of (i) (a) the Daily Option Value for such
      Valid Day, divided by (b) the Relevant Price on such Valid Day,
      divided by (ii) the number of Valid Days in the Settlement Averaging Period;
      provided that in no event shall the Net Share Settlement Amount for any
      Option exceed a number of Shares equal to the Applicable Limit for such
      Option divided by the Applicable Limit Price on the settlement date for
      the conversion of the relevant Conversion Notes. 

      Dealer will pay cash in lieu of
      delivering any fractional Shares to be delivered with respect to any Net
      Share Settlement Share Amount valued at the Relevant Price for the last
      Valid Day of the Settlement Averaging Period.




5







	          	
      Combination
      Settlement: 
	
      If Combination
      Settlement is applicable to any Option exercised or deemed exercised
      hereunder, Dealer will pay or deliver, as the case may be, to
      Counterparty, on the relevant Settlement Date for each such Option:
      

			 	
			(i)	cash (the
      “Combination Settlement Cash
      Amount”) equal to the sum,
      for each Valid Day during the Settlement Averaging Period for such Option,
      of (A) an amount (the “Daily Combination Settlement Cash Amount”) equal to the lesser of (1) the product of
      (x) the Applicable Percentage and (y) the Specified Cash Amount
      minus USD 1,000 and (2) the Daily Option Value,
      divided by (B) the number of Valid Days in the
      Settlement Averaging Period; provided that if the
      calculation in clause (A) above results in zero or a negative number for
      any Valid Day, the Daily Combination Settlement Cash Amount for such Valid
      Day shall be deemed to be zero; and
			 
		 	(ii)     	Shares (the
      “Combination Settlement
      Share Amount”) equal to the
      sum, for each Valid Day during the Settlement Averaging Period for such
      Option, of a number of Shares for such Valid Day (the “Daily Combination Settlement Share
      Amount”) equal to (A) (1)
      the Daily Option Value on such Valid Day minus the Daily Combination Settlement Cash Amount
      for such Valid Day, divided
      by (2) the Relevant Price
      on such Valid Day, divided
      by (B) the number of Valid
      Days in the Settlement Averaging Period; provided that if the calculation in sub-clause (A)(1)
      above results in zero or a negative number for any Valid Day, the Daily
      Combination Settlement Share Amount for such Valid Day shall be deemed to
      be zero;
			 	
			
      provided that in no
      event shall the sum of (x) the Combination Settlement Cash Amount for any
      Option and (y) the Combination Settlement Share Amount for such Option
      multiplied
      by the Applicable Limit
      Price on the settlement date for the conversion of the relevant
      Convertible Notes, exceed the Applicable Limit for such Option.


      Dealer will pay cash
      in lieu of delivering any fractional Shares to be delivered with respect
      to any Combination Settlement Share Amount valued at the Relevant Price
      for the last Valid Day of the Settlement Averaging Period.
  

			 	
		
      Cash Settlement:
      
	
      If Cash Settlement is
      applicable to any Option exercised or deemed exercised hereunder, in lieu
      of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty,
      on the relevant Settlement Date for each such Option, an amount of cash
      (the “Cash Settlement
      Amount”) equal to the sum,
      for each Valid Day during the Settlement Averaging Period for such Option,
      of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the
      Settlement Averaging Period; provided that in no event shall the Cash
      Settlement Amount for any Option exceed the Applicable Limit for such
      Option. 



6







	          	
      Daily Option Value:
	
      For any Valid Day, an amount
      equal to (i) the Option Entitlement on such Valid Day, multiplied by (ii)
      the Relevant Price on such Valid Day less the Strike Price on such
      Valid Day; provided that if the calculation contained in clause (ii) above
      results in a negative number, the Daily Option Value for such Valid Day
      shall be deemed to be zero. In no event will the Daily Option Value be
      less than zero. 

		 	 
		
      Make-Whole Adjustment:
    
	
      Notwithstanding anything to the
      contrary herein, in respect of any exercise of Options relating to a
      conversion of Convertible Notes for which additional Shares will be added
      to the “Conversion Rate” (as defined in the Indenture) as determined
      pursuant to Section 14.03 of the Indenture, the Daily Option Value shall
      be calculated as if the Option Entitlement included the Applicable
      Percentage of the number of such additional Shares as determined with
      reference to the adjustment set forth in such Section 14.03 of the
      Indenture; provided that if the sum of (i) the product of (a) the number of
      Shares (if any) deliverable by Dealer to Counterparty per exercised Option
      and (b) the Applicable Limit Price on the Settlement Date and (ii) the
      amount of cash (if any) payable by Dealer to Counterparty per exercised
      Option would otherwise exceed the amount per Option, as determined by the
      Calculation Agent, that would be payable by Dealer under Section 6 of the
      Agreement if (x) the relevant Conversion Date were an Early Termination
      Date resulting from an Additional Termination Event with respect to which
      the Transaction was the sole Affected Transaction and Counterparty was the
      sole Affected Party and (y) Section 14.03 of the Indenture were deleted,
      then each Daily Option Value shall be proportionately reduced to the
      extent necessary to eliminate such excess. 

		 	 
		
      Applicable Limit: 
	
      For any Option, an amount of cash
      equal to the Applicable Percentage multiplied by the excess of (i)
      the aggregate of (A) the amount of cash, if any, paid to the Holder of the
      related Convertible Note upon conversion of such Convertible Note and (B)
      the number of Shares, if any, delivered to the Holder of the related
      Convertible Note upon conversion of such Convertible Note multiplied by the
      Applicable Limit Price on the settlement date for the conversion of such
      Convertible Note, over (ii) USD 1,000.

		 	
	 	
      Applicable Limit Price:
      
	
      On any day, the opening price as
      displayed under the heading “O” on Bloomberg page CAMP <equity> (or
      any successor thereto). 

		 	
		
      Valid Day: 
	
      A day on which (i) there is no
      Market Disruption Event and (ii) trading in the Shares generally occurs on
      the Exchange or, if the Shares are not then listed on the Exchange, on the
      principal other United States national or regional securities exchange on
      which the Shares are then listed or, if the Shares are not then listed on
      a United States national or regional securities exchange, on the principal
      other market on which the Shares are then listed or admitted for trading.
      If the Shares are not so listed or admitted for trading, “Valid Day” means
      a Business Day. 



7 







		
      Scheduled Valid Day:
      
	
      A day that is
      scheduled to be a Valid Day on the principal United States national or
      regional securities exchange or market on which the Shares are listed or
      admitted for trading. If the Shares are not so listed or admitted for
      trading, “Scheduled Valid Day” means a Business Day. 

		 	 	
	          	
      Business Day:
      
	
      Any day other than a
      Saturday, a Sunday or a day on which the Federal Reserve Bank of New York
      is authorized or required by law or executive order to close or be
      closed.

			 	
		
      Relevant Price:
      
	
      On any Valid Day, the
      per Share volume-weighted average price as displayed under the heading
      “Bloomberg VWAP” on Bloomberg page CAMP <equity> AQR (or its
      equivalent successor if such page is not available) in respect of the
      period from the scheduled open of trading until the scheduled close of
      trading of the primary trading session on such Valid Day (or if such
      volume-weighted average price is unavailable, the market value of one
      Share on such Valid Day, as reasonably determined by the Calculation Agent
      using, if practicable, a volume-weighted average method; provided that such market value shall not exceed the
      market value of one Share on such Valid Day determined by the nationally
      recognized independent investment banking firm retained for such purpose
      by Counterparty under the terms of the Indenture). The Relevant Price will
      be determined without regard to after-hours trading or any other trading
      outside of the regular trading session trading hours. 

			 
		
      Settlement Averaging
      Period: 
	
      For any Option and
      regardless of the Settlement Method applicable to such Option:
    

			 	
			(i)       	if the related Conversion Date
      occurs prior to the Free Convertibility Date, the 50 consecutive Valid
      Days commencing on, and including, the second Valid Day following such
      Conversion Date; or
			 	
			(ii)	if the related Conversion Date
      occurs on or following the Free Convertibility Date, the 50 consecutive
      Valid Days commencing on, and including, the 52nd Scheduled Valid Day
      immediately prior to the Expiration Date.
		 	 	
		
      Settlement Date:
      
	
      For any Option, the
      third Business Day immediately following the final Valid Day of the
      Settlement Averaging Period for such Option. 

		 	 	
		
      Settlement Currency:
      
	
      USD
  

		 	 	
		
      Other Applicable
      Provisions:
	
     The provisions of
      Sections 9.1(c), 9.8, 9.9 and 9.11 of the Equity Definitions will be
      applicable, except that all references in such provisions to
      “Physically-settled” shall be read as references to “Share Settled”.
      “Share Settled” in relation to any Option means that Net Share Settlement
      or Combination Settlement is applicable to that Option. 



8







	     	     	
      Representation and
      Agreement: 
	
      Notwithstanding
      anything to the contrary in Equity Definitions (including, but not limited
      to, Section 9.11 thereof), the parties acknowledge that (i) any Shares
      delivered to Counterparty shall be, upon delivery, subject to restrictions
      and limitations arising from Counterparty’s status as issuer of the Shares
      under applicable securities laws, (ii) Dealer may deliver any Shares
      required to be delivered hereunder in certificated form in lieu of
      delivery through the Clearance System and (iii) any Shares delivered to
      Counterparty may be “restricted securities” (as defined in Rule 144 under
      the Securities Act of 1933, as amended (the “Securities Act”)). 

		 	 	
	3. 	
      Additional
      Terms applicable to the Transaction. 
	 
			 	
		
      Adjustments
      applicable to the Transaction: 
	
			 	
			
      Potential Adjustment
      Events: 
	
      Notwithstanding
      Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event”
      means an occurrence of any event or condition, as set forth in any
      Dilution Adjustment Provision, that would result in an adjustment under
      the Indenture (as determined by the Calculation Agent by reference to the
      Dilution Adjustment Provisions) to the “Conversion Rate” or the
      composition of a “unit of Reference Property” or to any “Last Reported
      Sale Price” , “Daily VWAP,” “Daily Conversion Value” or “Daily Settlement
      Amount” (each as defined in the Indenture) or any other variable relevant
      to the exercise, settlement or payment for the Transaction. For the
      avoidance of doubt, Dealer shall not have any delivery or payment
      obligation hereunder, and no adjustment shall be made to the terms of the
      Transaction, on account of (x) any distribution of cash, property or
      securities by Counterparty to holders of the Convertible Notes (upon
      conversion or otherwise) or (y) any other transaction in which holders of
      the Convertible Notes are entitled to participate, in each case, in lieu
      of an adjustment under the Indenture of the type referred to in the
      immediately preceding sentence (including, without limitation, pursuant to
      the fourth sentence of the first paragraph of Section 14.04(c) of the
      Indenture or the fourth sentence of Section 14.04(d) of the
      Indenture).

			 	
			
      Method of
      Adjustment:
	
      Calculation Agent
      Adjustment, which means that, notwithstanding Section 11.2(c) of the
      Equity Definitions (and, for the avoidance of doubt, in lieu of any
      adjustments pursuant to such Section), upon any Potential Adjustment
      Event, the Calculation Agent shall make a corresponding adjustment in
      respect of any adjustment to the Convertible Notes under the Indenture to
      any one or more of the Strike Price, Number
      of Options, Option Entitlement, the composition of the Shares and any
      other variable relevant to the exercise, settlement or payment for the
      Transaction, as determined by reference to the Dilution Adjustment
      Provisions, to the extent an adjustment is required under the Indenture.



9







				

      Notwithstanding the foregoing and
      “Consequences of Merger Events / Tender Offers” below, if the Calculation
      Agent reasonably and in good faith disagrees with any adjustment pursuant
      to the terms of the Indenture that is the basis of any adjustment
      hereunder and that involves an exercise of discretion by Counterparty or
      its board of directors (including, without limitation, pursuant to Section
      14.05 of the Indenture, Section 14.07 of the Indenture or any supplemental
      indenture entered into thereunder or in connection with any proportional
      adjustment or the determination of the fair value of any securities,
      property, rights or other assets), then in each such case, the Calculation
      Agent will determine the adjustment to be made to any one or more of the
      Strike Price, Number of Options, Option Entitlement and any other variable
      relevant to the exercise, settlement or payment for the Transaction in a
      commercially reasonable manner; provided
      that, notwithstanding the foregoing, if
      any Potential Adjustment Event occurs during the Settlement Averaging
      Period but no adjustment was made to any Convertible Note under the
      Indenture because the relevant Holder (as such term is defined in the
      Indenture) was deemed to be a record owner of the underlying Shares on the
      related Conversion Date, then the Calculation Agent shall make an
      adjustment, consistent with the methodology set forth in the Indenture, to
      the terms hereof in order to account for such Potential Adjustment
      Event.

	     	     		
		 	
      Dilution Adjustment Provisions:
      
	
      Sections 14.04(a), (b), (c), (d)
      and (e) and Section 14.05 of the Indenture. 

				 
		
      Extraordinary Events applicable
      to the Transaction: 

	 			
			
      Merger Event: 
	
      Applicable; provided that
      notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger
      Event” means the occurrence of any event or condition set forth in the
      definition of “Merger Event” in Section 14.07(a) of the Indenture.
      

	 			
			
      Tender Offer: 
	
      Applicable; provided that
      notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender
      Offer” means the occurrence of any event or condition set forth in Section
      14.04(e) of the Indenture. 

	 			
	 		      Consequences of Merger Events
      /
	
			
      Tender Offers: 
	
      Notwithstanding Section 12.2 and
      Section 12.3 of the Equity Definitions, upon the occurrence of a Merger
      Event or a Tender Offer, the Calculation Agent shall make a corresponding adjustment in
      respect of any adjustment under the Indenture to any one or more of the



10







		 		
      nature of the Shares (in the case of a Merger Event), Strike Price, Number
      of Options, Option Entitlement and any other variable relevant to the
      exercise, settlement or payment for the Transaction (as determined by the
      Calculation Agent by reference to the relevant provisions of the
      Indenture), subject to the second paragraph under “Method of Adjustment”;
      provided, however, that such
      adjustment shall be made without regard to any adjustment to the
      Conversion Rate pursuant to any Excluded Provision; provided further that if, with respect to a Merger Event or
      a Tender Offer, (i) the consideration for the Shares includes (or, at the
      option of a holder of Shares, may include) shares of an entity or person
      that is not a corporation or is not organized under the laws of the United
      States, any State thereof or the District of Columbia or (ii) the
      Counterparty to the Transaction following such Merger Event or Tender
      Offer, will not be a corporation, then, in either case, Cancellation and
      Payment (Calculation Agent Determination) may apply at Dealer’s sole
      election. 

	     	     	 	 
		
      Nationalization,
      Insolvency or Delisting: 
	
      Cancellation and
      Payment (Calculation Agent Determination); provided that, in addition to the provisions of
      Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a
      Delisting if the Exchange is located in the United States and the Shares
      are not immediately re-listed, re-traded or re-quoted on any of the New
      York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global
      Market (or their respective successors); if the Shares are immediately
      re-listed, re-traded or re-quoted on any of the New York Stock Exchange,
      The NASDAQ Global Select Market or The NASDAQ Global Market (or their
      respective successors), such exchange or quotation system shall thereafter
      be deemed to be the Exchange. 

				 
		
      Additional Disruption
      Events: 
	
				 
			
      Change in Law:
      
	
      Applicable;
      provided that Section 12.9(a)(ii) of the Equity
      Definitions is hereby amended by (i) replacing the word “Shares” with the
      phrase “Hedge Positions” in clause (X) thereof and (ii) inserting the
      parenthetical “(including, for the avoidance of doubt and without
      limitation, adoption or promulgation of new regulations authorized or
      mandated by existing statute)” at the end of clause (A) thereof.
      

				 
			
      Failure to Deliver:
      
	
      Applicable
    

				 
			
      Hedging Disruption:
      
	
      Applicable;
      provided that: 

				 
				(i)     	Section 12.9(a)(v)
      of the Equity Definitions is hereby amended by (a) inserting the following
      words at the end of clause (A) thereof: “in the manner contemplated by the
      Hedging Party on the Trade Date” and (b) inserting the following two
      phrases at the end of such Section:


11







					“For the avoidance
      of doubt, the term “equity price risk” shall be deemed to include, but
      shall not be limited to, stock price and volatility risk. And, for the
      further avoidance of doubt, any such transactions or assets referred to in
      phrases (A) or (B) above must be available on commercially reasonable
      pricing terms.”; and
	     	     		 	
				(ii)     	Section 12.9(b)(iii)
      of the Equity Definitions is hereby amended by inserting in the third line
      thereof, after the words “to terminate the Transaction”, the words “or, as
      applicable, the portion of the Transaction affected by such Hedging
      Disruption”.
				 	
			
      Increased Cost of
      Hedging: 
	
      Not Applicable
      

				 	
			
      Hedging Party:
      
	
      For all applicable
      Additional Disruption Events, Dealer. Following any determination by the
      Hedging Party hereunder and a written request by Counterparty, the Hedging
      Party shall provide to Counterparty by e-mail to the e-mail address
      provided by Counterparty a written explanation and report (in a commonly
      used file format for the storage and manipulation of financial data)
      describing in reasonable detail any determination made by it (including,
      as applicable, any quotations, market data, information from internal
      sources used in making such determinations, descriptions of the
      methodology and any assumptions and basis used in making for such
      determination), it being understood that the Hedging Party shall not be
      obligated to disclose any proprietary or confidential models or
      proprietary or confidential information used by it for such
      determination.

				 	
		
      Determining Party:
      
	
      For all applicable
      Extraordinary Events, Dealer. Following any determination by the
      Determining Party hereunder and a written request by Counterparty, the
      Determining Party shall provide to Counterparty by e-mail to the e-mail
      address provided by Counterparty a written explanation and report (in a
      commonly used file format for the storage and manipulation of financial
      data) describing in reasonable detail any determination made by it
      (including, as applicable, any quotations, market data, information from
      internal sources used in making such determinations, descriptions of the
      methodology and any assumptions and basis used in making for such
      determination), it being understood that the Determining Party shall not
      be obligated to disclose any proprietary or confidential models or
      proprietary or confidential information used by it for such determination.
      

				 	
		
      Non-Reliance:
      
	
      Applicable.

				 	
		
      Agreements and Acknowledgments
	
      

		
      Regarding Hedging Activities:
      
	
      Applicable

				 	
		
      Additional Acknowledgments:
      
	
      Applicable



12








	4. 	
      Calculation
      Agent.
      Dealer. All calculations
      and determinations by the Calculation Agent shall be made in good faith and in a commercially
      reasonable manner. Following any determination or calculation by the
      Calculation Agent hereunder, upon a written request by Counterparty, the
      Calculation Agent shall provide to Counterparty within a commercially
      reasonable period of time (but not later than five Exchange Business Days)
      following such request by e-mail to the e-mail address provided by
      Counterparty in such request a written explanation and report (in a
      commonly used file format for the storage and manipulation of financial
      data) displaying in commercially reasonable detail the basis for such
      determination or calculation (including any quotations, market data or
      information from internal or external sources, and any assumptions, used
      in making such determination or calculation), it being understood that the
      Calculation Agent shall not be obligated to disclose any proprietary or
      confidential models or proprietary or confidential information used by it
      for such determination or calculation. 

	      		
	5.	
      Account
      Details.
      

	 		
		(a)      	
      Account for payments to
      Counterparty: 

      [_______] 

      Account for delivery of Shares to
      Counterparty: 

      [_______]

	 	
		(b)	
      Account for payments to Dealer:
      

      [_______]

	 	
			
      Account for delivery of Shares from
      Dealer: 

      [_______]

	 	


	6.	Offices.
	 
	      	(a)      	The Office of
      Counterparty for the Transaction is: Inapplicable, Counterparty is not a Multibranch Party.
	 
		(b)	The Office of Dealer
      for the Transaction is: Inapplicable, Dealer is not a Multibranch Party
	 


	7.	Notices.	
	 
	     	(a)     	Address for notices or communications to
    Counterparty:
	 
			CalAmp Corp.	
			[_______]	
			Attention:	[_______]
			Telephone No.:    	[_______]
			Facsimile No.:	[_______]
	 
		(b)	Address for notices or communications to Dealer:
	 
			[_______]	




    	8.	Representations and Warranties of
      Counterparty.
	 
	      	Each of the representations and warranties of Counterparty set
      forth in Section 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of April 30, 2015, among
      Counterparty and J.P. Morgan Securities LLC and Jefferies LLC, as
      representatives of the Initial Purchasers party thereto (the
      “Initial
      Purchasers”), are true and
      correct and are hereby deemed to be repeated to Dealer as if set forth
      herein. Counterparty hereby further represents and warrants to Dealer on
      the date hereof and on and as of the Premium Payment Date
  that:




13








	      	(a)     	Counterparty has all necessary corporate power and authority to
      execute, deliver and perform its obligations in respect of the
      Transaction; such execution, delivery and performance have been duly
      authorized by all necessary corporate action on Counterparty’s part; and
      this Confirmation has been duly and validly executed and delivered by
      Counterparty and constitutes its valid and binding obligation, enforceable
      against Counterparty in accordance with its terms, subject to applicable
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
      and similar laws affecting creditors’ rights and remedies generally, and
      subject, as to enforceability, to general principles of equity, including
      principles of commercial reasonableness, good faith and fair dealing
      (regardless of whether enforcement is sought in a proceeding at law or in
      equity) and except that rights to indemnification and contribution
      hereunder may be limited by federal or state securities laws or public
      policy relating thereto.
	 
		(b)	Neither
      the execution and delivery of this Confirmation nor the incurrence or
      performance of obligations of Counterparty hereunder will conflict with or
      result in a breach of the certificate of incorporation or by-laws (or any
      equivalent documents) of Counterparty, or any applicable law or
      regulation, or any order, writ, injunction or decree of any court or
      governmental authority or agency, or any agreement or instrument to which
      Counterparty or any of its subsidiaries is a party or by which
      Counterparty or any of its subsidiaries is bound or to which Counterparty
      or any of its subsidiaries is subject, or constitute a default under, or
      result in the creation of any lien under, any such agreement or
      instrument.
	 
	 	(c)	No
      consent, approval, authorization, or order of, or filing with, any
      governmental agency or body or any court is required in connection with
      the execution, delivery or performance by Counterparty of this
      Confirmation, except such as have been obtained or made and such as may be
      required under the Securities Act or state securities laws.
	 
		(d)	Counterparty is not and, after consummation of the transactions
      contemplated hereby, will not be required to register as an “investment
      company” as such term is defined in the Investment Company Act of 1940, as
      amended.
	 
		(e)     	Counterparty is an “eligible contract participant” (as such term is
      defined in Section 1a(18) of the Commodity Exchange Act, as amended, other
      than a person that is an eligible contract participant under Section
      1a(18)(C) of the Commodity Exchange Act).
	 
		(f)	Each of it
      and its affiliates is not, on the date hereof, aware (as interpreted under
      applicable securities laws) of any material non-public information with
      respect to Counterparty or the Shares.
	 
		(g)	To
      Counterparty’s knowledge, no state or local (including any non-U.S.
      jurisdiction’s) law, rule, regulation or regulatory order applicable to
      the Shares (not including laws, rules, regulations or regulatory orders of
      any jurisdiction that are applicable solely as a result of Dealer’s and/or
      its affiliates’ activities, assets or businesses, other than Dealer’s
      activities in respect of the Transaction) would give rise to any
      reporting, consent, registration or other requirement (including without
      limitation a requirement to obtain prior approval from any person or
      entity) as a result of Dealer or its affiliates owning or holding (however
      defined) Shares in connection with the Transaction.
	 
		(h)     	Counterparty (A) is capable of evaluating investment risks
      independently, both in general and with regard to all transactions and
      investment strategies involving a security or securities; (B) will
      exercise independent judgment in evaluating the recommendations of any
      broker-dealer or its associated persons, unless it has otherwise notified
      the broker-dealer in writing; and (C) has total assets of at least $50
      million.
	 
	9.	Other Provisions.
	 
	      	(a)	Opinions.
      Counterparty shall deliver to Dealer an opinion of counsel, dated as of
      the Premium Payment Date, covering customary matters, and subject to
      customary assumptions, qualifications and exceptions, in each case
      reasonably acceptable to Dealer. Delivery of such opinion to Dealer shall
      be a condition precedent for the purpose of Section 2(a)(iii) of the
      Agreement with respect to each obligation of Dealer under Section 2(a)(i)
      of the Agreement.


14







	      	(b)     	Repurchase Notices. Counterparty shall, on any day on which Counterparty effects any
      repurchase of Shares, promptly give Dealer a written notice of such
      repurchase (a “Repurchase
      Notice”) on such day if
      following such repurchase, the number of outstanding Shares as determined
      on such day is (i) less than 32.8 million (in the case of the first such
      notice) or (ii) thereafter more than 2.9 million less than the number of
      Shares included in the immediately preceding Repurchase Notice;
      provided that Counterparty may provide Dealer with
      advance notice on or prior to any such day to the extent it expects that
      repurchases effected on such day may result in an obligation to deliver a
      Repurchase Notice (which advance notice shall be deemed a Repurchase
      Notice). Counterparty agrees to indemnify and hold harmless Dealer and its
      affiliates and their respective officers, directors, employees,
      affiliates, advisors, agents and controlling persons (each, an
      “Indemnified
      Person”) from and against
      any and all losses (including losses relating to Dealer’s hedging
      activities as a consequence of becoming, or of the risk of becoming, a
      Section 16 “insider”, including without limitation, any forbearance from
      hedging activities or cessation of hedging activities and any losses in
      connection therewith with respect to the Transaction), claims, damages,
      judgments, liabilities and expenses (including reasonable attorney’s
      fees), joint or several, which an Indemnified Person may become subject
      to, as a result of Counterparty’s failure to provide Dealer with a
      Repurchase Notice on the day and in the manner specified in this
      paragraph, and to reimburse, within 30 days, upon written request, each of
      such Indemnified Persons for any reasonable legal or other expenses
      incurred in connection with investigating, preparing for, providing
      testimony or other evidence in connection with or defending any of the
      foregoing or any suit, action, proceeding, claim or demand set forth in
      the immediately following sentence. If any suit, action, proceeding
      (including any governmental or regulatory investigation), claim or demand
      shall be brought or asserted against the Indemnified Person as a result of
      Counterparty’s failure to provide Dealer with a Repurchase Notice in
      accordance with this paragraph, such Indemnified Person shall promptly
      notify Counterparty in writing. Counterparty shall be relieved from
      liability to the extent that any Indemnified Person fails promptly to
      notify Counterparty of any action commenced against it in respect of
      which indemnity may be sought hereunder to the extent Counterparty is
      materially prejudiced as a result thereof. Counterparty shall not be
      liable for any settlement of any proceeding contemplated by this paragraph
      that is effected without its written consent, but if settled with such
      consent or if there be a final judgment for the plaintiff, Counterparty
      agrees to indemnify any Indemnified Person from and against any loss or
      liability by reason of such settlement or judgment. Counterparty shall
      not, without the prior written consent of the Indemnified Person, effect
      any settlement of any pending or threatened proceeding contemplated by
      this paragraph that is in respect of which any Indemnified Person is or
      could have been a party and indemnity could have been sought hereunder by
      such Indemnified Person, unless such settlement includes an unconditional
      release of such Indemnified Person from all liability on claims that are
      the subject matter of such proceeding on terms reasonably satisfactory to
      such Indemnified Person. If the indemnification provided for in this
      paragraph is unavailable to an Indemnified Person or insufficient in
      respect of any losses, claims, damages or liabilities referred to therein,
      then Counterparty hereunder, in lieu of indemnifying such Indemnified
      Person thereunder, shall contribute to the amount paid or payable by such
      Indemnified Person as a result of such losses, claims, damages or
      liabilities. The remedies provided for in this paragraph (b) are not
      exclusive and shall not limit any rights or remedies which may otherwise
      be available to any Indemnified Person at law or in equity. The indemnity
      and contribution agreements contained in this paragraph shall remain
      operative and in full force and effect regardless of the termination of
      the Transaction. For the avoidance of doubt, any payments due as a result
      of this provision may not be used to set off any obligation of the Dealer
      upon settlement of the Transaction.
		 
		(c)     	Regulation M.
      Counterparty is not on the Trade Date engaged in a distribution, as such
      term is used in Regulation M under the Securities Exchange Act of 1934, as
      amended (the “Exchange
      Act”), of any securities of
      Counterparty, other than a distribution meeting the requirements of the
      exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M.
      Counterparty shall not, until the second Scheduled Trading Day immediately
      following the Effective Date, engage in any such
distribution.


15







	     	(d)     	No Manipulation.
      Counterparty is not entering into the Transaction to create actual or
      apparent trading activity in the Shares (or any security convertible into
      or exchangeable for the Shares) or to raise or depress or otherwise
      manipulate the price of the Shares (or any security convertible into or
      exchangeable for the Shares) or otherwise in violation of the Exchange
      Act.
		 
		(e)	Transfer or Assignment.
		 
		       	(i)     	Counterparty shall have the right to transfer or assign its rights
      and obligations hereunder with respect to all, but not less than all, of
      the Options hereunder (such Options, the “Transfer Options”); provided that such
      transfer or assignment shall be subject to reasonable conditions that
      Dealer may impose, including but not limited, to the following
      conditions:
		 
				(A)     	With
      respect to any Transfer Options, Counterparty shall not be released from
      its notice and indemnification obligations pursuant to Section 9(b) or any
      obligations under Section 9(m) or 9(r) of this Confirmation;
		 
				(B)	Any
      Transfer Options shall only be transferred or assigned to a third party
      that is a United States person (as defined in the Internal Revenue Code of
      1986, as amended);
		 
				(C)	Such
      transfer or assignment shall be effected on terms, including any
      reasonable undertakings by such third party (including, but not limited
      to, an undertaking with respect to compliance with applicable securities
      laws in a manner that, in the reasonable judgment of Dealer, will not
      expose Dealer to material risks under applicable securities laws) and
      execution of any documentation and delivery of legal opinions with respect
      to securities laws and other matters by such third party and Counterparty,
      as are requested and reasonably satisfactory to
  Dealer;
		 
				(D)     	Dealer will not, as a
      result of such transfer and assignment, be required to pay the transferee
      on any payment date an amount under Section 2(d)(i)(4) of the Agreement
      greater than an amount that Dealer would have been required to pay to
      Counterparty in the absence of such transfer and assignment;
		 
				(E)	An Event of Default,
      Potential Event of Default or Termination Event will not occur as a result
      of such transfer and assignment;
		 
				(F)	Without limiting the generality of clause (B),
Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be
reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon
or after such transfer and assignment; and
		 
				(G)	Counterparty shall be
      responsible for all reasonable costs and expenses, including reasonable
      counsel fees, incurred by Dealer in connection with such transfer or
      assignment.
		 
		       	(ii)     	Dealer may, without
      Counterparty’s consent, transfer or assign all or any part of its rights
      or obligations under the Transaction (A) to any affiliate of Dealer (1)
      that has a long-term issuer rating that is equal to or better than
      Dealer’s credit rating at the time of such transfer or
      assignment, or (2) whose obligations hereunder will be guaranteed,
      pursuant to the terms of a customary guarantee in a form used by Dealer
      generally for similar transactions, by Dealer or Dealer’s ultimate parent, provided that,
      after a transfer and/or assignment pursuant to this clause (A),
      Counterparty shall be entitled to a payment, on


16







				
		
	             	        	 any payment date, that is
      not less than the payment Counterparty would have received in the absence
      of such transfer and/or assignment on account of any deduction or
      withholding under Section 2(d)(i) of the Agreement, except to the extent
      such deduction or withholding results from a Change in Tax Law occurring
      after the date of such transfer and/or assignment or (B) if an Excess
      Ownership Position (as defined below) exists, but only to the extent of
      such Excess Ownership Position, to any other recognized dealer in
      transactions such as the Transaction with a long-term issuer rating equal
      to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating
      Group, Inc. or its successor (“S&P”), or A3 by
      Moody’s Investor Service, Inc. (“Moody’s”) or, if
      either S&P or Moody’s ceases to rate such debt, at least an equivalent
      rating or better by a substitute rating agency mutually agreed by
      Counterparty and Dealer. Dealer shall promptly notify Counterparty of any
      transfer or assignment made hereunder. If at any time at which (A) the
      Section 16 Percentage exceeds 8.5%, (B) the Option Equity Percentage
      exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit
      (if any applies) (any such condition described in clauses (A), (B) or (C),
      an “Excess Ownership
      Position”), Dealer is
      unable after using its commercially reasonable efforts to effect a
      transfer or assignment of Options to a third party on pricing terms
      reasonably acceptable to Dealer and within a time period reasonably
      acceptable to Dealer such that no Excess Ownership Position exists, then
      Dealer may designate any Exchange Business Day as an Early Termination
      Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial
      termination no Excess Ownership Position exists. In the event that Dealer
      so designates an Early Termination Date with respect to a portion of the
      Transaction, a payment shall be made pursuant to Section 6 of the
      Agreement as if (1) an Early Termination Date had been designated in
      respect of a Transaction having terms identical to the Transaction and a
      Number of Options equal to the number of Options underlying the Terminated
      Portion, (2) Counterparty were the sole Affected Party with respect to
      such partial termination and (3) the Terminated Portion were the sole
      Affected Transaction (and, for the avoidance of doubt, the provisions of
      Section 9(k) shall apply to any amount that is
      payable by Dealer to Counterparty pursuant to this sentence as if
      Counterparty was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a
      percentage, (A) the numerator of which is the number of Shares that Dealer
      and each person subject to aggregation of Shares with Dealer under Section
      13 or Section 16 of the Exchange Act and rules promulgated thereunder
      directly or indirectly beneficially own (as defined under Section 13 or
      Section 16 of the Exchange Act and rules promulgated thereunder) and (B)
      the denominator of which is the number of Shares outstanding. The
      “Option Equity
      Percentage” as of any day is the
      fraction, expressed as a percentage, (A) the numerator of which is the sum
      of (1) the product of the Number of Options and the Option Entitlement and
      (2) the aggregate number of Shares underlying any other call option
      transaction sold by Dealer to Counterparty, and (B) the denominator of
      which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer
      and any person whose ownership position would be aggregated with that of
      Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory
      order or organizational documents or contracts of Counterparty that are,
      in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns,
      controls, holds the power to vote or otherwise meets a relevant definition
      of ownership under any Applicable Restriction, as determined by Dealer in
      its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum
      number of Shares that, in Dealer’s reasonable judgment on advice of
      counsel, could give rise to reporting or registration obligations (except
      for filings on Form 13F, Schedule 13D or Schedule 13G) or other
      requirements (including obtaining prior approval from any person or
      entity, but excluding any such requirements that can be satisfied without
      administrative or operational burden or cost to Dealer) of a Dealer
      Person, or could result in an adverse effect on a Dealer Person, under any
      Applicable Restriction, minus
      (B) 1% of the number of Shares
      outstanding. Dealer shall provide Counterparty with written notice of any
      transfer or assignment on the date of or as promptly as practicable after
      the date of such transfer or assignment.


17







	     		(iii)     	Notwithstanding any other provision in this Confirmation to the
      contrary requiring or allowing Dealer to purchase, sell, receive or
      deliver any Shares or other securities, or make or receive any payment in
      cash, to or from Counterparty, Dealer may designate any of its affiliates
      to purchase, sell, receive or deliver such Shares or other securities, or
      make or receive such payment in cash, and otherwise to perform Dealer’s
      obligations in respect of the Transaction and any such designee may assume
      such obligations. Dealer shall be discharged of its obligations to
      Counterparty to the extent of any such performance.
		 
		(f)     	Staggered Settlement. If upon advice of counsel with respect to applicable legal and
      regulatory requirements, including any requirements relating to Dealer’s
      commercially reasonable hedging activities hereunder, Dealer reasonably
      determines that it would not be practicable or advisable to deliver, or to
      acquire Shares to deliver, any or all of the Shares to be delivered by
      Dealer on any Settlement Date for the Transaction, Dealer may, by notice
      to Counterparty on or prior to any Settlement Date (a “Nominal Settlement Date”), elect to deliver the Shares on two or
      more dates (each, a “Staggered Settlement Date”) as follows:
		 
			(i)	in such
      notice, Dealer will specify to Counterparty the related Staggered
      Settlement Dates (each of which shall be on or prior to the Nominal
      Settlement Date) and the number of Shares that it will deliver on each
      Staggered Settlement Date;
		 
			(ii)	the
      aggregate number of Shares that Dealer will deliver to Counterparty
      hereunder on all such Staggered Settlement Dates will equal the number of
      Shares that Dealer would otherwise be required to deliver on such Nominal
      Settlement Date; and
		 
			(iii)	if the Net
      Share Settlement terms or the Combination Settlement terms set forth above
      were to apply on the Nominal Settlement Date, then the Net Share
      Settlement terms or the Combination Settlement terms, as the case may be,
      will apply on each Staggered Settlement Date, except that the Shares
      otherwise deliverable on such Nominal Settlement Date will be allocated
      among such Staggered Settlement Dates as specified by Dealer in the notice
      referred to in clause (i) above.
		 
		(g)     	Role of Agent.  Each of Dealer and Counterparty acknowledges to and agrees with the other party hereto and to and with the Agent that (i) the Agent is acting as agent for Dealer under the Transaction pursuant to instructions from such party, (ii) the Agent is not a principal or party to the Transaction, and may transfer its rights and obligations with respect to the Transaction, (iii) the Agent shall have no responsibility, obligation or liability, by way of issuance, guaranty, endorsement or otherwise in any manner with respect to the performance of either party under the Transaction, (iv) Dealer and the Agent have not given, and Counterparty is not relying (for purposes of making any investment decision or otherwise) upon, any statements, opinions or representations (whether written or oral) of Dealer or the Agent, other than the representations expressly set forth in this Confirmation or the Agreement, and (v) each party agrees to proceed solely against the other party, and not the Agent, to collect or recover any money or securities owed to it in connection with the Transaction.  Each party hereto acknowledges and agrees that the Agent is an intended third party beneficiary hereunder.  Counterparty acknowledges that the Agent is an affiliate of Dealer. Dealer will be acting for its own account in respect of this Confirmation and the Transaction contemplated hereunder. The time of dealing for the Transaction will be confirmed by Dealer upon written request by Counterparty. The Agent will furnish to Counterparty upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction.


18







	     	(h)     	Additional Termination Event. Notwithstanding anything to the contrary
      in this Confirmation if an event of default with respect to Counterparty
      occurs under the terms of the Convertible Notes as set forth in Section
      6.01 of the Indenture that results in the Convertible Notes being
      declared, or becoming, immediately due and payable pursuant to the terms
      of the Indenture, then such event shall constitute an Additional
      Termination Event applicable to the Transaction and, with respect to such
      Additional Termination Event, (A) Counterparty shall be deemed to be the
      sole Affected Party, (B) the Transaction shall be the sole Affected
      Transaction and (C) Dealer shall be the party entitled to designate an
      Early Termination Date pursuant to Section 6(b) of the
  Agreement.
		 
		(i)	Amendments to Equity Definitions.
		 
			(i)	Section
      12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting
      from the fourth line thereof the word “or” after the word “official” and
      inserting a comma therefor, and (2) deleting the semi-colon at the end of
      subsection (B) thereof and inserting the following words therefor “or (C)
      the occurrence of any of the events specified in Section 5(a)(vii)(1)
      through (9) of the ISDA Master Agreement with respect to that
      Issuer.”
		 
			(ii)     	Section
      12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing
      “either party may elect” with “Dealer may elect” and (2) replacing “notice
      to the other party” with “notice to Counterparty” in the first sentence of
      such section.
		 
		(j)	Setoff. In
      addition to and without limiting any rights of set-off that a party hereto
      may have as a matter of law, pursuant to contract or otherwise, upon the
      occurrence of an Early Termination Date, Dealer (and only Dealer) shall
      have the right to set off any obligation that it may have to Counterparty
      under this Confirmation, including without limitation any obligation to
      make any payment of cash or delivery of Shares to Counterparty, against
      any obligation Counterparty may have to Dealer under any other agreement
      between Dealer and Counterparty relating to Shares (each such contract or
      agreement, a “Separate
      Agreement”), including
      without limitation any obligation to make a payment of cash or a delivery
      of Shares or any other property or securities. For this purpose, Dealer shall be entitled to convert any
      obligation (or the relevant portion of such obligation) denominated in one
      currency into another currency at the rate of exchange at which it would
      be able to purchase the relevant amount of such currency, and to convert
      any obligation to deliver any non-cash property into an obligation to
      deliver cash in an amount calculated by reference to the market value of
      such property as of the Early Termination Date, as determined by the
      Calculation Agent in its sole discretion; provided that in the case of a set-off of any
      obligation to release or deliver assets against any right to receive
      fungible assets, such obligation and right shall be set off in kind and;
      provided further
      that in determining the
      value of any obligation to deliver Shares, the value at any time of such
      obligation shall be determined by reference to the market value of the
      Shares at such time, as determined in good faith by the Calculation Agent.
      If an obligation is unascertained at the time of any such set-off, the
      Calculation Agent may in good faith estimate the amount or value of such
      obligation, in which case set-off will be effected in respect of that
      estimate, and the relevant party shall account to the other party at the
      time such obligation or right is ascertained. For the avoidance of doubt
      and notwithstanding anything to the contrary provided in this Section
      9(j), in the event of bankruptcy or liquidation of either Counterparty or
      Dealer neither party shall have the right to set off any obligation that
      it may have to the other party under the Transaction against any
      obligation such other party may have to it, whether arising under the
      Agreement, this Confirmation or any other agreement between the parties
      hereto, by operation of law or otherwise.
		 
		(k)	Alternative Calculations and Payment on Early Termination and on
      Certain Extraordinary Events. If (a) an Early Termination Date (whether as a result of an Event
      of Default or a Termination Event) occurs or is designated with respect to
      the Transaction or (b) the Transaction is cancelled or terminated upon the
      occurrence of an Extraordinary Event (except as a result of (i) a
      Nationalization, Insolvency or Merger Event in which the consideration to
      be paid to holders of Shares consists solely of cash, (ii) a Merger Event
      or Tender Offer that is within Counterparty’s control, or (iii) an Event
      of Default in which Counterparty is the Defaulting Party or a Termination
      Event in which Counterparty is the Affected Party other than an Event of
      Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or
      (viii) of the Agreement or a Termination Event of the type described in
      Section 5(b) of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), and if Dealer would owe any amount
      to Counterparty


19







	     	          	pursuant to Section 6(d)(ii) of the Agreement or any
      Cancellation Amount pursuant to Article 12 of the Equity Definitions (any
      such amount, a “Payment
      Obligation”), then Dealer
      shall satisfy the Payment Obligation by the Share Termination Alternative
      (as defined below), unless (a) Counterparty gives irrevocable telephonic
      notice to Dealer, confirmed in writing within one Scheduled Trading Day,
      no later than 12:00 p.m. (New York City time) on the Merger Date, Tender
      Offer Date, Announcement Date (in the case of a Nationalization,
      Insolvency or Delisting), Early Termination Date or date of cancellation,
      as applicable, of its election that the Share Termination Alternative
      shall not apply, (b) Counterparty remakes the representation set forth in
      Section 8(f) as of the date of such election and (c) Dealer agrees, in its
      sole discretion, to such election, in which case the provisions of Section
      12.7 or Section 12.9 of the Equity Definitions, or the provisions of
      Section 6(d)(ii) of the Agreement, as the case may be, shall
    apply.



	             	
      Share Termination
      Alternative: 
	
      If applicable, Dealer
      shall deliver to Counterparty the Share Termination Delivery Property on,
      or within a commercially reasonable period of time after, the date when
      the relevant Payment Obligation would otherwise be due pursuant to Section
      12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e) of the
      Agreement, as applicable, in satisfaction of such Payment Obligation in
      the manner reasonably requested by Counterparty free of payment.
      

		 	 
		
      Share Termination
      Delivery Property:
	
      A number of Share
      Termination Delivery Units, as calculated by the Calculation Agent, equal
      to the Payment Obligation divided by the Share Termination Unit Price. The
      Calculation Agent shall adjust the Share Termination Delivery Property by
      replacing any fractional portion of a security therein with an amount of
      cash equal to the value of such fractional security based on the values
      used to calculate the Share Termination Unit Price. 

		  	
		
      Share Termination
      Unit Price:
	
      The value of property
      contained in one Share Termination Delivery Unit, as determined by the
      Calculation Agent in its discretion by commercially reasonable means and
      notified by the Calculation Agent to Dealer at the time of notification of
      the Payment Obligation. For the avoidance of doubt, the parties agree that
      in determining the Share Termination Delivery Unit Price the Calculation
      Agent may consider the purchase price paid in connection with the purchase
      of Share Termination Delivery Property, to the extent such Share Termination Delivery Property was purchased in a
      commercially reasonable manner. 

		  	
		
      Share Termination
      Delivery Unit:
	
      One Share or, if the
      Shares have changed into cash or any other property or the right to
      receive cash or any other property as the result of a Nationalization,
      Insolvency or Merger Event (any such cash or other property, the
      “Exchange
      Property”), a unit
      consisting of the type and amount of such Exchange Property received by a
      holder of one Share (without consideration of any requirement to pay cash
      or other consideration in lieu of fractional amounts of any securities) in
      such Nationalization, Insolvency or Merger Event, as determined by the
      Calculation Agent. 



20







	              	
      Failure to
      Deliver:
	
      Applicable
    

		 	
		
      Other applicable
      provisions:
	
      If Share Termination
      Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11
      (as modified above) of the Equity Definitions and the provisions set forth
      opposite the caption “Representation and Agreement” in Section 2 will be
      applicable, except that all references in such provisions to
      “Physically-settled” shall be read as references to “Share Termination
      Settled” and all references to “Shares” shall be read as references to
      “Share Termination Delivery Units”. “Share Termination Settled” in
      relation to the Transaction means that the Share Termination Alternative
      is applicable to the Transaction. 




	     	(l)	Waiver of Jury
      Trial. Each party
      waives, to the fullest extent permitted by applicable law, any right it
      may have to a trial by jury in respect of any suit, action or proceeding
      relating to the Transaction. Each party (i) certifies that no
      representative, agent or attorney of the other party has represented,
      expressly or otherwise, that such other party would not, in the event of
      such a suit, action or proceeding, seek to enforce the foregoing waiver
      and (ii) acknowledges that it and the other party have been induced to
      enter into the Transaction, as applicable, by, among other things, the
      mutual waivers and certifications provided herein.
		 
		(m)      	Registration.
      Counterparty hereby agrees that if, in the good faith reasonable judgment
      of Dealer, based on the advice of counsel, the Shares (“Hedge Shares”) acquired by Dealer for the purpose
      effecting a commercially reasonable hedge of its obligations pursuant to
      the Transaction cannot be sold in the public market by Dealer without
      registration under the Securities Act, Counterparty shall, at its
      election, either (i) in order to allow Dealer to sell the Hedge Shares in
      a registered offering, make available to Dealer an effective registration
      statement under the Securities Act and enter into an agreement, in form
      and substance reasonably satisfactory to Dealer, substantially in the form
      of an underwriting agreement for a registered secondary offering of
      substantially similar size; provided,
      however, that if Dealer, in its sole reasonable
      discretion, is not satisfied with access to due diligence materials, the
      results of its due diligence investigation, or the procedures and
      documentation for the registered offering referred to above, then clause
      (ii) or clause (iii) of this paragraph shall apply at the election of
      Counterparty, (ii) in order to allow Dealer to sell the Hedge Shares in a
      private placement, enter into a private placement agreement substantially
      similar to private placement purchase agreements customary for private
      placements of equity securities of similar size, in form and substance
      reasonably satisfactory to Dealer (in which case, the Calculation Agent
      shall make any adjustments to the terms of the Transaction that are
      necessary, in its reasonable judgment, to compensate Dealer for any
      discount from the public market price of the Shares incurred on the sale
      of Hedge Shares in a private placement), or (iii) purchase the Hedge
      Shares from Dealer at the Relevant Price on such Exchange Business Days,
      and in the amounts, requested by Dealer.
		 
		(n)      	Tax Disclosure.
      Effective from the date of commencement of discussions concerning the
      Transaction, Counterparty and each of its employees, representatives, or
      other agents may disclose to any and all persons, without limitation of
      any kind, the tax treatment and tax structure of the Transaction and all
      materials of any kind (including opinions or other tax analyses) that are
      provided to Counterparty relating to such tax treatment and tax
      structure.


21







	     	(o)     	Right to Extend.
      Dealer may postpone or add, in whole or in part, any Valid Day or Valid
      Days during the Settlement Averaging Period or any other date of
      valuation, payment or delivery by Dealer, with respect to some or all of
      the Options hereunder, to the extent Dealer reasonably determines, based
      on advice of counsel in the case of the immediately following clause (ii),
      that such action is reasonably necessary or appropriate to (i) preserve
      Dealer’s commercially reasonable hedging or hedge unwind activity
      hereunder in light of existing liquidity conditions (but only in the case
      of a material decrease in liquidity relative to Dealer’s expectations as
      of the Trade Date) or (ii) to enable Dealer to effect purchases of Shares
      in connection with its hedging, hedge unwind or settlement activity
      hereunder in a manner that would, if Dealer were Counterparty or an
      affiliated purchaser of Counterparty, be in compliance with applicable
      legal, regulatory or self-regulatory requirements, or with related
      policies and procedures applicable to Dealer.
		 
		(p)	Status of Claims in Bankruptcy. Dealer acknowledges and agrees that this
      Confirmation is not intended to convey to Dealer rights against
      Counterparty with respect to the Transaction that are senior to the claims
      of common stockholders of Counterparty in any United States bankruptcy
      proceedings of Counterparty; provided that
      nothing herein shall limit or shall be deemed to limit Dealer’s right to
      pursue remedies in the event of a breach by Counterparty of its
      obligations and agreements with respect to the Transaction;
      provided, further, that
      nothing herein shall limit or shall be deemed to limit Dealer’s rights in
      respect of any transactions other than the Transaction.
		 
		(q)	Securities Contract; Swap Agreement. The parties hereto intend for (i) the
      Transaction to be a “securities contract” and a “swap agreement” as
      defined in the Bankruptcy Code (Title 11 of the United States Code) (the
      “Bankruptcy
      Code”), and the parties
      hereto to be entitled to the protections afforded by, among other
      Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of
      the Bankruptcy Code, (ii) a party’s right to liquidate the Transaction and
      to exercise any other remedies upon the occurrence of any Event of Default
      under the Agreement with respect to the other party to constitute a
      “contractual right” as described in the Bankruptcy Code, and (iii) each
      payment and delivery of cash, securities or other property hereunder to
      constitute a “margin payment” or “settlement payment” and a “transfer” as
      defined in the Bankruptcy Code.
		 
		(r)	Notice of Certain Other Events. Counterparty covenants and agrees
      that:
		 
			(i)	promptly
      following the public announcement of the results of any election by the
      holders of Shares with respect to the consideration due upon consummation
      of any Merger Event, Counterparty shall give Dealer written notice of (x)
      the weighted average of the types and amounts of consideration that
      holders of Shares have elected to receive upon consummation of such Merger
      Event or (y) if no holders of Shares affirmatively make such election, the
      types and amounts of consideration actually received by holders of Shares
      (the date of such notification, the “Consideration Notification
      Date”); provided that in no event shall the Consideration
      Notification Date be later than the date on which such Merger Event is
      consummated; and
		 
			(ii)      	promptly
      following any adjustment to the terms of the Convertible Notes as set
      forth in the Indenture in connection with any Potential Adjustment Event,
      Merger Event or Tender Offer, Counterparty shall give Dealer written
      notice of the details of such adjustment.
		 
		(s)	Wall Street Transparency and Accountability Act. In connection with Section 739 of the Wall
      Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or
      any regulation under the WSTAA, nor any requirement under WSTAA or an
      amendment made by WSTAA, shall limit or otherwise impair either party’s
      otherwise applicable rights to terminate, renegotiate, modify, amend or
      supplement this Confirmation or the Agreement, as applicable, arising from
      a termination event, force majeure, illegality, increased costs,
      regulatory change or similar event under this Confirmation, the Equity
      Definitions incorporated herein, or the Agreement (including, but not
      limited to, rights arising from Change in Law, Hedging Disruption,
      Increased Cost of Hedging, an Excess Ownership Position, or Illegality (as
      defined in the Agreement)).


22







	     	(t)	Agreements and Acknowledgements Regarding
      Hedging. Counterparty
      understands, acknowledges and agrees that: (A) at any time on and prior to
      the Expiration Date, Dealer and its affiliates may buy or sell Shares or
      other securities or buy or sell options or futures contracts or enter into
      swaps or other derivative securities in order to adjust its hedge position
      with respect to the Transaction; (B) Dealer and
      its affiliates also may be active in the market for Shares other than in
      connection with hedging activities in relation to the Transaction; (C) Dealer
      shall make its own determination as to whether, when or in what manner any
      hedging or market activities in securities of Issuer shall be conducted
      and shall do so in a manner that it deems appropriate to hedge its price
      and market risk with respect to the Relevant Prices; and (D) any market
      activities of Dealer and its affiliates with respect to Shares may affect
      the market price and volatility of Shares, as well as the Relevant Prices,
      each in a manner that may be adverse to Counterparty.
		 
		(u)	Early Unwind.
      In the event the sale of
      the “Option Securities” (as defined in the Purchase Agreement) is not
      consummated with the Initial Purchasers for any reason, or Counterparty
      fails to deliver to Dealer opinions of counsel as required pursuant to
      Section 9(a), in each case by 5:00 p.m. (New York City time) on the
      Premium Payment Date, or such later date as agreed upon by the parties
      (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically
      terminate (the “Early
      Unwind”) on the Early
      Unwind Date and (i) the Transaction and all of the respective rights and
      obligations of Dealer and Counterparty under the Transaction shall be
      cancelled and terminated and (ii) each party shall be released and
      discharged by the other party from and agrees not to make any claim
      against the other party with respect to any obligations or liabilities of
      the other party arising out of and to be performed in connection with the
      Transaction either prior to or after the Early Unwind Date. Each of Dealer
      and Counterparty represents and acknowledges to the other that, upon an
      Early Unwind, all obligations with respect to the Transaction shall be
      deemed fully and finally discharged.
		 
		(v)	Tax Matters. For
      purpose of Sections 4(a)(i) and (ii) of the Agreement, (i) Counterparty
      agrees to deliver to Dealer one duly executed and completed United States
      Internal Revenue Service Form W-9 (or successor thereto) and (ii) Dealer
      agrees to deliver to Counterparty one duly executed and completed United
      States Internal Revenue Form W-8 or Form W-9, as applicable.
		 
		(w)     	Payment by Counterparty. In the event that, following payment of the Premium, (i) an Early
      Termination Date occurs or is designated with respect to the Transaction
      as a result of a Termination Event or an Event of Default (other than an
      Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the
      Agreement) and, as a result, Counterparty owes to Dealer an amount
      calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes
      to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity
      Definitions, an amount calculated under Section 12.8 of the Equity
      Definitions, such amount shall be deemed to be zero.
		 
		(x)     	Method of Delivery. Whenever delivery of funds or other assets is required hereunder by or to Counterparty, such delivery shall be effected through Agent. In addition, all notices, demands and communications of any kind relating to the Transaction between Dealer and Counterparty shall be transmitted exclusively through Agent.
		 
		(y)	Transaction Reporting – Consent for Disclosure of
      Information.
      Notwithstanding anything to the contrary in this Confirmation or any
      non-disclosure, confidentiality or other agreements entered into between
      the parties from time to time, each party hereby consents to the
      Disclosure of information (the “Reporting Consent”):
		 
			(i)     	to the
      extent required by, or required in order to comply with, any applicable
      law, rule or regulation which mandates Disclosure of transaction and
      similar information or to the extent required by, or required in order to
      comply with, any order, request or directive regarding Disclosure of
      transaction and similar information issued by any relevant authority or
      body or agency having competent jurisdiction over a party hereto
      (“Reporting
      Requirements”);
      or


23








	     		(ii)	to and
      between the other party’s head office, branches or affiliates; or to any
      trade data repository or any systems or services operated by any trade
      repository or Market, in each case, in connection with such Reporting
      Requirements.
		 
			“Disclosure” means
      disclosure, reporting, retention, or any action similar or analogous to
      any of the aforementioned.
		 
		Disclosures made pursuant to this Reporting Consent may include,
      without limitation, Disclosure of information relating to disputes over
      transactions between the parties, a party’s identity, and certain
      transaction and pricing data and may result in such information becoming
      available to the public or recipients in a jurisdiction which may have a
      different level of protection for personal data from that of the relevant
      party’s home jurisdiction.
		 
			This Reporting Consent shall be deemed to constitute an agreement
      between the parties with respect to Disclosure in general and shall
      survive the termination of the Transaction. No amendment to or termination
      of this Reporting Consent shall be effective unless such amendment or
      termination is made in writing between the parties and specifically refers
      to this Reporting Consent.
		 
		(z)     	2013 EMIR Portfolio Reconciliation, Dispute Resolution and
      Disclosure Protocol.
      The parties agree that the terms of the 2013 EMIR Portfolio
      Reconciliation, Dispute Resolution and Disclosure Protocol published by
      ISDA on July 19, 2013 (“Protocol”) apply to
      the Agreement as if the parties had adhered to the Protocol without
      amendment. In respect of the Attachment to the Protocol, (i) the
      definition of “Adherence Letter” shall be deemed to be deleted and
      references to “Adherence Letter” shall be deemed to be to this section
      (and references to “such party’s Adherence Letter” and “its Adherence
      Letter” shall be read accordingly), (ii) references to “adheres to the
      Protocol” shall be deemed to be “enters into the Agreement”, (iii)
      references to “Protocol Covered Agreement” shall be deemed to be
      references to the Agreement (and each “Protocol Covered Agreement” shall
      be read accordingly), and (iv) references to “Implementation Date” shall
      be deemed to be references to the date of this Confirmation. For the
      purposes of this section:
		 
			(i)	Dealer is
      a Portfolio Data Sending Entity and Counterparty is a Portfolio Data
      Receiving Entity;
		 
			(ii)	Dealer and
      Counterparty may use a Third Party Service Provider, and each of Dealer
      and Counterparty consents to such use including the communication of the
      relevant data in relation to Dealer and Counterparty to such Third Party
      Service Provider for the purposes of the reconciliation services provided
      by such entity;
		 
			(iii)	The Local
      Business Days for such purposes in relation to Dealer are New York, and in
      relation to Counterparty are New York;
		 
			(iv)     	The
      following are the applicable addresses:



	             	Portfolio Data:	Dealer: [_______]
		 
			Counterparty:	
		 
			[_______]	
	 		Attention:	[_______]
			Telephone
      No.:     	[_______]
			Facsimile No.:	[_______]
		 
		Notice of
      discrepancy:        	Dealer:
  [_______]



24







	                        		Counterparty:	
		 
			CalAmp Corp.	
			[_______]	
			Attention:	[_______]
			Telephone No.:      	[_______]
			Facsimile No.:	[_______]
		 
		Dispute
      Notice:             	Dealer: [_______]
	 	 
			Counterparty:	
		 
	 	 	CalAmp Corp.	
			[_______]	
			Attention:	[_______]
			Telephone No.:	[_______]
			Facsimile No.:	[_______]



	             	(aa)      	NFC
      Representation Protocol. The parties agree that the provisions set out in the Attachment
      to the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on
      March 8, 2013 (the “NFC
      Representation Protocol”)
      shall apply to the Agreement as if each party were an Adhering Party under
      the terms of the NFC Representation Protocol. In respect of the Attachment
      to the Protocol, (i) the definition of “Adherence Letter” shall be deemed
      to be deleted and references to “Adherence Letter” shall be deemed to be
      to this section (and references to “the relevant Adherence Letter” and
      “its Adherence Letter” shall be read accordingly), (ii) references to
      “adheres to the Protocol” shall be deemed to be “enters into the
      Agreement”, (iii) references to “Covered Master Agreement” shall be deemed
      to be references to the Agreement (and each “Covered Master Agreement”
      shall be read accordingly), and (iv) references to “Implementation Date”
      shall be deemed to be references to the date of this Confirmation.
      Counterparty confirms that it enters into the Agreement as a party making
      the NFC Representation (as such term is defined in the NFC Representation
      Protocol). Counterparty shall promptly notify Dealer of any change to its
      status as a party making the NFC
Representation.


25







Please confirm that the foregoing correctly sets forth
the terms of our agreement by executing this Confirmation and returning it to
Dealer.


	Very truly yours,
	           	 
		  
		Barclays Capital Inc.,
	 	acting solely as Agent with the
      Transaction
		 
		 
		By:  	 
		Authorized Signatory
		Name:




	Accepted and confirmed
	as
      of the Trade Date:
	 
	CalAmp Corp.
	 
	 
	By:   	 
	Authorized Signatory
	Name: