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Full title: Motion to Establish Deadline to File Proofs of Claim Debtors' Motion for Entry of an Order (I) Fixing Deadlines for Filing Proofs of Claim and (II) Approving the Form and Manner of Notice Thereof Filed by YouFit Health Clubs, LLC. (Attachments: # 1 Exhibit A) (Meloro, Dennis) (Entered: 01/11/2021)

Document posted on Jan 10, 2021 in the bankruptcy, 12 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

this Motion, as the last date for persons or entities, other than governmental units, to file proofs of claim against the Debtors on account of claims (as defined in section 101(5) of the Bankruptcy Code) arising, or deemed to have arisen, before the Petition Date, including, for the avoidance of doubt, claims arising under section 503(b)(9) of the Bankruptcy Code (the “General Bar Date”); (b) fixing May 10, 2021, at 4:00 p.m. (prevailing Eastern Time), which date is 180 days from the Petition Date, as the last date for governmental units (as defined in section 101(27) of the Bankruptcy Code) to file proofs of claim against the Debtors on account of claims (as defined in section 101(5) of the Bankruptcy Code) arising, or deemed to have arisen, before the Petition Date (the “Government Bar Date”, and together with the General Bar Date, the “Bar Dates”); (c) establishing general procedures with respect to the Bar Dates, which are described in detail below; and (d) approving the form and manner of notice with respect to the Bar Dates. The Debtors propose that all proofs of claim be filed with DRC so as to be actually received on or before the applicable Bar Date and that such proofs of claim be in writing, with an original signature, together with supporting documentation, substantially conforming to the Proof of Claim Form, with Official Bankruptcy Form B410, or as otherwise prescribed or authorized under the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules.Any person or entity that holds an equity security interest in the Debtors, which interest exclusively is based upon the ownership of common or preferred stock, membership interests, partnership interests, or warrants, options, or rights to purchase, sell, or subscribe to such a security or interest; provided, however, that if any such holder asserts a claim (as opposed to an ownership interest) against the Debtors (including a claim relating to an equity interest or the purchase or sale of such equity interest), a proof of claim must be filed on or before the applicable Bar Date; provided, further, that the Debtors reserve all rights with respect to any such claims including, inter alia, to assert that such claims are subject to subordination pursuant to section 510(b) of the Bankruptcy Code;4 Any holder of a claim allowable under sections 503(b) and 507(a)(2) of the Bankruptcy Code as an expense of administration of the Debtors’ estates, except for a holder of a 503(b)(9) Claim, which 503(b)(9) Claim must be asserted by filing a proof of claim on or before the applicable Bar Date; h. The Debtors believe that the Bar Dates requested herein will allow an appropriate amount of time for creditors to file proofs of claim and permit the Debtors to identify the scope of claims (including 503(b)(9)

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Chapter 11 YOUFIT HEALTH CLUBS, LLC, et al.,1 Case No. 20-12841 (MFW) Debtors. (Jointly Administered) Requested Objection Deadline: January 19, 2021, at 12:00 p.m. (ET) Requested Hearing Date: January 20, 2021, at 9:30 a.m. (ET) DEBTORS’ MOTION FOR ENTRY OF AN ORDER (I) FIXING DEADLINES FOR FILING PROOFS OF CLAIM AND (II) APPROVING THE FORM AND MANNER OF NOTICE THEREOF The above-captioned debtors and debtors in possession (collectively, the “Debtors”) hereby move this Court (the “Motion”), pursuant to sections 105(a), 501, 502(b)(9), 503 and 1111 of title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”), Rules 2002(a)(7), 3002(a), 3003(c) and 5005 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2002-1(e) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), for entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), (a) fixing the General Bar Date (as defined below) as February 22, 2021, (b) fixing the Government Bar Date as May 10, 2021, (c) establishing general procedures with respect to the Bar Dates (as defined below), and (d) approving the form and manner of notice with respect to the Bar Dates (as defined below). In support of this Motion, the Debtors respectfully state as follows: 1 The last four digits of YouFit Health Clubs, LLC’s tax identification number are 6607. Due to the large number of debtor entities in these chapter 11 cases, a complete list of the debtor entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the claims and noticing agent at www.donlinrecano.com/yfhc. The mailing address for the debtor entities for purposes of these chapter 11 cases is: 1350 E. Newport Center Dr., Suite 110, Deerfield Beach, FL 33442.

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JURISDICTION AND VENUE 1. The United States Bankruptcy Court for the District of Delaware (the “Court”) has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). Under Rule 9013-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, the Debtors consent to the entry of a final order under Article III of the United States Constitution. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. 2. The statutory predicates for the relief sought herein are sections 105, 501, 502(b)(9), 503 and 1111 of the Bankruptcy Code, Bankruptcy Rules 2002(a)(7), 3002(a), 3003(c) and 5005, and Local Rule 2002-1(e). BACKGROUND 3. On November 9, 2020 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in this Court. The Debtors have continued in possession of their properties and are operating and managing their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On November 18, 2020, the United States Trustee appointed an official committee of unsecured creditors in these chapter 11 cases pursuant to section 1102 of the Bankruptcy Code. No trustee or examiner has been appointed in these chapter 11 cases. 4. On the Petition Date, the Debtors filed, among others, a motion [Docket No. 17] seeking authority to sell substantially all of their assets pursuant to bidding procedures. On December 28, 2020, the Court entered an order [Docket No. 564] approving the Debtors’ sale of

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substantially all of their assets to YF FC Acquisition, LLC (the “Sale”). As of the filing of this Motion, the Sale has not yet closed. 5. Additional information regarding the Debtors’ business and operations, as well as the events precipitating the commencement of these chapter 11 cases, is set forth in the Declaration of Brian Gleason in Support of the Debtors’ Chapter 11 Petitions and Requests for First Day Relief [Docket No. 11], filed on the Petition Date. RELIEF REQUESTED 6. By this Motion, the Debtors seek entry of the Proposed Order: (a) fixing February 22, 2021, at 4:00 p.m. (prevailing Eastern Time), which date is 33 days from the date of the proposed hearing on this Motion, as the last date for persons or entities, other than governmental units, to file proofs of claim against the Debtors on account of claims (as defined in section 101(5) of the Bankruptcy Code) arising, or deemed to have arisen, before the Petition Date, including, for the avoidance of doubt, claims arising under section 503(b)(9) of the Bankruptcy Code (the “General Bar Date”); (b) fixing May 10, 2021, at 4:00 p.m. (prevailing Eastern Time), which date is 180 days from the Petition Date, as the last date for governmental units (as defined in section 101(27) of the Bankruptcy Code) to file proofs of claim against the Debtors on account of claims (as defined in section 101(5) of the Bankruptcy Code) arising, or deemed to have arisen, before the Petition Date (the “Government Bar Date”, and together with the General Bar Date, the “Bar Dates”); (c) establishing general procedures with respect to the Bar Dates, which are described in detail below; and (d) approving the form and manner of notice with respect to the Bar Dates. PROPOSED PROCEDURES RELATED TO BAR DATES 7. The Debtors anticipate that certain creditors may assert claims in connection with the Debtors’ rejection of executory contracts or unexpired leases pursuant to section 365 of the

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Bankruptcy Code. The Debtors propose that holders of claims against the Debtors arising from the rejection by the Debtors of an executory contract or unexpired lease must file a proof of claim on or before the later of: (a) the General Bar Date; (b) 4:00 p.m. (prevailing Eastern Time) on the date that is 30 days after the entry of an order by the Court authorizing such rejection; or (c) such other date, if any, as the Court may fix in the order authorizing such rejection. 8. The Debtors propose that if they amend or supplement their Schedules of Assets and Liabilities (the “Schedules”) after the service of the Bar Date Notice (as defined below), in accordance with Local Rule 1009-2, the Debtors shall give notice of any such amendment or supplement to the holders of claims affected thereby within 14 days thereof, and such holders, as set forth in any such notice, shall have until the later of (i) the applicable Bar Date or (ii) 4:00 p.m. (prevailing Eastern Time) on the date that is 21 days from the date of service of such notice to file a proof of claim or be barred from so doing. 9. The Debtors propose that they provide notice of the Bar Dates, substantially in the form attached as Exhibit 1 to the Proposed Order (the “Bar Date Notice”). 10. With the assistance of the Debtors’ claims agent, Donlin Recano & Company, Inc. (“DRC”), the Debtors have prepared the form for filing proofs of claim attached as Exhibit 2 to the Proposed Order (the “Proof of Claim Form”).2 The Debtors propose that the Proof of Claim Form be sent with the Bar Date Notice. The Proof of Claim Form substantially conforms to Official Form B410 but is tailored to these chapter 11 cases. The modifications to Official Form B410 proposed by the Debtors include allowing creditors to assert claims arising under section 503(b)(9) of the Bankruptcy Code (“503(b)(9) Claims”) and adding certain instructions. 2 The Proof of Claim Form is available at https://www.donlinrecano.com/Clients/yfhc/Static/BDPOC. Official Bankruptcy Form B410 is available at https://www.uscourts.gov/forms/bankruptcy-forms/proof-claim-0.

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11. The Debtors propose that they serve, through DRC, a copy of the Bar Date Notice and the Proof of Claim Form (the “Bar Date Package”) on or before January 25, 2021 (such mailing date, the “Bar Date Notice Mailing Date”) by United States first-class mail, postage prepaid, on the following parties: (a) all creditors and other known holders of claims; (b) all persons and entities with whom the Debtors conducted business postpetition; (c) all parties listed on the Debtors’ mailing matrix; (d) all parties to pending litigation against the Debtors; (e) all entities that have filed a notice of appearance in these chapter 11 cases; (f) the Internal Revenue Service; (g) local taxing authorities; (h) all relevant state attorneys general; (i) counsel to the official committee of unsecured creditors; and (j) the Office of the United States Trustee for the District of Delaware. The Proof of Claim Form may be customized for each creditor whose claim is listed on the Schedules with the creditor’s name, address, and information regarding the nature, amount, and status of its claim(s) as reflected in the Schedules. 12. In addition, the Debtors propose to serve the Bar Date Package on or before the Bar Date Mailing Date on the Debtors’ current members (the “Members”) by electronic mail to the Members for whom the Debtors have electronic mail addresses, and by posting the Bar Date Notice on the Debtors’ website. 13. The Debtors propose that after the initial mailing or transmission of the Bar Date Package, as applicable, the Debtors may, in their discretion, make supplemental mailings or transmissions of notices or packages, including to the extent that: (i) notices are returned by the post office with forwarding addresses (excepting notices that are returned and marked “return to sender” without a return address); (ii) certain parties acting on behalf of parties in interest (e.g., banks and brokers with respect to equity or interest holders) decline to pass along notices to these parties and instead return their names and addresses to the Debtors for direct mailing; and

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(iii) additional potential claimants become known as a result of the bar date mailing process. In this regard, the Debtors request that the Court permit supplemental mailings or transmissions of the Bar Date Package in these and similar circumstances at any time. The Debtors believe that these proposed supplemental mailings transmissions or will help provide actual notice to known creditors wherever practicable, while at the same time preserving the integrity of the applicable Bar Date. If the Debtors determine after the Bar Date Notice Mailing Date that additional parties should receive the Bar Date Package, then the date by which a proof of claim must be filed by any such parties shall be the later of (i) the General Bar Date or the Government Bar Date, as applicable or (ii) 4:00 p.m. (prevailing Eastern Time) on the date that is 21 days from the mailing or transmission of the Bar Date Package to such additional parties (the “Supplemental Bar Date”). 14. The Debtors propose that all proofs of claim be filed with DRC so as to be actually received on or before the applicable Bar Date and that such proofs of claim be in writing, with an original signature, together with supporting documentation, substantially conforming to the Proof of Claim Form, with Official Bankruptcy Form B410, or as otherwise prescribed or authorized under the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. 15. The Debtors propose that in addition to meeting all the other requirements of the immediately preceding paragraph, any proof of claim asserting a 503(b)(9) Claim must (i) include the value of the goods delivered to and received by the Debtor in the 20 days prior to the Petition Date, (ii) attach any documentation identifying the date such goods were received by the Debtor, (iii) state whether the amount asserted in the proof of claim represents a combination of goods and services and, if applicable, the portion of the claim that relates solely to the value of goods, and (iv) attach any documentation identifying the particular invoices for which the 503(b)(9) Claim is being asserted.

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16. Proofs of claim must specify the name and case number of the Debtor against which the claim is filed. If the holder asserts a claim against more than one Debtor or has claims against different Debtors, a separate Proof of Claim Form must be filed with respect to each such Debtor. 17. The Debtors propose that the following persons and entities are not required to file a proof of claim on or before the applicable Bar Dates with respect to the types of claims described in this paragraph: a. None of the DIP Agent, the DIP Lenders, the Prepetition Secured Parties, or YF FC Acquisition LLC (the “Buyer”) shall be required to file proofs of claim in these chapter 11 cases to maintain or assert their respective claims for payment or satisfaction of any obligations arising under (1) the Final Order Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364 and 507, Bankruptcy Rules 2002, 4001, 6004 and 9014 and Local Bankruptcy Rule 4001-2 (I) Authorizing the Debtors to Obtain Postpetition Senior Secured Superpriority Financing, (II) Authorizing the Debtors’ Limited Use of Cash Collateral, (III) Granting Adequate Protection to the Prepetition Secured Parties, and (IV) Granting Related Relief [Docket No. 231] (as amended, restated, supplemented, or otherwise modified from time to time, the “Final DIP Order”)3, including, without limitation, on account of Adequate Protection, (2) any other DIP Credit Documents, (3) the Prepetition Credit Documents, (4) the Sale Order, or (5) the Asset Purchase Agreement, dated November 10, 2020, by and between the Debtors and the Buyer (as amended by that certain First Amendment to Asset Purchase Agreement, dated as of December 4, 2020, and as the same may be further amended, restated, supplemented, or otherwise modified from time to time) attached to the Sale Order, each as applicable; provided, however, that the Prepetition Agent on its behalf and the behalf of the Prepetition Secured Parties, the DIP Agent on its behalf and the behalf of the DIP Agent and the DIP Lenders, and the Buyer on its own behalf are authorized, but not required, to file a master proof of claim on account of their respective claims against the Debtors; b. Any person or entity who has already filed a proof of claim in these chapter 11 cases with DRC or with the Clerk of the Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware, 19801, on account of a particular claim, except to the extent such claimant wishes to amend its previously filed proof of claim; c. Any person or entity whose claim is listed on the applicable Debtor’s Schedules; provided, however, that (i) the claim is not listed on the Schedules 3 All defined terms in this Paragraph 17(a) shall have the meanings ascribed to them in the Final DIP Order.

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as “disputed,” “contingent,” or “unliquidated,” (ii) the person or entity does not dispute the amount, nature, and priority of the claim as set forth in the Schedules, (iii) the person or entity does not dispute that the claim is an obligation of the specific Debtor against which the claim is listed in the Schedules, and (iv) the person or entity does not have or assert any other claims against the Debtors (the assertion of which would require the filing of a proof of claim unless another exception applies); d. Any person or entity that holds an equity security interest in the Debtors, which interest exclusively is based upon the ownership of common or preferred stock, membership interests, partnership interests, or warrants, options, or rights to purchase, sell, or subscribe to such a security or interest; provided, however, that if any such holder asserts a claim (as opposed to an ownership interest) against the Debtors (including a claim relating to an equity interest or the purchase or sale of such equity interest), a proof of claim must be filed on or before the applicable Bar Date; provided, further, that the Debtors reserve all rights with respect to any such claims including, inter alia, to assert that such claims are subject to subordination pursuant to section 510(b) of the Bankruptcy Code;4 e. Any holder of a claim by a Debtor against another Debtor, with respect to such claim; f. Any person or entity whose claim has been paid in full; g. Any holder of a claim allowable under sections 503(b) and 507(a)(2) of the Bankruptcy Code as an expense of administration of the Debtors’ estates, except for a holder of a 503(b)(9) Claim, which 503(b)(9) Claim must be asserted by filing a proof of claim on or before the applicable Bar Date; h. Any person or entity holding a claim payable to the Court or the United States Trustee Program pursuant to 28 U.S.C. § 1930; i. Any holder of a claim for which a separate deadline is (or has been) fixed by this Court; and j. Any holder of a claim that has been allowed by an order of this Court entered on or before the applicable Bar Date. 4 The Debtors reserve the right to establish at a later time a bar date requiring holders of equity interests to file proofs of interest. If such a bar date is established, holders of equity interests will be notified of the bar date for filing proofs of interest at the appropriate time.

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BASIS FOR RELIEF 18. Bankruptcy Rule 3003(c)(3) provides that “[t]he court shall fix . . . the time within which proofs of claim or interest may be filed.” Fed. R. Bankr. P. 3003(c)(3). Local Rule 2002-1(e) further provides that “[i]n all cases under chapter 11, the debtor may request a bar date for the filing of proofs of claim or interest.” Del. Bankr. L.R. 2002-1(e). The Debtors now seek to establish the Bar Dates to determine what claims, if any, will be asserted against the Debtors in addition to or different from those listed on the Debtors’ Schedules. 19. Bankruptcy Rule 3002(a) provides that an unsecured creditor must file a proof of claim, except as provided in, inter alia, Bankruptcy Rule 3003. See Fed. R. Bankr. P. 3002(a). Bankruptcy Rule 3003(c)(2) further provides that any creditor whose claim is not listed in the Schedules, or is listed as disputed, contingent, unliquidated, or unknown, shall file a proof of claim within the time prescribed by Bankruptcy Rule 3003(c)(3), and that any creditor who fails to file such proof of claim shall not be treated as a creditor with respect to such claim for the purpose of receiving any distribution from the estate. Fed. R. Bankr. P. 3003(c)(2). 20. Neither the Bankruptcy Rules nor the Local Rules, however, specify the time by which proofs of claim must be filed in a chapter 11 case. As a result, this Court has discretion in setting such a date and is authorized to grant the relief requested in this Motion. The Debtors believe that the Bar Dates requested herein will allow an appropriate amount of time for creditors to file proofs of claim and permit the Debtors to identify the scope of claims (including 503(b)(9) Claims) in a quick and efficient manner, which will facilitate the Debtors’ prosecution of these chapter 11 cases. 21. As to the Debtors’ proposal to serve the Bar Date Package electronically on the Members, such manner of service is appropriate and necessary in these cases. The large number of Members, approximately 340,000, makes paper service cost prohibitive. In addition, the

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Debtors have used the same electronic means to serve prior notices on the Members in these chapter 11 cases, including, most recently, the notice of sale of membership assets pursuant to Paragraph 9(b) of the Order (I) Authorizing the Sale of All of the Debtors’ Assets Free and Clear of Liens, Claims, Encumbrances, and Other Interests, (II) Authorizing and Approving the Debtors’ Performance Under the Stalking Horse Purchase Agreement, (III) Approving the Assumption and Assignment of Certain of the Debtors’ Executory Contracts and Unexpired Leases Related Thereto, and (IV) Granting Related Relief [Docket No. 564] (the “Sale Order”) as well as the notice of these chapter 11 cases pursuant to Paragraph 5 of the Final Order Authorizing the Debtors to (I) File (A) a Consolidated Master List of Creditors and (B) a Consolidated List of the Debtors’ 30 Largest General Unsecured Creditors, and (II) Authorizing the Debtors to Redact Personally Identifiable Information for Certain Individual Creditors and Parties in Interest [Docket No. 214] (the “Final Creditor Matrix Order”) and Paragraph 6 of the Interim Order Authorizing the Debtors to (I) File (A) a Consolidated Master List of Creditors and (B) a Consolidated List of the Debtors’ 30 Largest General Unsecured Creditors, and (II) Authorizing the Debtors to Redact Personally Identifiable Information for Certain Individual Creditors and Parties in Interest [Docket No. 58] (the “Interim Creditor Matrix Order”). The Debtors therefore request that the Court order that the Debtors need not serve the Bar Date Package on the Members by mail and that the Debtors may instead use the same combination of electronic mail, to the extent available, and posting online as the Court has previously authorized for the service of other notices on the Members in these chapter 11 cases in the Sale Order, the Final Creditor Matrix Order, and the Interim Creditor Matrix Order.

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NOTICE 22. Notice of this Motion has been provided to: (i) the Office of the United States Trustee for the District of Delaware; (ii) the Debtors’ prepetition and postpetition lenders and administrative and collateral agents; (iii) counsel to the official committee of unsecured creditors appointed in these cases; and (iv) any party who has requested notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. NO PRIOR REQUEST 23. No previous request for the relief sought herein has been made by the Debtors to this Court or any other court.

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CONCLUSION WHEREFORE, the Debtors respectfully request that this Court enter the Proposed Order (a) fixing the General Bar Date as February 22, 2021, (b) fixing the Government Bar Date as May 10, 2021, (c) establishing general procedures with respect to the Bar Dates, and (d) approving the form and manner of notice with respect thereto, and grant such other and further relief as is just and proper. Dated: January 11, 2021 Respectfully submitted, Wilmington, Delaware GREENBERG TRAURIG, LLP /s/ Dennis A. Meloro Dennis A. Meloro (DE Bar No. 4435) The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, Delaware 19801 Telephone: (302) 661-7000 Facsimile: (302) 661-7360 Email: melorod@gtlaw.com - and - Nancy A. Peterman (admitted pro hac vice) Eric Howe (admitted pro hac vice) Nicholas E. Ballen (admitted pro hac vice) 77 West Wacker Dr., Suite 3100 Chicago, Illinois 60601 Telephone: (312) 456-8400 Facsimile: (312) 456-8435 Email: petermann@gtlaw.com howee@gtlaw.com ballenn@gtlaw.com Counsel for the Debtors and Debtors in Possession