Form of Exchange AgreementExchange Agreement • August 12th, 2014 • Molina Healthcare Inc • Hospital & medical service plans • New York
The undersigned beneficial owner of Molina Healthcare, Inc.’s (the “Company”) 3.75% Convertible Senior Notes due 2014, CUSIP 60855R AA8 (the “Old Notes”) hereby agrees with the Company to exchange the Old Notes for 1.625% Convertible Senior Notes due 2044 (the “2044 Notes”), shares of the Company’s Common Stock, par value $0.001 per share (the “Exchange Shares”) and the Applicable Interest Amount (as defined below), pursuant to the terms and conditions of this Exchange Agreement. The undersigned understands that this exchange (the “Exchange”) is being made without registration of the 2044 Notes or the Exchange Shares under the Securities Act of 1933, as amended (the “Securities Act”), or any securities laws of any state of the United States or of any other jurisdiction, and is being made only to beneficial owners of Old Notes who are both “accredited investors” (as defined in Rule 501 of Regulation D under the Securities Act) and “qualified institutional buyers” (as defined in Rule 144
