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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) ) Chapter 11 ) ) Case No. 13-11734 (MG) ) ) )

In re: DANCE NEW AMSTERDAM, INC. Debtor.

STIPULATION AND ORDER RESOLVING THE MOTION OF FRAM REALTY, LLC SEEKING RELIEF FROM THE AUTOMATIC STAY AND OTHER RELIEF This Stipulation and Order (the “Stipulation”) is made by and among the abovecaptioned debtor in possession, Dance New Amsterdam, Inc. (“DNA”), and Fram Realty, LLC (“Fram”). WHEREAS, DNA and Fram are parties to a lease, dated as of August 10, 2004 (as amended from time to time, the “Lease”), which covers a portion of the second floor and a portion of the ground floor of the building located at 280 Broadway, New York, New York (the “Leased Space”); and WHEREAS, on March 19, 2013, Fram commenced an action in Civil Court, New York County, titled Fram Realty, LLC v. Dance Space Center Inc., No. 60674/2013 (the “Eviction Action”) seeking a judgment of possession and amounts due from DNA under the Lease; and WHEREAS, on May 27, 2013 (the “Petition Date”), DNA filed a voluntary petition with this Court under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”); and WHEREAS, as of the Petition Date, Fram held a security deposit in the amount of $15,000 (the “Security Deposit”) under the Lease; and

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WHEREAS, on June 18, 2013, Fram filed a motion with this Court seeking (a) immediate payment of postpetition past due lease obligations and payment, when due, of ongoing lease obligations, and (b) relief from the automatic stay to continue the Eviction Action [Docket No. 6] (the “Lift Stay Motion”); and WHEREAS, on August 30, 2013, DNA filed with the Court the Debtor’s (A) Statement Concerning the Motion of Fram Realty LLC for an Order, Among Other Things, Granting Relief From the Automatic Stay and (B) Request for a Status Conference Concerning the Debtor’s Ability to Continue Its Business Operations [Docket No. 49]; and WHEREAS, as of the close of business on September 11, 2013, DNA had not made any payments to Fram with respect to amounts owed under the Lease for the month of September; and WHEREAS, DNA and Fram have agreed to resolve all disputes concerning the Lift Stay Motion based upon the terms and conditions set forth below. NOW THEREFORE, the Parties hereby STIPULATE and AGREE as follows: 1. 2. The Lift Stay Motion is deemed resolved by the terms of this Stipulation. Notwithstanding section 365(d)(4) of the Bankruptcy Code, the Lease shall be

deemed rejected effective as of October 15, 2013, and the Lease shall be terminated as of October 15, 2013. DNA is required to surrender and vacate the Leased Space as of October 15, 2013 and waives any and all rights it may have under the Lease effective as of October 15, 2013. 3. DNA shall deliver to Fram or its counsel $10,000 by September 12, 2013 at 2:00

p.m. in satisfaction of a portion of the post-petition rent that is owed under the Lease. Any postpetition obligations under the Lease that are not covered by the $10,000 payment shall constitute an administrative expense claim payable to the extent funds are available to pay administrative

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expense claims. The amount of any administrative claim for the period from October 1, 2013 through October 14, 2013 shall be calculated on a prorated basis. 4. Fram is hereby granted relief from the automatic stay under section 362 of the

Bankruptcy Code to effectuate a setoff of the Security Deposit against the outstanding prepetition rent that is due under the Lease. 5. DNA waives all claims or actions that it or its estate may have against Fram under

the Lease or otherwise, including, but not limited to, avoidance actions under sections 547 and 548 of the Bankruptcy Code. 6. In the event that DNA does not vacate and relinquish the Leased Space on or

before October 15, 2013, in addition to any remedies that may be available to Fram in this Court, DNA agrees that the automatic stay under section 362 of the Bankruptcy Code is automatically deemed lifted (without further order of the Court) with respect to the Eviction Action and consents to a default judgment in the Eviction Action so that a warrant of eviction can be issued. 7. Nothing in this Stipulation precludes DNA from paying ordinary expenses related

to the operation or wind-down of the business. 8. Fram shall continue to act in good faith in its dealings with DNA such that if

DNA makes a viable proposal with respect to the Leased Space, Fram shall consider it as it would a viable proposal from any other party, subject to Fram’s arrangements with the City of New York as Fram’s landlord with respect to the building where the Leased Space is located, and in the exercise of its own business judgment. For the avoidance of doubt, nothing in this paragraph shall afford DNA any rights with respect to the Leased Space or in any way otherwise alter the terms of this Stipulation (including the October 15, 2013 vacatur of the Leased Space).

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9.

Except as expressly provided herein, nothing in this Stipulation shall be deemed

to be an admission or waiver of any right of DNA to dispute any proofs of claim filed by Fram in the future, including administrative claims, all of which rights are expressly preserved. 10. Each person who executes this Stipulation represents that he or she is duly

authorized to execute this Stipulation on behalf of the respective parties hereto and that each such party has full knowledge of, and has consented to, this Stipulation. 11. This Stipulation may be executed in identical counterparts, each of which shall be

deemed an original, but all of which together shall constitute one and the same instrument, and it shall constitute sufficient proof of this Stipulation to present any copy, copies, or facsimiles signed by the parties hereto to be charged. 12. Facsimile or other electronic copies of signatures on this Stipulation are

acceptable and shall have the same force and effect as original signatures. 13. This Court shall retain exclusive jurisdiction over any and all controversies,

disputes, claims or other matters arising under, or otherwise relating to this Stipulation. [The remainder of this page is left blank intentionally]

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14.

This Stipulation, and the terms and conditions contained herein, are subject to the

approval of the Court, shall be effective when approved by the Court, and shall be of no force or effect unless and until approved by the Court.

By: /s/ Craig Bruens M. Natasha Labovitz, Esq. My Chi To, Esq. Craig Bruens, Esq. Shannon Kahn, Esq. DEBEVOISE & PLIMPTON LLP 919 Third Avenue New York, NY 10022 Telephone: (212)-909-6000 Proposed Counsel to DNA

By: _/s/ Andrew P. DeNatale________ Andrew P. DeNatale Sherry J. Millman Gabriel E. Sasson STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, New York 10038 Telephone: (212) 806-5400 Facsimile: (212) 806-6006 Counsel to Fram

SO ORDERED Dated: September 13, 2013 New York, New York _____/s/Martin Glenn_______ MARTIN GLENN United States Bankruptcy Judge

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