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The Board of Directors (the “Board”) of CalAmp Corp. (the “Company”) shall appoint a Compensation Committee (the “Committee”) of at least three members, consisting entirely of independent directors, and shall designate one member as chairperson. Members of the Committee shall be appointed by the Board upon the recommendation of the Governance and Nominating Committee and may be removed by the Board in its discretion.

The Board of Directors (the “Board”) of CalAmp Corp. (the “Company”) shall appoint an Audit Committee (the “Committee”) of at least three members, consisting entirely of independent directors of the Board, and shall designate one member as chairperson. Members of the Committee shall be appointed by the Board upon the recommendation of the Governance and Nominating Committee, and may be removed by the Board in its discretion. For the purposes hereof, the term “independent” shall mean a director who meets the independence requirements of the Nasdaq Stock Market, LLC (“Nasdaq”) for directors and audit committee members, as determined by the Board. In addition, no Committee member may have participated in the preparation of the financial statements of the Company, or any current subsidiary of the Company, at any time during the past three years.

The Board of Directors (the “Board”) of CalAmp Corp. (the “Company”), has adopted these Corporate Governance Guidelines for the purpose of establishing guidelines by which the Board conducts its oversight of the business of the Company in accordance with its fiduciary responsibilities to the Company’s stockholders. These guidelines, along with the charters of the committees of the Board, provide the framework for the governance of the Company. The Governance and Nominating Committee (the "Governance Committee") is responsible for assessing the appropriateness and efficacy of the guidelines annually and recommending from time to time changes in these guidelines for approval by the Board as it deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

This Code of Business Conduct and Ethics (the “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to focus each individual employee, officer and director on areas of ethical risk, provide guidance to help them recognize and deal with ethical issues, establish mechanisms to report unethical conduct and help foster the values of CalAmp Corp. (the “Company”). All of our employees, officers and directors must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by the Company's agents and representatives, including consultants.

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