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Full title: Application for Compensation Combined Second Interim Application and Final Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the period November 9, 2020 to June 30, 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-C # 2 Proposed Form of Order # 3 Notice) (Meloro, Dennis) (Entered: 07/06/2021)

Document posted on Jul 5, 2021 in the bankruptcy, 34 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

On January 5, 2021, following the expiration of the 14-day objection period, the Debtors filed the Certificate of No Objection to First Monthly Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from November 9, 2020 Through November 30, 2020On February 9, 2021, following the expiration of the 14-day objection period, the Debtors filed the Certificate of No Objection to Second Monthly Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from December 1, 2020 Through December 31, 2020On April 6, 2021, following the expiration of the 14-day objection period, the Debtors filed the Certificate of No Objection to Fourth Monthly Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from February 1, 2021 Through February 28, 2021On May 17, 2021, following the expiration of the 14-day objection period, the Debtors filed the Certificate of No Objection to Fifth Monthly Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from March 1, 2021 Through March 31, 2021This category includes services related to the bidding procedures and sale motion; preparing a reply in support of the sale motion and in response to objections; revisions to the bidding procedures and sale order; the preparation and service of certain notices under the bidding procedures, including, for example, those to the members; resolving objections to the bidding procedures and sale motion; the preparation and service of the notice of potential assumption and assignment and the attached cure schedule; addressing the sales of certain de minimis assets; conferences with the Debtors and their advisors on sale issues; negotiations regarding the sale with parties in interest; preparing for the closing of the sale, including, for example, by drafting a transition services agreement, asset purchase agreement amendment, and supplemental sale order; engaging in negotiations regarding the sale with parties in interest; analyzing sale closing issues; performing other tasks related to the bidding and sale process; and closing reconciliation issues.

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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) COVER SHEET FOR COMBINED SECOND INTERIM APPLICATION AND FINAL APPLICATION OF GREENBERG TRAURIG, LLP, COUNSEL TO THE DEBTORS, FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM NOVEMBER 9, 2020 THROUGH JUNE 30, 2021 Name of Applicant: Greenberg Traurig, LLP Authorized to Provide Professional Services to: YouFit Health Clubs, LLC, et al. December 4, 2020 nunc pro tunc to November 9, Date of Retention: 2020 March 1, 2021 through June 30, 2021 (Second Period for Which Compensation and Interim Period) Reimbursement sought November 9, 2020 through June 30, 2021 (Final Application Period) $481,469.00 (Second Interim Period) $2,352,911.50 (Final Application Period) (this Total compensation sought this period amount reflects a previously agreed reduction of $1,020.50)2 $1,037.58 (Second Interim Period) Total expense reimbursement sought this period: $15,930.54 (Final Application Period) 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 Docket No. 738 ¶¶ 3–4.

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Total compensation allowed by interim order to $1,871,442.50 date: Total expenses allowed by interim order to date: $14,892.96 Total allowed compensation paid to date: $2,090,440.503 Total allowed expenses paid to date: $15,630.85 $834.26 (Second Interim Period) Blended rate in this application for all attorneys: $776.31 (Final Application Period) Blended rate in this application for all $826.56 (Second Interim Period) timekeepers: $764.36 (Final Application Period) Compensation sought in this application already paid pursuant to a monthly compensation order $218,998.00 but not yet allowed: Expenses sought in this application already paid pursuant to a monthly compensation order but not $737.89 yet allowed: Number of professionals included in this Second Interim Period: 11 application: Final Application Period: 30 If applicable, number of professionals in this application not included in staffing plan approved N/A by client: $131,849 more than budgeted (Second Interim If applicable, difference between fees budgeted Period) and compensation sought for this period: $87,208.50 less than budgeted (Final Application Period)4 Number of professionals billing fewer than 15 5 (Second Interim Period) hours to the case during this period: 14 (Final Application Period) Are any rates higher than those approved and Yes; Greenberg Traurig, LLP adjusts its hourly disclosed at retention? If yes, calculate and rates on January 1 of each year. The rates for disclose the total compensation sought in this Greenberg Traurig, LLP timekeepers in 2020 and application using the rates originally disclosed in 2021 are each reflected in the charts below. the retention application. 3 Paid compensation includes application of a retainer in the amount of $389,327 that Greenberg Traurig held on the Petition Date pursuant to the terms of the order [Docket No. 226] approving Greenberg Traurig’s retention. 4 Greenberg Traurig was $218,037 under budget during the first interim period.

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This is a(n): Monthly X Interim X Final Application Greenberg Traurig, LLP estimates that it will incur $30,000.00 in estimated fees in connection with the final preparation and presentation of this application, and those of the Debtors’ other professionals, as well as other wind down and case closing matters. Greenberg Traurig, LLP will file a supplement in respect of these fees prior to the hearing on this Application.

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SUMMARY OF MONTHLY FEE APPLICATIONS FOR THE SECOND INTERIM PERIOD MARCH 1, 2021 THROUGH JUNE 30, 2021 AND THE FINAL PERIOD JUNE 20, 2020 THROUGH DECEMBER 11, 2020
Table 1 on page 4. Back to List of Tables
Application Fees
Requested
Expenses
Requested
Fees Approved Expenses
Approved
Total Owed
First Monthly
11/9/20 – 11/30/20
Docket No. 529,
Filed 12/18/20

Certificate of No
Objection
(“CNO”): Docket
No. 600, Filed
1/5/21
$376,738.50 $7,996.93 $301,390.80 $7,996.93 $0.00
Second Monthly
12/1/20 – 12/31/20
Docket No. 681,
Filed 1/25/21

CNO: Docket No.
738, Filed 2/9/21
$695,300.50 $3,407.09 $555,424.005 $3,407.09 $0.00
Third Monthly
1/1/21 – 1/31/21
Docket No. 767,
Filed 2/22/21

CNO: Docket No.
812, Filed 3/11/21
$478,075.50 $3,387.54 $382,460.40 $3,387.54 $0.00
Fourth Monthly
2/1/21 – 2/28/21
Docket No. 831,
Filed 3/22/21

CNO: Docket No.
852, Filed 4/6/21
$322,348.50 $101.40 $257,878.80 $101.40 $0.00
5 As referenced in footnote 2, this amount reflects a voluntarily reduction in the amount of $1,020.50.

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Table 1 on page 5. Back to List of Tables
Application Fees
Requested
Expenses
Requested
Fees Approved Expenses
Approved
Total Owed
First Interim
11/9/20 – 2/28/21
Docket No. 873,
Filed 4/23/21

Order Docket No.
923, Entered
5/25/21
$1,871,442.50 $14,892.96 $1,871,442.50 $14,892.96 $0.00
Fifth Monthly
3/1/21 – 3/31/21
Docket No. 885,
Filed 4/30/21

CNO: Docket No.
908, Filed 5/17/21
$125,450.00 $554.96 $100,360.00 $554.96 $25,090.00
Sixth Monthly
4/1//21 – 4/30/21
Docket No. 943,
Filed 6/11/21

CNO: Docket No.
986, Filed 6/28/21
$148,297.50 $182.93 $118,638.00 $182.93 $29,659.50
Seventh Monthly
5/1/21 – 5/31/21
$156,410.50 $71.30 N/A N/A $156,481.80
Eighth Monthly
6/1/21 – 6/30/21
$51,311.00 $228.39 N/A N/A $51,539.39
TOTALS: $2,352,911.50 15,930.54 $2,090,440.50 $15,630.85 $262,770.69

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COMPENSATION BY INDIVIDUAL SECOND INTERIM PERIOD MARCH 1, 2021 THROUGH JUNE 30, 2021
Table 1 on page 6. Back to List of Tables
Name of
Professional Person
Position of the
Applicant; Date
of Bar Admission;
Area of Expertise
Hourly
Billing
Rate
Total
Billed
Hours
Total Compensation
Shareholders: None None None
Scott E. Fink Shareholder;
Member of New
York Bar since
2001; Area of
expertise: Tax.
$1,000.00 4.90 $4,900.00
Eric J. Howe Shareholder;
Member of
Minnesota Bar
since 2013,
Member of Illinois
Bar since 2007;
Area of expertise:
Bankruptcy.
$980.00 156.00 $152,880.00
Dennis A. Meloro Shareholder;
Member of
Delaware Bar
since 2003; Area
of expertise:
Bankruptcy.
$1,195.00 49.10 $58,674.50
Nancy A. Peterman Shareholder;
Member of Illinois
Bar since 1991,
Member of New
York Bar since
2012; Area of
expertise:
Bankruptcy.
$1,300.00 27.50 $35,750.00
David B. Weinstein Shareholder;
Member of
Massachusetts Bar
since 1987,
Member of New
York Bar since
2016; Area of
expertise:
Litigation.
$890.00 3.80 $3,382.00

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Table 1 on page 7. Back to List of Tables
Name of
Professional Person
Position of the
Applicant; Date
of Bar Admission;
Area of Expertise
Hourly
Billing
Rate
Total
Billed
Hours
Total Compensation
Kenneth N.
Zuckerbrot
Shareholder;
Member of New
York Bar since
1968; Area of
expertise: Tax.
$1,600.00 5.50 $8,800.00
Associates: None None None
Nicholas E. Ballen Associate;
Member of Illinois
Bar since 2015;
Area of expertise:
Bankruptcy.
$690.00 223.70 $154,353.00
Danny Duerdoth Associate;
Member of Illinois
Bar since 2016;
Area of expertise:
Bankruptcy.
$600.00 33.60 $20,160.00
Shira Peleg Associate;
Member of New
York Bar since
2014, Member of
New Jersey Bar
since 2012; Area
of expertise: Tax.
$870.00 5.40 $4,698.00
Patrick Wu Associate;
Member of Texas
Bar since 2020,
Member of
Georgia Bar since
2021; Area of
expertise:
Bankruptcy.
$545.00 64.10 $34,934.50
Paralegals: None None None
Wendy Cathers Paralegal; Joined
$330.00 8.90 $2,937.00
the firm in 2019.
None None None
Total: 582.50 $481,469.00 None None None
Blended Rate: $826.56 None None None None

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COMPENSATION BY PROJECT CATEGORY SECOND INTERIM PERIOD MARCH 1, 2021 THROUGH JUNE 30, 2021
Table 1 on page 8. Back to List of Tables
Task Code Project Category Total Hours Total
Fees
B800.803 Business Operations 1.00 $1,300.00
B800.804 Case Administration 81.70 $75,611.00
B800.805 Claims Administration & Objections 138.50 $106,722.50
B800.807 Stay Relief 9.80 $6,612.50
B800.809 Financing Matters & Cash Collateral 7.90 $6,698.00
B800.810 Litigation Matters 4.70 $4,264.00
B800.812 Plan & Disclosure Statement 152.80 $135,481.50
B800.813 Fee/Employment Applications 71.60 $46,337.50
B800.824 Preparation/Review Reports 6.00 $5,021.50
B800.831 Creditors’ Committee – General 0.70 $541.00
B800.832 Creditor Inquiries 12.50 $9,656.00
B800.833 Court Hearings 18.80 $16,732.50
B800.834 General Corporate Matters 0.40 $392.00
B800.835 Leases and Executory Contracts 38.50 $31,338.00
B800.837 Utility Matters 14.00 $10,355.00
B800.838 Sale of Property 9.00 $9,044.00
B800.845 Tax Matters 14.60 $15,362.00
Total: None 582.50 $481,469.00

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EXPENSE SUMMARY SECOND INTERIM PERIOD MARCH 1, 2021 THROUGH JUNE 30, 2021
Table 1 on page 9. Back to List of Tables
Expense Category Service Provider
(if applicable)
Total Expenses
Filing Fees Michael A. Staab $188.00
Off-site Printing and Copying
Charges
Reliable Copy Service Inc. $71.30
Service Company Charges Reliable Copy Service Inc. $169.50
Transcript Charges Reliable Copy Service Inc. $172.60
Information and Research LexisNexis $436.18
Total Disbursements: None $1,037.58

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COMPENSATION BY INDIVIDUAL FINAL APPLICATION PERIOD NOVEMBER 9, 2020 THROUGH JUNE 30, 2021
Table 1 on page 10. Back to List of Tables
Name of
Professional Person
Position of the
Applicant; Date
of Bar Admission;
Area of Expertise
Hourly
Billing
Rate (2020)
Hourly
Billing
Rate (2021)
Total
Billed
Hours
Total
Compensation
Shareholders: None None None None
Avi Benayoun Shareholder;
Member of Florida
Bar since 1998;
Area of expertise:
Litigation.
$620.00 $645.00 38.00 $23,795.00
Gregory Daddario Shareholder;
Member of New
York Bar since
2008, Member of
Massachusetts Bar
since 2016; Area
of expertise:
Corporate.
$795.00 $825.00 55.70 $45,700.50
Scott E. Fink Shareholder;
Member of New
York Bar since
2001; Area of
expertise: Tax.
N/A $1,000.00 4.90 $4,900.00
Dana Hooper Shareholder;
Member of
Arizona Bar since
2005; Area of
expertise:
Litigation.
$585.00 N/A 5.10 $2,983.50
Eric J. Howe Shareholder;
Member of
Minnesota Bar
since 2013,
Member of Illinois
Bar since 2007;
Area of expertise:
Bankruptcy.
$840.00 $980.00 683.10 $629,118.00
Marvin A. Kirsner Shareholder;
Member of Florida
Bar since 1981;
Area of expertise:
Tax.
N/A $1,030.00 3.40 $3,502.00

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Table 1 on page 11. Back to List of Tables
Name of
Professional Person
Position of the
Applicant; Date
of Bar Admission;
Area of Expertise
Hourly
Billing
Rate (2020)
Hourly
Billing
Rate (2021)
Total
Billed
Hours
Total
Compensation
Bruce I. March Shareholder;
Member of Florida
Bar since 1993,
Member of New
York Bar since
1988; Area of
expertise:
Corporate.
$1,100.00 $1,200.00 10.60 $12,100.00
Daniel D. McCawley Shareholder;
Member of Florida
Bar since 1998,
Member of District
of Columbia Bar
since 2000; Area
of expertise: Real
Estate.
$790.00 N/A 12.70 $10,033.00
Dennis A. Meloro Shareholder;
Member of
Delaware Bar
since 2003; Area
of expertise:
Bankruptcy.
$1,100.00 $1,195.00 205.70 $235,409.00
Nancy A. Peterman Shareholder;
Member of Illinois
Bar since 1991,
Member of New
York Bar since
2012; Area of
expertise:
Bankruptcy.
$1,150.00 $1,300.00 155.30 $189,155.00
David B. Weinstein Shareholder;
Member of
Massachusetts Bar
since 1987,
Member of New
York Bar since
2016; Area of
expertise:
Litigation.
N/A $890.00 13.00 $11,570.00

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Table 1 on page 12. Back to List of Tables
Name of
Professional Person
Position of the
Applicant; Date
of Bar Admission;
Area of Expertise
Hourly
Billing
Rate (2020)
Hourly
Billing
Rate (2021)
Total
Billed
Hours
Total
Compensation
Jeffrey M. Wolf Shareholder;
Member of
Massachusetts Bar
since 1987,
Member of New
York Bar since
2016; Area of
expertise:
Bankruptcy.
$995.00 $1,050.00 84.10 $86,160.00
Thomas L. Woodman Shareholder;
Member of Ohio
Bar since 1982,
Member of Texas
Bar since 1985;
Area of expertise:
Litigation.
$1,055.00 $1,110.00 28.90 $31,347.50
Kenneth N.
Zuckerbrot
Shareholder;
Member of New
York Bar since
1968; Area of
expertise: Tax.
N/A $1,600.00 5.50 $8,800.00
Associates: None None None None
Jillian M. Askren Associate;
Member of the
Florida Bar since
2015, Member of
the Virginia Bar
since 2015; Area
of expertise:
Litigation.
N/A $410.00 3.30 $1,353.00
Nicholas E. Ballen Associate;
Member of Illinois
Bar since 2015;
Area of expertise:
Bankruptcy.
$550.00 $690.00 578.00 $369,364.00
Zachary O. Bazara Associate;
Member of Texas
Bar since 2011;
Area of expertise:
Real Estate.
$475.00 N/A 5.20 $2,470.00

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Table 1 on page 13. Back to List of Tables
Name of
Professional Person
Position of the
Applicant; Date
of Bar Admission;
Area of Expertise
Hourly
Billing
Rate (2020)
Hourly
Billing
Rate (2021)
Total
Billed
Hours
Total
Compensation
Julie Blackmore Associate;
Member of Florida
Bar since 2014;
Area of expertise:
Corporate.
$455.00 N/A 5.80 $2,639.00
Samuel Bookhardt Associate;
Member of Florida
Bar since 2016;
Area of expertise:
Litigation.
$400.00 $430.00 33.10 $13,462.00
Danny Duerdoth Associate;
Member of Illinois
Bar since 2016;
Area of expertise:
Bankruptcy.
$435.00 $600.00 223.00 $115,798.50
Sara Hoffman Associate;
Member of the
New York Bar
since 2014; Area
of expertise:
Bankruptcy.
$860.00 $900.00 196.60 $172,232.00
Matthew Hoxsie Associate;
Member of
Arizona Bar since
2019; Area of
expertise:
Litigation.
$315.00 N/A 8.50 $2,677.50
Peter D. Kieselbach Associate;
Member of the
Minnesota Bar
since 2015; Area
of expertise:
Bankruptcy.
$615.00 $750.00 179.00 $118,968.00
Steven M. Levick Associate;
Member of New
York Bar since
2016, Member of
the Florida Bar
since 2020; Area
of expertise: Real
Estate.
$450.00 $475.00 104.70 $48,402.50

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Table 1 on page 14. Back to List of Tables
Name of
Professional Person
Position of the
Applicant; Date
of Bar Admission;
Area of Expertise
Hourly
Billing
Rate (2020)
Hourly
Billing
Rate (2021)
Total
Billed
Hours
Total
Compensation
Shira Peleg Associate;
Member of New
York Bar since
2014, Member of
New Jersey Bar
since 2012; Area
of expertise: Tax.
N/A $870.00 5.40 $4,698.00
Cushla E. Talbut Associate;
Member of Florida
Bar since 2014;
Area of expertise:
Real Estate.
$455.00 N/A 6.70 $3,048.50
Patrick Wu Associate;
Member of Texas
Bar since 2020,
Member of
Georgia Bar since
2021; Area of
expertise:
Bankruptcy.
$500.00 $545.00 338.60 $174,520.00
Paralegals: None None None None
Sandy Bratton Paralegal; Joined
the firm in 2004.
$375.00 N/A 31.70 $11,887.50
Wendy Cathers Paralegal; Joined
the firm in 2019.
$315.00 $330.00 43.20 13,842.00
Noemi Romero Paralegal; Joined
the firm in 2000.
$370.00 N/A 10.80 $3,996.00
Total: 3,079.60 $2,353,932.006
Blended Rate: $764.36 None None None None None
6 As referenced in footnote 2, Greenberg Traurig, LLP has voluntarily reduced its fees by $1,020.50, and therefore is seeking approval of the reduced amount, or $2,352,911.50, by this application.

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COMPENSATION BY PROJECT CATEGORY FINAL APPLICATION PERIOD NOVEMBER 9, 2020 THROUGH JUNE 30, 2021
Table 1 on page 15. Back to List of Tables
Task Code Project Category Total Hours Total
Fees
B800.803 Business Operations 26.30 $27,631.00
B800.804 Case Administration 230 $178,685.50
B800.805 Claims Administration & Objections 158.60 $124,068.50
B800.806 Employee Benefits/Pensions 54.90 $52,450.50
B800.807 Stay Relief 34.70 $25,805.00
B800.809 Financing Matters & Cash Collateral 122.60 $116,208.50
B800.810 Litigation Matters 131.30 $81,352.50
B800.811 Creditor Committee Issues 12.50 $9,211.00
B800.812 Plan & Disclosure Statement 308.40 $258,959.50
B800.813 Fee/Employment Applications 243.50 $160,937.00
B800.824 Preparation/Review Reports 22.70 $15,625.50
B800.831 Creditors’ Committee – General 9.90 $7,301.00
B800.832 Creditor Inquiries 31.30 $24,667.00
B800.833 Court Hearings 108.40 $93,167.50
B800.834 General Corporate Matters 24.90 $20,279.00
B800.835 Leases and Executory Contracts 455.10 $300,303.50
B800.836 Schedules and Statements 86.80 $50,821.50
B800.837 Utility Matters 34.60 $24,087.00
B800.838 Sale of Property 840.80 $679,121.50
B800.845 Tax Matters 21.70 $21,976.00
B800.963 First Day Motions/Filings 68.90 $46,806.00
B800.964 Second Day Motions 51.70 $34,467.50
Total: None 3,079.60 $2,353,932.007
7 As referenced in footnote 2, Greenberg Traurig, LLP has voluntarily reduced its fees by $1,020.50, and therefore is seeking approval of the reduced amount, or $2,352,911.50, by this application.

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EXPENSE SUMMARY FINAL APPLICATION PERIOD NOVEMBER 9, 2020 THROUGH JUNE 30, 2021
Table 1 on page 16. Back to List of Tables
Expense Category Service Provider
(if applicable)
Total Expenses
Conference Calls American Teleconferencing
Services, Ltd.
$3.21
Court Fees Court Call, LLC $1,314.00
Deposition/Court Reporters Veritext LLC $355.90
Filing Fees Michael A. Staab $7,501.52
Off-site Printing and Copying
Charges
Reliable Copy Service Inc. $633.95
Postage Sandra Proule $47.00
Professional & Legal N/A $48.75
Service Company Charges Reliable Copy Service Inc. $1,340.19
Transcript Charges Reliable Copy Service Inc. $357.95
UPS Charges United Parcel Service, Inc. $84.62
Information and Research LexisNexis $4,243.45
Total Disbursements: None $15,930.54

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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) COMBINED SECOND INTERIM APPLICATION AND FINAL APPLICATION OF GREENBERG TRAURIG, LLP, COUNSEL TO THE DEBTORS, FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM NOVEMBER 9, 2020 THROUGH JUNE 30, 2021 Greenberg Traurig, LLP (“Greenberg Traurig”), counsel to the above-captioned debtors and debtors in possession (collectively, the “Debtors”), hereby submits its combined second interim application and final application (the “Application”) for compensation and reimbursement of expenses for (i) the interim period from March 1, 2021 through and including June 30, 2021 (the “Second Interim Period”), and (ii) the final period from November 9, 2020 through and including June 30, 2021 (the “Final Application Period”) pursuant to 11 U.S.C. §§ 330 and 331 (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rule 2016-2 of the Local Rules of 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. 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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202] (the “Compensation Procedures Order”). By this Application, Greenberg Traurig seeks (i) interim allowance of compensation in the amount of $481,469.00 and reimbursement of actual expenses in the amount of $1,037.58 for an aggregate total of $482,506.58 for the Second Interim Period, and (ii) final allowance of compensation in the amount of $2,352,911.50 (this amount reflects a previously agreed reduction of $1,020.50)2 and reimbursement of actual expenses in the amount of $15,930.54 for an aggregate total of $2,368,842.04 for the Final Application Period in accordance with the Compensation Procedures Order. In support of the Application, Greenberg Traurig respectfully represents as follows: BACKGROUND 1. On November 9, 2020, each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (the “Petition Date”) thereby commencing the above-captioned chapter 11 cases (the “Chapter 11 Cases”). 2. The Chapter 11 Cases are being jointly administered for procedural purposes only, pursuant to the Order Authorizing and Directing the Joint Administration of the Debtors’ Chapter 11 Cases for Procedural Purposes Only [Docket No. 37] entered on November 10, 2020. 3. On November 14, 2020, the Debtors filed the Application of the Debtors for Entry of an Order Authorizing the Employment and Retention of Greenberg Traurig, LLP as Counsel for the Debtors and Debtors in Possession, Nunc Pro Tunc to the Petition Date [Docket No. 83]. 4. On November 18, 2020, an official committee of unsecured creditors was appointed in the Chapter 11 Cases. No request has been made for the appointment of a trustee or examiner. 5. On December 3, 2020, the Court entered the Compensation Procedures Order. 6. On December 4, 2020, the Court entered the Order Approving Application of the 2

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Debtors for Entry of an Order Authorizing the Employment and Retention of Greenberg Traurig, LLP as Counsel for the Debtors and Debtors in Possession, Nunc Pro Tunc to the Petition Date [Docket No. 226]. 7. On December 18, 2020, the Debtors filed the First Monthly Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from November 9, 2020 Through November 30, 2020 [Docket No. 529]. On January 5, 2021, following the expiration of the 14-day objection period, the Debtors filed the Certificate of No Objection to First Monthly Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from November 9, 2020 Through November 30, 2020 [Docket No. 600]. 8. On January 25, 2021, the Debtors filed the Second Monthly Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from December 1, 2020 Through December 31, 2020 [Docket No. 681]. On February 9, 2021, following the expiration of the 14-day objection period, the Debtors filed the Certificate of No Objection to Second Monthly Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from December 1, 2020 Through December 31, 2020 [Docket No. 738].3 9. On February 22, 2021, the Debtors filed the Third Monthly Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from January 1, 2021 Through January 31, 2021 [Docket No. 767]. On March 11, 2021, following the expiration of the 14-day 3

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objection period, the Debtors filed the Certificate of No Objection to Third Monthly Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from January 1, 2021 Through January 31, 2021 [Docket No. 812]. 10. On March 22, 2021, the Debtors filed the Fourth Monthly Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from February 1, 2021 Through February 28, 2021 [Docket No. 831]. On April 6, 2021, following the expiration of the 14-day objection period, the Debtors filed the Certificate of No Objection to Fourth Monthly Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from February 1, 2021 Through February 28, 2021 [Docket No. 852]. 11. On April 23, 2021, Greenberg Traurig filed the First Interim Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from November 9, 2020 Through February 28, 2021 [Docket No. 873] (the “First Interim Fee Application”). On May 25, 2021, the Court entered the Omnibus Order Approving Interim Fee Applications of Professionals [Docket No. 923], which, among other things, approved the First Interim Fee Application. 12. On April 30, 2021, the Debtors filed the Fifth Monthly Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from March 1, 2021 Through March 31, 2021 [Docket No. 885]. On May 17, 2021, following the expiration of the 14-day objection period, the Debtors filed the Certificate of No Objection to Fifth Monthly Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and

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Reimbursement of Expenses for the Period from March 1, 2021 Through March 31, 2021 [Docket No. 908]. 13. On June 11, 2021, the Debtors filed the Sixth Monthly Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from April 1, 2021 Through April 30, 2021 [Docket No. 943]. On June 28, 2021, following the expiration of the 14-day objection period, the Debtors filed the Certificate of No Objection to Sixth Monthly Fee Application of Greenberg Traurig, LLP, Counsel to the Debtors, for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from April 1, 2021 Through April 30, 2021 [Docket No. 986]. 14. On June 24, 2021, the Court entered the Order Pursuant to 11 U.S.C. §§ 105(a), 305(a), 349, 363, 554, and 1112(b) and Fed. R. Bankr. P. 1017(a) and 6007; (A) Dismissing the Chapter 11 Cases and (B) Granting Related Relief [Docket No. 966]. 15. Greenberg Traurig responds to the following questions raised in the U.S. Trustee Program’s Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases (the “U.S. Trustee Guidelines”):
Table 1 on page 21. Back to List of Tables
Question Yes No Additional
Explanation or
Clarification
Did Greenberg Traurig agree to any variations from,
or alternatives to, Greenberg Traurig’s standard or
customary billing rates, fees or terms for services
pertaining to this engagement that were provided
during the application period? If so, please explain.
X N/A
If the fees sought in the Interim Fee Application as
compared to the fees budgeted for the time period
covered by the Interim Fee Application are higher by
10% or more, did Greenberg Traurig discuss the
X N/A

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Table 1 on page 22. Back to List of Tables
Question Yes No Additional
Explanation or
Clarification
reasons for the variation with the client?
Have any of the professionals included in the Interim
Fee Application varied their hourly rate based on
geographic location of the bankruptcy case?
X N/A
Does the Interim Fee Application include time for
fees related to reviewing or revising time records or
preparing, reviewing or revising invoices?
X N/A
Does the Interim Fee Application include time for
fees for reviewing time records to redact any
privileged or other confidential information? If so,
please quantify hours and fees.
X N/A
Does the Interim Fee Application include any rate
increases since retention in these cases?
X The application
reflects regular
yearly rate
increases from
2020 to 2021, as
detailed in the
summary cover
sheet.
[Remainder of page intentionally left blank]

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COMPENSATION PAID AND ITS SOURCE 16. All services performed during the Application Period for which Greenberg Traurig is requesting compensation were performed for or on behalf of the Debtors. 17. As of the date of this Application, Greenberg Traurig has not received any payment or any promise of payment for the services rendered from anyone in any capacity, nor is there an agreement in place between Greenberg Traurig and any person or otherwise in connection with the matters in this Application. SUMMARY OF SERVICES RENDERED 18. This Application is the combined second interim and final fee application filed by Greenberg Traurig in these Chapter 11 Cases. In connection with the professional services described below, by this Application, Greenberg Traurig seeks compensation in the amount of $482,506.58 for the Second Interim Period (which includes Greenberg Traurig’s fifth, sixth, and seventh monthly fee applications), and $2,368,842.04 (this amount reflects a previously agreed reduction of $1,020.50)4 for the Final Application Period. 19. The majority of services rendered by Greenberg Traurig during the Final Application Period as counsel to the Debtors are summarized below. Moreover, each of the following are set forth in the invoices attached the first [Docket No. 529-1], second [Docket No. 681-1], third [Docket No. 767-1], fourth [Docket No. 831-1], fifth [Docket No. 855-1], and sixth [Docket No. 943-1] monthly fee applications,5 which include: (i) a description of the Professional performing the services; (ii) the date the services were performed; (iii) a detailed description of the nature of the services and the related time expended; and (iv) a summary of the fees and hours of 4 Docket No. 738 ¶¶ 3–4. 5 Greenberg Traurig will be filing a combined monthly fee application for the months of May and June 2021, which will include the invoice for May 1, 2021 through May 31, 2021 and the invoice for June 1, 2021 through June 30,

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each Professional listed by project category (which applicable categories are set forth below). Summarily, Greenberg Traurig rendered the following services during the Application Period as counsel to the Debtors: a) Business Operations (B800.803) Fees: $27,631.00 Hours: 26.30 This category includes services related to addressing certain of the Debtors’ operational matters, including issues regarding the Debtors’ billing services provided by ABC Financial, going forward insurance policies, and insurance. b) Case Administration (B800.804) Fees: $178,685.50 Hours: 230.00 This category includes services related to the general administration of these cases, including correspondences Debtors and their advisors regarding various filings; updating and maintaining the case file; analyzing service and notice issues; working on the case timeline and calendars; preparation of various certificates of no objection and certifications of counsel; tracking pending objections; tax returns; closing reconciliations; merchant accounts; case dismissal matters; and wind down matters. c) Claims Administration & Objections (B800.805) Fees: $124,068.50 Hours: 158.60 This category includes the preparation of the motion to establish bar dates and related papers; omnibus claims objections; and tracking, reviewing, and analyzing filed claims, particularly administrative, secured, and priority claims. d) Employee Benefits/Pensions (B800.806) Fees: $52,450.50 Hours: 54.90 This category includes handling issues related to the bonuses for the Debtors’ employees, including preparing a motion regarding such bonuses.

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e) Stay Relief (B800.807) Fees: $25,805.00 Hours: 34.70 This category includes services related to the automatic stay and requests for stay relief, including analyzing and responding to stay relief motions and negotiating agreed resolutions of such motions. f) Financing Matters & Cash Collateral (B800.809) Fees: $116,208.50 Hours: 112.60 This category involves services related to DIP financing matters, including the DIP financing motion, budgets, credit documents, and related orders; drafting a motion to amend the DIP and extend certain milestones; communication on DIP and other financing-related issues with the Debtors’ DIP lenders, advisors, objecting parties, and other parties in interest; drafting further notices to extend the DIP maturity date; drafting a promissory note; and reconciliation issues. g) Litigation Matters (B800.810) Fees: $81,352.50 Hours: 131.30 This category involves services related to pending litigation matters involving the Debtors including those in Arizona, Colorado, Florida, and Texas; the preparation and filing of suggestions of bankruptcy; class action lawsuits; and settlement matters. h) Creditor Committee Issues (B800.811) Fees: $9,211.00 Hours: 12.50 This category involves services related to issues with the official committee of unsecured creditors including confidentiality issues and information requests. i) Plan & Disclosure Statement (B800.812) Fees: $258,959.50 Hours: 308.40 This category includes services relating to the combined liquidating plan and disclosure statement; plan and solicitation process; liquidating trust agreement; confirmation brief; and case

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dismissal. j) Fee/Employment Applications (B800.813) Fees: $160,937.00 Hours: 243.50 This category includes services related to drafting, revising, and filing retention applications, retention orders, and monthly fee applications and statements for the Debtors’ professionals; drafting and revising a motion to establish interim compensation procedures; related communications with the U.S. Trustee; preparing supplemental declarations for the retention orders; reviewing and filing declarations for the Debtors’ ordinary course professionals; and drafting interim and final fee applications. k) Preparation/Review Reports (B800.824) Fees: $15,625.50 Hours: 22.70 This category includes services related to preparing, drafting, reviewing, and filing the monthly operating reports and quarterly ordinary course professionals report; analyzing issues related to bankruptcy reporting obligations; and communications with the Debtors and financial advisors on related issues. l) Creditors’ Committee – General (B800.831) Fees: $7,301.00 Hours: 9.90 This category includes communications with the official committee of unsecured creditors regarding various case matters, including responding to information requests. m) Creditor Inquiries (B800.832) Fees: $24,667.00 Hours: 31.30 This category involves responding to various creditor inquiries and information requests, including matters regarding the status of the bankruptcy cases such as the solicitation, confirmation, and case dismissal.

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n) Court Hearings (B800.833) Fees: $93,167.50 Hours: 108.40 This category includes services related to drafting hearing agendas and notices; preparing for and attending the various court hearings, including the first day, bidding procedures, second day, sale, plan and disclosure statement, confirmation, case dismissal, and other omnibus hearings; and the preparation and submission of the related orders. o) General Corporate Matters (B800.834) Fees: $20,279.00 Hours: 24.90 This category includes the analysis of general corporate matters, including issues related to non-competition agreements, insurance, the closing of the sale, the transition service agreement, the preparation of board resolutions, and other corporate governance issues. p) Leases and Executory Contracts (B800.835) Fees: $300,303.50 Hours: 455.10 This category includes services and analysis related to lease rejections and amendments; reviewing underlying lease information; cure objections; adequate assurance information; communicating with landlords and other counterparties; drafting omnibus rejection motions; researching certain cure issues; contract lease assumptions and assignments; preparing related notices; and addressing other executory contracts and cure issues. q) Schedules and Statements (B800.836) Fees: $50,821.50 Hours: 86.80 This category includes services related to preparing the Debtors’ schedules of assets and liabilities and statements of financial affairs, including, without limitation, conferences with the Debtors and other professionals, and legal research and analysis related to the preparation of the schedules and statements.

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r) Utility Matters (B800.837) Fees: $24,087.00 Hours: 34.60 This category includes services related to requests by utility providers for additional adequate assurance, objections to the utility motion, inquiries from utility providers, post-sale and post-closing utilities issues, and related correspondence with utility providers. s) Sale of Property (B800.838) Fees: $679,121.50 Hours: 840.80 This category includes services related to the bidding procedures and sale motion; preparing a reply in support of the sale motion and in response to objections; revisions to the bidding procedures and sale order; the preparation and service of certain notices under the bidding procedures, including, for example, those to the members; resolving objections to the bidding procedures and sale motion; the preparation and service of the notice of potential assumption and assignment and the attached cure schedule; addressing the sales of certain de minimis assets; conferences with the Debtors and their advisors on sale issues; negotiations regarding the sale with parties in interest; preparing for the closing of the sale, including, for example, by drafting a transition services agreement, asset purchase agreement amendment, and supplemental sale order; engaging in negotiations regarding the sale with parties in interest; analyzing sale closing issues; performing other tasks related to the bidding and sale process; and closing reconciliation issues. t) Tax Matters (B800.845) Fees: $21,976.00 Hours: 21.70 This category includes services related to preparing the interim and final tax motion and order; responding to taxing authorities regarding information requests; payroll tax issues; tax returns and liabilities; and addressing related tax issues, including, for example, tax credits under the CARES Act.

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u) First Day Motions/Filings (B800.963) Fees: $46,806.00 Hours: 68.90 This category includes services related to finalizing and filing certain first day motions; conferences via phone and email with the Debtors and their advisors regarding first day filings; discussion with the U.S. Trustee regarding the first day motions; and making related revisions to the proposed first day orders. v) Second Day Motions (B800.964) Fees: $34,467.50 Hours: 51.70 This category includes services related to finalizing and filing certain second day pleadings; conferences via phone and email with the Debtors and their advisors regarding second day pleadings; discussion with the U.S. Trustee regarding the second day pleadings; making related revisions to the proposed second day orders; and preparing certificates of no objection and certifications of counsel for the various second day pleadings. SUMMARY OF EXPENSES 20. During (i) the Second Interim Period, Greenberg Traurig incurred or disbursed actual and necessary costs and expenses related to these Chapter 11 Cases in the aggregate amount of $1,037.58, and (ii) the Final Application Period, Greenberg Traurig incurred or disbursed actual and necessary costs and expenses related to these Chapter 11 Cases in the aggregate amount of $15,930.54. The expenses incurred include filing fees, Court Call charges for telephonic appearances, research charges, copying and service charges, and postage fees. A detailed description of the necessary costs and expenses incurred by Greenberg Traurig is attached as exhibits to the first [Docket No. 592-2], second [Docket No. 681-2], third [Docket No. 767-1], fourth [Docket No. 831-2], fifth [Docket No. 885-2], sixth [Docket No. 943-2], and forthcoming combined seventh and eighth monthly fee application.

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21. Pursuant to Local Rule 2016-2, Greenberg Traurig represents as follows with regard to its charges for actual and necessary costs and expenses incurred during the Application Period: a. Copy Charges were $.10 per page, which charge is reasonable and customary in the legal industry and represents the costs of copy material, acquisition, maintenance, storage and operation of copy machines, together with a margin for recovery of related expenditures. In addition, Greenberg Traurig often utilizes outside copier services for high volume projects, and this Application seeks the recovery of those costs, if applicable; b. Incoming facsimiles are not billed; c. Out-going facsimiles are billed at the rate of $0.25 per page. The cost represents operator time, maintaining several dedicated facsimile telephone lines, supplies and equipment, and includes a margin for recovery of related expenditures; d. Toll telephone charges are not billed; and e. Computer assisted legal research charges are billed at actual costs. VALUATION OF SERVICES Greenberg Traurig expended a total of 3,079.60 hours in connection with this matter during the Final Application Period. The nature of the work performed by the Professionals is detailed in the exhibits of the first [Docket No. 529-1], second [Docket No. 681-1], third [Docket No. 767-1], fourth [Docket No. 831-1], fifth [Docket No. 855-1], sixth [Docket No. 943-1] and forthcoming combined seventh and eighth monthly fee applications. The hourly rates contained therein are Greenberg Traurig’s normal hourly rates for work of this character. 22. In accordance with the factors enumerated in Section 330 of the Bankruptcy Code, the amounts requested herein for compensation and expense reimbursement are fair and reasonable given (a) the complexity of these cases, (b) the time expended by the attorneys and

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paraprofessionals at Greenberg Traurig, (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 this title. 23. Greenberg Traurig hereby certifies that (i) it has reviewed the requirements of Local Rule 2016-2 and (ii) this Application complies with such rule. 24. Greenberg Traurig has provided a copy of this Application to the Notice Parties (as defined in the Compensation Procedures Order). CONCLUSION WHEREFORE, Greenberg Traurig respectfully requests that: (a) it be allowed compensation in the amount of $481,469.00 for professional services rendered and reimbursement of expenses in the amount of $1,037.58 for the Second Interim Period; (b) it be allowed compensation in the amount of $2,352,911.50 (this amount reflects a previously agreed reduction of $1,020.50)6 for professional services rendered and reimbursement of expenses in the amount of $15,930.54 for the Final Application Period; (c) the Court authorize the Debtors to pay Greenberg any unpaid portion for the Final Application Period on a final basis; and (d) the Court grant such other and further relief deemed appropriate under the circumstances. [Signature page follows] 6

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Dated: July 6, 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 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

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EXHIBITS A – C PLEASE TAKE NOTICE that in compliance with the U.S. Trustee Program’s Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases (the “U.S. Trustee Guidelines”), attached hereto as Exhibit A is a copy of the budget and staffing plan agreed to between the above-captioned debtors and debtors in possession and Greenberg Traurig, LLP (“Greenberg Traurig”) for March 1, 2021 through June 30, 2021 (the “Second Interim Period”). A chart comparing the total hours spent and the hours budgeted for each task code for the Second Interim Period is attached hereto as Exhibit B. PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit C is Greenberg Traurig’s customary and comparable compensation disclosures. [Signature Page Follows]

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Dated: July 6, 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 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

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