MOLINA HEALTHCARE (MOH)

Miscellaneous

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In witness whereof, the parties hereby execute this addendum.

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MISCELLANEOUS

8.1 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

8.2 Press Releases and Public Announcements. Without the prior written approval of each of the Parties, no Party, either prior to or after the Closing, shall issue, or consent to or cooperate with the issuance by a third party of, a press release or other public announcement regarding (a) the execution of this Agreement, or (b) any or all of the transactions contemplated by this Agreement; provided, however, nothing herein shall preclude a Party from complying with its or his respective responsibilities under applicable Laws provided the parties recognize that a Governmental Entity may disclose or may have authority to disclose information to the general public before or after the closing and a party shall not be held accountable for such disclosure.

8.3 Entire Agreement. Except as set forth in the Confidentiality Agreement, this Agreement (a) constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof, and (b) supersedes all prior negotiations, correspondence, discussions and agreements, written or oral, among the Parties with respect to the subject matter hereof.

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Table of Contents

8.4 No Third-Party Beneficiaries. None of the provisions contained in this Agreement are intended by the Parties, nor shall they be deemed, to confer any benefit on any person or entity not a Party to this Agreement other than any Person entitled to indemnification as set forth in this Agreement.

8.5 Further Assurances. From and after the Agreement Date, each Party shall execute and deliver such additional documents and other instruments and do all such other acts and things as reasonably may be necessary or otherwise appropriate to effect and implement the transactions contemplated by this Agreement.

8.6 Successors and Assigns. All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors, assigns and heirs of the Parties.

8.7 Assignment. Buyer may assign this Agreement to Molina Healthcare of Michigan, Inc. (“MHM”), subject to all required consents so long as MHM complies in all material respects with Section 3.3. However, no such assignment shall relieve Buyer of any obligation under this Agreement. No Party shall have any other right to assign this Agreement without the prior written consent of each of the other Parties and any other attempted assignment of this Agreement by any of the Parties without such prior written consents shall be of no force or effect.

8.8 Amendment. This Agreement may not be amended or modified unless pursuant to a written instrument which refers specifically to this Agreement and is executed by the Parties.

8.9 Changes in Law. The Parties acknowledge and agree that they intend for this Agreement to comply with all applicable Laws. Therefor, if legal counsel for either Party reasonably determines that changes are required to this Agreement as a result of the enactment of new Laws or a court or Governmental Entity interpretation of existing Laws, then the parties will negotiate in good faith such changes to this Agreement as will be reasonably required to address such issues. In negotiating such changes, the parties will use reasonable good faith efforts to preserve, as nearly as possible, the economic agreement between them. In the event the Parties are unable to reach agreement with respect to such changes, despite such good faith negotiations, either Party may thereafter terminate this Agreement upon written notice to the other.