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Full title: Application for Compensation Fifth Monthly Application of Donlin, Recano & Company, Inc., for Compensation for Services Rendered and Reimbursement of Expenses as Administrative Agent to the Debtors for the period March 1, 2021 to March 31, 2021 Filed by YouFit Health Clubs, LLC. Objections due by 4/29/2021. (Attachments: # 1 Exhibit A & B # 2 Notice of Fee Application) (Meloro, Dennis) (Entered: 04/15/2021)

Document posted on Apr 14, 2021 in the bankruptcy, 8 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Pursuant to sections 330 and 331 of title 11 of the United States Code (as amended, the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”) and this Court’s Administrative Order Establishing Procedures for Monthly, Interim, and Final Compensation and Reimbursement of Expenses of Professionals Retained in these Chapter 11 Cases [Docket No.(“DRC”), hereby submits this fifth monthly application (the “Fifth Monthly Application”) for compensation of services rendered as administrative agent for the above-captioned debtors and debtors in possession (the “Debtors”), seeking interim allowance of fees in the amount of $9,950.80 and payment of professional fees in the amount of $7,960.64 (80% of Fifth Monthly Application, and in accordance with theAdministrative Fee Order, DRC seeks interim allowance of fees in the amount of $9,950.80 in fees, payment of 80% of that amount ($7,960.64) for services rendered on behalf of the Debtors during the Compensation Period and reimbursement of actual necessary costs and expenses in the amount of $0.00.The general areas in which DRC has rendered services to the Debtors during theCompensation Period may be broadly characterized as follows: (a) DRC professionals prepared their fourth monthly fee application; and(b) DRC professionals attended to vote solicitation matters, including review ofsolicitation documents, preparing for and executing vote solicitation mailing andprocessing ballots.Thus, through this Fifth Monthly Application, DRC seeks interim allowance of its fees in the amount of $9,950.80 and payment of $7,960.64 (80% of $9,950.80) in fees and $0.00 in expenses.

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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) Objection Deadline: April 29, 2021 at 4:00 p.m. (ET). Hearing Date: Only if Objections are filed. SUMMARY OF FIFTH MONTHLY APPLICATION OF DONLIN, RECANO & COMPANY, INC. FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS ADMINISTATIVE AGENT TO THE DEBTORS FOR THE PERIOD MARCH 1, 2021 THROUGH MARCH 31, 2021 Name of Applicant: Donlin, Recano & Company, Inc. 6201 15TH Avenue Brooklyn, NY 11219 Telephone Number (212) 481-1411 Authorized to Provide The Debtors Services to: Date of Retention: December 3, 2020, nunc pro tunc to November 9, 2020 Period for which compensation March 1, 2021 through March 31, 2021 and reimbursement is sought: Amount of Compensation sought as actual, reasonable and necessary: $9,950.80 Amount of Expense Reimbursement sought as actual, reasonable and necessary: $0.00 This is a: Monthly __X_ Interim _____ Final _____ Application. 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, for which joint administration has been requested, 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 proposed claims and noticing agent at www.donlinrecano.com/yfhc. The mailing address for the debtor entities for

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If this is not the first application filed, disclose the following for each prior application Requested Approved Period Expenses Fees at 80% Expenses Date Filed Fees Covered 12/15/2020 11/09/20 – N/A $16,879.20 N/A $21,099.00 Dkt #520 11/30/20 01/25/2021 12/01/20- N/A $8,216.40 N/A $10,270.50 Dkt #682 12/31/20 02/18/2021 01/01/21- N/A $1,682.00 N/A $2,102.50 Dkt #756 01/31/21 03/22/2021 02/01/21- N/A $859.20 N/A $1,074.00 Dkt #830 02/28/21 SUMMARY OF PROFESSIONALS Name of Position Hourly Total Billed Total Professional Billing Hours Compensation Person Rate John Burlacu Senior Bankruptcy $179.00 24.2 $4,331.80 Consultant Edward Calderon Senior Bankruptcy $179.00 0.8 $143.20 Consultant Robin Charles Senior Bankruptcy $179.00 5.9 $1,056.10 Consultant Robert Gillin Senior Bankruptcy $179.00 12.4 $2,219.60 Consultant Andrew Logan Senior Bankruptcy $179.00 1.3 $232.70 Consultant Lisa Terry Senior Bankruptcy $179.00 2.0 $358.00 Consultant Roland Tomforde Senior Bankruptcy $179.00 0.3 $53.70 Consultant Jennifer Goode Case Manager $147.00 8.0 $1,176.00 Robin Charles* Senior Bankruptcy $116.00 2.0 $232.00 Consultant Robert Gillin* Senior Bankruptcy $116.00 0.7 $81.20 Consultant Leena Vohra Programming $95.00 0.7 $66.50 Consultant 58.3 $9,950.80 Grand Total $170.68 Blended Rate

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COMPENSATION BY PROJECT CATEGORY PROJECT CATEGORY TOTAL HOURS TOTAL FEES Fee Statement and Application Preparation 2.3 $411.70 Voting and Solicitation 56.0 $9,539.10 GRAND TOTAL 58.3 $9,950.80

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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) Objection Deadline: April 29, 2021 at 4:00 p.m. (ET). Hearing Date: Only if Objections are filed. FIFTH MONTHLY APPLICATION OF DONLIN, RECANO & COMPANY, INC. FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS ADMINISTATIVE AGENT TO THE DEBTORS FOR THE PERIOD MARCH 1, 2021 THROUGH MARCH 31, 2021 Pursuant to sections 330 and 331 of title 11 of the United States Code (as amended, the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”) and this Court’s Administrative Order Establishing Procedures for Monthly, Interim, and Final Compensation and Reimbursement of Expenses of Professionals Retained in these Chapter 11 Cases [Docket No. 202] entered on December 3, 2020 (the “Administrative Fee Order”), Donlin, Recano & Company, Inc. (“DRC”), hereby submits this fifth monthly application (the “Fifth Monthly Application”) for compensation of services rendered as administrative agent for the above-captioned debtors and debtors in possession (the “Debtors”), seeking interim allowance of fees in the amount of $9,950.80 and payment of professional fees in the amount of $7,960.64 (80% of 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, for which joint administration has been requested, 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 proposed claims and noticing agent at www.donlinrecano.com/yfhc. The mailing address for the debtor entities for

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$9,950.80) together with reimbursement of DRC’s actual and necessary expenses incurred in the amount of $0.00 for the period commencing March 1, 2021 through and including March 31, 2021 (the “Compensation Period”). In support of this Fifth Monthly Application, DRC respectfully represents as follows: JURISDICTION 1. This Court has jurisdiction over this matter pursuant to the provisions of 28U.S.C. §§ 157 and 1334, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, 2012. Venue is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409. The statutory predicates for the relief sought herein are sections 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016 and Local Rule 2016-2. BACKGROUND 2. On November 9, 2020 (the “Petition Date”), each of the Debtors filed a voluntarypetition for relief under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware. 3. The Debtors have continued in the possession of their property and havecontinued to operate and manage their businesses 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. 4. On November 13, 2020, the Debtors filed the Application Of The Debtors ForEntry Of An Order Authorizing The Employment And Retention Of Donlin, Recano & Company, Inc. As Administrative Agent Nunc Pro Tunc To The Petition Date [Docket No. 82] (the “Employment Application”). On December 3, 2020, the Court entered the Order Approving Application of the Debtors for Entry of an Order Authorizing the Employment And Retention Of

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Donlin, Recano & Company, Inc. As Administrative Agent Nunc Pro Tunc To The Petition Date (the “Retention Order”) [Docket No. 198]. 5. Pursuant to the Administrative Fee Order, each Professional may file and serve amonthly fee statement seeking interim approval and allowance of compensation for services rendered and reimbursement of expenses incurred during the preceding month. If no objections are raised prior to the expiration of a 14 day objection period, the Debtors are authorized to pay each Professional an amount equal to the lesser of (i) 80% of the fees and 100% of the expenses requested in the monthly fee statement or (ii) 80% of the fees and 100% of the expenses requested in the monthly fee statement that are not subject to an objection. RELIEF REQUESTED 6. Through this Fifth Monthly Application, and in accordance with theAdministrative Fee Order, DRC seeks interim allowance of fees in the amount of $9,950.80 in fees, payment of 80% of that amount ($7,960.64) for services rendered on behalf of the Debtors during the Compensation Period and reimbursement of actual necessary costs and expenses in the amount of $0.00. 7. DRC has received no payment and no promises for payment from any sourceother than the Debtors for services rendered during the Compensation Period in connection with the Debtors’ chapter 11 cases. There exists no agreement or understanding between DRC and any other person for the sharing of any compensation to be received for services rendered by DRC in the Debtors’ chapter 11 cases. 8. All services for which compensation is requested by DRC pursuant to thisApplication were performed for or on behalf of the Debtors in these chapter 11 cases. 9. This is DRC’s Fifth Monthly Application.

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SUMMARY OF SERVICES RENDERED 10. DRC has maintained detailed records of the time spent in the rendition ofprofessional services to the Debtors during the Compensation Period. Attached hereto as Exhibit A and incorporated herein by reference is a true and correct copy of the monthly billing statement prepared for the services rendered in these cases by DRC. The billing statement is in the same form regularly used by DRC to bill its clients for services rendered and includes the date that the services were rendered, a detailed, contemporaneous narrative description of the services provided, the amount of time spent for each service and the designation of the professional who performed the service. 11. DRC rendered 58.3 hours of professional services during the CompensationPeriod resulting in fees totaling $9,950.80, and incurred reasonable and necessary expenses totaling $0.00. 12. The general areas in which DRC has rendered services to the Debtors during theCompensation Period may be broadly characterized as follows: (a) DRC professionals prepared their fourth monthly fee application; and(b) DRC professionals attended to vote solicitation matters, including review ofsolicitation documents, preparing for and executing vote solicitation mailing andprocessing ballots. 13. The generality of the foregoing description is amplified on a day-to-day basis bythe billing statement attached as Exhibit A. 14. Annexed as Exhibit B and made part hereof is the Certification of RolandTomforde, pursuant to Section 504 of the Bankruptcy Code. 15. Pursuant to the Administrative Fee Order, professionals are entitled tocompensation from the Debtors’ estates and may be paid 80% of their allowed monthly fees and 100% of allowed expenses. The Administrative Fee Order specifically provides that all fees and

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expenses received remain subject to the Court’s final approval and allowance. Thus, through this Fifth Monthly Application, DRC seeks interim allowance of its fees in the amount of $9,950.80 and payment of $7,960.64 (80% of $9,950.80) in fees and $0.00 in expenses. WHEREFORE, DRC respectfully requests (a) interim allowance of its fees for services rendered during the Compensation Period in the amount of $9,950.80 (b) payment for services rendered during the Compensation Period in the amount of $7,960.64 (80% of $9,950.80), and (c) allowance and reimbursement of $0.00 in actual and necessary expenses incurred during theCompensation Period. Dated: Brooklyn, New York April 15, 2021 Respectfully submitted, DONLIN, RECANO & COMPANY, INC. By: ______________________________ Roland Tomforde Chief Operating Officer Donlin, Recano & Company, Inc. 6201 15th Avenue Brooklyn, NY 11219 Telephone: (212) 481-1411 Facsimile: (212) 481-1416 E-mail: rtomforde@donlinrecano.com

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