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Full title: Monthly Application for Compensation [Second] and Reimbursement of Expenses of Dundon Advisers LLC as Financial Advisor to the Official Commitee of Unsecured Creditors for the period from February 1, 2021 to March 31, 2021 Filed by Dundon Advisers LLC. Objections due by 5/3/2021. (Attachments: # 1 Notice # 2 Exhibit A # 3 Certificate of Service and Service List) (Robinson, Colin) (Entered: 04/19/2021)

Document posted on Apr 18, 2021 in the bankruptcy, 12 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 Reimbursement of Expenses of Professionals 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 Second Combined Monthly Application for Compensation and Reimbursement of Expenses for the Period from February 1, 2021 Through March 31, 2021 (the “Application”).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.The retention of Dundon, as financial advisor to the Committee, was approved effective as of November 20, 2020, by this Court’s Order Approving the Retention and Employment of Dundon as Financial Advisor to the Official Committee of Unsecured Creditors, Effective as of November 20, 2020, dated December 30, 2020 (the “Retention Order”).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 prepared summaries for the Committee and counsel to the 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.Through my professional association, I am a principal with the firm Dundon Advisers LLC, and the 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.,1 Case No. 20-12841 (MFW) Debtors. Jointly Administered _____________________________________/ Objection Deadline: May 3, 2021 at 4:00 p.m. (ET) Hearing Date: Scheduled only if Necessary SECOND 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 FEBRUARY 1, 2021 THROUGH MARCH 31, 2021
Table 1 on page 1. Back to List of Tables
Name of Applicant: Dundon Advisers LLC
Authorized to Provide Professional Services
to:
Official Committee of Unsecured Creditors
Date of Retention: Order authorizing retention entered December
30, 2020, effective as of November 20, 2020
Period for which Compensation and
Reimbursement is Sought:
February 1, 2021 through March 31, 2021
Amount of Compensation Sought as Actual,
Reasonable and Necessary:
$18,315.00
Amount of Expense Reimbursement Sought
as Actual, Reasonable and Necessary:
$0.00
This is a: x monthly ____ 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, 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

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PRIOR MONTHLY APPLICATIONS FILED
Table 1 on page 2. Back to List of Tables
Date Filed Period Covered Requested
Fees
Requested
Expenses
Approved
Fees
Approved
Expenses
02/11/2021 November 20, 2020
– January 31, 2021
$80,265.00 $348.75 $64,212.00 $348.75
PRIOR MONTHLY APPLICATIONS FILED DUNDON’S LLC’S PROFESSIONALS
Table 2 on page 2. Back to List of Tables
Name of
Professional
Person
Position of the
Applicant
Hourly Billing
Rate (including
Changes)
Total
Hours
Billed
Peter Hurwitz Principal $700.00 18.8
Phillip Preis Managing Director $650.00 3.5
Lee Rooney Associate Director $400.00 7.2
Grand Total: $18,315.00 Total Hours: 29.50 Blended Rate: $620.85

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COMPENSATION BY PROJECT CATEGORY
Table 1 on page 3. Back to List of Tables
Project Categories Total Hours Total Fees
Business Analysis 3.0 $2,045.00
Case Administration 6.4 $2,560.00
Claims Analysis 5.4 $3,780.00
Committee
Member/Professional Meetings
& Communications
6.5 $4,240.00
Exit and Post-Effective Date
Planning
0.3 $195.00
Plan and Disclosure Statement 5.1 $3,535.00
Fee/Employment Application .4 $280.00
Grand Total 29.5 $18,315.00
COMPENSATION BY PROJECT CATEGORY EXPENSE SUMMARY
Table 2 on page 3. Back to List of Tables
Expense Category Service Provider
(if applicable)
Total
Expenses
Expenses $0.00
Total $0.00

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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: May 3, 2021 at 4:00 p.m. Hearing Date: Scheduled only if Necessary SECOND 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 FEBRUARY 1, 2021 THROUGH MARCH 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 Reimbursement of Expenses of Professionals 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 Second Combined Monthly Application for Compensation and Reimbursement of Expenses for the Period from February 1, 2021 Through March 31, 2021 (the “Application”). By this Application, Dundon seeks a monthly interim allowance of compensation in the amount of $18,315.00 and actual and necessary expenses in the amount of $0.00 for a total allowance of $18,315.00 and payment of $14,652.00 (80% of the allowed fees) and reimbursement of $0.00 (100% of the allowed expenses) for a total payment of $14,652.00 for

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the period February 1, 2021 through March 31, 2021 (the “Interim Period”). In support of this Application, Dundon respectfully represents as follows: Background 1. 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 Order Approving the Retention and Employment of Dundon as Financial Advisor to the Official Committee of Unsecured Creditors, Effective as of November 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 Compensation 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 prepared summaries for the Committee and counsel to the Committee of the budget and variances thereto reported by the Debtors; prepared

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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 filed claims; and reviewed and analyzed the plan of reorganization, disclosure statement with a particular focus on the liquidation analysis contained therein. 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 category. A. Business Analysis 11. During the Interim Period, Dundon conducted an 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 operating reports.

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Fees: $2,045.00 Hours: 3.0 B. Case Administration 12. During the Interim Period, Dundon conducted various analyses and conducted discussions regarding budgeting and variances. Fees: $2,560.00 Hours: 6.40 C. Claims Analysis 13. During the Interim Period, Dundon reviewed and analyzed the filed claims. Fees: $3,780.00 Hours: 5.40 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 prepared materials and presentations for the benefit of the Committee; prepared for and attended numerous telephone conferences with representatives of the Debtor’s financial advisors and their investment bankers. Fees: $4,240.00 Hours: 6.50 E. Exit and Post Effective Date Planning 15. During the Interim Period, Dundon analyzed and evaluated correspondence relating to the supplemental sale order; and Dundon communicated with counsel to the Committee regarding the same. Fees: $195.00 Hours: .30

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F. Plan and Disclosure Statement 16. During the Interim Period, Dundon reviewed and analyzed the Plan and Disclosure Statement and related liquidation analysis. Fees: $3,535.00 Hours: 5.10 G. Fee/Employment Application 17. Time billed to this category relates to the preparation of the application for the first combined monthly fees of Dundon as financial advisor to the Committee. Fees: $1,960.00 Hours: 2.80 Valuation of Services 18. Professionals of Dundon expended a total 131.60 hours in connection with their representation of the Committee during the Interim Period, as follows:
Table 1 on page 10. Back to List of Tables
Name of
Professional
Person
Initials of
Professional
Person
Hourly Billing
Rate (including
Changes)
Total Hours
Billed
Total Compensation
Peter Hurwitz Principal $700.00 18.8 $13,160.00
Phillip Preis Managing
Director
$650.00 3.5 $2,275.00
Lee Rooney Associate
Director
$400.00 7.2 $2,880.00
Grand Total: $18,185.00 Total Hours: 29.50 Blended Rate: $620.85 19. 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 $18,315.00.

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20. In accordance with the factors enumerated in section 330 of the 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 February 1, 2021 through March 31, 2021, an interim allowance be made to Dundon for compensation in the of $18,315.00 and actual and necessary expenses in the amount of $0.00 for a total allowance of $18,315.00 and payment of $ (80% of the allowed fees) and reimbursement of $0.00 (100% of the allowed expenses) for a total payment of $14,652.00, and for such other and further relief as this Court may deem just and proper. Dated: April 19, 2021 DUNDON ADVISERS LLC /s/ Matthew S. Dundon Matthew Dundon 440 Mamamorneck Avenue, Suite 507 Harrison, NY 10528 Main office line: (914) 341-1188 Fax: (212) 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 the 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 belief. 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. /s/ Matthew S. Dundon Matthew S. Dundon 10209048-1

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