Debt Subordination Agreement
Upon
Acceleration Event Only 

	Obligors:	     	CalAmp Wireless Networks
      Corporation,
	 		    a
      Delaware corporation
			CalAmp Corp., a Delaware
      corporation
	 
	Creditor:		Navman Wireless North
      America LP,
			    a
      Delaware limited partnership
	 
	Date:		May 7,
  2012



This Debt Subordination Agreement
Upon Acceleration Event Only is executed by
the above-named Creditor (the "Creditor") in favor of SQUARE 1 BANK (“Lender”),
whose address is 406 Blackwell Street, Suite 240, Durham, North Carolina 27701,
with respect to the above-named obligors (jointly and severally, "Obligor"). In
order to induce Lender to extend or continue to extend financing to the Obligor
(but without obligation on Lender’s part to do so), the Creditor hereby agrees
as follows: 

-1- 







     1.
Subordination of Debt. On and after the
occurrence of an Acceleration Event only (referred to herein as the
“Effective Date”), Creditor hereby subordinates payment by the Obligor of the
Subordinated Debt (as defined below) to the payment to Lender, in full in cash,
of all indebtedness, liabilities, guarantees and other obligations of the
Obligor to Lender, now existing or hereafter arising, including without
limitation any interest accruing after the commencement of any bankruptcy,
arrangement, or reorganization proceeding with respect to Obligor (whether or
not such interest is recoverable from the Obligor or allowable or provable in
any such proceeding), costs, expenses, penalties, indemnities, and reimbursement
obligations (collectively, the "Senior Debt"). Unless and until all of the
Senior Debt has been indefeasibly paid in full, in cash (after the passage of
any relevant preference period) and all obligations of the Lender to make loans
or extend other financial accommodations to the Obligor have terminated,
Creditor agrees not to do any of the following, directly or indirectly: ask for
or accept payment of all or any part of the Subordinated Debt, in cash or other
property or by set-off or in any other manner, demand, sue for, accelerate the
maturity of, or otherwise enforce any of the Subordinated Debt, enforce any
guaranty of any of the Subordinated Debt, take any security for any of the
Subordinated Debt, exercise any rights or remedies with respect to the
Subordinated Debt, judicially or non-judicially (including without limitation
the commencement of any bankruptcy or insolvency proceeding against the
Obligor), or attempt to do any of the foregoing. 

As used herein the term
“Subordinated Debt” shall mean the following on a collective basis: (a) the indebtedness
arising under that certain $4,000,000 Promissory Note dated on or about the date
hereof issued by CalAmp Wireless Networks Corporation as maker and Creditor as
payee (the “Note”) in connection with that certain Asset Purchase Agreement
dated as of May 7, 2012 by and between CalAmp Wireless Networks Corporation,
Creditor and Navman Wireless New Zealand (the “Purchase Agreement”); and (b) the
obligations and indebtedness under that certain Guaranty dated on or about the
date hereof by CalAmp Corp. in favor of Creditor.

As used herein the term
“Acceleration Event” shall have the meaning ascribed thereto as is set forth in the Purchase
Agreement, as such agreement is in effect as of the date hereof, including
without limitation upon the occurrence of the termination of the Supply
Agreement (as defined in the Purchase Agreement). 

Creditor acknowledges and agrees that
the term “Senior Debt” as used in the Purchase Agreement shall mean Senior Debt
as used herein. 

On and after the Effective Date only,
Creditor further agrees that upon any distribution of the assets or readjustment
of the indebtedness of the Obligor whether by reason of liquidation,
composition, bankruptcy, arrangement, receivership, assignment for the benefit
of creditors or any other action or proceeding involving the readjustment of all
or any of the Subordinated Debt, or the application of the assets of the Obligor
to the payment or liquidation thereof, Lender shall be entitled to receive
payment in full in cash of all of the Senior Debt prior to the payment of all or
any part of the Subordinated Debt, and in order to enable Lender to enforce its
rights hereunder in any such action or proceeding, On and after the Effective
Date only, Lender is hereby irrevocably authorized and empowered in its sole
discretion (but without any obligation on its part) to make and present for and
on behalf of Creditor such proofs of claim against the Obligor on account of the
Subordinated Debt as Lender may deem expedient or proper and to vote such proofs
of claim in any such proceeding and to receive and collect any and all dividends
or other payments or disbursements made thereon in whatever form the same may be
paid or issued and to apply same on account of the Senior Debt. On and after the
Effective Date only, Creditor further agrees to execute and deliver to Lender
such assignments or other instruments as may be required by Lender in order to
enable Lender to enforce any and all such claims and to collect any and all
dividends or other payments or disbursements which may be made at any time on
account of all and any of the Subordinated Debt. On and after the Effective Date
only, Creditor shall endorse all notes and other written evidence of the
Subordinated Debt with a statement that they are subordinated to the Senior Debt
pursuant to the terms of this agreement, in such form as Lender shall require,
and Creditor will exhibit the originals of such notes and other written evidence
of the Subordinated Debt to Lender so that Lender can confirm that such
endorsement has been made, but this Subordination Agreement shall be fully
effective, even if no such endorsement is made. On and after the Effective Date
only, any amounts received by Creditor contrary to the provisions of this
Section shall be held in trust by Creditor for the benefit of Lender and shall
forthwith be paid over to Lender to be applied to the Lender debt in such order
as Lender in its sole discretion shall determine, without limiting any other
right of Lender hereunder or otherwise and without otherwise affecting the
liability of Creditor. 







     2. Modifications to Senior Debt; Waivers.
Until Lender has received payment
in full of all Senior Debt, the Creditor agrees that, in addition to any other
rights that Lender may have at law or in equity, Lender may at any time, and
from time to time, without the Creditor’s consent and without notice to the
Creditor, renew, extend or increase any of the Senior Debt or that of any other
person at any time directly or indirectly liable for the payment of any Senior
Debt, accept partial payments of the Senior Debt, settle, release (by operation
of law or otherwise), compound, compromise, collect or liquidate any
of the Senior Debt, make loans or advances to the
Obligor secured in whole or in part by collateral or unsecured or refrain from
making any loans or advances to the Obligor, increase or decrease the amount of
the Senior Debt, or change, waive, alter or vary the interest charge on, or any
other terms or provisions of, the Senior Debt or any present or future
instrument, document or agreement between Lender and the Obligor or any other
person relating to Obligor, release, exchange, fail to perfect, delay the
perfection of, fail to resort to, or realize upon any collateral, and take any
other action or omit to take any other action with respect to the Senior Debt or
any collateral as Lender deems necessary or advisable in Lender’s sole
discretion. The Creditor waives any right to require Lender to marshal any
assets in favor of the Creditor or against or in payment of any or all of the
Senior Debt. Creditor further waives any defense arising by reason of any claim
or defense based upon an election of remedies by Lender which in any manner
impairs, affects, reduces, releases, destroys and/or extinguishes the Creditor's
subrogation rights, rights to proceed against the Obligor for reimbursement,
and/or any other rights of the Creditor. On and after the Effective Date only,
in addition to the waivers set forth in this Agreement, Creditor expressly
waives, to the extent permitted by North Carolina law, all of Creditor’s rights
under North Carolina General Statute Section 26-7 through 26-9, inclusive, and
any similar or subsequent laws. 

    
3. Notice of Default. On and after the Effective Date only, the Creditor shall give Lender
written notice of any default or event of default under any document, instrument
or agreement evidencing, or relating to any of the Subordinated Debt at the same
time such notice is given to the Obligor. 

    
4. No Commitment; Bankruptcy
Financing.
It is understood and agreed that this
Agreement shall in no way be construed as a commitment or agreement by Lender to
continue financing arrangements with the Obligor and that Lender may terminate
such arrangements at any time, in accordance with Lender’s agreements with the
Obligor. In the event of any financing of the Obligor by Lender during a
bankruptcy, arrangement, or reorganization of Obligor, the Creditor agrees that
the term "Senior Debt" shall include without limitation all indebtedness,
liabilities and obligations incurred in any such proceeding, and the Creditor
agrees to take such actions and execute such documents in such proceedings as
may be necessary in Lender’s good faith business judgment in order to effectuate
the foregoing. In the event of any bankruptcy, arrangement, or reorganization of
the Obligor, Creditor agrees to take all actions requested by Lender in good
faith to protect Lender’s interests and not to take any action which may, in
Lender’s judgment, adversely affect Lender’s rights or interests. Without
limiting the foregoing, Creditor shall not oppose or interfere with any
financing of Obligor by Lender in any bankruptcy or insolvency proceeding with
respect to the Obligor. 

    
5. No Contest; Modifications;
Refinancing.
Creditor agrees not to contest the
validity, perfection, priority or enforceability of the Senior Debt or Lender’s
security interest in any collateral. On and after the Effective Date only, until
Lender has received payment in full of all Senior Debt and all loan agreements
and other agreements providing for Senior Lender to provide loans or other
financial accommodations to Obligor have terminated, the Creditor agrees not to
modify any of the material terms of the Subordinated Debt (including without
limitation payment terms, interest rate, maturity date, fees, and financial
covenants), without Lender’s prior written consent. If Obligor wishes to
refinance any of the Senior Debt with a new lender, upon Lender’s request of
Creditor, Creditor will enter into a new subordination agreement with the new
lender on substantially the terms of this Agreement. 

    
6. Financial Condition of Obligor. The Creditor is presently informed of the financial condition
of the Obligor and of all other circumstances which a diligent inquiry would
reveal and which bear upon the risk of non-payment of the Senior Debt and the
Subordinated Debt. The Creditor covenants that it will continue to keep itself
informed as to the Obligor's financial condition and all other circumstances
which bear upon the risk of non-payment of the Senior Debt and the Subordinated
Debt. The Creditor waives any right to require Lender to disclose to it any
information which Lender may now or hereafter acquire concerning the
Obligor.

    
7. Representations. The Creditor represents and warrants to Lender as follows: (a) the
Creditor has duly executed and delivered this Agreement; (b) this Agreement is
the legal, valid, and binding obligation of the Creditor, enforceable against
the Creditor in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws affecting creditors' rights or insolvent corporations, generally;
and (c) the Subordinated Debt is not secured by any collateral or assets of any
kind and will not be so secured until all of the Senior Debt has been
indefeasibly paid in full, in cash (after the passage of any relevant preference
period) and all obligations of the Lender to make loans or extend other
financial accommodations to the Obligor have terminated. 

    
8. Revivor. If,
after payment of the Senior Debt, the Obligor thereafter becomes liable to
Lender on account of the Senior Debt, or any
payment made on the Senior Debt shall for any reason be returned by Lender, this
Agreement shall thereupon in all respects become effective with respect to such
subsequent or reinstated Senior Debt, without the necessity of any further act
or agreement between Lender and the Creditor.







     9.
Notices. All notices to be given under
this Agreement shall be in writing and shall be given either personally or by
reputable private delivery service or by regular first-class mail, or certified
mail return receipt requested, or by fax (and if by fax, sent concurrently by
one of the other methods provided herein), addressed to the parties at the
addresses shown in this Agreement, or at any other address designated in writing
by one party to the other party. All notices shall be deemed to have been given
upon delivery in the case of notices personally delivered, or at the expiration
of one business day following delivery to the private delivery service, or two
business days following the deposit thereof in the United States mail, with
postage prepaid or on the first business day of receipt during business hours in
the case of notices sent by fax. 

    
10. General. On
and after the Effective Date only, the Creditor agrees, upon Lender's request,
to execute all such documents and instruments and take all such actions as
Lender shall deem reasonably necessary or advisable in order to carry out the
purposes of this Agreement (but this Agreement shall remain fully effective
notwithstanding any failure to execute any additional documents or instruments).
The word "indebtedness" is used in this agreement in its most comprehensive
sense and includes without limitation any and all present and future loans,
advances, credit, debts, obligations, liabilities, representations, warranties,
and guarantees, of any kind and nature, absolute or contingent, liquidated or
unliquidated, and individual or joint. Creditor represents and warrants that it
has not heretofore transferred or assigned the Subordinated Debt or given any
other subordination agreement in respect of any Subordinated Debt, and that it
will not do so without prior written notice to Lender and without making such
transfer, assignment or subordination expressly subject to this Agreement. This
Agreement is solely for the benefit of Lender and Lender's successors and
assigns, and neither the Obligor nor any other person shall have any right,
benefit, priority or interest under, or because of the existence of, this
Agreement. All of Lender's rights and remedies hereunder and under applicable
law are cumulative and not exclusive. This Agreement sets forth in full the
terms of agreement between the parties with respect to the subject matter
hereof, and may not be modified or amended, nor may any rights hereunder be
waived, except in a writing signed by Lender and the Creditor. On and after the
Effective Date only, the Creditor agrees to reimburse Lender, upon demand, for
all reasonable costs and expenses (including reasonable attorneys’ fees)
incurred by Lender in enforcing this Agreement against Creditor, whether or not
suit be brought. In the event of any litigation between the parties based upon
or arising out of this Agreement, the prevailing party shall be entitled to
recover all of its reasonable costs and expenses (including without limitation
reasonable attorneys fees) from the non-prevailing party. This Agreement shall
be binding upon the Creditor and its successors and assigns and shall inure to
the benefit of Lender and Lender's successors and assigns. 

    
11. Governing Law; Jurisdiction; Venue;
Arbitration. This Agreement 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 North Carolina. 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 Agreement or the
relationship between Creditor and Lender, and any and all other claims of
Creditor against Lender of any kind, shall be brought only in the General Court
of Justice of North Carolina sitting in Durham County, North Carolina or the
United States District Court for the Middle District of North Carolina, and each
consents to the jurisdiction of any such court, 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 Creditor in the courts of any other jurisdiction. Creditor
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 this
Agreement or by any other method permitted by law. If the jury waiver set forth
in Section 12 below is not enforceable, then any dispute, controversy, claim,
action or similar proceeding arising out of or relating to this Agreement, or
any of the transactions contemplated therein shall be settled by final and
binding arbitration held in Durham County, North Carolina in accordance with the
then current Commercial Arbitration Rules of the American Arbitration
Association by one arbitrator appointed in accordance with those rules. The
arbitrator shall apply North Carolina law to the resolution of any dispute,
without reference to rules of conflicts of law or rules of statutory
arbitration. Judgment upon any award resulting from arbitration may be entered
into and enforced by any state or federal court having jurisdiction thereof.
Notwithstanding the foregoing, the parties may apply to any court of competent
jurisdiction for preliminary or interim equitable relief, or to compel
arbitration in accordance with this Section. The costs and expenses of the
arbitration, including without limitation, the arbitrator’s fees and expert
witness fees, and reasonable attorneys’ fees, incurred by the parties to the
arbitration may be awarded to the prevailing party, in the discretion of the
arbitrator, or may be apportioned between the parties in any manner deemed
appropriate by the arbitrator. Unless and until the arbitrator decides that one
party is to pay for all (or a share) of such costs and expenses, both parties
shall share equally in the payment of the arbitrator’s fees as and when billed
by the arbitrator. 







     12.
Mutual Waiver of Jury Trial. THE PARTIES 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 AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN
DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT 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 A PARTY, 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
AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE
UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT. 

[Signatures on Next Page]








	Creditor:
		 
	      	NAVMAN
      WIRELESS NORTH AMERICA LP,
		       a Delaware limited
      partnership
		 
		  
		By  	/s/ Michael
      L. Henn
			Title:  
    	EVP, CFO,
      Treasurer
		 
		Present
      Amount of Subordinated Debt:
		$4,000,000
		 
		Address:
      	2701 Patriot Boulevard, Suite
      125
			Glenview, IL 60026
			Attention: Mike Henn, EVP and
      CFO
			Facsimile:
      847-729-5988



[Signature Page—Debt Subordination
Agreement] 







CONSENT AND AGREEMENT OF
OBLIGOR 

     The undersigned
Obligor hereby approves of, agrees to and consents to all of the terms and
provisions of the foregoing Subordination Agreement and agrees to be bound
thereby and further agrees that any default or event of default by the Obligor
under any present or future instrument or agreement between the Obligor and the
Creditor shall constitute an immediate default and event of default under all
present and future instruments and agreements between the Obligor and Lender.
Obligor further agrees that, at any time and from time to time, the foregoing
Agreement may be altered, modified or amended by Lender and the Creditor without
notice to or the consent of Obligor. 

	Obligor:
	      	CALAMP
      WIRELESS NETWORKS CORPORATION,
		       a Delaware
      corporation
		 
		By  	/s/Garo
      Sarkissian
			       Vice
    President
	  
	Obligor:
		CALAMP
      CORP.,
		       a Delaware
      corporation
		 
		By 	/s/Richard
      Vitelle
			      
      VP Finance & CFO
	 	 
	Accepted:
	  
	Lender:
		SQUARE 1
      BANK
		 
		By 	/s/Mike
      Griffin
		Title  
    	VP