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Joinder Agreement

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Sectors: Telecommunications
Effective Date: July 14, 2006
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JOINDER AGREEMENT
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JOINDER TO LOAN DOCUMENTS ("JOINDER") DATED THIS 14TH DAY OF JULY, 2006 BY AND AMONG CompuDyne Corporation, A NEVADA CORPORATION, CompuDyne-Public Safety & Justice, INC., A VIRGINIA CORPORATION, Norment Security Group, INC., A DELAWARE CORPORATION, Norshield Corporation, AN ALABAMA CORPORATION, Fiber Sensys, LLC, A DELAWARE LIMITED LIABILITY COMPANY; CompuDyne-Integrated Electronics Division, LLC, A DELAWARE LIMITED LIABILITY COMPANY ("CIED"), CorrLogic, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND Xanalys Corporation, A DELAWARE CORPORATION (COLLECTIVELY, THE "EXISTING BORROWERS"), Signami DCS, LLC, A DELAWARE LIMITED LIABILITY COMPANY, ("NEW BORROWER") AND COLLECTIVELY WITH EXISTING BORROWERS ("BORROWER" OR "BORROWERS"), AND PNC Bank, National Association, AS AGENT FOR THE LENDERS (IN ITS CAPACITY AS AGENT, THE "AGENT"), AND EACH OF THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HERETO IN ITS CAPACITY AS A LENDER (EACH INDIVIDUALLY, A "LENDER" AND COLLECTIVELY "LENDERS").


BACKGROUND
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A. Existing Borrowers, Agent and Lenders are parties to that certain Second Amended and Restated Revolving Credit and Security Agreement, dated December 19, 2005 ("Loan Agreement"), and related agreements, instruments and documents (all of the foregoing collectively, "Loan Documents"), pursuant to which Lenders established for the benefit of Existing Borrowers a revolving credit facility in a maximum aggregate principal amount of $20,000,000, consisting of Revolving Loans and Letters of Credit. Capitalized terms used but not defined herein shall have the meanings given to such terms in, or by reference in, the Loan Agreement.


B. New Borrower is a newly formed wholly owned Subsidiary of CIED. Borrowers have requested that Agent and Lenders enter into this Joinder so that New Borrower may be a party to the Loan Agreement and be permitted thereunder to acquire certain assets of Signami, LLC through an asset purchase pursuant to that certain Asset Purchase Agreement ("Asset Purchase Agreement") by and among CompuDyne, New Borrower, Bert Jones, Gary Kenworthy and Apple Oak Farms dated on or about July 14, 2006.


C. Lenders have consented to New Borrower becoming a party to the Loan Agreement, subject to the terms and conditions hereof.


TERMS AND CONDITIONS
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NOW THEREFORE, with the foregoing Background deemed incorporated by reference herein and made part hereof and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound, promise and agree as follows:


1. JOINDER
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(a) New Borrower hereby joins in, assumes, adopts and becomes a Borrower under the Loans and under the Loan Documents, expressly including without limitation the Loan Agreement.


(b) (i) The term "Borrowers" under the Loan Agreement, and all other Loan Documents shall therefore hereinafter, for all purposes, refer to and include New Borrower (as if it were an original signatory thereto).


(ii) Without limiting the generality of the provisions of subparagraph b(i) above, (i) New Borrower is thereby liable, on a joint and several basis, along with Existing Borrowers for all existing and future Advances and other liabilities and obligations incurred at any time by any one or more Borrowers under the Loan Documents, as amended hereby or as may be hereafter amended, modified or replaced, (ii) assigns and grants to Agent for the benefit of Lenders, as security for the payment of all Obligations and performances of all covenants and undertakings in the Loan Documents, a continuing first lien on and security interest in all of the items and types of Collateral of such New Borrower as more fully described in the Loan Agreement; and (iii) agrees to execute and deliver to Agent any agreements, instruments, or other documents reasonably required by Agent to evidence, perfect or protect Lenders' Liens on and security interest in the Collateral, including, without limitation, UCC-1 financing statements for filing in all jurisdictions where Agent may deem appropriate.


(c) The Allonge to Revolving Credit Note executed by Borrowers hereunder in the form of Exhibit A hereto shall amend that certain Amended and Restated Revolving Cr
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