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 April 5, 2018, 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 second (2nd) 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.

Exempt Issuance means the issuance of

(a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of

the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange

of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been

amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the

term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as restricted

securities (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.3 herein, and provided that any such

issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the

Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in

FCPA means the Foreign Corrupt Practices Act of 1977, as amended.

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

Intellectual Property Rights shall have the meaning ascribed to such term in

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 Section 3.1(b).

Material Permits shall have the meaning ascribed to such term in

Per Share Purchase Price equals $2.00, 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, the Warrants and the Warrant 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, the Warrants and the Warrant 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 and Warrants

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 American, 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, the Warrants and any other documents or agreements executed by

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

Agent 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.

Warrants means, collectively, the Common Stock purchase

warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable six (6) months following date of issuance and have a term of exercise equal to six (6) months following

date of initial exercisability, in the form of Exhibit A attached hereto.

Warrant Shares means

the shares of Common Stock issuable upon exercise of the Warrants.

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 $28,000,000 of Shares and Warrants. 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 and a Warrant, 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;