Exhibit
10.3


 


February 13, 2009


 


VIA FACSIMILE


American Defense Systems, Inc.


230 Duffy Avenue,


Hicksville, NY 11801


Attention: Chief Financial Officer


Facsimile: (516) 390-5308


 


Re: Forbearance


 


Gentlemen:


 


Reference is made to (a) the Certificate of
Designations, Preferences and Rights (the “Certificate of Designation”)
of Series A Convertible Preferred Stock of American Defense Systems, Inc.,
a Delaware corporation (the “Company”) pursuant to which the Company
designated and issued its Series A Convertible Preferred Stock, par value
$0.001 per share (the “Series A Preferred Stock”) and (b) the
Consent and Agreement of Series A Convertible Preferred Stockholders,
dated as of May 23, 2008, by and between the Company and the holders of
the Series A Preferred Stock (the “Consent”). All capitalized terms
used in this letter and not otherwise defined herein shall have their
respective meanings set forth in the Certificate of Designations and the
Consent.


 


The Company has informed the undersigned, West Coast
Opportunity Fund, LLC (the “Investor”), that it will not be in
compliance with the Financial Covenants for the Fiscal Year ended December 31,
2008, the requirement to publicly disclose and disseminate the Company’s
Operating Results by the Operating Results Announcement Deadline, or the
requirement to certify the same, all as required by Section 6 of the
Consent (collectively, the “Financial Covenant Triggering Event”). The Consent
provides that such breaches shall be deemed Triggering Events under Section 3(a)(vii) of
the Certificate of Designation.


 


The Investor, as a Holder of Series A Preferred
Stock, hereby agrees, subject to the satisfaction of the Forbearance Conditions
(as defined below), to forbear (the “Forbearance”) from taking any
action or exercising any of their remedies under the Certificate of
Designation, the Consent or otherwise with respect to the Financial Covenant
Triggering Event, including, without limitation, the exercise of its right to
cause the Company to redeem the Series A Preferred Stock and to increase
the Dividend Rate to the rates during a Triggering Period, until the earlier of
(a) the date on which any Triggering Event (other than the Financial
Covenant Triggering Event) shall occur or exist and (b) February 27,
2009 (such period being hereinafter called, the “Forbearance Period”).


 


The effectiveness of the Forbearance is subject to
the continued satisfaction of the following terms and conditions (the “Forbearance
Conditions”):


 

















 


(1)     The Company shall have obtained from all of
the Holders an executed forbearance letter in substance substantially identical
to this letter.


 


(2)     The Company shall use its best efforts
during the Forbearance Period to negotiate and consummate in good faith the
transaction (the “Exchange Transaction”) described in the term sheet
attached hereto as Exhibit A.


 


(3)     The Company shall pay all of the documented
reasonable legal fees and expenses of the undersigned incurred during the
Forbearance Period in connection with the preparation and execution of this
letter and the Exchange Transaction.


 


The Investor has not waived, is not by this letter
waiving, and has no present intention of waiving, the Financial Covenant
Triggering Event or any other Triggering Event which may be continuing on the
date hereof or any Triggering Event which may occur after the date hereof
(whether the same or similar to the Financial Covenant Triggering Event), and
nothing contained herein shall be deemed to constitute any such waiver. Except
as provided in this letter agreement, the Investor reserves the right, in its
discretion, to exercise any or all rights or remedies under the Certificate of
Designation, the Consent, applicable law and otherwise as a result of the
Financial Covenant Triggering Event or any other Triggering Event that may be
continuing on the date hereof or any Triggering Event that may occur after the
date hereof, and the Investor has not waived any of such rights or remedies and
nothing in this letter, and no delay on the Investor’s part in exercising such
rights or remedies, should be construed as a waiver of any such rights or
remedies. Upon the termination of the Forbearance Period, the agreement of the
Investor to forbear shall automatically and without further action terminate
and be of no force and effect, it being understood and agreed that the effect
of such termination will be to permit the Investor to seek to exercise any and
all of its rights and remedies at any time and from time to time thereafter,
including, without limitation, the right to require redemption of all or any
portion of Series A Preferred Stock and exercise any other rights and
remedies set forth in the Certificate of Designation, the Consent, applicable
law or otherwise, in each case, without any notice, passage of time or
forbearance of any kind.


 


[Signature page follows]


 


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This letter may be executed in any number of
counterparts, each of which counterparts when executed and delivered shall be
an original, but all of which shall together constitute one and the same
instrument. Delivery of an executed counterpart of this letter by facsimile or
other electronic transmission shall be equally effective as delivery of a
manually executed counterpart.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WEST COAST OPPORTUNITY FUND, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


	
  ACKNOWLEDGED AND AGREED TO BY:

  	
   

  
	
   

  	
   

  
	
  AMERICAN DEFENSE SYSTEMS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  cc: Greenberg Traurig, LLP

  	
   

  
	
  1750 Tysons Blvd.,
  Suite 1200

  	
   

  
	
  McLean, Virginia 22102

  	
   

  
	
  Attention: Jeffrey R.
  Houle

  	
   

  
	
  Facsimile: (703) 749-1301

  	
   

  
				



 


 


[Signature page to
Forbearance letter]


 


3

















 


EXHIBIT A


 


Term Sheet