Exhibit 10.3

SECOND AMENDMENT TO
LEASE
(EXTENSION) 

This Second Amendment to Lease
(the "Agreement") is entered into as of November 5, 2015, by and between PR 1401
RICE, LLC, a Delaware limited liability company (successor
in interest to Sunbelt Enterprises) ("Landlord") and CALAMP CORP., a Delaware
corporation ("Tenant") with respect to the following facts and circumstances:


A. Landlord and Tenant are
parties to that certain Standard Industrial/Commercial Single-Tenant Lease – Net
dated March 31, 2003, as amended by an Addendum to Lease dated June 10, 2003
("Addendum"), and a First Amendment to Lease dated December 20, 2010 (the
"Original Lease") of certain premises (the "Premises") commonly known as 1401
Rice Ave., Oxnard, California, and more particularly described in the Original
Lease. Capitalized terms used and not otherwise defined herein shall have the
meanings given those terms in the Original Lease. Effective as of the date
hereof, all references to the "Lease" shall refer to the Original Lease, as
amended by the Addendum, and this Agreement. 

B. Landlord and Tenant desire
to amend the Original Lease to extend its term and to make other modifications
on the terms and conditions provided herein. 

IT IS, THEREFORE, agreed as
follows: 

1. The
Original Lease Expiration Date is hereby changed to June 30, 2017 (the "Second New Expiration Date").
The period from July 1, 2016 (the "Second Extension Commencement Date") to the
Second New Expiration Date is referred to herein as the "Second Extension Term."


2. Commencing on the Second Extension Commencement Date and throughout the Second Extension Term, Tenant shall pay to Landlord
monthly Base Rent in the amount of $50,961.14. 

3. Tenant
is in possession of the Premises and will accept the same, as of the
commencement of the Second Extension Term in its "as is" condition, without any
agreements, representations, understandings or obligations on the part of
Landlord to (i) perform any alterations, additions, repairs or improvements
therein, (ii) fund or otherwise pay for any alterations, additions, repairs or
improvements thereto, or (iii) grant Tenant any free rent, concessions, credits
or contributions of money with respect to the Premises, except as may be
expressly provided otherwise in this Agreement, and except for any obligations
of Landlord to maintain or repair the Premises as set forth in the Original
Lease.

4. Except
as otherwise provided in this Agreement, all of the terms and conditions of the
Original Lease shall continue to apply during the Second Extension Term.


5. Landlord hereby represents and warrants to Tenant that it has dealt with
no broker, finder or similar person in connection with this Agreement, and
Tenant hereby represents and warrants to Landlord that it has dealt with no
broker, finder or similar person in connection with this Agreement, other than
Unire Real Estate Group, Inc., ("Landlord's Broker") and Cresa Los Angeles
("Tenant's Broker"). Landlord and Tenant shall each defend, indemnify and hold
the other harmless with respect to all claims, causes of action, liabilities,
losses, costs and expenses (including without limitation attorneys' fees) with
respect to any leasing commission or equivalent compensation alleged to be owing
on account of the indemnifying party's dealings with any real estate broker,
agent, finder or similar person other than Landlord's Broker and Tenant's
Broker. The commission with respect to this Agreement shall be paid to
Landlord's Broker by Landlord pursuant to a separate agreement. Landlord's
Broker will pay Tenant's Broker a commission pursuant to a separate agreement.
Nothing in this Agreement shall impose any obligation on Landlord to pay a
commission or fee to any party other than Landlord's Broker.







6. As
additional consideration for this Agreement, Tenant hereby certifies that:


(a) Tenant
is in possession of the Premises. 

(b) To
Tenant's Knowledge, ("Knowledge" means Tenant's actual knowledge without any
independent investigation and without constructive or imputed knowledge), there
are no uncured defaults on the part of Landlord or Tenant under the Original
Lease. 

(c) All of
Landlord's obligations with respect to construction of tenant improvements in
the Premises and payment of Tenant improvement allowances have been satisfied.


(d) To
Tenant's Knowledge, there are no existing offsets or defenses which Tenant has
against the enforcement of the Original Lease (as amended hereby) by Landlord.


7. Except
as specifically provided herein, the terms and conditions of the Original
Lease as amended hereby are confirmed
and continue in full force and effect. This Agreement shall be binding on the
heirs, administrators, successors and assigns (as the case may be) of the
parties hereto. This Agreement sets forth the entire agreement between the
parties with respect to the matters set forth herein. There have been no
additional oral or written representations or agreements. Tenant, except as
required by law, by any court, or by reason of a party's status as a company
required to file periodic quarterly and audited annual financials with the
United States Securities and Exchange Commission or a similar entity, agrees
that neither Tenant nor its agents or any other parties acting on behalf of
Tenant shall disclose any matters set forth in this Agreement or disseminate or
distribute any information concerning the terms, details or conditions hereof to
any person, firm or entity (except for Tenant's disclosure to Tenant's
attorneys, accountants or consultants which shall not require Landlord's
consent) without obtaining the express written consent of Landlord. In the case
of any inconsistency between the provisions of the Original Lease and this
Agreement, the provisions of this Agreement shall govern and control. Submission
of this Agreement by Landlord is not an offer to enter into this Agreement but
rather is a solicitation for such an offer by Tenant. Landlord and Tenant shall
not be bound by this Agreement until Landlord and Tenant have executed and
delivered the same to each other. Time is of the essence of this Agreement and
the provisions contained herein. 







8. As an
inducement to Landlord to enter into this Agreement, Tenant hereby represents
and warrants that: (i) Tenant is not, nor is it owned or controlled directly or
indirectly by, any person, group, entity or nation named on any list issued by
the Office of Foreign Assets Control of the United States Department of the
Treasury pursuant to Executive Order 13224 or any similar list or any law,
order, rule or regulation or any Executive Order of the President of the United
States as a terrorist, "Specially Designated National and Blocked Person" or
other banned or blocked person (any such person, group, entity or nation being
hereinafter referred to as a "Prohibited Person"); (ii) Tenant is not (nor is it
owned or controlled, directly or indirectly, by any person, group, entity or
nation which is) acting directly or indirectly for or on behalf of any
Prohibited Person; and (iii) neither Tenant (nor any person, group, entity or
nation which owns or controls Tenant, directly or indirectly) has conducted or
will conduct business or has engaged or will engage in any transaction or
dealing with any Prohibited Person, including without limitation any assignment
of this Lease or any subletting of all or any portion of the Premises or the
making or receiving of any contribution of funds, goods or services to or for
the benefit of a Prohibited Person. Tenant covenants and agrees (a) to comply
with all requirements of law relating to money laundering, anti-terrorism, trade
embargos and economic sanctions, now or hereafter in effect, (b) to immediately
notify Landlord in writing if any of the representations, warranties or
covenants set forth in this Section are no longer true or have been breached or
if Tenant has a reasonable basis to believe that they may no longer be true or
have been breached, (c) not to use funds from any Prohibited Person to make any
payment due to Landlord under the Lease and (d) at the request of Landlord, to
provide such information as may be requested by Landlord to determine Tenant's
compliance with the terms hereof. Any breach by Tenant of the foregoing
representations and warranties shall be deemed a default by Tenant under this
Lease and shall be covered by the indemnity provisions of Section 8.7 of the Original Lease. The representations and warranties contained in
this subsection shall be continuing in nature and shall survive the expiration
or earlier termination of this Lease. 

9. Tenant
hereby represents, warrants and covenants to Landlord that, as of the date
hereof and throughout the term of the Lease, it is not (i) an “employee benefit
plan” as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, (ii) a
“plan” as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the “Code”), that is subject to Section 4975 of the Code, or (iii) an
entity deemed to hold “plan assets” of any such employee benefit plan or plan.
In addition, Tenant represents, warrants and covenants to Landlord that it is
not a “governmental plan” as defined in Section 3(32) of ERISA and is not
subject to State statutes regulating investments of and fiduciary obligations
with respect to government plans which would be violated by the transactions
contemplated by the Lease. 

10. No
Rent or other payment in respect of the Premises shall be based in any way upon
net income or profits from the Premises. Tenant may not enter into or permit any
sublease or license or other agreement in connection with the Premises which
provides for a rental or other payment based on net income or profit.


11. Pursuant to California Civil Code Section 1938, Tenant is hereby notified
that, as of the date hereof, the Building has not undergone an inspection by a
Certified Access Specialist” and Landlord makes
no representations as to the compliance of the Premises or the Building with
accessibility standards.

12. If
Tenant is billed directly by a public utility with respect to Tenant's
electrical usage at the Premises, upon request by Landlord in writing from time
to time, Tenant shall provide monthly electrical utility usage for the Premises
to Landlord for the period of time requested by Landlord (in electronic or paper
format) or, at Landlord's option, provide any written authorization or other
documentation required for Landlord to request information regarding Tenant's
electricity usage with respect to the Premises directly from the applicable
utility company.







IN WITNESS WHEREOF, this
Agreement was executed as of the date first above written. 

		Landlord:	 	
				 
		PR 1401 RICE,
      LLC, a Delaware
      limited liability company
		 
			By:	PRISA LHC, LLC, a
      Delaware limited liability company, its sole member
				 
	 	 	By:	/s/ Pedro
Sanchez
					 
			Name:	Pedro Sanchez
				 
			Title: 
      	Vice President
		 		 
		Tenant:		
		 		 
		CALAMP CORP., a
      Delaware corporation
		 
		By:	                            /s/ Garo
  Sarkissian
			 
		Garo Sarkissian, Vice President
		[Printed Name and
      Title]
			 
		By:	                            /s/ Richard
  Vitelle
			 
		Richard Vitelle, Executive VP
      and CFO
		[Printed Name and
      Title]
		 
		
      If Tenant is a
      corporation, this instrument must be executed by the chairman of the
      board, the president or any vice president and the secretary, any
      assistant secretary, the chief financial officer or any assistant
      financial officer or any assistant treasurer of such corporation, unless
      the bylaws or a resolution of the board of directors shall otherwise
      provide, in which case the bylaws or a certified copy of the resolution,
      as the case may be, must be attached to this
  instrument.