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Full title: Application for Compensation First and Final Fee Application of Hilco Real Estate, LLC for Allowance of Compensation for Services Rendered as Real Estate Advisor to the Debtors for the period November 9, 2020 to May 14, 2021 Filed by YouFit Health Clubs, LLC. Hearing scheduled for 8/3/2021 at 10:30 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #4, Wilmington, Delaware. Objections due by 7/13/2021. (Attachments: # 1 Exhibit A # 2 Verification of Sarah K. Baker # 3 Proposed Form of Order # 4 Notice of Fee Application) (Meloro, Dennis) (Entered: 07/06/2021)

Document posted on Jul 5, 2021 in the bankruptcy, 7 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Pursuant to 11 U.S.C. §§ 328 and Rule 2016 of the Federal Rules of Bankruptcy Procedure, Hilco Real Estate, LLC (“Hilco”) hereby moves this Court for final allowance of compensation for professional services rendered as real estate advisor to the above-captioned debtors and debtors-in-possession (the “Debtors”) in the amount of for the period commencing November 9, 2020 through May 14, 2021 (the “Fee Period”).4 Hilco to be compensated in the ordinary course of business and in accordance with the terms of the Real Estate Consulting and Advisory Services Agreement of June 16, 2020 (as amended from time to time, the “Engagement Agreement”); provided, however, Hilco was required to submit a final fee application with a summary of fees earned and expenses incurred along with a summary of what fees and expenses have been paid, in connection with these chapter 11 cases.The Debtors retained Hilco as the Debtors’ exclusive agent to provide real estate advisory services with respect to negotiating with third parties and the Debtors’ landlords (the “Landlords”) to enter into lease restructuring agreements in connection with certain of the Debtors’ unexpired leases of nonresidential real property (the “Leases”).Lease Portfolio, (iii) consulting with the Debtors with respect to a strategic plan for restructuring, deferring rent, or shortening term of the Leases (the “Strategy”), (iv) negotiating the terms of restructuring, rent deferral and termination agreements with the Landlords under the Leases, (v) providing written reports periodically to the Debtors regarding the status of negotiations with Landlords; and (vi) assisting the Debtors in closing the pertinent Lease restructuring agreements, in each case as approved by the Debtors (collectively, the “Services”).In addition, pursuant to the Retention Order, Debtors and Hilco provided notices of Hilco’s fees and invoices to the following: (a) the Debtors, (b) counsel for Debtors, (c) counsel to the Official Committee of Unsecured Creditors, (d) counsel to the prepetition lender and administrative and collateral agent, (e) counsel to the postpetition lender and administrative and collateral agent, and (f) the Office of the United States Trustee for the District of Delaware (collectively the “Notice Parties”).

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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: July 13, 2021 at 4:00 p.m. (ET) Hearing Date: August 3, 2021 at 10:30 a.m. (ET) FIRST AND FINAL FEE APPLICATION OF HILCO REAL ESTATE, LLC FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AS REAL ESTATE ADVISOR TO THE DEBTORS FOR THE PERIOD FROM NOVEMBER 9, 2020 THROUGH MAY 14, 2021 Name of Applicant: Hilco Real Estate, LLC Authorized to Provide Professional Services to: Debtors and Debtors-in-Possession Date of Retention: December 3, 2020 nunc pro tunc to November 9, 2020 Period for which compensation is sought: November 9, 2020 through May 14, 2021 Amount of Compensation sought as actual, reasonable and necessary: $1,019,1692 Amount of Expense Reimbursement sought as actual, reasonable and necessary: $0 This is an: interim X final application This is applicant's first and final fee 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 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. 2 Hilco’s fees are comprised of restructured lease savings and term shortening fees earned postpetition under the Engagement Agreement in the aggregate amount of $1,019,169. As set forth in the Engagement Agreement, Hilco set off the full amount of the Initial Fee ($75,000.00) against all restructured lease savings and term shortening fees earned under the Engagement Agreement. Hilco is requesting final allowance of compensation in the amount of $1,019,169. All compensation has been paid. There were no qualifying Expenses incurred.

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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.,3 Case No. 20-12841 (MFW) Debtors. (Jointly Administered) Objection Deadline: July 13, 2021 at 4:00 p.m. (ET) Hearing Date: August 3, 2021 at 10:30 a.m. (ET) FIRST AND FINAL FEE APPLICATION OF HILCO REAL ESTATE, LLC FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AS REAL ESTATE ADVISOR TO THE DEBTORS FOR THE PERIOD FROM NOVEMBER 9, 2020 THROUGH MAY 14, 2021 Pursuant to 11 U.S.C. §§ 328 and Rule 2016 of the Federal Rules of Bankruptcy Procedure, Hilco Real Estate, LLC (“Hilco”) hereby moves this Court for final allowance of compensation for professional services rendered as real estate advisor to the above-captioned debtors and debtors-in-possession (the “Debtors”) in the amount of for the period commencing November 9, 2020 through May 14, 2021 (the “Fee Period”).4 In support of its Application, Hilco respectfully represents as follows: 3 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. 4 Hilco’s fees are comprised of restructured lease savings and term shortening fees earned postpetition under the Engagement Agreement in the aggregate amount of $1,019,169. As set forth in the Engagement Agreement, Hilco set off the full amount of the Initial Fee ($75,000.00) against all restructured lease savings and term shortening fees earned under the Engagement Agreement. Hilco is requesting final allowance of compensation in the amount of $1,019,169. All compensation has been paid. There were no qualifying Expenses incurred.

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BACKGROUND 1. On November 9, 2020, (the “Petition Date”), the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (the “Chapter 11 Case”). During the Chapter 11 Case, the Debtors operated its business and managed its properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 2. On November 18, 2020, the Office of the United States Trustee for the District of Delaware appointed an official committee of unsecured creditors pursuant to section 1102 of the Bankruptcy Code (the “Committee”) [Docket No. 101]. 3. Hilco was employed as real estate advisor for the Debtors in connection with this chapter 11 case, pursuant to that certain Order (I) Authorizing the Retention and Employment of Hilco Real Estate, LLC as Real Estate Consultants and Advisors for the Debtors Nunc Pro Tunc to the Petition Date and (II) Waiving Certain Reporting Requirements dated December 3, 2020 [Docket No. 196] (the “Retention Order”). The Retention Order authorized Hilco to be compensated in the ordinary course of business and in accordance with the terms of the Real Estate Consulting and Advisory Services Agreement of June 16, 2020 (as amended from time to time, the “Engagement Agreement”); provided, however, Hilco was required to submit a final fee application with a summary of fees earned and expenses incurred along with a summary of what fees and expenses have been paid, in connection with these chapter 11 cases. COMPENSATION PAID AND ITS SOURCE 4. All services for which compensation is requested by Hilco were performed for or on behalf of the Debtors. 5. Attached hereto as Exhibit A are invoices summarizing the fees earned during the Fee Period by category as outlined in the Engagement Agreement.

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SUMMARY OF SERVICES RENDERED AND BASIS FOR RELIEF 6. The Debtors retained Hilco as the Debtors’ exclusive agent to provide real estate advisory services with respect to negotiating with third parties and the Debtors’ landlords (the “Landlords”) to enter into lease restructuring agreements in connection with certain of the Debtors’ unexpired leases of nonresidential real property (the “Leases”). To that end, Hilco has provided the following services to the Debtors: (i) consulting with the Debtors and their advisors to ascertain the Debtors’ goals, objectives, and financial parameters; (ii) reviewing the Debtors’ Lease Portfolio, (iii) consulting with the Debtors with respect to a strategic plan for restructuring, deferring rent, or shortening term of the Leases (the “Strategy”), (iv) negotiating the terms of restructuring, rent deferral and termination agreements with the Landlords under the Leases, (v) providing written reports periodically to the Debtors regarding the status of negotiations with Landlords; and (vi) assisting the Debtors in closing the pertinent Lease restructuring agreements, in each case as approved by the Debtors (collectively, the “Services”). 7. Hilco submits this Application for final allowance of reasonable compensation for the actual, reasonable and necessary professional services that it has rendered as real estate advisor for the Debtors in these cases for the period November 9, 2020 through May 14, 2021. For the period covered by this Application, Hilco seeks final approval of fees for services rendered in the amount of $1,019,169 and actual, reasonable and necessary expenses totaling $0. 8. As a direct result of Hilco’s efforts, the Debtors were able to make significant strides toward achieving their goals and objectives for reducing lease exposure. By way of specific example, prior to the Petition Date and continuing through the Fee Period, Hilco reviewed the Debtors’ Lease Portfolio, with the objective of optimizing their go-forward footprint. This analysis included, among other components, determining each leased location’s current and projected profitability, as well as the market rate for each leased location’s rent terms.

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9. Hilco’s resources, capabilities, and experience were crucial to achieving successful results in these chapter 11 cases. Hilco worked closely with the Debtors, their management, and their other advisors, becoming well acquainted with, among other things, the Debtors’ operations, business needs, and complex Lease Portfolio. 10. Specifically, in consultation with the Debtors and their bankruptcy counsel, Hilco developed a strategy to reduce the Debtors’ ongoing Lease obligations. As the COVID-19 health crisis continued, the Hilco team worked with the Debtors and their advisors to further revise deal structures to try to mitigate newly contemplated risks in what would be the go-forward portfolio. Hilco completed negotiations with 75 of the Debtors’ Landlords, which resulted in the successful restructuring of over 53 Leases. Hilco achieved total lease savings of approximately $14,410,974, when calculated by the full terms of the Leases. As such, Hilco’s Services drastically improved EBITDA for the potential go-forward locations. 11. Given the results obtained, Hilco respectfully submits that the services for which it seeks compensation in this Application were necessary for, beneficial to, and in the best interests of, the Debtors. Hilco further submits that the compensation requested herein is reasonable in light of the nature, extent, and value of such services to the Debtors. 12. Hilco has endeavored to represent the Debtors in the most efficient manner possible. Moreover, Hilco has endeavored to coordinate with the other professionals involved in this case so as to minimize any duplication of effort and to minimize fees and expenses to the Debtors. THE REQUESTED COMPENSATION SHOULD BE ALLOWED 13. Section 328(a) of the Bankruptcy Code provides the trustee, or a committee appointed under section 1102, with the court’s approval, may employ or authorize the employment

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of a professional person under section 327 or 1103, on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis. 11 U.S.C. § 328(a). Section 328 also says: 14. The court may allow compensation different from the compensation provided under such terms and conditions after the conclusion of such employment, if such terms and conditions prove to have been improvident in light of developments not capable of being anticipated at the time of the fixing of such terms and conditions. 11 U.S.C. § 328(a). 15. The foregoing professional services performed by Hilco were appropriate and necessary. They were in the best interests of the Debtors and other parties in interest. Compensation for the foregoing services as requested is commensurate with the complexity, importance and nature of the problems, issues or tasks involved. The professional services were performed in an appropriately expeditious and efficient manner. 16. In addition, pursuant to the Retention Order, Debtors and Hilco provided notices of Hilco’s fees and invoices to the following: (a) the Debtors, (b) counsel for Debtors, (c) counsel to the Official Committee of Unsecured Creditors, (d) counsel to the prepetition lender and administrative and collateral agent, (e) counsel to the postpetition lender and administrative and collateral agent, and (f) the Office of the United States Trustee for the District of Delaware (collectively the “Notice Parties”). Pursuant to the Retention Order, the Notice Parties had fifteen (15) days from receipt of the stated notices with invoices, to review and dispute the invoices submitted by Hilco. No such objection or dispute has been made by any of the Notice Parties. The Debtors have paid Hilco’s fees in full.

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WHEREFORE, Hilco requests that final allowance be made to it in the sum of $1,019,169 as compensation for necessary professional services rendered to the Debtors for the Fee Period, and further requests such other and further relief as this Court may deem just and proper. Dated: July 6, 2021 HILCO REAL ESTATE, LLC Northbrook, Illinois _______________________________________ Sarah K. Baker, VP, Assistant General Counsel, Managing Member 5 Revere Drive, Suite 206 Northbrook, Illinois 60062 Telephone: (847) 418-2086 Facsimile: (847) 521-7818 Email: sbaker@hilcoglobal.com Real Estate and Related Advisor

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