Case KG Doc 915 Filed 02/03/17 Page 1 of 25 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. Chapter 11

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1 Case KG Doc 915 Filed 02/03/17 Page 1 of 25 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: CITY SPORTS, INC., et al., Chapter 11 Case No (KG) Debtors. 1 Jointly Administered Objection Deadline: Feb. 16, 2017 at 4:00 p.m. (ET) Hearing Date: Feb. 23, 2017 at 2:00 p.m. (ET) COMBINED TWELFTH MONTHLY AND FINAL APPLICATION OF DLA PIPER LLP (US) FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR REIMBURSEMENT OF EXPENSES AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE MONTHLY PERIOD FROM SEPTEMBER 1, 2016 THROUGH FEBRUARY 28, 2017 AND THE FINAL PERIOD FROM OCTOBER 5, 2015 THROUGH FEBRUARY 28, 2017 Name of Applicant: Authorized to provide professional services to: DLA Piper LLP (US) City Sports, Inc. and its debtor affiliates in the above-captioned chapter 11 cases (collectively, the Debtors ) Date of Retention: Order entered on November 9, 2015 [D.I. 298], retention effective as of October 5, 2015 Period for which compensation and reimbursement are sought: For the Monthly Period from September 1, 2016 through February 28, 2017 and the Final Period from October 5, 2015 through February 28, 2017 Amount of Compensation sought as actual, reasonable, and necessary for the period from September 1, 2016 through February 28, 2017 (the Monthly Compensation Period ): Amount of Expense Reimbursement sought as actual, reasonable, and necessary for the Monthly Compensation Period: $112, $2, The Debtors in these Chapter 11 cases, together with the last four digits of each Debtor s federal tax identification number, are as follows: City Sports, Inc. (6205); and City Sports-DC, LLC (6205). The mailing address for the Debtors, solely for purposes of notices and communications, is: P.O. Box 5895, Salisbury, MA EAST\

2 Case KG Doc 915 Filed 02/03/17 Page 2 of 25 Amount of Compensation sought as actual, reasonable, and necessary for the period from October 5, 2015 through February 28, 2017 (the Final Compensation Period ): Amount of Expense Reimbursement sought as actual, reasonable, and necessary for the Final Compensation Period: 2 $1,016, $25, This is a: X monthly interim X final application 2 DLA Piper previously reserved the right to file a supplement to prior fee applications as the ultimate date of dismissal of these Chapter 11 Cases was unknown. At this time, DLA believes that these Chapter 11 Cases will be dismissed by the end of February 2017 and includes an estimate for fees of $15,000 and expenses of $500 that may be incurred through February 28, 2017 in order to avoid burdening the Court and parties in interest with yet another final fee application. EAST\

3 Case KG Doc 915 Filed 02/03/17 Page 3 of 25 Summary of Prior Fee Applications Filed: 3 Docket No. and Date Filed Docket No. 347 filed on 11/17/15 Docket No. 457 filed on 2/16/16 Docket No. 578 filed on 1/22/16 Docket No. 622 filed on 2/16/16 Docket No. 683 filed on 3/28/16 Docket No. 696 filed on 4/21/16 Docket No. 713 filed on 5/18/16 Docket No. 784 filed on 7/19/16 Docket No. 809 filed on 8/24/16 Docket No. 813 filed on 9/2/16 Period Covered 10/5/15 10/31/15 11/1/ /30/ /1/ /31/2015 1/1/2016 1/31/2016 2/1/2016 2/29/2016 3/1/2016 3/31/2016 4/1/2016 4/30/2016 5/1/16 5/31/16 6/1/16 6/30/16 7/1/16 7/31/16 Requested Previously Approved and Paid per Monthly Fee Applications Fees Expenses Fees Expenses (at 80%) (at 100%) $257, $8, , , $261, $5, , , $118, $3, , , $78, $1, $62, $1, $37, $ $30, $ $28, $22, , $32, $ $26, $ $15, $ , $24, $ , $15, $ , Docket No /1/16 $17, , filed on 9/9/16 8/31/16 Totals: $888, $22, $710, $22, This Application incorporates by reference the exhibits to each Monthly Fee Application listed herein. 4 This includes a voluntary reduction of $5, in fees and $ of expenses after discussions with the U.S. Trustee. 5 These totals are after a voluntary reduction of fees in the amount of $51, during the Final Compensation Period which consists of (i) a voluntary write off of fees in the amount of $48, (including a reduction of $13, for non-working travel discount and the $5,000 in fees and $ of expenses noted in footnote 2); and (ii) a voluntary write off of expenses in the amount of $2, EAST\

4 Case KG Doc 915 Filed 02/03/17 Page 4 of 25 COMPENSATION BY DLA PIPER LLP (US) PROFESSIONALS AND PARAPROFESSIONALS FOR THE MONTHLY PERIOD FROM SEPTEMBER 1, 2016 THROUGH FEBRUARY 28, 2017 Timekeeper Title Department And Year Admitted Rate Hours Amount Thomas R. Califano Partner Corporate & Finance Restructuring Admitted in New York in 1988 Stuart Brown Partner Corporate & Finance Restructuring Admitted in Delaware in 2001 Admitted in New Jersey in 1988 Admitted in Pennsylvania in 1988 Dienna Corrado Kaitlin M. Edelman Daniel N. Brogan Tara Nair Associate Associate Associate Law Gradnon adm Corporate & Finance Restructuring Admitted in New York in 2009 Corporate & Finance Restructuring Admitted in Delaware in 2013 Admitted in New Jersey in 2013 $ $5, $ $13, $ $13, $ $34, Litigation Admitted in Delaware in 2012 Admitted in New Jersey in 2012 Admitted in Pennsylvania in 2016 $ $1, Corporate & Finance Restructuring $ $1, Carolyn B. Fox Paralegal N/A $ $18, Theresa Marie Paralegal N/A $ $5, Pullan Stephanie Paralegal N/A $ $1, Lisko Beatrice Smith Paralegal N/A $ $1, Staci Hudson TOTALS Project Assistant N/A $ $ $97, EAST\

5 Case KG Doc 915 Filed 02/03/17 Page 5 of 25 COMPENSATION BY PROFESSIONALS AND PARAPROFESSIONALS FOR THE FINAL PERIOD FROM OCTOBER 5, 2015 THROUGH FEBRUARY 28, 2017 Timekeeper Title Department And Year Admitted Rate Hours Amount Gregg M. Galardi Partner Corporate & Finance Restructuring Admitted in Delaware in 1991 Admitted in New York in 2007 $ (nonworking travel) 18.6 $9, $ $228, $1, $15, Thomas R. Califano Partner Corporate & Finance Restructuring Admitted in New York in 1988 Stuart Brown Partner Corporate & Finance Restructuring Admitted in Delaware in 2001 Admitted in New Jersey in 1988 Admitted in Pennsylvania in 1988 Peter F. McLaughlin Dienna Corrado Of Counsel Intellectual Property and Technology Admitted in New York in 1993 Admitted in Massachusetts in 2010 Associate Corporate & Finance Restructuring Admitted in New York in 2009 $ $5, $ $14, $ $ $ (nonworking 11.7 $4, travel) $ $267, $ $193, Ryan J. Moreno Associate Corporate & Finance Admitted in New York in 2010 $ $1, Kaitlin M. Edelman Mordechai Y. Sutton Daniel N. Brogan Maria C. Grabis Associate Corporate & Finance Restructuring Admitted in Delaware in 2013 Admitted in New Jersey in 2013 Associate Corporate & Finance Restructuring Admitted in New Jersey in 2014 Admitted in New York in 2015 Associate Law Graduate Not Yet Admitted $ $42, $ $44, $ $2, $ $2, Litigation Admitted in Delaware in 2012 Admitted in New Jersey in 2012 Admitted in Pennsylvania in 2016 $ $1, N/A $ $37, $ $3, EAST\

6 Case KG Doc 915 Filed 02/03/17 Page 6 of 25 Timekeeper Title Department And Year Admitted Rate Hours Amount Tara Nair Carolyn B. Fox Yohami Lam Guerra Theresa Marie Pullan Stephanie Lisko Beatrice Smith JoAnn McDonough Staci Hudson TOTALS Law Grad-non adm Corporate & Finance Restructuring $ $1, Paralegal N/A $ $28, $ $51, Paralegal N/A $ $ Paralegal N/A $ $15, $ $9, Paralegal N/A $ $1, Paralegal N/A $ $1, Paralegal N/A $ $5, Project Assistant N/A $ $ $990, EAST\

7 Case KG Doc 915 Filed 02/03/17 Page 7 of 25 COMPENSATION BY PROJECT CATEGORY FOR THE MONTHLY PERIOD FROM SEPTEMBER 1, 2016 THROUGH FEBRUARY 28, 2017 Project Category Total Hours Total Fees Case Administration (B110) 30.7 $8, Creditor Inquiries (B112) 0.2 $ Asset Sales and Other Dispositions of Assets (B130) 7.7 $3, Meetings and Communications w/creditors Comm/Statutory Comm (B150) 0.4 $ Court Hearings (B155) 0.2 $ Fee Applications (B170) 90.8 $36, Litigation and Contested Matters (B190) 2.5 $1, Business Operations / Strategic Planning (B210) 3.3 $2, Financial Reports (B211) Claims Administration and Objections (B310) 69.6 $45, TOTAL $97, EAST\

8 Case KG Doc 915 Filed 02/03/17 Page 8 of 25 COMPENSATION BY PROJECT CATEGORY FOR THE FINAL PERIOD FROM OCTOBER 5, 2015 THROUGH FEBRUARY 28, 2017 Administration Project Category Total Hours Total Fees Case Administration (B110) $117, Creditor Inquiries (B112) 17.3 $12, Asset Analysis and Recovery (B120) 7.80 $7, Asset Sales and Other Dispositions of Assets (B130) $203, Adequate Protection/Relief from Stay (B140) $6, Utilities (B145) 6.30 $3, Meetings and Communications w/creditors Comm/Statutory Comm (B150) 17.0 $10, Court Hearings (B155) 41.3 $28, Employment Applications (B160) $40, Fee Applications (B170) $109, Executory Contracts and Leases (B185) $184, Litigation and Contested Matters (B190) 6.6 $3, Non-Working Travel (B195) $13, Operations Business Operations / Strategic Planning (B210) 66.4 $55, Financial Reports (B211) 23.2 $14, Employee Matters (B220).60 $ Financing/DIP/Cash Collateral Matters (B230) $26, Real Estate (B250).20 $ Claims and Plan Claims Administration and Objections (B310) $150, Voluntary Reductions (5,000.00) TOTAL 1,599.6 $986, EAST\

9 Case KG Doc 915 Filed 02/03/17 Page 9 of 25 EXPENSE SUMMARY FOR THE MONTHLY PERIOD FROM SEPTEMBER 1, 2016 THROUGH FEBRUARY 28, 2017 Expense Category Total Expenses Duplicating $ On-line Research $1, Delivery Charges $32.50 Court Costs $90.00 TOTAL $2, EAST\

10 Case KG Doc 915 Filed 02/03/17 Page 10 of 25 EXPENSE SUMMARY FOR THE FINAL PERIOD FROM OCTOBER 5, 2015 THROUGH FEBRUARY 28, 2017 Expense Category Total Expenses Black-and-White Photocopying ($0.10 per page) / Duplicating $1, Color Photocopying ($0.15 per page) $2, Court Call $ Court Costs $ Court Filings $ Delivery Services $1, Filing/Recording Fees $3, Off-Site Duplicating $ On Line Research $8, Parking/Mileage Reimbursement $31.50 Photocopies $ Rail Service $1, Taxi/Ground Transportation $1, Transcripts $2, VOLUNTARY REDUCTIONS ($264.80) TOTAL $24, EAST\

11 Case KG Doc 915 Filed 02/03/17 Page 11 of 25 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: CITY SPORTS, INC., et al., Chapter 11 Case No (KG) Debtors. 1 Jointly Administered Objection Deadline: Feb. 16, 2017 at 4:00 p.m. (ET) Hearing Date: Feb. 23, 2017 at 2:00 p.m. (ET) COMBINED TWELFTH MONTHLY AND FINAL APPLICATION OF DLA PIPER LLP (US) FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR REIMBURSEMENT OF EXPENSES AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE MONTHLY PERIOD FROM SEPTEMBER 1, 2016 THROUGH FEBRUARY 28, 2017 AND THE FINAL PERIOD FROM OCTOBER 5, 2015 THROUGH FEBRUARY 28, 2017 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 (the Bankruptcy Rules ), Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ) and the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [D.I. 299] (the Interim Compensation Order ), DLA Piper LLP (US) ( DLA Piper ) hereby files this Combined Twelfth Monthly and Final Application of DLA Piper LLP (US) for Allowance of Compensation for Services Rendered and for Reimbursement of Expenses as Counsel to the Debtors and Debtors in Possession for the Monthly Period from September 1, 2016 through February 28, 2017 and the Final Period from October 5, 2015 through February 28, 2017 (the Application ). By this Application, DLA Piper seeks an allowance pursuant to the Interim Compensation Order for the sums of $112, as compensation and $2, for 1 The Debtors in these Chapter 11 cases, together with the last four digits of each Debtor s federal tax identification number, are as follows: City Sports, Inc. (6205); and City Sports-DC, LLC (6205). The mailing address for the Debtors, solely for purposes of notices and communications, is: P.O. Box 5895, Salisbury, MA EAST\

12 Case KG Doc 915 Filed 02/03/17 Page 12 of 25 reimbursement of actual and necessary expenses for a total of $114, for the period from September 1, 2016 through February 28, 2017 (the Monthly Compensation Period ) and allowance of compensation of $1,016, and $25, for reimbursement of actual and necessary expenses for a total of $1,041, for the period from October 5, 2015 through February 28, 2017 (the Final Compensation Period ). 3 In support of this Application, DLA Piper respectfully represents as follows: JURISDICTION 1. The Court has jurisdiction over this Application pursuant to 28 U.S.C. 157 and This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 2. Venue is proper before this Court pursuant to 28 U.S.C and The statutory bases for the relief requested herein are Bankruptcy Code sections 330 and 331, Bankruptcy Rule 2016 and Local Rule BACKGROUND 4. On October 5, 2015 (the Petition Date ), the Debtors filed voluntary petitions with this Court under chapter 11 of the Bankruptcy Code. The Debtors are operating their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in these chapter 11 cases. 5. The factual background regarding the Debtors, including their business operations, their capital and debt structures, and the events leading to the filing of these Chapter 2 This figure includes $15,000 in anticipated fees and $500 in anticipated expenses for January and February DLA Piper previously reserved the right to file a supplement to prior fee applications as the ultimate date of dismissal of these Chapter 11 Cases was unknown. At this time, DLA believes that these Chapter 11 Cases will be dismissed by the end of February 2017 and includes an estimate for fees of $15,000 and expenses of $500 that may be incurred through February 28, 2017 in order to avoid burdening the Court and parties in interest with yet another final fee application. EAST\

13 Case KG Doc 915 Filed 02/03/17 Page 13 of Cases, is set forth in detail in the Declaration Of Andrew W. Almquist In Support Of Chapter 11 Petitions And First Day Motions (the First Day Declaration ) [D.I. 15]. 6. On November 9, 2015, the Court entered an Order Authorizing The Employment And Retention Of DLA Piper LLP (US) As Bankruptcy Counsel To The Debtors Effective As Of The Petition Date (the Retention Order ) [D.I. 298]. 7. On November 9, 2015, the Court entered the Order Establishing Procedures For Interim Compensation And Reimbursement Of Expenses Of Professionals (the Interim Compensation Order ) [D.I. 299]. COMPENSATION PAID AND ITS SOURCE 8. All services for which compensation is requested by DLA Piper were performed for or on behalf of the Debtors. 9. During the period covered by this Application, DLA Piper has received no payment and no promises for payment from any source for services rendered or to be rendered during the period covered by this Application in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between DLA Piper and any other person other than the partners of DLA Piper for the sharing of compensation to be received for services rendered in these cases. FEE STATEMENTS 10. The fee statements for DLA Piper for the Monthly Compensation Period are attached hereto as Exhibit A. The fee statements for DLA Piper for the months prior to August 2015 during the Final Compensation Period were attached as Exhibit A to the monthly fee applications previously filed in these cases by DLA Piper and are incorporated by reference as though fully set forth herein. These statements contains daily time logs describing the time spent EAST\

14 Case KG Doc 915 Filed 02/03/17 Page 14 of 25 by each attorney and paraprofessional for these periods. To the best of DLA Piper s knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Guidelines adopted by the Office of the United States Trustee, Rule of the Local Rules and the Interim Compensation Order. ACTUAL AND NECESSARY EXPENSES 11. A summary of actual and necessary expenses incurred by DLA Piper during the Monthly Compensation Period is attached hereto as Exhibit B. Summaries of actual and necessary expenses and daily logs of expenses incurred by DLA Piper for the months prior to August 2015 during the Compensation Period were attached as Exhibit B to the monthly fee applications previously filed in these cases by DLA Piper and are incorporated by reference as though fully set forth herein. DLA Piper charges its bankruptcy clients $.15 per page for black and white photocopying expenses, and $1.25 for color photocopying expenses. DLA Piper does not charge its bankruptcy clients for outgoing facsimile transmissions or long-distance carrier charges for outgoing facsimile transmissions. 12. DLA Piper believes the foregoing rates are the market rates that the majority of law firms charges clients for such services. In addition, DLA Piper believes that such charges are in accordance with the American Bar Association s ( ABA ) guidelines, as set forth in the ABA s Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other charges. SUMMARY OF SERVICES RENDERED 13. The DLA Piper attorneys who have rendered professional services in these cases during the Monthly Compensation Period are: Thomas R. Califano (Partner), Stuart Brown EAST\

15 Case KG Doc 915 Filed 02/03/17 Page 15 of 25 (Partner), Dienna Corrado (Associate), Kaitlin M. Edelman (Associate), Daniel Brogan (Associate), and Tara Nair (Law Grad non adm). 14. The DLA Piper paraprofessionals, who provided services to these attorneys in these cases during the Monthly Compensation Period are: Carolyn B. Fox (Paralegal), Theresa Marie Pullan (Paralegal), Stephanie Lisko (Paralegal), Beatrice Smith (Paralegal), and Staci Hudson (Project Assistant). 15. The DLA Piper attorneys who have rendered professional services in these cases during the Final Compensation Period are: Thomas R. Califano (Partner), Stuart Brown (Partner), Gregg M. Galardi (Partner), Peter F. McLaughlin (Of Counsel), Dienna Corrado (Associate), Ryan J. Moreno, (Associate), Kaitlin M. Edelman (Associate), Mordechai Y. Sutton (Associate), Daniel Brogan (Associate), Maria C. Grabis (Law Graduate Not Yet Admitted), and Tara Nair (Law Grad non adm). 16. The DLA Piper paraprofessionals who provided services to these attorneys in these cases during this Final Compensation Period are: Carolyn B. Fox (Paralegal), Yohami Lam Guerra (Paralegal), Theresa Marie Pullan (Paralegal), JoAnn McDonough (Paralegal), Stephanie Lisko (Paralegal), Beatrice Smith (Paralegal), and Staci Hudson (Project Assistant). 17. DLA Piper, by and through the above-named persons, has prepared or assisted in the preparation of various applications and orders submitted to the Court for consideration, advised the Debtors on a regular basis with respect to various matters in connection with these cases, and has performed all necessary professional services which are described and narrated in detail hereinafter and in each of the previously filed monthly fee applications. EAST\

16 Case KG Doc 915 Filed 02/03/17 Page 16 of 25 SUMMARY OF SERVICES BY PROJECT 18. The services rendered by DLA Piper during the Monthly Compensation Period and the Final Compensation Period can be grouped into the categories set forth below. These categories are generally described below, with a more detailed identification of the actual services provided during the Monthly Compensation Period set forth on Exhibit A and during the Final Compensation Period as set forth on the fee statements that were attached as Exhibit A to each of the monthly fee applications previously filed by DLA Piper in these cases. These statements contain daily time logs describing the time spent by each attorney and paraprofessional for these periods. The attorneys and paraprofessionals who rendered services relating to each category are identified, along with the number of hours for each individual and the total compensation sought for each category, in the fee statements that were attached as Exhibit A to each of the monthly fee applications previously filed in these cases. 19. In addition, DLA Piper has provided services to the estates and will provide services to the estates during the months of January and February DLA Piper expects that the final dismissal order will be entered by the Court before the end of February 2017 and includes in this Application an estimate for fees of $15,000 and estimate for expenses of $500 that were incurred in January and may be incurred in February DLA Piper performed services pertaining to various wind-down matters, including consolidating and closing bank accounts, in January 2017, and anticipates that during February 2017, DLA Piper will be involved in the filing of the final dismissal order and monthly operating reports, preparing the final fee application, and attending a hearing on the final fee applications and the entry of the final dismissal order. DLA includes these estimates in an effort to preserve judicial resources and the resources of the other parties in interest in these Chapter 11 Cases. EAST\

17 Case KG Doc 915 Filed 02/03/17 Page 17 of 25 a. Case Administration Monthly Compensation Period: Fees: $8,406.50; Total Hours: 30.7 Final Compensation Period: Fees: $117,457.00; Total Hours: This category includes all matters related to filing documents with the Court, service thereof, maintenance of calendars, preparation of certifications of counsel or certificate of no objections, agenda letters, preparation of hearing binders, review of work in progress reports, review of notices of appearance and maintaining service lists. b. Creditor Inquiries Monthly Compensation Period: Fees: $116.00; Total Hours: 0.2 Final Compensation Period: Fees: $12,933.00; Total Hours: 17.3 This category includes all matters related to responding to creditor inquiries. c. Asset Analysis and Recovery Monthly Compensation Period: Fees: $0; Total Hours: 0 Final Compensation Period: Fees: $7,061.50; Total Hours: 7.8 This category includes all matters related to and including identification, review and analysis of the debtors potential assets, including causes of action and recovery of such assets from third parties by means other than litigation. d. Asset Sales and Other Disposition of Assets Monthly Compensation Period: Fees: $3,604.00; Total Hours: 7.7 Final Compensation Period: Fees: $203,592.50; Total Hours: This category includes all matters related to and including asset sales, procedures for asset sales, abandonment and transaction work related to asset disposition, including, but not EAST\

18 Case KG Doc 915 Filed 02/03/17 Page 18 of 25 limited to, matters related to the liquidation and going out of business sales, the sale of the Visa/MasterCard claim, and the sale of the Remnant Assets. e. Adequate Protection Proceedings / Relief from Stay Monthly Compensation Period: Fees: $0; Total Hours: 0 Final Compensation Period: Fees: $6,454.50; Total Hours: 12.0 This category includes all matters related to and including all motions to modify the automatic stay, issues related to the effect of the automatic stay on pending matters and all other types of actions where adequate protection is the central issue. f. Utilities Monthly Compensation Period: Fees: $0; Total Hours: 0 Final Compensation Period: Fees: $3,889.50; Total Hours: 6.3 This category includes all matters related to utility companies, including any negotiations or disputes related to adequate protection payments requested by any utility company, any issues related to the effect of the automatic stay and all other matters where payment or provision of utilities is the central issue. g. Meetings and Communications with Statutory and Creditors Committees Monthly Compensation Period: Fees: $232.00; Total Hours: 0.4 Final Compensation Period: Fees: $10,302.00; Total Hours: 17.0 This category includes all matters related to preparing for and attending meetings and communications with the creditors committees and statutory committees. h. Court Hearings Monthly Compensation Period: Fees: $116.0; Total Hours: 0.2 EAST\

19 Case KG Doc 915 Filed 02/03/17 Page 19 of 25 Final Compensation Period: Fees: $28,151.00; Total Hours: 41.3 This category includes all matters relating to and including preparation for and attendance at court hearings. i. Employment Applications Monthly Compensation Period: Fees: $0; Total Hours: 0 Final Compensation Period: Fees: $40,935.00; Total Hours: 65.5 This category includes all matters relating to retention of various professionals on behalf of the debtors and the creditors committees. j. Fee Applications Monthly Compensation Period: Fees: $36,230.50; Total Hours: 90.8 Final Compensation Period: Fees: $109,364.00; Total Hours: This category includes all matters relating to submission, preparation and prosecution of fee applications filed by professionals retained by the Debtors, including discussions with the U.S. Trustee on fee related matters. k. Executory Contracts and Leases Monthly Compensation Period: Fees: $0; Total Hours: 0 Final Compensation Period: Fees: $184,798.50; Total Hours: This category includes all matters relating to and including analysis of executory contracts and unexpired leases and preparation of motions related to such leases and contracts, including settlement negotiations with various landlords and drafting stipulations related to same. l. Litigation and Contested Matters Monthly Compensation Period: Fees: $1,197.50; Total Hours: 2.5 EAST\

20 Case KG Doc 915 Filed 02/03/17 Page 20 of 25 Final Compensation Period: Fees: $3,988.00; Total Hours: 6.6 This category includes all matters relating to and including analysis and preparation for all litigation matters, including adversary proceedings. m. Non-Working Travel Monthly Compensation Period: Fees: $0; Total Hours: 0 Final Compensation Period: Fees: $13,670.25; Total Hours: 30.3 This category includes all non-working travel time, which is billed at 50% of the hourly rate. n. Business Operations / Strategic Planning Monthly Compensation Period: Fees: $2,160.00; Total Hours: 3.3 Final Compensation Period: Fees: $55,776.50; Total Hours: 66.4 This category includes all issues relating to general debtor-in-possession operations in chapter 11 and all matters related to the strategic planning and course of these chapter 11 cases. o. Financial Reports (Monthly Operating Reports, Schedules and Statements) Monthly Compensation Period: Fees: $79.50; Total Hours: 0.3 Final Compensation Period: Fees: $14,742.50; Total Hours: 23.2 This category includes all matters relating to preparation of schedules and statements and monthly operating reports, including collating data, retrieving documents, meetings with the U.S. Trustee and any other applicable activities. p. Employee Matters - Benefits/Pensions/Unions Monthly Compensation Period: Fees: $0; Total Hours: 0 Final Compensation Period: Fees: $597.00; Total Hours: 0.6 EAST\

21 Case KG Doc 915 Filed 02/03/17 Page 21 of 25 This category includes all matters relating to and including review of issues such as severance, retention and employee benefit plans. q. Financing/DIP/Cash Collateral Matters Monthly Compensation Period: Fees: $0; Total Hours: 0 Final Compensation Period: Fees: $26,764.00; Total Hours: This category includes all matters under sections 361, 363 and 364 of the Bankruptcy Code, including cash collateral and secured claims and loan document analysis. r. Real Estate Monthly Compensation Period: Fees: $0; Total Hours: 0 Final Compensation Period: Fees: $199.00; Total Hours: 0.2 This category includes all matters relating to and including review and analysis of real estate-related matters, including purchase agreements and lease provisions. s. Claims Administration and Objections Monthly Compensation Period: Fees: $45,237.00; Total Hours: 69.6 Final Compensation Period: Fees: $150,364.00; Total Hours: This category includes all matters related to claims administration, including matters related to the reconciliation and payment of claims asserted under section 503(b)(9) of the Bankruptcy Code, review and reconciliation of all other administrative and priority claims, and research and drafting the objections to the Massachusetts Attorney General s motion for reconsideration of the Court s gift card opinion and motion to vacate the Court s gift card opinion. EAST\

22 Case KG Doc 915 Filed 02/03/17 Page 22 of 25 VALUATION OF SERVICES 20. Attorneys and paraprofessionals of DLA Piper have expended a total of hours in connections with this matter during the Monthly Compensation Period, as follows: Name of Professional Individual Hourly Billing Rate Total Hours Billed Thomas R. Califano $ Stuart Brown $ Dienna Corrado $ Kaitlin M. Edelman $ Daniel N. Brogan $ Tara Nair $ Carolyn B. Fox $ Theresa Marie Pullan $ Stephanie Lisko $ Beatrice Smith $ Staci Hudson $ TOTAL Attorneys and paraprofessionals of DLA Piper have expended a total of 1,599.1 hours in connection with this matter during the Final Compensation Period, as follows: Timekeeper Rate Hours Gregg M. Galardi $ (non-working 18.6 travel) $ $1, Thomas R. Califano $ EAST\

23 Case KG Doc 915 Filed 02/03/17 Page 23 of 25 Timekeeper Rate Hours Stuart Brown $ Peter F. McLaughlin $ Dienna Corrado $ (non-working 11.7 travel) $ $ Ryan J. Moreno $ Kaitlin M. Edelman $ $ Mordechai Y. Sutton $ $ Daniel Brogan $ Maria C. Grabis $ $ Tara Nair $ Carolyn B. Fox $ $ Yohami Lam Guerra $ Theresa Marie Pullan $ $ Stephanie Lisko $ Beatrice Smith $ JoAnn McDonough $ Staci Hudson $ TOTALS 1,599.1 EAST\

24 Case KG Doc 915 Filed 02/03/17 Page 24 of The nature of the work performed by these persons during the Monthly Compensation Period is fully set forth in Exhibit A attached hereto. These are DLA Piper s normal hourly rates for work of this character. The reasonable value of the services rendered by DLA Piper to the Debtors during the Monthly Compensation Period is $112, and during the Final Compensation Period is $1,016, As an accommodation to the debtors, DLA voluntarily wrote off fees in the aggregate amount of $48, (which includes a reduction of $13, for non-working travel and an additional $5,000 reduction after discussions with the U.S. Trustee with respect to the Sixth Monthly Fee Application). 23. In accordance with the factors enumerated in section 330 of the Bankruptcy Code, it is respectfully submitted that the amount requested by DLA Piper is fair and reasonable given (a) the complexity of these Chapter 11 Cases and the legal issues presented, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of the services, and (e) the costs of comparable services other than in a case under this title. Moreover, DLA Piper has reviewed the requirements of Local Rule and believes that this Application complies with that Rule. EAST\

25 Case KG Doc 915 Filed 02/03/17 Page 25 of 25 WHEREFORE, DLA Piper respectfully requests that the Court authorize that for (i) the Monthly Compensation Period from September 1, 2016 through February 28, 2017, an allowance be made to DLA Piper pursuant to the terms of the Interim Compensation Order, with respect to the sum of $97, as compensation for necessary professional services rendered plus anticipated fees of $15,000 for January February 2017, and the sum of $2, as reimbursement of actual necessary costs and expenses plus anticipated expenses of $500 for January February 2017, for a total of $114,919.74; and (ii) the Final Compensation Period from October 5, 2015 through February 28, 2017, an allowance be made to DLA Piper with respect to the sum of $1,016, as compensation for necessary professional services rendered and the sum of $25, as reimbursement of actual and necessary costs and expenses, for a total of $1,041, and that such amounts allowed in excess of the amounts paid to date be authorized for payment and for such other and further relief as this Court deems just and proper. Dated: February 3, 2017 Wilmington, Delaware Respectfully submitted, DLA PIPER LLP (US) /s/ Stuart M. Brown Stuart M. Brown (DE 4050) Kaitlin M. Edelman (DE 5924) 1201 North Market Street, Suite 2100 Wilmington, Delaware Telephone: (302) Facsimile: (302) stuart.brown@dlapiper.com kaitlin.edelman@dlapiper.com -and- Dienna Corrado (admitted pro hac vice) DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York Telephone: (212) Facsimile: (212) dienna.corrado@dlapiper.com Counsel to Debtors and Debtors in Possession EAST\

26 Case KG Doc Filed 02/03/17 Page 1 of 1 STATE OF DELAWARE ) ) SS: COUNTY OF NEW CASTLE ) VERIFICATION Stuart M. Brown, after being duly sworn according to law, deposes and says: a) I am a member of the firm of DLA Piper LLP (US) ( DLA ), which maintains offices for the practice of law at, among other places, 1200 North Market Street, Suite 2100, Wilmington, Delaware b) I am familiar with the work performed on behalf of the Debtors by DLA. 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 Local Rule , and submit that the Application complies with such rule. /s/ Stuart M. Brown Stuart M. Brown, Esq. EAST\

27 Case KG Doc Filed 02/03/17 Page 1 of 2 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: CITY SPORTS, INC., et al., Chapter 11 Case No (KG) Debtors. 1 Jointly Administered Objection Deadline: Feb. 16, 2017 at 4:00 p.m. (ET) Hearing Date: Feb. 23, 2017 at 2:00 p.m. (ET) NOTICE OF COMBINED TWELFTH MONTHLY AND FINAL APPLICATION OF DLA PIPER LLP (US) FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR REIMBURSEMENT OF EXPENSES AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE MONTHLY PERIOD FROM SEPTEMBER 1, 2016 THROUGH FEBRUARY 28, 2017 AND THE FINAL PERIOD FROM OCTOBER 5, 2015 THROUGH FEBRUARY 28, 2017 PLEASE TAKE NOTICE that DLA Piper LLP (US) (the Applicant ) has today filed the attached Combined Twelfth Monthly and Final Application of DLA Piper LLP (US) for Allowance of Compensation for Services Rendered and for Reimbursement of Expenses as Counsel to the Debtors and Debtors in Possession for the Monthly Period from September 1, 2016 through February 28, 2017 and the Final Period from October 5, 2015 through February 28, 2017 (the Application ) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application must be made in accordance with the Order Establishing Procedures For Interim Compensation And Reimbursement Of Expenses Of Professionals [D.I. 299] (the Interim Compensation Order ) and must be filed with the Clerk of the Bankruptcy Court, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801, and be served upon and received by (i) DLA Piper LLP (US), 1251 Avenue of the Americas, 25th Floor, New York, New York , Attn: Stuart M. Brown, Esq. and Dienna Corrado, Esq.; (ii) Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801, Attn: Mark Kenney, Esq. and Hannah McCollum, Esq.; and (iii) Cooley LLP, 1114 Avenue of the Americas, New York, NY , Attn: Jeffrey L. Cohen, Esq. (collectively, the Notice Parties ) by no later than February 16, 2017 at 4:00 p.m. (Eastern Time) (the Objection Deadline ). PLEASE TAKE FURTHER NOTICE that if any responses or objections to the Application are timely filed, served and received in accordance with this notice and the Interim Compensation Order, a hearing on the Application will be held at the convenience of the 1 The Debtors in these Chapter 11 cases, together with the last four digits of each Debtor s federal tax identification number, are as follows: City Sports, Inc. (6205); and City Sports-DC, LLC (6205). The mailing address for the Debtors, solely for purposes of notices and communications, is: P.O. Box 5895, Salisbury, MA EAST\

28 Case KG Doc Filed 02/03/17 Page 2 of 2 Bankruptcy Court. Only those objections made in writing and timely filed and received in accordance with the Interim Compensation Order and the procedures described herein will be considered by the Bankruptcy Court at such hearing. PLEASE TAKE FURTHER NOTICE that, pursuant to the Interim Compensation Order, if no objection to the Application is timely filed, served and received by the Objection Deadline, the Applicant may be paid an amount equal to the lesser of (i) 80 percent of the fees and 100 percent of expenses requested in the Application or (ii) 80 percent of the fees and 100 percent of the expenses not subject to an objection without the need for further order of the Bankruptcy Court. Dated: February 3, 2017 Wilmington, Delaware Respectfully submitted, DLA PIPER LLP (US) /s/ Stuart M. Brown Stuart M. Brown (DE 4050) Kaitlin M. Edelman (DE 5924) 1201 North Market Street, Suite 2100 Wilmington, Delaware Telephone: (302) Facsimile: (302) stuart.brown@dlapiper.com kaitlin.edelman@dlapiper.com -and- Dienna Corrado (admitted pro hac vice) DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York Telephone: (212) Facsimile: (212) dienna.corrado@dlapiper.com Counsel to Debtors and Debtors in Possession EAST\

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