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Molina Healthcare, Inc.

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Stock Symbol: MOH

Class Period: // to //

Company Name: Molina Healthcare, Inc.


Status: Investigation

Coming soon.

RETAINER AGREEMENT

By your signature below, you are acknowledging that you have agreed to be represented by Goldberg Law PC and such co-counsel as they deem appropriate to associate with in a shareholder action against the Company and certain of its officers and directors.

We have advised you that we have conducted a thorough investigation into the facts and circumstances surrounding the allegations contained in the Complaint, and we believe them to be meritorious. You understand that in seeking to be a plaintiff, you are undertaking certain fiduciary duties and responsibilities, which require you to adequately and fairly represent the class by becoming generally familiar with this litigation so that you can monitor, review and participate with counsel in the prosecution of the action. You may and should confer with us at any time you feel it is appropriate to do so. Your fiduciary duty also requires you to act in the best interests of the class at all times and not put your own personal interests ahead of the interests of the class. If you obtain access to non-public information during the pendency of the litigation, you must not engage in transactions in the company’s stock. You must also preserve any documents you have that are related to the case. Also, please let us know if your contact information changes.

Our firm prosecutes class actions and is seeking to undertake this litigation on a contingent-fee basis. This means we will not seek payment of any fees unless the lawsuit generates a recovery or benefit for the class. The payment of our fees in this suit is subject to court approval, and we generally seek to have our fees calculated as a percentage of the full amount of the funds recovered, i.e., as a percentage of the amount recovered before the deduction of our fees and expenses. In no event, will we request over 33.33% of the amount recovered plus reasonable disbursements. If non-monetary benefits are achieved, we will base our fee request on prior court awards where similar benefits were achieved. If there is no recovery or benefit for the class, our firm will not be paid.

We will advance all costs and expenses that we deem necessary to pursue an appropriate recovery in this suit. Typical costs and expenses include, but are not limited to, telephone, fax

transmission, court costs, computer research, copy, and postage expenses, as well as more substantial items, such as the cost of travel, deposition, trial, mediation expenses, and expert witness and consultant fees. If the lawsuit generates a recovery for the class, we will apply to the Court to have our costs and expenses reimbursed from the settlement fund remaining after the attorneys’ fees have been paid. If there is no recovery, you will not be responsible for any costs.

In the course of the lawsuit, we may, without notice to you, retain and/or work with other

law firms, in which case, we would divide any legal fees we receive with such other firms. You agree that we may divide fees with other attorneys for serving as local counsel, or for referral fees, or other services performed. You also agree that with respect to situations in which our co-counsel perform services, they may be entitled to receive no more than 33.33% of our firm’s overall fee. The division of attorneys’ fees with other counsel may be determined upon a percentage basis or upon time spent in assisting the prosecution of the action. The division of fees with other counsel is our sole responsibility and will not increase the fees described above. If we determine at any time that the prosecution of these claims is not feasible or is contrary to justice or the standards of good faith, we are then entitled to withdraw from the representation in the action, with reasonable notice to you. This agreement shall be governed by the laws of the State of California. All disputes, disagreements and claims arising out of or related to this agreement shall be resolved exclusively through binding arbitration pursuant to the Rules of the American Arbitration Association.

We look forward to working with you.

Very truly yours,

Goldberg Law PC

By: _________________________

Michael Goldberg, ESQ.

By: _________________________

[PLAINTIFF]