Exchange Agreement [ ] (the Investor ) enters into this Exchange Agreement (this Agreement ) with MannKind Corporation (the Company ) on

Investor ) enters into this Exchange Agreement (this Agreement ) with MannKind Corporation (the Company ) on September 29, 2017 whereby the Investor will exchange (the

Exchange ) all of the Company s Series A Common Stock Purchase Warrants and Series B Common Stock Purchase Warrants (the Warrants ) owned by the Investor for a specified number of shares of the Company s

common stock, par value $0.01 per share (the Common Stock ).

On and subject to the terms and conditions set forth in

this Agreement, the parties hereto agree as follows:

1. The Exchange. Subject to the terms and conditions of this Agreement, the Investor

hereby agrees to exchange the Warrants set forth on Annex A hereto, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, rights, proxies, equity or other adverse claim

thereto (collectively, Liens ) (such Warrants, the Exchanged Warrants ) for the number of unrestricted, and freely tradeable, shares of Common Stock specified on Annex A hereto (the

Shares ), and the Company hereby agrees to issue such Shares to the Investor in exchange for such Exchanged Warrants.

Closing. The closing of the Exchange (the Closing ) shall take place at the offices of Cooley LLP, 4401 Eastgate Mall, San Diego, California 92101 at 10:00 a.m., New York City time, on October 3, 2017, or at such other

time and place as the Company and the Investor may agree to (the Closing Date ).

3. The Terms of the Exchange; Closing

Subject to the terms and conditions of this Agreement, effective upon the delivery of the Shares to the balance account of

the Investor s broker with The Depository Trust Company ( DTC ) through its Deposit/Withdrawal at Custodian system (a DWAC ) (such time, the Effective Time ) pursuant to the instructions set

forth on the signature page of the Investor, the Exchange shall occur, and without further action by Investor, the Warrants shall be automatically cancelled and the Investor hereby (a) waives any and all other rights with respect to such

Exchanged Warrants and (b) releases and discharges the Company from any and all claims the Investor may now have, or may have in the future, arising out of, or related to, such Exchanged Warrants (excluding any claims arising hereunder).

(a) As soon as commercially practicable following the Closing, the Investor shall cause the certificate evidencing the Exchanged Warrants to be

delivered to the Company or a lost warrant affidavit in form and substance reasonably satisfactory to the Company; and

Date, subject to satisfaction of the conditions precedent specified in Section 6 hereof, the Company shall issue the Shares to the Investor via DWAC (or other book-entry procedures) pursuant to instructions set forth on the

signature page of the Investor attached hereto.

4. Representations and Warranties and Covenants of the Company. The Company represents and warrants

to the Investor that:

(a) Organization. The Company is duly organized and is validly existing under the laws of the State of

(b) Due Authorization. This Agreement has been duly authorized, executed and delivered by

(c) Shares. The Shares (a) are duly authorized and, upon their issuance pursuant to the Exchange against delivery

of the Exchanged Warrants, will be validly issued, fully paid and non-assessable, (b) will not, at the Closing, be subject to any preemptive, participation, rights of first refusal or other similar

rights, and (c) assuming the accuracy of the Investor s representations and warranties hereunder, (i) will be issued in the Exchange exempt from the registration requirements of the Securities Act of 1933, as amended (the

Securities Act ), pursuant to either Section 3(a)(9) or Section 4(a)(2) of the Securities Act, and (ii) assuming the Investor is not an affiliate of the Company, will, at the Closing, be free of any restricted

legends or any restrictions on resale by the Investor pursuant to Section 3(a)(9) of the Securities Act or Rule 144 promulgated under the Securities Act.

(d) Listing. When issued in the Exchange, the Shares shall be listed on each national U.S. securities exchange upon which the Common

Stock is then listed.

(e) Disclosure. On or before, 9:00 a.m., New York City Time, on the first business day following the date of

this Agreement, the Company shall issue a publicly available press release or file with the SEC a Current Report on Form 8-K disclosing all material terms of the Exchange (to the extent not previously

publicly disclosed) (as applicable, the Disclosure Filing ). From and after the filing of the Disclosure Filing, the Company shall have disclosed all material, non-public information (if any)

provided up to such time to the Investor by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents. In addition, effective upon the filing of the Disclosure Filing, the Company acknowledges and

agrees that the oral confidentiality obligations of the Investor in favor of the Company with respect to the transactions contemplated by this Agreement shall terminate. Without the prior written consent of the Investor (which may be granted or

withheld in the Investor s sole discretion), except as required by applicable law, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of the Investor in any filing, announcement, release or

5. Representations and Warranties of the Investor. The Investor hereby represents and warrants to and covenants with the Company

(a) The Investor is a corporation, limited partnership, limited liability company or other entity, as the case may be, duly formed,

validly existing and in good standing under the laws of the jurisdiction of its formation.

(b) The Investor has full power and authority

to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby. This Agreement and the consummation of the Exchange will not violate, conflict with or result in a breach of or default

under (i) the Investor s organizational documents, (ii) any agreement or instrument to which the Investor is a party or by which the Investor or any of its assets are bound, or (iii) any laws, regulations or governmental or

judicial decrees, injunctions or orders applicable to the Investor.

(c) The Investor is the current sole legal and beneficial owner of the

Exchanged Warrants set forth on Annex A hereto, and the Investor neither holds nor beneficially owns any other Warrants of the Company. When the Exchanged Warrants are exchanged, the Company will acquire good, marketable and unencumbered

title thereto, free and clear of all Liens. The Investor has not (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of the Exchanged Warrants or its rights in the Exchanged Warrants (other than to the

Company pursuant hereto), or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the Exchanged Warrants. Investor warrants that no Liens on the Exchanged Warrants will

be created by the Investor or any of its Affiliates (defined below) after the date of this Agreement or will be existing at the Closing.

(d) The Investor is a resident of the state or country set forth on its signature page hereto and

is not acquiring the Shares as a nominee or agent or otherwise for any other person.

(e) The Investor will comply with all applicable laws

and regulations in effect in any jurisdiction in which the undersigned purchases, otherwise acquires or sells the Shares and will obtain any consent, approval or permission required for such purchases, acquisitions or sales under the laws and

regulations of any jurisdiction to which the undersigned is subject or in which the undersigned makes such purchases, acquisitions or sales, and the Company shall have no responsibility therefor.

(f) The Investor understands and accepts that acquiring the Shares in the Exchange involves risks including, but not limited to, risks

described in the Company s reports filed with the Securities and Exchange Commission (the SEC ). The Investor has such knowledge, skill and experience in business, financial and investment matters that the Investor is capable

of evaluating the merits and risks of the Exchange and an investment in the Shares. With the assistance of the Investor s own professional advisors, to the extent that the Investor has deemed appropriate, the Investor has made its own legal,

tax, accounting and financial evaluation of the merits and risks of an investment in the Shares and the consequences of the Exchange and this Agreement. The Investor has considered the suitability of the Shares as an investment in light of its own

circumstances and financial condition, and the Investor is able to bear the risks associated with an investment in the Shares.

Investor covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it will disclose to a third party any information regarding the Exchange or engage, directly or indirectly, in any transactions in the

securities of the Company (including Short Sales) prior to the time the transactions contemplated by this Agreement are publicly disclosed by the Company. Short Sales include, without limitation, all short sales as

defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act ), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short

sales, swaps, derivatives and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of

this clause (g), subject to the Investor s compliance with its obligations under the U.S. federal securities laws and the Investor s internal policies, Investor shall not be deemed to include any employees, subsidiaries

or affiliates of the Investor that are effectively walled off by appropriate Chinese Wall information barriers approved by the Investor s legal or compliance department (and thus have not been privy to any information concerning the

(h) The Investor confirms that it is not relying on any communication (written or oral) of the Company or any of its agents or

affiliates as investment advice or as a recommendation to participate in the Exchange and receive the Shares pursuant to the terms hereof. It is understood that information provided by the Company or any of its agents or affiliates shall not be

considered investment advice or a recommendation with respect to the Exchange, and that none of the Company or any of its agents or affiliates is acting or has acted as an advisor to the Investor in deciding whether to participate in the Exchange.

The Investor is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates or representatives, except for the

representations and warranties made by the Company in this Agreement.

(i) The Investor confirms that the Company has not (1) given any guarantee or representation

as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Shares; or (2) made any representation to the Investor regarding the legality of an investment in

the Shares under applicable investment guidelines, laws or regulations. In deciding to participate in the Exchange, the Investor is not relying on the advice or recommendations of the Company, and the Investor has made its own independent decision

that the investment in the Shares is suitable and appropriate for the Investor.

(j) The Investor is a sophisticated participant in the

transactions contemplated hereby and has such knowledge, skill and experience in financial, business and investment matters as to be capable of evaluating the merits and risks of an investment in the Shares, is experienced in investing in capital

markets and is able to bear the economic risk of an investment in the Shares, including sustaining any loss resulting therefrom without material injury. The Investor is familiar with the business and financial condition and operations of the

Company, has conducted its own investigation of the Company and the Shares and has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions

contemplated hereby. The Investor has had access to all materials it deems necessary to enable it to make an informed investment decision concerning the Exchange and has had the opportunity to review the Company s filings and submissions with

the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Act. The Investor acknowledges and agrees that no statement or written material contrary to this Agreement has been made or given to the Investor by

or on behalf of the Company. The Investor has had a full opportunity to ask questions of the Company and its representatives concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms

and conditions of the Exchange and has received answers thereto as the Investor deems necessary to enable it to make an informed investment decision concerning the Exchange and the Shares.

The Investor specifically understands and acknowledges that, on the date of this Agreement and on the Closing Date, the Company may have in

its possession non-public information that could be material to the market price of the Warrants and/or the Common Stock, including but not limited to non-public

information related to the Company s financial and operating results for the quarter ended September 30, 2017, that it has not disclosed to the Investor. The Investor hereby represents and warrants that, in entering into this Agreement and

consummating the transactions contemplated hereby, it does not require the disclosure of such non-public information to it by the Company in order to make an investment in the Common Stock or a disposition of

the Warrants, and hereby waives all present or future claims arising out of or relating to the Company s failure to disclose such non-public information to the Investor.

(k) The Investor understands that no federal, state, local or foreign agency has passed upon the merits or risks of an investment in the

Shares, or made any finding or determination concerning the fairness or advisability of such investment.

(l) The Investor is an

accredited investor as defined in Rule 501(a) under the Securities Act. The Investor agrees to furnish any additional information reasonably requested by the Company or any of its affiliates to assure compliance with applicable U.S.

federal and state securities laws in connection with the Exchange.

(m) The Investor is not directly, or indirectly through one or more

intermediaries, controlling or controlled by, or under direct or indirect common control with, the Company and is not, and has not been for the immediately preceding three months, an affiliate (within the meaning of Rule 144 under the

Securities Act) (an Affiliate ) of the Company. To its knowledge, the Investor did not acquire any of the Exchanged Warrants, directly or indirectly, from an Affiliate of the Company. The Investor and its

Affiliates collectively beneficially own and will beneficially own as of the Closing (but without giving effect to the Exchange) (i) less than 10% of the outstanding Common Stock of the

Company and (ii) less than 10% of the aggregate number of votes that may be cast by holders of those outstanding securities of the Company that entitle the holders thereof to vote generally on all matters submitted to the Company s

stockholders for a vote (the Voting Power ). Immediately after the receipt by the Investor of the Shares in the Exchange, the aggregate number of shares of Common Stock owned by the Investor and its Affiliates, together with the

aggregate number of shares equal to the notional value of any long derivative transaction relating to such Common Stock to which the Investor or its Affiliate is a party (excluding derivative transactions relating to broad based indices

and any interest in the Warrants), will not exceed 9.99% of the outstanding Common Stock of the Company.