FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this Agreement ) is dated as of

FORM OF SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this Agreement ) is dated as of October 10, 2017, between MannKind Corporation, a

Delaware corporation (the Company ), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers ).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the

Securities Act of 1933, as amended (the Securities Act ), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as

more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for

other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this

Agreement, the following terms have the meanings set forth in this Section 1.1:

the meaning ascribed to such term in Section 3.1(j).

Affiliate means any Person that, directly or

indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

Board of Directors means the board of directors of the Company.

Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the

United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to remain closed.

Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

Closing Date means the Trading Day on which all of the Transaction Documents have been executed and

delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Company s obligations to deliver the Securities, in each case, have been

satisfied or waived, but in no event later than the third Trading Day following the date hereof.

Commission means the United States Securities and Exchange Commission.

Common Stock means the common stock of the Company, par value

$0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the

holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles

the holder thereof to receive, Common Stock.

Company Counsel means Cooley LLP, with offices located at

4401 Eastgate Mall, San Diego, California 92121.

Evaluation Date shall have the meaning ascribed to

such term in Section 3.1(s).

Exchange Act means the Securities Exchange Act of 1934, as amended,

and the rules and regulations promulgated thereunder.

FCPA means the Foreign Corrupt Practices Act of

FDA shall have the meaning ascribed to such term in Section 3.1(ff).

FDCA shall have the meaning ascribed to such term in Section 3.1(ff).

GAAP shall have the meaning ascribed to such term in Section 3.1(h).

Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(p).

Liens means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right

or other restriction.

Material Adverse Effect shall have the meaning assigned to such term in

Material Permits shall have the meaning ascribed to such term in

Per Share Purchase Price equals $6.00, subject to adjustment for reverse and

forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing.

Person means an individual or corporation, partnership, trust, incorporated or unincorporated association,

joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

Pharmaceutical Product shall have the meaning ascribed to such term in Section 3.1(ff).

Placement Agent means H.C. Wainwright & Co., LLC.

Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an

informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

Prospectus means the final base prospectus filed with respect to the Registration Statement.

Prospectus Supplement means the supplement to the Prospectus complying with Rule 424(b) of the Securities

Act that relates to the offering of the Securities and has been delivered by the Company to each Purchaser prior to the execution of this Agreement.

Registration Statement means the effective registration statement filed with the Commission on Form S-3 (File No. 333-210792) which registers the sale of the Shares to the Purchasers.

Required Approvals shall have the meaning ascribed to such term in Section 3.1(e).

Rule 144 means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be

amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

Rule 424 means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be

amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

SEC Reports shall have the meaning ascribed to such term in Section 3.1(h).

Securities means the Shares.

Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated

Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to

Short Sales means all short sales as defined in Rule 200 of Regulation SHO

under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

Subscription Amount means, as to each Purchaser, the aggregate amount to be paid for Shares purchased

hereunder as specified below such Purchaser s name on the signature page of this Agreement and next to the heading Subscription Amount, in United States dollars and in immediately available funds.

Subsidiary means any subsidiary of the Company as set forth on

Schedule 3.1(a), and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof but before the Closing Date.

Trading Day means a day on which the principal Trading Market is open for trading.

Trading Market means any of the following markets or exchanges on which the Common Stock is listed or quoted

for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

Transaction Documents means this Agreement and any other documents or agreements executed by the Company and

delivered to the Purchasers in connection with the transactions contemplated hereunder.

means Computershare Trust Company, N.A., the current transfer agent of the Company, with a mailing address of 330 N. Brand Blvd., Suite 701, Glendale, CA 91203, and any successor transfer agent of the Company.

2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein,

substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of

$[ ] of Shares. Each Purchaser s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for Delivery Versus Payment settlement

with the Company (as defined below). The Company shall deliver to each Purchaser its respective Shares, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2

deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of the Company or such other location as the parties shall mutually agree. Unless otherwise

directed by the Placement Agent, settlement of the Shares shall occur via Delivery Versus Payment (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers names and addresses and released

by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment

therefor shall be promptly made by the Placement Agent (or its clearing firm) by wire transfer to the Company on the Closing Date).

(a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each

Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) the Company shall have provided each Purchaser with

the Company s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;

(iii) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the

Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system ( DWAC ) Shares equal to such Purchaser s Subscription Amount divided by

the Per Share Purchase Price, registered in the name of such Purchaser;

(iv) the Prospectus and

Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); and

opinion of Company Counsel.

(b) On or prior to the Closing Date, each Purchaser shall deliver or

cause to be delivered to the Company the following:

(i) this Agreement duly executed by such

(ii) such Purchaser s Subscription Amount, which shall be made available for

Delivery Versus Payment settlement with the Company.

2.3 Closing Conditions.

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following