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We are offering to exchange $700 million aggregate principal amount of our registered 5.375% Senior Notes due 2022 and the note guarantees associated therewith, which we refer to herein as the exchange notes and related exchange guarantees, respectively, for all of our original unregistered 5.375% Senior Notes due 2022 and the note guarantees associated therewith, which we refer to herein as the original notes and related original guarantees, respectively, issued in a private placement on November 10, 2015.

•	The terms of the exchange notes and related exchange guarantees will be substantially identical to the original notes and related original guarantees, except that the exchange notes will not be subject to the transfer restrictions or additional interest applicable to the original notes and related original guarantees.

•	There is no existing market for the exchange notes or related exchange guarantees, and we do not intend to apply for their listing on any securities exchange or arrange for them to be quoted on any quotation system.

•	We will exchange all original notes and related original guarantees that are validly tendered and not withdrawn prior to the expiration or termination of the exchange offer for an equal principal amount of exchange notes and related exchange guarantees.

•	We will not receive any cash proceeds from the exchange offer.

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•	the success of our profit improvement and cost-cutting initiatives;

•	uncertainties and evolving market and provider economics associated with the implementation of the Affordable Care Act (the "ACA"), the Medicaid expansion, the insurance marketplaces, the effect of various implementing regulations, and uncertainties regarding the Medicare-Medicaid dual eligible demonstration programs in California, Illinois, Michigan, Ohio, South Carolina, and Texas;

•	management of our medical costs, including our ability to reduce over time the high medical costs commonly associated with new patient populations;

•	our ability to predict with a reasonable degree of accuracy utilization rates, including utilization rates in new plans, geographies, and programs where we have less experience with patient and provider populations, and also including utilization rates associated with seasonal flu patterns or other newly emergent diseases;

•	our ability to manage growth, including maintaining and creating adequate internal systems and controls relating to authorizations, approvals, provider payments, and the overall success of our care management initiatives designed to control costs;

•	our receipt of adequate premium rates to support increasing pharmacy costs, including costs associated with specialty drugs and costs resulting from formulary changes that allow the option of higher-priced non-generic drugs;

•	our ability to operate profitably in an environment where the trend in premium rate increases lags behind the trend in increasing medical costs;

•	the interpretation and implementation of federal or state medical cost expenditure floors, administrative cost and profit ceilings, premium stabilization programs, profit sharing arrangements, and risk adjustment provisions;

•	the interpretation and implementation of at-risk premium rules regarding the achievement of certain quality measures, and our ability to recognize revenue amounts associated therewith;

•	the interpretation and implementation of state contract performance requirements regarding the achievement of certain quality measures, and our ability to avoid liquidated damages associated therewith;

•	cyber-attacks or other privacy or data security incidents resulting in an inadvertent unauthorized disclosure of protected health information;

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•	the success of our health plan in Puerto Rico, including the resolution of the Puerto Rico debt crisis, payment of all amounts due under our Medicaid contract, the effect of the newly enacted PROMESA law, and our efforts to better manage the health care costs of our Puerto Rico health plan;

•	significant budget pressures on state governments and their potential inability to maintain current rates, to implement expected rate increases, or to maintain existing benefit packages or membership eligibility thresholds or criteria, including the resolution of the Illinois budget impasse and continued payment of all amounts due to our Illinois health plan;

•	the accurate estimation of incurred but not reported or paid medical costs across our health plans;

•	subsequent adjustments to reported premium revenue based upon subsequent developments or new information, including changes to estimated amounts due to or receivable from CMS under the ACA's "three R's" marketplace premium stabilization programs;

•	efforts by states to recoup previously paid amounts, including our dispute with the state of New Mexico related to reimbursement for retroactively enrolled members in 2014;

•	the success of our efforts to retain existing government contracts and to obtain new government contracts in connection with state requests for proposals (RFPs) in both existing and new states;

•	the continuation and renewal of the government contracts of our health plans, Molina Medicaid Solutions, and Pathways, and the terms under which such contracts are renewed;

•	complications, member confusion, or enrollment backlogs related to the annual renewal of Medicaid coverage;

•	government audits and reviews, and any fine, enrollment freeze, or monitoring program that may result therefrom;

•	changes with respect to our provider contracts and the loss of providers;

•	approval by state regulators of dividends and distributions by our health plan subsidiaries;

•	changes in funding under our contracts as a result of regulatory changes, programmatic adjustments, or other reforms;

•	high dollar claims related to catastrophic illness;

•	the favorable resolution of litigation, arbitration, or administrative proceedings;

•	the relatively small number of states in which we operate health plans;

•	the effect on our Los Angeles County subcontract of Centene Corporation’s acquisition of Health Net, Inc.;

•	the availability of adequate financing on acceptable terms to fund and capitalize our expansion and growth, repay our outstanding indebtedness at maturity and meet our liquidity needs, including the interest expense and other costs associated with such financing;

•	the failure of a state in which we operate to renew its federal Medicaid waiver;

•	changes generally affecting the managed care or Medicaid management information systems industries;

•	increases in government surcharges, taxes, and assessments, including but not limited to the deductibility of certain compensation costs;

•	newly emergent viruses or widespread epidemics, including the Zika virus, public catastrophes or terror attacks, and associated public alarm;

•	changes in general economic conditions, including unemployment rates;

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•	the sufficiency of our funds on hand to pay the amounts due upon conversion of our outstanding notes; and

•	increasing competition and consolidation in the Medicaid industry.

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•	increasing our vulnerability to adverse economic, industry, or competitive developments;

•	requiring a substantial portion of our cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flows to fund operations, capital expenditures, and future business opportunities;

•	exposing us to the risk of increased interest rates to the extent of any future borrowings, including borrowings under our revolving credit facility, at variable rates of interest;

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making it more difficult for us to satisfy our obligations with respect to our indebtedness, including our revolving credit facility, the notes and the Existing Notes (as defined below), and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the indenture governing the notes and the agreements governing such other indebtedness;

•	restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

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•	limiting our ability to obtain additional financing for working capital, capital expenditures, product and service development, debt service requirements, acquisitions, and general corporate or other purposes; and

•	limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our substantial indebtedness may prevent us from exploiting.

•	incur additional indebtedness or issue certain preferred equity;

•	pay dividends on, repurchase, or make distributions in respect of our capital stock, prepay, redeem, or repurchase certain debt or make other restricted payments;

•	make certain investments;

•	create certain liens;

•	sell assets, including capital stock of restricted subsidiaries;

•	enter into agreements restricting our restricted subsidiaries’ ability to pay dividends to us;

•	consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

•	enter into certain transactions with our affiliates; and

•	designate our restricted subsidiaries as unrestricted subsidiaries.

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•	the Issuer or guarantor was insolvent or rendered insolvent by reason of the issuance of the notes or the guarantee;

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•	the issuance of the notes or the guarantee left the Issuer or guarantor with an unreasonably small amount of capital to carry on the business;

•	the Issuer or guarantor intended to, or believed that the Issuer or guarantor would, incur debts beyond the Issuer’s or such guarantor’s ability to pay such debts as they mature; or

•	the Issuer or guarantor issued the notes or a guarantee to or for the benefit of an insider, or incurred such obligation to or for the benefit of an insider, under an employment contract and not in the ordinary course of business.

•	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

•	the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•	it could not pay its debts as they become due.

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•	we are only required to repurchase the notes under certain circumstances if there are excess proceeds of the asset sale; or

•	we may be prohibited from repurchasing the notes by the terms of our other senior debt, including any outstanding credit facilities.

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(1)	Service revenue and cost of service revenue include revenue and costs generated by our Pathways subsidiary, which was acquired on November 1, 2015.

(2)	Income (loss) from discontinued operations is presented net of income tax expense (benefit), which was insignificant in 2015 and 2014, and $(10), $(1), and $1, in 2013, 2012 and 2011, respectively. For the six months ended June 30, 2016 and 2015, income tax expense (benefit) was insignificant.

(3)	Includes senior notes, lease financing obligations and other long-term debt.

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•	the exchange notes being issued in the exchange offer will have been registered under the Securities Act;

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•	the exchange notes being issued in the exchange offer will not bear the restrictive legends restricting their transfer under the Securities Act; and

•	the exchange notes being issued in the exchange offer will not contain the registration rights and additional interest provisions contained in the original notes.

•	the exchange offer does not violate applicable law or any applicable interpretation of the Staff of the Commission;

•	no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the exchange offer, and no material adverse development shall have occurred in any existing action or proceeding with respect to us; and

•	all governmental approvals shall have been obtained, which approvals we deem necessary for the consummation of the exchange offer.

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•	by a registered holder of original notes (which term, for purposes of the exchange offer, includes any participant in the DTC system whose name appears on a security position listing as the holder of such original notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or

•	for the account of an eligible institution.

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•	it is not an affiliate of ours;

•	the person acquiring the exchange notes in the exchange offer is obtaining them in the ordinary course of its business, whether or not such person is the holder; and

•	neither the holder nor such person is engaged in or intends to engage in or has any arrangement or understanding with any person to participate in the distribution of the exchange notes issued in the exchange offer.

•	may not participate in the exchange offer;

•	may not rely on the applicable interpretations of the Staff of the Commission; and

•	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

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•	certificates for such original notes or a book-entry confirmation of such original notes into the exchange agent's account at DTC;

•	an agent’s message or a properly completed and duly executed letter of transmittal; and

•	any other required documents.

•	the tender is made through an eligible institution;

•	prior to the expiration date of the exchange offer, the exchange agent receives by facsimile transmission, mail or hand delivery from such eligible institution a validly completed and duly executed notice of guaranteed delivery, substantially in the form provided with this prospectus, or an agent's message with respect to guaranteed delivery which:

•	sets forth your name and address and the amount of your original notes tendered;

•	states that the tender is being made thereby; and

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guarantees that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•	the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

•	specify the name of the person that tendered the original notes to be properly withdrawn;

•	identify the original notes to be properly withdrawn, including certificate number or numbers and the principal amount of such original notes;

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•	in the case of original notes tendered by book-entry transfer, specify the number of the account at DTC from which the original notes were tendered and specify the name and number of the account at DTC to be credited with the properly withdrawn original notes and otherwise comply with the procedures of such facility;

•	contain a statement that such holder is withdrawing its election to have such original notes exchanged for exchange notes;

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other than a notice transmitted through DTC's ATOP system, be signed by the holder in the same manner as the original signature on the letter of transmittal by which such original notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the original notes register the transfer of such original notes in the name of the person withdrawing the tender; and

•	specify the name in which such original notes are registered, if different from the person who tendered such original notes.

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•	general senior unsecured obligations of Molina;

•	equal in right of payment to all existing and future senior unsecured obligations of Molina (including Molina’s obligations under the Credit Agreement);

•	effectively subordinate in right of payment to any existing or future secured obligations of Molina to the extent of the value of the assets securing such obligations;

•	senior in right of payment to any future subordinated obligations of Molina;

•	unconditionally guaranteed on a senior basis by the Guarantors; and

•	structurally subordinated to all Indebtedness and other liabilities and preferred stock of Subsidiaries of Molina that are not Guarantors.

•	a general senior unsecured obligation of the Guarantor;

•	equal in right of payment to all existing and future senior unsecured obligations of that Guarantor;

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•	effectively subordinate in right of payment to any existing or future secured obligations of that Guarantor to the extent of the value of the assets securing such obligations; and

•	senior in right of payment to any future subordinated obligations of that Guarantor.

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•	"Liens",

•	"Merger, Consolidation or Sale of Assets" (other than the financial test set forth in clause (4) of that covenant), and

•	"SEC Reports".

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(1)

if (A) the registration statement of which this prospectus is a part is not declared effective by the Commission on or prior to 270 days after the Original Issue Date or a Shelf Registration Statement is not declared effective by the Commission on or prior to 270 days after the Original Issue Date or (B) notwithstanding that we have consummated or will consummate this exchange offer, we are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to later of (x) 270 days after the Original Issue Date and (y) the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required effective date, Additional Interest shall accrue on the principal amount of the original notes at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90 day period; or

(2)

if (A) we have not exchanged exchange notes for all original notes validly tendered in accordance with the terms of this exchange offer on or prior to the 300th day after the Original Issue Date or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of the Original Issue Date (other than after such time as all original notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the original notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the day after such required exchange, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90 day period;

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•	during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•	during the five business day period immediately after any five consecutive trading day period (the measurement period) in which the trading price per $1,000 principal amount of 1.125% Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;

•	upon the occurrence of specified corporate events; or

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•	at any time on or after July 15, 2019 until the close of business on the second scheduled trading day immediately preceding the maturity date.

•	during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•	during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price per $1,000 principal amount of 1.625% Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;

•	upon the occurrence of specified corporate events;

•	if we call any 1.625% Notes for redemption, at any time until the close of business on the business day immediately preceding the redemption date;

•	during the period from, and including, May 15, 2018 to the close of business on the business day immediately preceding August 19, 2018; or

•	at any time on or after February 15, 2044 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 1.625% Notes, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances.

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•	DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

•	DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days;

•	we, at our option, notify the trustee that we elect to cause the issuance of certificated notes; or

•	certain other events provided in the indenture should occur.

•	certificated notes will be issued only in fully registered form in minimum denominations of $2,000 or integral multiples of $1,000 in excess of $2,000,

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•	payment of principal of, and premium, if any, and interest on, the certificated notes will be payable, and the transfer of the certificated notes will be registrable, at our office or agency maintained for such purposes, and

•	no service charge will be made for any registration of transfer or exchange of the certificated notes, although we may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith.

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1.	Our Annual Report on Form 10-K as of and for the year ended December 31, 2015, filed with the Commission on February 26, 2016;

2.	Our Proxy Statement for our 2016 Annual Meeting of Stockholders, filed with the Commission on March 17, 2016;

3.	Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016, filed with the Commission on May 2, 2016 and July 27, 2016, respectively; and

4.	Our Current Reports on Form 8-K, filed with the Commission on February 18, 2016, March 16, 2016, May 2, 2016, May 13, 2016 and July 28, 2016.

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1.	That I am the duly appointed and acting Secretary of College Community Services, a California Mutual Benefit Nonprofit Corporation.

2.	That the foregoing Amended and Restated Bylaws were adopted by Written Consent of the Sole Member, dated June 29, 2016.

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1.1	FORMATION OF COMPANY

1.2	NUMBER OF MEMBERS

1.3	REGULATION OF INTERNAL AFFAIRS BY THE AGREEMENT

1.4	LAWS GOVERNING THE AGREEMENT

1.5	TERM OF THE AGREEMENT

1.6	USE OF FULL LEGAL NAME OF COMPANY REQUIRED

1.7	LIMITATION OF AUTHORITY OF THE MEMBER

1.8	LIMITATIONS ON CONTRACTION OF DEBTS

1.9	SOLE LIABILITY FOR DEBTS OF COMPANY

1.10	TITLE TO ALL PROPERTIES IN NAME OF COMPANY

1.11	REQUIRED MAINTENANCE OF REGISTERED OFFICE

1.12	PLACES OF BUSINESS OUTSIDE CALIFORNIA

1.13	OTHER FORMATION MATTERS

1.14	DEFINITIONS OF GENERAL TERMS

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2.1	NAMES AND ADDRESSES OF THE INITIAL MEMBER, INITIAL CAPITAL CONTRIBUTIONS, NATURE OF INTEREST AND RESTRICTION TO ONE MEMBER

2.2	FORM OF CAPITAL CONTRIBUTIONS

2.3	ACCEPTANCE OF ADDITIONAL CAPITAL CONTRIBUTIONS

2.4	LIMITATIONS ON WITHDRAWALS OF CAPITAL CONTRIBUTION

2.5	PERCENTAGE INTEREST OF THE MEMBER

2.6	ADMISSION OF ADDITIONAL MEMBER

2.7	CERTIFICATE OF MEMBERSHIP INTEREST

2.8	CANCELLATION OF CERTIFICATE OF MEMBERSHIP

2.9	REPLACEMENT OF LOST, STOLEN, OR DESTROYED CERTIFICATE

2.10	LIMITATION ON LIABILITY OF MEMBER AND MANAGERS

2.11	LIABILITY OF THE MEMBER TO COMPANY

3.1	MANAGEMENT OF COMPANY AND ELECTION OF MANAGER

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5.1	TRANSFER AND ASSIGNMENT OF INTERESTS

5.2	RESTRICTIONS ON TRANSFER OF INTERESTS

5.3	EFFECTIVE DATE OF PERMITTED TRANSFERS

5.4	NO EFFECT TO TRANSFERS IN VIOLATION OF AGREEMENT

5.5	TERMINATION OF INTEREST

6.1	CONDITIONS OF DISSOLUTION

6.2	CERTIFICATE OF DISSOLUTION

6.3	WINDING UP

6.4	RESPONSIBILITIES OF MANAGER FOR WINDING UP

6.5	ORDER OF PAYMENT OF LIABILITIES UPON DISSOLUTION

7.1	POWER OF COMPANY TO INDEMNIFY

7.2	RIGHT OF COVERED PERSONS TO INDEMNITY

7.3	ADVANCEPAYMENT

7.4	POWER TO PURCHASE INSURANCE

8.1	ACCOUNTING DECISIONS AND RELIANCE ON OTHERS

8.2	MAINTENANCE OF BOOKS AND RECORDS AND ACCOUNTING

8.3	PROVISION OF ACCESS FOR MEMBER TO ACCOUNTING RECORDS

8.4	REQUIRED DELIVERY OF ANNUAL TAX INFORMATION TO MEMBER

8.5	TAX MATTERS

8.6	PERIODIC FILING BY COMPANY

9.1	ADDITIONAL DOCUMENTS AND ACTS

9.2	ACTION OR CONSENT BY MEMBER

9.3	AMENDMENTS TO THE AGREEMENT

9.4	BINDING EFFECT OF AGREEMENT

9.5	COMPLETE AGREEMENT

9.6	EXHIBITS INCORPORATED

9.7	GENDER AND NUMBER IN NOUNS AND PRONOUNS

9.8	HEADINGS FOR CONVENIENCE ONLY

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9.9	MULTIPLE COUNTERPARTS

9.10	NO THIRD PARTY BENEFICIARY

9.11	NOT FOR BENEFIT OF CREDITORS

9.12	NOTICES UNDER THE AGREEMENT

9.13	NO PUBLICITY

9.14	REFERENCES TO THE AGREEMENT

9.15	RELIANCE ON AUTHORITY OF PERSONS SIGNING AGREEMENT

9.16	EVERABILITY OF PROVISIONS

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1.11	REQUIRED MAINTENANCE OF REGISTERED OFFICE, AGENTS, AND RECORDS

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2.1	NAMES AND ADDRESSES OF THE INITIAL MEMBER, INITIAL CAPITAL CONTRIBUTIONS, NATURE OF INTEREST, AND RESTRICTION TO ONE MEMBER

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2.11	LIABILITY OF THE MEMBER TO THE COMPANY

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3.1	MANAGEMENT OF COMPANY AND ELECTION OF MANAGER

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3.3	POWERS OF THE MANAGER

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(a)	To acquire property from any Person as the Manager may determine in the best interest of the Company whether or not the Member or the Manager is directly or indirectly affiliated or connected with any such Person;

(b)	To purchase liability and other insurance to protect the property and business of the Company;

(c)	To hold and own any real and personal properties of the Company in the name of the Company;

(d)	To invest any funds of the Company temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments;

(e)

To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage, or disposition of property of the Company; assignments; bills of sale; leases; partnership agreements; and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company;

(f)	To accountants, legal counsel, managing agents, or other experts to perform services for the Company and to compensate them from the funds of the Company;

(g)	To retain and compensate employees and agents generally, and to define their duties, and to cause the same to be the employees or agents of the Manager rather than of the Company if the Manager determines such manner of retention and compensation is in or not opposed to the best interests of the Company;

(h)	To enter into any and all other agreements on behalf of the Company, with any other Person or Entity for any purpose related to the property or business of the Company, in such forms as the Manager may approve;

(i)	To pay reimbursement from the Company of all expenses of the Company reasonably incurred and paid by the Manager on behalf of the Company; and

(j)	To do and perform all other acts as may be necessary or appropriate to the conduct of the business of the Company.

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(a)	To sell, exchange or otherwise dispose of all, or substantially all, of the Company's assets occurring as part of a single transaction or plan;

(b)	To merge the Company with any other limited liability company or limited partnership; and

(c)	To change the character of the business of the Company.

(ii)	as to the existence or non-existence of any fact which constitutes a condition precedent to acts by the Member or the Manager or in any other manner germane to the affairs of the Company;

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(iii)	as to who is authorized to execute and deliver any instrument or document of the Company;

(iv)	as to the authenticity of any copy of the Articles, the Agreement, amendments thereto, and any other document relating to the conduct of the affairs of the Company; or

(v)	as to any act or failure to act by the Company or as to any other matter whatsoever involving the Company, the Manager, or the Member in the capacity as a Member or a Manager.

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(i)	The fair market value of property other than money contributed by the Member to the Company as determined by the contributing Member and the Company, and

(iii)	The amount of any liabilities of the Company assumed by the Member or which are secured by property distributed to the Member by the Company, and

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(ii)	The fair market value of property distributed to the Member by the Company as determined by the recipient Member and the Company,

(iii)	The Member's share of expenditures of the Company and losses that are nondeductible,

(iv)	The Member's share of amounts paid or incurred by the Company to organize the Company or to promote the sale of (or to sell) an interest in the Company (except to the extent properly amortizable for income tax purposes),

(v)	The Net Losses allocated to the Member, and

(vi)	The amount of any liabilities the Member assumed by the Company or secured by property contributed by the Member to the Company.

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(i)	The expiration of the period fixed for the duration of the Company term as stated in its Articles;

(ii)	The duly adopted resolution of the Member or Members entitled to vote thereon that the Company should be dissolved; or

(iii)	Upon the occurrence of such other event as may be provided by the Act, except the business of the Company shall in all such cases be continued unless or until one or more of the events described in Items (i) and (ii) shall also occur.

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(i)	To creditors, in the order of priority as provided by law, except those to the Member of the Company on account of the Member's Capital Contributions; and

(ii)	To the Member of the Company of all remaining assets of the Company only after adequate reserves are set aside for reasonably foreseeable liabilities or claims as required by the Act or state law;

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(a)	the adoption, amendment, or the approval of any action for which the Corporation Law also requires Shareholders' approval or approval of the outstanding shares;

(b)	the creation or filling of vacancies on the Board of Directors or any committee of the Board;

(c)	the fixing of compensation of the Directors for serving on the Board or on any committee;

(d)	the adoption, amendment or repeal of Bylaws or the adoption of new Bylaws;

(e)	the amendment of the Articles of Incorporation;

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(f)	the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

(g)	a distribution to the Shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or

(h)	the appointment of any other committees of the Board of Directors or the members of these committees.

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(a)	determine the number of shares outstanding and the voting power of each share;

(b)	determine the shares represented at the meeting and the existence of a quorum;

(c)	determine the authenticity, validity, and effect of proxies and ballots;

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(d)	receive votes, ballots, waivers, releases, or consents;

(e)	hear and determine all challenges and questions in any way arising in connection with the right to vote or the vote;

(f)	count and tabulate all votes or consents;

(g)	determine when the polls shall close;

(h)	determine the result; and

(i)	do any other acts that may be proper to conduct the election or vote with fairness to all Shareholders.

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1.	That I am the duly elected and acting Secretary of Molina Medical Management, Inc., a California corporation (the "Company").

2.	That the foregoing Amended and Restated Bylaws were adopted by the sole shareholder by Written Consent of the Sole Shareholder of the Company (previously known as American Family Care, Inc.), dated August 18, 2014.

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1.	Name. The name of the limited liability company formed hereby is ASPEN MSO, LLC.

2.	Duration. Its period of duration is until January 1, 2035, unless sooner dissolved.

3.	Registered Agent and Office. The name of its registered agent is Corporation Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware, 19805.

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1.	Aspen MSO, LLC, a California limited liability company, is merging into and with Aspen MSO, LLC, a Delaware limited liability company.

2.	An Agreement of Merger has been approved and executed by each of the above-referenced limited liability companies with respect to the merger.

3.	The surviving entity of the merger will be Aspen MSO, LLC, a Delaware limited liability company.

4.	The effective date of the merger shall be on the date of filing of this Certificate with the Delaware Secretary of State.

5.	The Agreement of Merger is on file at the principal executive office of Aspen MSO, LLC, a Delaware limited liability company at 17100 Pioneer Boulevard, Suite 300, Cerritos, California 90701-2709.

6.	A copy of the Agreement of Merger will be furnished by Aspen MSO, LLC, on request and without cost to any member of (i) Aspen MSO, LLC, a California limited liability company, or (ii) Aspen MSO, LLC, a Delaware limited liability company.

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	Jeff D. Barlow, Secretary

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1.	Name of Limited Liability Company: Providence Human Services of Massachusetts, LLC.

2.	The Certificate of Formation of the limited liability company is hereby amended as follows:

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Re:	Molina Healthcare, Inc. Registration Statement on Form S-4

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(i)	the Registration Statement;

(ii)	the Indenture;

(iii)	Officer’s Factual Certificates, dated July 28, 2016, executed by each of the Company and the Maine Subsidiary Guarantor;

(iv)	Secretary’s Certificates and Certificates of Incumbency, dated July 28, 2016, executed by each of the Company and the Maine Subsidiary Guarantor;

(v)	charter documents, as amended, of each of the Company and the Maine Subsidiary Guarantor;

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(vi)	bylaws, as amended, of each of the Company and the Maine Subsidiary Guarantor;

(vii)	certificates of good standing, dated July 27, 2016, for each of the Company and the Maine Subsidiary Guarantor;

(viii)

resolutions adopted by the board of directors of the Company on September 15, 2015, unanimous written consent of the board of directors of the Company, dated November 4, 2015, resolutions adopted by the pricing committee of the board of directors of the Company on November 5, 2015, unanimous written consent of the board of directors of the Maine Subsidiary Guarantor, dated February 8, 2016, and unanimous written consent of the board of directors of the Maine Subsidiary Guarantor, dated June 30, 2016; and

(ix)	such other matters of fact and questions of law as we have considered appropriate for purposes of this opinion.

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*	Non-operational entity

^	Wholly owned subsidiary of Molina Healthcare of Texas, Inc.

+	Wholly owned subsidiary of Molina Pathways, LLC

~	Partially owned subsidiary of Molina Medical Management, Inc.

-	Wholly owned subsidiary of Pathways Health and Community Support LLC

/	Wholly owned subsidiary of The RedCo Group, Inc.

>	Wholly owned subsidiary of Pathways Community Corrections, Inc.

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Items 3-15.	Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

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(2)	if appropriate, check and complete the boxes relating to guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions;

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¨	Check here if certificates representing tendered original notes are enclosed herewith.

¨	Check here if tendered original notes are being delivered by book­-entry transfer made to the account maintained by the exchange agent with DTC and complete the following:

¨	Check here and enclose a photocopy of the notice of guaranteed delivery if tendered original notes are being delivered pursuant to a notice of guaranteed delivery previously sent to the exchange agent and complete the following:

¨	Check here if you are a broker­-dealer and wish to receive 10 additional copies of the prospectus and 10 copies of any amendments or supplements thereto.

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(1)	any exchange notes acquired in exchange for original notes tendered are being acquired in the ordinary course of business of the undersigned;

(2)	neither the undersigned nor any beneficial owner has an arrangement or understanding with any person to participate in the “distribution” (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;

(3)

neither the undersigned nor any beneficial owner is an “affiliate” (as defined in Rule 405 of the Securities Act) of Molina or, if the undersigned or any beneficial owner is an affiliate of Molina, the undersigned or beneficial owner, as applicable, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in a Shelf Registration Statement (as defined under the section of the prospectus entitled “Exchange Offer and Registration Rights Agreement”) in order to have their notes included in a Shelf Registration Statement and benefit from the provisions regarding additional interest;

(4)	neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution of the exchange notes; and

(5)	if the undersigned is a participating broker-dealer, such holder has acquired the original notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the exchange notes.

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¨	exchange notes

¨	original notes

¨	exchange notes

¨	original notes

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(1)	in book­-entry form, by a book­-entry confirmation and delivery of an agent’s message, or

(2)	in certificated form, certificates for all physically tendered original notes as well as a properly completed and duly executed copy of this letter (or manually signed facsimile of this letter),

(1)	such tender must be made through an eligible institution;

(2)

prior to 5:00 p.m., New York City time, on the expiration date, the exchange agent must receive from such eligible institution a validly completed and duly executed notice of guaranteed delivery, substantially in the form provided by Molina (by facsimile transmission, mail or hand delivery) or an agent’s message with respect to guaranteed delivery, setting forth the name and address of the holder of original notes and the amount of original notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the notice of guaranteed delivery, a book­-entry confirmation for original notes held in book-­entry form together with an agent’s message instead of this letter or the certificates for all physically tendered original notes, in proper form for transfer, together with a properly completed and duly executed letter of transmittal (or facsimile of this letter), as the case may be, with any required signature guarantees and any other documents required by this letter will be deposited by the eligible institution with the exchange agent; and

(3)

a book­-entry confirmation for original notes held in book­-entry form together with an agent’s message instead of this letter or the certificates for all physically tendered original notes, in proper form for transfer, together with a properly completed and duly executed letter (or facsimile of this letter), as the case may be, with any required signature guarantees and all other documents required by this letter, are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

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(1)	specify the name of the person having tendered the original notes to be properly withdrawn, which we refer to as the depositor in this letter;

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(2)	identify the original notes to be withdrawn, including certificate number or numbers and the principal amount of such original notes;

(3)	in the case of original notes tendered by book­-entry transfer, specify the number of the account at DTC from which the original notes were tendered and specify the name and number of the account at DTC to be credited with the properly withdrawn original notes and otherwise comply with the procedures of such facility;

(4)	contain a statement that such holder is withdrawing its election to have such original notes exchanged for exchange notes;

(5)

other than a notice through DTC’s ATOP system, be signed by the holder in the same manner as the original signature on this letter by which such original notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the trustee with respect to the original notes register the transfer of such original notes in the name of the person withdrawing the tender; and

(6)	specify the name in which such original notes are registered, if different from that of the depositor.

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1.	the prospectus;

2.	the letter of transmittal for your use in connection with the tender of original notes and for the information of your clients;

3.	the notice of guaranteed delivery to be used to accept the exchange offer if the original notes and all other required documents cannot be delivered to U.S. Bank National Association (the “exchange agent”) prior to the expiration date (as defined below); and

4.	a form of letter that may be sent to your clients for whose accounts you hold original notes registered in your name or the name of your nominee, with space provided for obtaining the clients’ instructions with regard to the exchange offer.

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1.	The exchange offer is for any and all original notes.

2.	The exchange offer is subject to certain conditions set forth in the prospectus under the section entitled “The Exchange Offer—Conditions to the Completion of the Exchange Offer.”

3.	Any transfer taxes incident to the transfer of original notes from the holder to Molina will be paid by Molina, except as otherwise provided in the instructions in the letter of transmittal.

4.	The exchange offer expires at 5:00 p.m., New York City time, on , 2016, unless extended by Molina.

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