EXHIBIT 10.4
VOTING AND LOCK-UP AGREEMENT
THIS VOTING AND LOCK-UP AGREEMENT (the "Agreement") is made and
entered
into as of this 14th day of December, 2007, by and between CALAMP
CORP., a
Delaware corporation (the "Company"), and ECHOSTAR TECHNOLOGIES
CORPORATION, a Texas corporation (the "Customer").
RECITALS
WHEREAS, on the date hereof, the Company and the Customer are
entering into
a Settlement Agreement (the "Settlement Agreement") providing for,
among
other things, the issuance of (a) 500,000 shares of the Company's
common
stock (the "Common Stock"), par value $.01 per share not subject to
Section
2 below (the "Unrestricted Shares"), (b) 500,000 shares of Common
Stock
subject to Section 2 below (the "Restricted Shares" and,
collectively with
the Unrestricted Shares, the "Shares"), and (c) a warrant (the
"Warrant")
to purchase 350,000 shares of Common Stock (the "Warrant Shares");
and
WHEREAS, the parties desire to enter into this Agreement to set
forth their
agreements and understandings with respect to the voting of the
Shares and
Warrant Shares, and with respect to certain other matters.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants
and
conditions hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Voting
Provision. The
Customer agrees to vote, or cause to be voted,
all Shares and Warrant Shares owned by the Customer, or over which
the
Customer has voting control, from time to time and at all times,
in
whatever manner as shall be necessary to ensure that at each annual
or
special meeting of stockholders such Shares and Warrant Shares are
voted
(a) in the election of directors in favor of any candidates for
the
Company's Board of Director (the "Board") proposed or supported by
the
Board or in proportion to the vote of the outstanding shares of
Common
Stock, including shares not voted and expressly withheld and (b) on
any
proposal proposed or supported by the Board, either for such
proposal or in
proportion to the vote of the outstanding shares of Common Stock,
including
shares not voted and expressly abstaining.
2. Lock-Up
Agreement. The
Customer agrees that it will not offer to
sell, contract to sell, or otherwise sell, dispose of, loan, pledge
or
grant any rights with respect to (collectively, a "Disposition")
more than
285,000 Restricted Shares or Warrant Shares in any one year
period
following the date hereof. The Customer also consents to the
entry of stop
transfer instructions by the Company's transfer agent and
registrar
prohibiting the transfer of any Restricted Shares or Warrant Shares
held by
the Customer except in compliance with the foregoing restrictions.
This
restriction shall not apply to any Restricted Shares or Warrant
Shares (a)
sold pursuant to a tender or exchange offer or (b) transferred to
any
affiliate of the Customer that agrees to be bound by the terms
hereof.
3. Legend.
Each certificate
representing the Shares or Warrant Shares
and any other securities issued in respect of the Shares or Warrant
Shares
upon any stock split, stock dividend, recapitalization, merger or
similar
event shall bear a legend substantially in the following form:
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A VOTING AND
LOCK-UP
AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH
MAY BE
OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING
ANY
INTEREST IN SUCH SECURITIES, THE PERSON ACCEPTING SUCH INTEREST
SHALL BE
DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF
THAT
VOTING AND LOCK-UP AGREEMENT.
4.
Remedies. The Customer
acknowledges and agrees that the Company will
be irreparably damaged in the event any of the provisions of this
Agreement
are not performed by the Customer in accordance with their specific
terms
or are otherwise breached. Accordingly, it is agreed that the
Company
shall be entitled to an injunction to prevent breaches of
this
