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Full title: Monthly Application for Compensation [First Combined Monthly] and Reimbursement of Expenses of Dundon Advisers LLC as Financial Advisor to the Official Committee of Unsecured Creditors for the period from November 20, 2020 to January 31, 2021 Filed by Dundon Advisers LLC. Objections due by 2/25/2021. (Attachments: # 1 Notice # 2 Exhibit A # 3 Certificate of Service and Service List) (Robinson, Colin) (Entered: 02/11/2021)

Document posted on Feb 10, 2021 in the bankruptcy, 13 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Pursuant to sections 330 and 331 of Title 11 of the United States Code (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the `Bankruptcy Rules"), and the Court's Administrative Order Establishing Procedures for Monthly, Interim, and Final Compensation and ReimbuNsement of Expenses of PNofessionals Retained in These Chapter 11 Cases entered on December 3, 2020 (the "Administrative Order"), Dundon Advisers LLC ("Dundon"), financial advisor for the Official Committee of Unsecured Creditors (the "Committee"), hereby submits its First Combined Monthly Application for Compensation and Reimbursement of Expenses for the PeNiodf rom November 10, 2020 Through January 31, 2021 (the "Application").In addition, Dundon's professionals reviewed and analyzed various due diligence documents; provided support and analysis for the Committee's objections to the Debtors' proposed bidding and sale procedures; attended multiple conference calls with the Debtors' investment bankers regarding the ongoing sale process, reviewed and analyzed the confidential information memorandum and related sales materials, and reviewed and analyzed for the Committee the bids received; and prepared the application for the approval of the employment of Dundon's retention and the declaration of Matthew Dundon in support of Dundon's retention as financial adviser to the Committee.During the Interim Period, Dundon prepared for and attended multiple strategy telephone conferences with members of the Committee and the Committee' counsel, and prepared materials and presentations for the benefit of the Committee; prepared for and attended numerous telephone conferences with representatives of the Debtors' financial advisors and their investment bankers.During the Interim Period, Dundon reviewed and analyzed motions for approval of bidding and sale procedures and objections filed by various landlords and interested conferences with members of the Committee to discuss the proposed sale of the Debtors' assets and supported counsel to the Committee in its preparation of an objection to the proposed bidding and sale procedures.Through my professional association, I am a principal with the firm Dundon Advisers LLC, and Dundon's retention as financial advisor to the Committee has been approved by the Court.

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 YOUFIT HEALTH CLUBS, LLC, et al.,l Case No. 20-12841 (MFW) Debtors. Jointly Administered Objection Deadline: February 25, 2021 at 4:00 p.m. (ET) Hearing Date: Scheduled only if Necessary FIRST COMBINED MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF DUNDON ADVISERS LLC AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM NOVEMBER 20, 2020 THROUGH JANUARY 31,_2021 Name of Applicant: Dundon Advisers LLC Authorized to Provide Professional Services Official Committee of Unsecured Creditors to: Order authorizing retention entered December Date of Retention: 30, 2020, effective as of November 20, 2020 Period for which Compensation and November 20, 2020 through January 31, 2021 Reimbursement is Sought: Amount of Compensation Sought as Actual, $$0,265.00 Reasonable and Necessary: Amount of Expense Reimbursement Sought $348.75 as Actual, Reasonable and Necessary: This is a: x monthly interim final application. ' 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

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PRIOR 1VIONTHLY APPLICATIONS FILED DUNDON'S LLC'S PROFESSIONALS Grand Total: $80,265.00 Total Hours: 131.60 Blended Rate: $609.91

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COMPENSATION BY PROJECT CATEGORY Business Analysis 44.2 $26,760.00 Case Administration 6.10 $3,480.00 Claims Analysis 9.5 $6,395.00 Committee Member/Professional Meetings & Communications 45.8 $26,130.00 Exit and Post-Effective Date Planning 2.9 $1,885.00 Investigations 2,0 $1,400.00 Fee/Employment Application ,4 $280.00 Sales Process Zp,'7 $13,935.00 Grand Total 131.60 $80,265.00 EXPENSE SUMMARY

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 YOUFIT HEALTH CLUBS, LLC, et al., Case No. 20-12841 (MFW) Debtors. Jointly Administered Objection Deadline: February 25, 2021 at 4:00 p.m. Hearing Date: Scheduled only if Necessary FIRST COMBINED MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF DUNDON ADVISERS LLC AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS THE PERIOD FROM NOVEMBER 10, 2020 THROUGH JANUARY 31, 2021 Pursuant to sections 330 and 331 of Title 11 of the United States Code (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the `Bankruptcy Rules"), and the Court's Administrative Order Establishing Procedures for Monthly, Interim, and Final Compensation and ReimbuNsement of Expenses of PNofessionals Retained in These Chapter 11 Cases entered on December 3, 2020 (the "Administrative Order"), Dundon Advisers LLC ("Dundon"), financial advisor for the Official Committee of Unsecured Creditors (the "Committee"), hereby submits its First Combined Monthly Application for Compensation and Reimbursement of Expenses for the PeNiodf rom November 10, 2020 Through January 31, 2021 (the "Application"). By this Application, Dundon seeks a monthly interim allowance of compensation in the amount of $80,265.00 and actual and necessary expenses in the amount of $348.75 for a total allowance of $80,613.75 and payment of $64,212.00 (80% of the allowed fees) and reimbursement of $348.75 (100% of the allowed expenses) for a total payment of $64,560.75 for

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the period November 10, 2020 through January 31, 2021 (the "Interim Period"). In support of this Application, Dundon respectfully represents as follows: Background On November 9, 2020 (the "Petition Date"), each of the Debtors commenced a voluntary case under Chapter 11 of the Bankruptcy Code in this Court. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these Cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). 3. On November 18, 2020, the United States Trustee for Region 3 (the "U.S. Trustee") appointed the Committee to represent the interests of all unsecured creditors in these cases pursuant to section 1102 of the Bankruptcy Code. The members appointed to the Committee are: (i) Gator Flower Mound, LLC; (ii) DF Lexington Properties, LLC; (iii) Hulen Pointe Retail, LLC; (iv) Westwood Plaza, LLC; and (v} Jason Blank. The Notice of Appointment of Committee of Unsecured Creditors [Docket No. 101] was filed on November 18, 2020. 4. On December 3, 2020, the Court entered the Administrative Order, authorizing estate professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly

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fee applications. If no objections are made within fourteen (14) days after service of the monthly fee application, the Debtors are authorized to pay the Professional an amount equal to the lesser of (i) eighty percent (80%) of the fees and one hundred percent (100%) of the expenses requested in the monthly fee application, and (ii) eighty percent (80%) of the fees and one hundred percent (100%) of the expenses not subject to an objection pursuant to 2(b) of the Administrative Order. Beginning with the period ending February 28, 2021, if any, at three (3) month intervals or at such other intervals convenient to the Court, each Professional shall file and serve on the Notice Parties a request for interim Court approval and allowance, pursuant to section 331 of the Bankruptcy Code, of the compensation and reimbursement of expenses sought in the Monthly Fee Applications filed during the Interim Fee Period. All fees and expenses paid are on an interim basis until final allowance by the Court. 5. The retention of Dundon, as financial advisor to the Committee, was approved effective as of November 20, 2020, by this Court's ONdeN AuthoNizing the Employment and Retention of Dundon AdviseNs LLC as Financial Advisor for the Official Committee of Unsecured Creditors, Nunc Pro Tunc to NovembeN 20, 2020, dated December 30, 2020 (the "Retention Order"). The Retention Order authorized Dundon to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. DUNDON'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Coingensation Paid and Its Source 6. All services for which Dundon requests compensation were performed for or on behalf of the Committee. Dundon has received no payment and no promises for payment

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from any source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between Dundon and any other person other than the partners of Dundon for the sharing of compensation to be received for services rendered in these cases. Dundon has not received a retainer in these cases, Fee Statements 7. The fee statements for the Interim Period are attached hereto as Exhibit A. These statements contain daily time logs describing the time spent by each professional during the Interim Period. To the best of Dundon's knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Administrative Order. The time reports are organized on a daily basis. Dundon's charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in a case under the Bankruptcy Code. Actual and Necessary Expenses 8. A summary of actual and necessary expenses incurred by Dundon for the Interim Period is attached hereto as part of Exhibit A. Summary of Services Rendered 9. The names of the timekeepers of Dundon who have rendered professional services in these cases during the Interim Period are set forth in the attached Exhibit A. Dundon, by and through such persons, reviewed and analyzed historical financial information provided by the Debtors; reviewed and prepared summaries for the Committee and counsel to the

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Committee of the budget and variances thereto reported by the Debtors; prepared for and attended multiple conference calls with members of the Committee, the Committee's counsel, counsel to the Debtors; counsel to the Debtors' lender, and local counsel to the Committee. In addition, Dundon's professionals reviewed and analyzed various due diligence documents; provided support and analysis for the Committee's objections to the Debtors' proposed bidding and sale procedures; attended multiple conference calls with the Debtors' investment bankers regarding the ongoing sale process, reviewed and analyzed the confidential information memorandum and related sales materials, and reviewed and analyzed for the Committee the bids received; and prepared the application for the approval of the employment of Dundon's retention and the declaration of Matthew Dundon in support of Dundon's retention as financial adviser to the Committee. Dundon's efforts have been extensive due to the size and complexity of the Debtors' bankruptcy cases. Summary of Services by Project 10. The services rendered by Dundon during the Interim Period can be grouped into the categories set forth below. Dundon attempted to place the services provided in the category that best relates to such services. However, because certain services may relate to one or more categories, services pertaining to one category may in fact be included in another category. These services performed, by categories, are generally described below, with a more detailed identification of the actual services provided set forth on the attached Exhibit A. Exhibit A identifies the professionals who rendered services relating to each category, along with the number of hours for each individual and the total compensation sought for each

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category. A. Business Analysis 11. During the Interim Period, Dundon conducted extensive diligence and analysis of the budget with representatives of the Debtors. Dundon also attended calls with the Committee's counsel, conducted conferences with financial advisors for the lenders, and reviewed various due diligence documents. Fees: $26,760.00 Hours: 44.20 B. Case Administration 12. During the Interim Period, Dundon conducted strategy calls with counsel to the Committee; and conducted discussions regarding and prepared for a hearing on December 4, 2020. Fees: $3,480.00 Hours: 6.10 C. Claims Analysis 13. During the Interim Period, Dundon reviewed the schedules and statements of financial affairs prepared the Debtors; reviewed and analyzed the insider payments made during the four year period preceding the filing of these bankruptcy cases; and began analysis and due diligence on the 90 day preference payments. Fees: $6,395.00 Hours: 9.50 D. Committee Member/Professional Meetings &Communications 14. During the Interim Period, Dundon prepared for and attended multiple strategy telephone conferences with members of the Committee and the Committee' counsel, and

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prepared materials and presentations for the benefit of the Committee; prepared for and attended numerous telephone conferences with representatives of the Debtors' financial advisors and their investment bankers. Fees: $26,130.00 Hours: 45.80 E. Exit and Post Effecti~~e Date Planning 15. During the Interim Period, Dundon analyzed and evaluated settlement proposals with the Lenders, and communicated with counsel to the Committee regarding the Fees: $1,885.00 Hours: 2.90 F. Investigations 16. During the Interim Period, Dundon .reviewed diligence materials from the Debtors regarding certain guarantees provided.. Fees: $1,400.00 Hours: 2.00 G. Fee/Employment Application 17. Time billed to this category relates to the preparation of the application for the approval of the employment of Dundon as financial advisor to the Committee, as well as issues pertaining to a review of and discussions with the U.S. Trustee's office relating thereto. Fees: $280.00 Hours: .40 H. Sale Process 18. During the Interim Period, Dundon reviewed and analyzed motions for approval of bidding and sale procedures and objections filed by various landlords and interested

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conferences with members of the Committee to discuss the proposed sale of the Debtors' assets and supported counsel to the Committee in its preparation of an objection to the proposed bidding and sale procedures. Dundon conducted discussions with investment bankers for the Debtors, and prepared for and attended the hearing to consider approval of the sale conducted on December 28, 2020. Fees: $13,935.00 Hours: 20.70 Valuation of Services 19. Professionals of Dundon expended a total 131.60 hours in connection with Dundon's representation as financial advisor to the Committee during the Interim Period, as follows: Grand Total: $80,265.00 Total Hours: 131.60 Blended Rate: $609.91 20. The nature of work performed by these persons is fully set forth in Exhibit A attached hereto. These are Dundon's normal hourly rates for work of this character. The reasonable value of the services rendered by Dundon for the Committee during the Interim Period is $80,265.00. 21. In accordance with the factors enumerated in section 330 of the

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Bankruptcy Code, it is respectfully submitted that the amount requested by Dundon is fair and reasonable given (a) the complexity of these cases, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under the Bankruptcy Code. Moreover, Dundon has reviewed the requirements of Del. Bankr. LR 2016-2 and the Administrative Order and believes that this Application complies with such Rule and Order. WHEREFORE, Dundon respectfully requests that, for the period November 20, 2020 through January 31, 2020, an interim allowance be made to Dundon for compensation in the amount of $80,265.00 and actual and necessary expenses in the amount of $348.75 for a total allowance of $80,613.75 and payment of $64,212.00 (80% of the allowed fees) and reimbursement of $348.75 (100% of the allowed expenses) for a total payment of $64,560.75, and for such other and further relief as this Court may deem just and proper. Dated: February 11, 2021 DUNDON ADVISERS LLC lsl Matthew S. Dundon Matthew S. Dundon 440 Mamamorneck Avenue, Suite 507 Harrison, NY 10528 Main office line: (914) 341-1188 Fax: (21Z) 202-4437 Email: MD@Dundon.com Financial Advisor to the Official Committee of Unsecured Creditors

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DECLARATION STATE OF NEW YORK COUNTY OF WESTCHESTER Matthew Dundon, after being duly sworn according to law, deposes and says: a) Through my professional association, I am a principal with the firm Dundon Advisers LLC, and Dundon's retention as financial advisor to the Committee has been approved by the Court. b) I am familiar with the services rendered by Dundon Advisers LLC as financial advisor to the Committee. c) I have reviewed the foregoing Application, and the facts set forth therein are true and correct to the best of my knowledge, information and belie£ Moreover, I have reviewed Del. Bankr. LR 2016-2 and the Administrative Order entered on December 3, 2020, and submit that the Application substantially complies with such Rule and Order. lsl Matthew S. Dundon Matthew S. Dundon