ENGAGEMENT AGREEMENTPROOF OF CLAIM

Ladies and Gentlemen:

The purpose of this letter is to set forth our understanding and agreement pursuant to which our law firm, Baker & Associates (the “Firm” or “B&A”), has agreed to represent you (“you”) in the bankruptcy case described above for the matters set for the below.

Scope of Engagement

The scope of our engagement is as follows:

You are engaging the Firm to prepare for you a proof of claim in the above bankruptcy case.

The Firm may include claims in one or more of the following categories based upon the information you provide:

• Entrance Fee refund claims
• Claims relating to Life Care Agreements
• Rejection damages claims arising from impairment of continuing care obligations
• Other contract-based claims
• Contingent and unliquidated claims, including but not limited to:
  • violations of the Texas Deceptive Trade Practices Act
  • fraud, negligent misrepresentation, or nondisclosure
  • failure to disclose financial condition or risks
  • violations of laws governing continuing care retirement communities
  • other statutory or common-law claims

Such claims may be asserted on a preliminary basis and may not be fully investigated at the time of filing. The Firm is including such claims solely to preserve potential rights. The Firm is not undertaking to investigate, evaluate, or prosecute any such claims, including DTPA or misrepresentation claims, unless separately agreed in writing.

You agree to pay the Firm a fee of $500 for preparing and filing on your behalf a proof of claim, however you must sign the proof of claim before the Firm can file the claim. Your claim can be signed electronically. The deadline to file claims is 4:00 p.m. Central time on May 8, 2026. In order for the Firm to have the time to properly prepare and file a claim, you must sign this agreement and return to the Firm together with the $500 fee by Tuesday, April 28, 2026.

You acknowledge that no advice is being provided regarding the likelihood or value of any particular claim beyond preparation of the Proof of Claim.

IMPORTANT LIMITATION OF REPRESENTATION

The representation to prepare the claim does not include representation for any objections filed by the Debtor or by any other party or person.

The representation to prepare the claim does NOT include:

• responding to or defending any objections to your claim
• participation in plan confirmation proceedings
• adversary proceedings or litigation
• appeals
• tax advice
• enforcement or collection of any claim

Any additional representation must be separately agreed to in writing.

You must sign the claim. The Firm will not sign the claim for you.

CLIENT DECISIONS AND STRATEGIC CONSIDERATIONS

You understand that certain decisions may affect your claims, including:

• whether to sign a new lease with any purchaser
• whether to accept rent credits or other incentives
• whether to remain in occupancy

These decisions may affect the classification, value, or recovery of your claim. You are solely responsible for making these decisions. You understand that any rent credits, escrow payments, or other incentives received may reduce, offset, or affect the amount or recovery of your claims.

The Firm will include the amounts for the entrance fees paid for you, any amounts for Life Care Contracts you signed and any other amounts you desire to include but must provide to the Firm information and documentation supporting the claims and amounts you want to include.

The Order Setting Bar Dates provides that any Resident or Heir who holds a claim on account of an Entrance Fee and who does not dispute the amount set forth in the Schedules, even if such Entrance Fee claim is scheduled by the Debtor as contingent or unliquidated does not need to file a claim; provided, however, that a Proof of Claim must be filed on or prior to the General Bar Date for any claim of a Resident or Heir to the extent that such claim is not for an Entrance Fee. The Schedules reviewed by the Firm do not appear to have any amounts for the claims of Residents.

Proof of Claim Forms that are sent by facsimile or electronic mail will not be accepted. The Firm will file your signed proof of claim electronically as permitted by the Order.

Each Proof of Claim Form must include supporting documentation in accordance with Bankruptcy Rules 3001(c) and 3001(d). You need to provide to us the documents. Any supporting documentation that includes personally identifiable information can be redacted prior to submission. The Firm will work with you to obtain the necessary documents if requested.

NO GUARANTEE OF OUTCOME

The Firm has informed you that there is no guarantee that the representation will be successful. The Firm will prepare and file your claim but does not guarantee:

• that the claim will be allowed
• that no objection will be filed
• that any recovery will be obtained

Any valuation of claims or damages is an estimate and may be challenged, reduced, or disallowed. There is no valuation guarantee and your claims could be rejected or reduced to zero by the Debtor or any successor Trustee.

MULTIPLE CLAIMS AND AMENDMENTS

You understand and agree that:

• multiple Proofs of Claim may be filed on your behalf
• claims may be amended or supplemented
• certain claims may be contingent or unliquidated

TAX DISCLOSURE

Payments or credits received in connection with the bankruptcy or any purchaser program (including rent credits, escrow distributions, or other incentives) may have tax consequences, including possible reporting on IRS Form 1099. The characterization of such payments (including whether treated as income or return of capital) is uncertain. The Firm makes no representation as to how any such payments will be treated for tax purposes by any taxing authority.

THE FIRM IS NOT PROVIDING TAX ADVICE. You are advised to consult your own tax advisor.

CLIENT RESPONSIBILITIES

You agree to provide accurate and complete information and documents, including:

• Life Care Agreements
• closing statements
• entrance fee records
• residency information

Failure to provide information may affect your claim.

CONFLICTS AND REPRESENTATION OF OTHERS

You agree that the Firm may represent other residents, heirs, or parties in this case. However, this is NOT a class action or group representation.

If you are owed money by the Buckingham for events or actions that occurred after the bankruptcy case was filed on November 17, 2025, you must file a claim for such amounts or you will be barred from collecting such amounts. The Firm can assist but you will need to contact the Firm for assistance with an administrative expense claim to be filed.

You understand and agree that the representation is limited to you and others who sign engagement agreement. Further, the obligations of the Firm are specifically limited to the scope of engagement set forth herein and nothing else. If you desire that the Firm provide other representation, then you must request such further representation in writing and the Firm must agree in writing to such further representation.

You also agree that the Firm may and will represent other individuals, estates or entities in filing claims in the Buckingham case and you specifically agree to the Firm representing others in preparing claims.

Withdrawal by Firm

The Firm may withdraw from its representation of you in this matter at any time for any reason including, but not limited to, (i) if the Firm determines that a conflict of interest has arisen as a result of its representation of you; (ii) if you insist that the Firm engage in conduct contrary to the best judgment or advice of the Firm; (iii) if you fail to meet your obligations to the Firm under this agreement, including without limitation, payment obligations or requirements to provide documents or information to the Firm; (iv) if a disagreement arises as to how the Firm should manage the litigation, bankruptcy case or an adversary proceeding, or (v) if the relationship between you and the Firm reaches a status that the Firm does not believe continuing representation is effective or warranted. You specifically agree to this and, by execution hereof, authorize us to represent to any court, should any litigation then be pending, the fact of and your acquiescence in our withdrawal. Additionally, in this regard, you agree to execute any and all documents required by the court evidencing your consent to our withdrawal as your counsel. Our withdrawal shall not affect the amounts owed hereunder, however.

Client Discharge

You may request that we cease our representation of you at any time by notifying the Firm in writing or, if necessary, filing a motion to terminate our engagement with the court and notifying the Firm in writing.

If you elect to terminate this agreement and your claim has been filed, the fees to prepare the claim will not be refundable.

Disclosures - Please Review Carefully

The Firm has informed you that there is no guaranty that the representation will be successful. The Firm cannot and does not guaranty any results or outcomes. The Firm will prepare and file the proof of claim but does not represent that no objections will be filed or that the claim will be allowed. Claims may be reduced, reclassified, or disallowed entirely.

Review of Agreement and Understanding of Agreement

You acknowledge that you have had sufficient and ample opportunity to fully review this agreement, you have had opportunities to ask questions and you acknowledge that you understand and agree to this agreement. You have been provided with sufficient information to make an informed decision.

Associated Counsel and Referral of Case

The Firm anticipates working with the firm of Smith & Smith on this matter. Steve Smith is an attorney with Smith & Smith along with Mary Smith. You authorize the Firm to work with Smith & Smith as co-counsel on these matters. The Firm also may consult with or engage other counsel not a part of the Firm to assist in the matters herein. Such counsel is sometimes referred to in this agreement as “associated counsel.” The division of work between the Firm and associated counsel will be determined in the discretion of the Firm. Associated counsel shall be paid under the terms of this agreement. You authorize the Firm to disclose, review and discuss your matters and case and your privileged information with other attorneys who the Firm is considering engaging as associated counsel.

Communications by Email

The Firm may communicate with you by email and such communication shall be considered written communications. Communications by email shall be to the person who executes this agreement at the email address designated by such person. You shall inform the Firm immediately upon any change in the person to receive emails or the email address or account.

Miscellaneous

The Firm intends to do our best to represent you in the above-described matter. Of course, however, you understand that no promises or guarantees as to the outcome of the case could or would be made.

Use of Generative AI Tools: During the Firm’s representation of you, the Firm may use generative AI (GenAI) tools to assist with performing due diligence, contract and document review, conducting legal research, drafting legal documents, or other legal tasks if appropriate under the circumstances of your case. These tools allow the Firm to complete certain tasks more efficiently and enable the Firm to provide more cost-effective legal services. However, they are not a substitute for attorney judgment and experience. The Firm will independently review GenAI-assisted work product for accuracy, completeness, and compliance with applicable laws, rules, and regulations.

Your execution of this Agreement represents your written consent to the Firm’s use of GenAI tools in connection with the Firm’s representation of you.

This agreement shall be construed in accordance with the laws of the State of Texas and all obligations of the parties are performable in Harris County, Texas. The agreement shall be binding upon, and inure to the benefit of, the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns.

In case any one or more of the provisions contained in this agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision, and this agreement shall be construed as if such invalid, illegal or unenforceable provision does not exist.

This agreement constitutes the only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter.

If this letter meets with your understanding of our agreement concerning our Firm's representation of you in this matter, please sign in the place indicated below on the enclosed copy of this letter and return it to our office. By signing this letter, you are fully authorizing our Firm to obtain any records relevant to our representation of you in this matter. See Exhibit “A” attached hereto for a very important notification from the State Bar of Texas.

This agreement may be executed in multiple counterparts.

Yours truly,

Reese W. Baker, for the Firm

Contacts at the Firm:

Reese Baker           713-979-2251
Stephanie del Toro     713-979-2255   Office manager
Nicole Bates          713-979-2265   Paralegal
Gabby Martinez      979-402-0267   Paralegal

After we have received your information we will email you a link to finalize this agreement with your online signature.