CALAMP CORP.

amending Section 2.06 to provide that at any meeting of stockholders at which directors are to be elected, each nominee for election as a director in an “uncontested election” (as defined in the Amended and Restated Bylaws, as amended) will be elected if the number of votes cast for the nominee’s election exceeds the number of votes cast against the nominee’s election. In all director elections other than uncontested elections, the nominees for election as a director will be elected by a plurality of the votes cast;
 

amending Sections 2.01, 2.04 and 2.07 to provide the Company with flexibility to hold online-only meetings of stockholders in the future and to provide for a possibility of stockholders attending the meeting virtually and the Company providing the stockholder list virtually;
 

amending Section 2.02 to establish a process for stockholders to call a special meeting of stockholders by providing that stockholders have to submit a written request to the Secretary of the Corporation to call the meeting;

updating Sections 2.03, 2.05, 2.11 and 2.12 to address various aspects of the authority of the Board and the meeting chair with respect to stockholder meetings, and to provide greater clarity around the conduct of meetings, including: (a) making it explicit that, in addition to adjourning stockholder meetings, the Board (or the chair of the meeting) has authority to recess and postpone meetings; (b) making it explicit that the Chairman of the Board, or in his or her absence, the President or, in his or her absence, “another person designated by the Board” will preside at stockholder meetings; (c) providing that the power to adopt rules and regulations for the conduct of any meeting of stockholders is vested in the Board; (d) clarifying that the chairman of the meeting has the power to open and close the polls, to adopt rules and an agenda, and to recess or adjourn without a stockholder vote; and (d) permitting the Chairman of the Board to declare that a nomination or other business was not properly brought before the Board;
 

modernizing provisions in Sections 2.03-2.08 and 2.10 regarding the ability to reschedule, postpone or cancel meetings of stockholders, notice of meetings, stockholder lists, proxies and inspectors of election; and
 

updating the advance notice provisions in Section 2.10 to, among other things, (a) add a submission window during which nominations and other items of business can be proposed by stockholders under the advance notice provisions; (b) expand informational requirements to cover beneficial owners and “control persons;” (c) clarify that informational requirements apply to stockholder nominations that are made in connection with special meetings; and (d) address various aspects of the authority of the Board, the Chairman of the Board and the meeting chair (if different) with respect to stockholder nominations or other matters of business proposed under the advance notice provisions.

updating Sections 3.01-3.05, 3.09, 3.12, 3.13 and 3.15 to, among other things, (a) reflect that the company is managed by “or under the direction” of the Board, as set forth in the Delaware General Corporations Law (“DGCL”); (b) clarify that the exact size of the Board will be fixed by the Board resolution (as provided in the Certificate of Incorporation); (c) revise the language regarding effectiveness of resignations to address the majority voting standard that now applies to uncontested director elections; (d) clarify that the directors chosen to fill a vacancy will hold office until the next election; (e) give the Chairman of the Board authority to call special meetings of the Board (along with the majority of the Board and the President); (f) revise the director removal provision to be consistent with the Certificate of Incorporation and the DGCL standard; (g) revise the compensation section to address recent focus on director compensation and director independence; and (h) add a new Section 3.15 that makes it clear what the role of the Chairman of the Board is;
 

updating Section 3.14 to provide: (a) that the Company has elected to be governed by Section 141(c)(2) under the DGCL; (b) that the Board has authority to appoint alternates in the event a committee member is unable to attend a meeting; and (c) for quorum and voting requirements that apply to the Board committees; and
 

adding a set of “emergency bylaws” as a new Section 3.16 that apply in the context of certain emergency situations, as described in the DGCL, enabling the Board or a committee to meet even though the usual quorum of directors is not available.