Exhibit 10.10

		     	
			 
	Twelfth Amendment
to Loan Documents
	 		
	Borrowers:		CalAmp Corp., a Delaware corporation
			CalAmp Wireless Networks Corporation, a Delaware
      corporation
			LoJack Corporation, a Massachusetts
  Corporation
	 		
	Address:		1401 N. Rice Avenue
			Oxnard, California 93030
	 		
	Date:		February 27, 2017



THIS TWELFTH AMENDMENT
TO LOAN DOCUMENTS (this
“Amendment”) is entered into between PACIFIC WESTERN BANK (“Lender”) and the
borrowers named above (jointly and severally, the “Borrower”). 

The Parties agree to amend
the Loan and Security Agreement between Borrower and Lender (as successor in
interest by merger to Square 1 Bank), dated December 22, 2009 (as amended, the
“Loan Agreement”), as follows, effective as of the date hereof. (Capitalized
terms used but not defined in this Amendment, shall have the meanings set forth
in the Loan Agreement.) 

1. New Maturity Date.
Section 4 of the Schedule to the
Loan Agreement is amended to read as follows:

4. Maturity Date
(Section 6.1): June 1, 2017.


2. Modified Outside Bank
Account Cap. Section 8(c-1) of
the Schedule to Loan and Security Agreement, that presently reads as
follows:

(c-1) Outside Bank Account
Cap. As used herein, the “Outside Bank Account Cap” means: 

(1) $22,500,000 during any
fiscal month of Borrower if, at the end of the prior fiscal month, the total of
Borrower’s “SQ1 Cash” (as defined below), plus Borrower’s “Excess Availability”
(as defined below) was greater than $4,000,000; and 

(2) $500,000 during any
fiscal month if, at the end of the prior fiscal month, the total of Borrower’s
SQ1 Cash, plus Borrower’s Excess Availability was equal to or less than
$4,000,000. 







	Pacific Western Bank	Twelfth Amendment to Loan
      Documents     



is replaced with the
following:

(c-1) Outside Bank Account
Cap. As used herein, the “Outside Bank Account Cap” means: 

(1) $30,000,000 during any
fiscal month of Borrower if, at the end of the prior fiscal month, the total of
Borrower’s “SQ1 Cash” (as defined below), plus Borrower’s “Excess Availability”
(as defined below) was greater than $4,000,000; and 

(2) $500,000 during any
fiscal month if, at the end of the prior fiscal month, the total of Borrower’s
SQ1 Cash, plus Borrower’s Excess Availability was equal to or less than
$4,000,000. 

The definitions of
“Borrower’s SQ1 Cash” and “Excess Availability” immediately following Section
8(c-1) continue unchanged.

3. Fee. [Omitted]. 

4. Representations True.
Borrower represents and warrants
to Lender that all representations and warranties set forth in the Loan
Agreement, as amended hereby, are true and correct.

5. No Waiver.
Nothing herein constitutes a
waiver of any default or Event of Default under the Loan
Agreement or any other Loan Documents, whether or not known to
Lender.

6. General Release.
In consideration for Lender
entering into this Amendment, Borrower hereby irrevocably
releases and forever discharges Lender, and its successors, assigns, agents,
shareholders, directors, officers, employees, agents, attorneys, parent
corporations, subsidiary corporations, affiliated corporations, affiliates,
participants, and each of them (collectively, the “Releasees”), from any and all
claims, debts, liabilities, demands, obligations, costs, expenses, actions and
causes of action, of every nature and description, known and unknown, which
Borrower now has or at any time may hold, by reason of any matter, cause or
thing occurred, done, omitted or suffered to be done prior to the date of this
Amendment (collectively, the “Released Claims”). Borrower hereby irrevocably
waives the benefits of any and all statutes and rules of law to the extent the
same provide in substance that a general release does not extend to claims which
the creditor does not know or suspect to exist in its favor at the time of
executing the release and, without limiting the foregoing, and without limiting
the stipulation to governing law in Section 9.19, Borrower irrevocably waives
any benefits it may have under California Civil Code Section 1542 which
provides: “A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or her
settlement with the debtor.” Borrower represents and warrants that it has not
assigned to any other Person any Released Claim, and agrees to indemnify Lender
against any and all actions, demands, obligations, causes of action, decrees,
awards, claims, liabilities, losses and costs, including but not limited to
reasonable attorneys’ fees of counsel of Lender’s choice and costs, which Lender may sustain or incur as a result of a
breach or purported breach of the foregoing representation and warranty.








	Pacific Western Bank	Twelfth Amendment to Loan
      Documents     



7. Governing Law;
Jurisdiction; Venue. This
Amendment and all acts, transactions, disputes and controversies arising
hereunder or relating hereto, and all rights and obligations of the parties
shall be governed by, and construed in accordance with, the internal laws (and
not the conflict of laws rules) of the State of California. All disputes,
controversies, claims, actions and other proceedings involving, directly or
indirectly, any matter in any way arising out of, related to, or connected with,
this Amendment or the relationship between Borrower and Lender, and any and all
other claims of Borrower against Lender of any kind, shall be brought only in a
court located in Los Angeles County, California, and each party consents to the
jurisdiction of any such court and the referee referred to in Section 9.20 of
the Loan Agreement, and waives any and all rights the party may have to object
to the jurisdiction of any such court, or to transfer or change the venue of any
such action or proceeding, including, without limitation, any objection to venue
or request for change in venue based on the doctrine of forum non conveniens;
provided that, notwithstanding the foregoing, nothing herein shall limit the
right of Lender to bring proceedings against Borrower in the courts of any other
jurisdiction. Borrower consents to service of process in any action or
proceeding brought against it by Lender, by personal delivery, or by mail
addressed as set forth in the Loan Agreement or by any other method permitted by
law. 

8. Dispute Resolution.
The provisions of Section 9.20 of
the Loan Agreement relating to dispute resolution shall apply to this Amendment,
and the terms thereof are incorporated herein by this reference.

9. General Provisions.
This Amendment, the Loan
Agreement, any prior written amendments to the Loan Agreement signed by Lender
and Borrower, and the other written documents and agreements between Lender and
Borrower set forth in full all of the representations and agreements of the
parties with respect to the subject matter hereof and supersede all prior
discussions, representations, agreements and understandings between the parties
with respect to the subject hereof. Except as herein expressly amended, all of
the terms and provisions of the Loan Agreement, and all other documents and
agreements between Lender and Borrower shall continue in full force and effect
and the same are hereby ratified and confirmed.

10. Mutual Waiver of
Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY
IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER
CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR
CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AMENDMENT OR
ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
BY THIS AMENDMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE
DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR
BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY
REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE
SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AMENDMENT, AND ALL
OTHER TERMS AND PROVISIONS OF THIS AMENDMENT SHALL BE UNAFFECTED BY THE SAME AND
CONTINUE IN FULL FORCE AND EFFECT. 

[Signatures on Next Page]





 




	Pacific Western
      Bank	Twelfth Amendment to
      Loan Documents     



	Borrower:	 	Bank:
	 		
	CALAMP
      CORP.		PACIFIC WESTERN
      BANK
	 
	By	     /s/ Richard Vitelle	 	By	     /s/ Mark Salem
	Title	     EVP & CFO		     Title	     SVP




	Borrower:
	 
	CALAMP WIRELESS
      NETWORKS
	CORPORATION
	 
	 
	By	     /s/ Richard Vitelle
	Title	     Treasurer





	Borrower:
	 
	LOJACK
      CORPORATION
	 
	 
	By	     /s/ Richard Vitelle
	Title	     Treasurer




[Signature Page to Twelfth
Amendment to Loan Documents]