Case KG Doc 824 Filed 09/09/16 Page 1 of 24 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. Chapter 11

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1 Case KG Doc 824 Filed 09/09/16 Page 1 of 24 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) Hearing Date: October 4, 2016 at 11:00 a.m. (ET) Objection Deadline: September 29, 2016 at 4:00 p.m. (ET) ELEVENTH 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 AUGUST 1, 2016 THROUGH AUGUST 31, 2016 AND THE FINAL PERIOD FROM OCTOBER 5, 2015 THROUGH AUGUST 31, 2016 Name of Applicants: 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, [Docket No. 298], retention effective as of October 5, 2015 Period for which compensation and reimbursement are sought: Amount of Compensation sought as actual, reasonable, and necessary for the period from August 1, 2016 through August 31, 2016 (the Monthly Compensation Period ): Amount of Expense Reimbursement sought as actual, reasonable, and necessary for the Monthly Compensation Period: For the Monthly Period from August 1, 2016 through August 31, 2016 and the Final Period from October 5, 2015 through August 31, 2016 $17, $ 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

2 Case KG Doc 824 Filed 09/09/16 Page 2 of 24 Amount of Compensation sought as actual, reasonable, and necessary for the period from October 5, 2015 through August 31, 2016 (the Final Compensation Period ): Amount of Expense Reimbursement sought as actual, reasonable, and necessary for the Final Compensation Period: 2 $888, $22, This is a: X monthly interim X final application 2 DLA Piper intends to file a supplement to this Application for fees and expenses incurred after August 31, 2016 through the date of entry of an order dismissing these Chapter 11 Cases. 2

3 Case KG Doc 824 Filed 09/09/16 Page 3 of 24 Summary of Prior Fee Applications Filed: 1 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, $ , To be Filed on 8/1/16 $17, , /9/16 8/31/16 Totals: $888, $22, $710, $22, This Application incorporates by reference the exhibits to each Monthly Fee Application listed herein. 2 This includes a voluntary reduction of $5, in fees and $ of expenses after discussions with the U.S. Trustee. 3 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,

4 Case KG Doc 824 Filed 09/09/16 Page 4 of 24 COMPENSATION BY PROFESSIONALS AND PARAPROFESSIONALS FOR THE MONTHLY PERIOD FROM AUGUST 1, 2016 THROUGH AUGUST 31, 2016 Timekeeper Dienna Corrado Kaitlin M. Edelman Title Department And Year Admitted Associate Corporate & Finance Restructuring Admitted in New York in 2009 Associate Corporate & Finance Restructuring Admitted in Delaware in 2013 Admitted in New Jersey in 2013 Rate Hours Amount $ $14, $ $1, Carolyn B. Fox Paralegal N/A $ $1, Staci Hudson Project Assistant N/A $ $65.00 TOTALS $17,

5 Case KG Doc 824 Filed 09/09/16 Page 5 of 24 COMPENSATION BY PROFESSIONALS AND PARAPROFESSIONALS FOR THE FINAL PERIOD FROM OCTOBER 5, 2015 THROUGH AUGUST 31, 2016 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, 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 $ $1, $ $ $ $267, $ $180, $ (nonworking travel) $4, Ryan J. Moreno Associate Corporate & Finance Admitted in New York in 2010 $ $1, Kaitlin M. Edelman Mordechai Y. Sutton 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 Law Graduate Not Yet Admitted $ $42, $ $9, $ $2, $ $2, N/A $ $37, $ $3, Carolyn B. Fox Paralegal N/A $ $28, $ $33,

6 Case KG Doc 824 Filed 09/09/16 Page 6 of 24 Timekeeper Title Department And Year Admitted Rate Hours Amount Yohami Lam Guerra Theresa Marie Pullan JoAnn McDonough Staci Hudson TOTALS Paralegal N/A $ $ Paralegal N/A $ $15, $ $3, Paralegal N/A $ $5, Project Assistant N/A $ $ $888,

7 Case KG Doc 824 Filed 09/09/16 Page 7 of 24 COMPENSATION BY PROJECT CATEGORY FOR THE MONTHLY PERIOD FROM AUGUST 1, 2016 THROUGH AUGUST 31, 2016 Project Category Total Hours Total Fees Case Administration (B110) 1.10 $ Fee Applications (B170) $5, Business Operations / Strategic Planning (B210) 1.80 $1, Financial Reports (B211).60 $ Claims Administration and Objections (B310) $9, TOTAL $17,

8 Case KG Doc 824 Filed 09/09/16 Page 8 of 24 COMPENSATION BY PROJECT CATEGORY FOR THE FINAL PERIOD FROM OCTOBER 5, 2015 THROUGH AUGUST 31, 2016 Administration Project Category Total Hours Total Fees Case Administration (B110) $109, Creditor Inquiries (B112) 17.1 $12, Asset Analysis and Recovery (B120) 7.80 $7, Asset Sales and Other Dispositions of Assets (B130) $199, Adequate Protection/Relief from Stay (B140) $6, Utilities (B145) 6.30 $3, Meetings and Communications w/creditors Comm/Statutory Comm (B150) $10, Court Hearings (B155) $28, Employment Applications (B160) $40, Fee Applications (B170) $73, Executory Contracts and Leases (B185) $184, Litigation and Contested Matters (B190) 4.10 $2, Non-Working Travel (B195) $13, Operations Business Operations / Strategic Planning (B210) $53, Financial Reports (B211) $14, Employee Matters (B220).60 $ Financing/DIP/Cash Collateral Matters (B230) $26, Real Estate (B250).20 $ Claims and Plan Claims Administration and Objections (B310) $105, Voluntary Reductions (5,000.00) TOTAL 1, $888,

9 Case KG Doc 824 Filed 09/09/16 Page 9 of 24 EXPENSE SUMMARYFOR THE MONTHLY PERIOD FROM AUGUST 1, 2016 THROUGH AUGUST 31, 2016 Expense Category Total Expenses Westlaw $

10 Case KG Doc 824 Filed 09/09/16 Page 10 of 24 EXPENSE SUMMARYFOR THE FINAL PERIOD FROM OCTOBER 5, 2015 THROUGH AUGUST 31, 2016 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 $51.50 Parking/Mileage Reimbursement $31.50 Photocopies $ Rail Service $1, Taxi/Ground Transportation $1, Transcripts $2, Westlaw/Lexis $7, VOLUNTARY REDUCTIONS ($264.80) TOTAL $22,

11 Case KG Doc 824 Filed 09/09/16 Page 11 of 24 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) Hearing Date: October4, 2016 at 11:00 a.m. (ET) Objection Deadline: September 29, 2016 at 4:00 p.m. (ET) ELEVENTH 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 AUGUST 1, 2016 THROUGH AUGUST 31, 2016 AND THE FINAL PERIOD FROM OCTOBER 5, 2015 THROUGH AUGUST 31, 2016 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 ), the Order Establishing Procedures For Interim Compensation And Reimbursement Of Expenses Of Professionals [Docket No. 299] (the Interim Compensation Order ); and the Order (I) Approving Payment of Administrative, and Priority Claims, (II) Authorizing the Destruction, Abandonment, or Other Disposition of Remaining Records and Documents, (III) Dismissing the Debtors Chapter 11 Cases; and (IV) Granting Related Relief (the Dismissal Order ) [Docket No. 647], DLA Piper LLP (US) ( DLA Piper ) hereby files this Eleventh 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 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

12 Case KG Doc 824 Filed 09/09/16 Page 12 of 24 August 1, 2016 through August 31, 2016 and the Final Period from October 5, 2015 through August 31, 2016 (the Application ). By this Application, DLA Piper seeks an allowance pursuant to the Interim Compensation Order for the sums of $17, as compensation and $ for reimbursement of actual and necessary expenses for a total of $17, for the period from August 1, 2016 through August 31, 2016 (the Monthly Compensation Period ) and final allowance of compensation of $888, and reimbursement of actual and necessary expenses of $22, for the period from October 5, 2015 through August 31, 2016 (the Final Compensation Period ). 2 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 DLA Piper intends to file a supplement to this Application for fees and expenses incurred after August 31, 2016 through the date of entry of an order dismissing these Chapter 11 Cases. 2

13 Case KG Doc 824 Filed 09/09/16 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 ) [Docket No. 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 ) [Docket No. 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 ) [Docket No. 299]. 8. On March 4, 2016, the Court entered the Dismissal Order which among other things approved payment of certain administrative and priority claims and provided the final fee application of all professionals retained in these chapter 11 cases shall be filed by September 9, 2016, with a hearing, if necessary, to be held on October 4, 2016 at 11:00 a.m. COMPENSATION PAID AND ITS SOURCE 9. All services for which compensation is requested by DLA Piper were performed for or on behalf of the Debtors. 10. 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. 3

14 Case KG Doc 824 Filed 09/09/16 Page 14 of 24 FEE STATEMENTS 11. The fee statement for the Monthly Compensation Period is 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 contain daily time logs describing the time spent 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 12. A summary of actual and necessary expenses and daily logs of 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. 13. 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 4

15 Case KG Doc 824 Filed 09/09/16 Page 15 of 24 ABA s Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other charges. SUMMARY OF SERVICES RENDERED 14. The partners and associates of DLA Piper who have rendered professional services in these cases during the Monthly Compensation Period are: Dienna Corrado (Associate) and Kaitlin M. Edelman (Associate). 15. The DLA Piper paraprofessionals who provided services to these attorneys in these cases during this Monthly Compensation Period are: Carolyn B. Fox (Paralegal) and Staci Hudson (Case Assistant). 16. The partners and associates of DLA Piper who have rendered professional services in these cases during the Final Compensation Period are: Gregg M. Galardi (Partner), Stuart Brown (Partner), Peter F. McLaughlin (Of Counsel), Dienna Corrado (Associate), Ryan J. Moreno, (Associate), Kaitlin M. Edelman (Associate), and Mordechai Y. Sutton (Associate). 17. The DLA Piper paraprofessionals who provided services to these attorneys in these cases during this Final Compensation Period are: Maria C. Grabis (Law Graduate Not Yet Admitted), Carolyn B. Fox (Paralegal), Yohami Lam Guerra (Paralegal), Theresa Marie Pullan (Paralegal), JoAnn McDonough (Paralegal), and Staci Hudson (Project Assistant). 18. 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. 5

16 Case KG Doc 824 Filed 09/09/16 Page 16 of 24 SUMMARY OF SERVICES BY PROJECT 19. 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 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. A. Case Administration Monthly Compensation Period: Fees: $791.00; Total Hours: 1.10 Final Compensation Period: Fees: $109,050.50; 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: $0; Total Hours: 0 Final Compensation Period: Fees: $12,817.00; Total Hours: 17.1 This category includes all matters related to responding to creditor inquiries. 6

17 Case KG Doc 824 Filed 09/09/16 Page 17 of 24 C. Asset Analysis and Recovery Monthly Compensation Period: Fees: $0; Total Hours: 0 Final Compensation Period: Fees: $7,061.50; Total Hours: 7.80 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: $0; Total Hours: 0 Final Compensation Period: Fees: $199,988.50; 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 limited to, matters related to the liquidation and going out of business sales and the sale of the Visa/MasterCard claim. E. Adequate Protection Proceedings / Relief from Stay Monthly Compensation Period: Fees: $0; Total Hours: 0 Final Compensation Period: Fees: $6,454.50; Total Hours: 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: 6.30 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 7

18 Case KG Doc 824 Filed 09/09/16 Page 18 of 24 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: $0; Total Hours: 0 Final Compensation Period: Fees: $10,070.00; Total Hours: 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: $0; Total Hours: 0 Final Compensation Period: Fees: $28,035.00; Total Hours: 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: 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: $5,438.50; Total Hours: Final Compensation Period: Fees: $73,133.50; Total Hours: This category includes all matters relating to submission, preparation and prosecution of fee applications filed by professionals retained by the debtors and creditors committees, including discussions with the U.S. Trustee on fee related matters. 8

19 Case KG Doc 824 Filed 09/09/16 Page 19 of 24 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: $0; Total Hours: 0 Final Compensation Period: Fees: $2,790.50; Total Hours: 4.10 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: 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: $1,476.00; Total Hours: 1.80 Final Compensation Period: Fees: $53,616.50; Total Hours: 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. 9

20 Case KG Doc 824 Filed 09/09/16 Page 20 of 24 O. Financial Reports (Monthly Operating Reports, Schedules and Statements) Monthly Compensation Period: Fees: $364.00; Total Hours: 0.60 Final Compensation Period: Fees: $146,763.00; Total Hours: 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:.60 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:.20 This category includes all matters relating to and including review and analysis of real estate-related matters, including purchase agreements and lease provisions. 10

21 Case KG Doc 824 Filed 09/09/16 Page 21 of 24 S. Claims Administration and Objections Monthly Compensation Period: Fees: $9,166.00; Total Hours: Final Compensation Period: Fees: $105,127.00; Total Hours: This category includes all matters related to claims administration matters and bar date matters, including claims objections and related contested matters including, but not limited to the gift card claim objection. Valuation of Services 20. Attorneys and paraprofessionals of DLA Piper have expended a total of hours in connection with this matter during the Monthly Compensation Period, as follows: Name of Professional Hourly Billing Rate Total Hours Billed Dienna Corrado $ Kaitlin M. Edelman $ Carolyn B. Fox $ Staci Hudson $ TOTAL Attorneys and paraprofessionals of DLA Piper have expended a total of 1, hours in connection with this matter during the Final Compensation Period, as follows: Timekeeper Rate Hours Gregg M. Galardi $ (non-working travel) 18.6 $ $1, Stuart Brown $

22 Case KG Doc 824 Filed 09/09/16 Page 22 of 24 Timekeeper Rate Hours Peter F. McLaughlin $ Dienna Corrado $ $ $ (non-working travel) Ryan J. Moreno $ Kaitlin M. Edelman $ $ Mordechai Y. Sutton $ $ Maria C. Grabis $ $ Carolyn B. Fox $ $ Yohami Lam Guerra $ Theresa Marie Pullan $ $ JoAnn McDonough $ Staci Hudson $ TOTALS 1, The nature of the work performed by these individuals during the Monthly Compensation Period is fully set forth in Exhibit A attached hereto and as Exhibit A to each of the previously filed monthly fee applications. 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 $17, and during the Final 12

23 Case KG Doc 824 Filed 09/09/16 Page 23 of 24 Compensation Period is $888, 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 cases, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services and (e) the costs of comparable services other than in a case under this title. Moreover, DLA Piper has reviewed the requirements of Local Rule and believes that this Application complies with that Rule. WHEREFORE, DLA Piper respectfully requests that the Court authorize that for the (i) Monthly Compensation Period from August 1, 2016 through August 31, 2016, an allowance be made to DLA Piper pursuant to the terms of the Interim Compensation Order, with respect to the sum of $17, as compensation for the necessary professional services rendered and the sum of $ as reimbursement of actual and necessary costs and expenses, for a total of $17, and; (ii) Final Compensation Period from October 5, 2015 through August 31, 2016, an allowance be made to DLA Piper with respect to the sum of $888, as compensation for necessary professional services rendered and the sum of $22, as reimbursement of actual and necessary costs and expenses, for a total of $911, and that such amounts allowed in excess of paid to date be authorized for payment and for such other and further relief as this Court deems just and proper. 13

24 Case KG Doc 824 Filed 09/09/16 Page 24 of 24 Dated: September 9, 2016 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) and- Dienna Corrado (admitted pro hac vice) DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York Telephone: (212) Facsimile: (212) Counsel to Debtors and Debtors in Possession

25 Case KG Doc Filed 09/09/16 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) Hearing Date: October 4, 2016 at 11:00 a.m. (ET) Obj. Deadline: September 29, 2016 at 4:00 p.m. (ET) NOTICE OF ELEVENTH 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 AUGUST 1, 2016 THROUGH AUGUST 31, 2016 AND THE FINAL PERIOD FROM OCTOBER 5, 2015 THROUGH AUGUST 31, 2016 PLEASE TAKE NOTICE that DLA Piper LLP (US) (the Applicant ) has today filed the attached Eleventh 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 August 1, 2016 through August 31, 2016 and the Final Period from October 5, 2015 through August 31, 2016 (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 [Docket No. 299] (the Administrative Order ) and must be filed with the Clerk of the Bankruptcy Court, 824 North Market Street, 3 rd Floor, Wilmington, Delaware, and must be served upon and received by (i) counsel to the Debtors, DLA Piper LLP (US), 1251 Avenue of the Americas, New York, NY 10020, Attn: Dienna Corrado, Esq. and Kaitlin M. Edelman, Esq.; (ii) co-counsel to the Debtors, Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036, Attn: Gregg M. Galardi, Esq.; (iii) counsel to the Creditors Committee, Cooley, LLP, 1114 Avenue of the Americas, New York, NY 10036, Attn: Jeffrey L. Cohen, Esq, and Jay Indyke, Esq.; (iv) co-counsel to the Creditors Committee, The Rosner Law Group LLC, 824 N. Market Street, Suite 810, Wilmington, DE 19801, Attn: Julia B. Klein, Esq.; and (v) 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. (collectively, the Notice Parties ) by no later than 4:00 p.m. (Eastern) on September 29, 2016 (the Objection Deadline ). Only those objections 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

26 Case KG Doc Filed 09/09/16 Page 2 of 2 that are timely filed and served so as to be received by the Notice Parties by the Objection Deadline will be considered by the Court. PLEASE TAKE FURTHER NOTICE THAT IF NO RESPONSE IS FILED OR RECEIVED PRIOR TO THE OBJECTION DEADLINE, THE COURT MAY ENTER THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. IF AN OBJECTION IS FILED AND SERVED IN ACCORDANCE WITH THE AFOREMENTIONED PROCEDURES AND SUCH OBJECTION IS NOT OTHERWISE RESOLVED, A HEARING TO CONSIDER THE APPLICATION WILL BE HELD ON OCTOBER 4, 2016 AT 11:00 A.M. (ET) BEFORE THE HONORABLE KEVIN GROSS, UNITED STATES BANKRUPTCY JUDGE, UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 6TH FLOOR, COURTROOM 3, WILMINGTON, DELAWARE Dated: September 9, 2016 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 2

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36 Case KG Doc Filed 09/09/16 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.