STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this Agreement ) is entered into as of November , 2015 by and between MannKind Corporation, a public corporation incorporated in Delaware, U.S.A (the Company ) and

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this Agreement ) is entered into as of November , 2015 by and between

MannKind Corporation, a public corporation incorporated in Delaware, U.S.A (the Company ) and the undersigned identified on the signature page attached hereto ( Purchaser ).

1.1 Purchase and Sale of Shares. Purchaser hereby irrevocably agrees to purchase from the Company, and the

Company irrevocably agrees to sell to Purchaser pursuant to the Registration Statement (as defined below) a number of common shares, $0.01 par value each, ( Shares ) that Purchaser is required to hold upon the Company s common stock

entering the following TASE Indexes: TA-75, TA-100, TA-Composite, TA-Biomed, TA-BlueTech, TA-Tech Elite, or such lesser number as provided in Section 1.2 below, at a price per Share equal to ninety-seven percent (97%) of the closing

price of the Shares on the Tel Aviv Stock Exchange ( TASE ) on November 12, 2015, that is the TASE trading day immediately preceding the first day on which the Company s common stock enters the TASE Indexes (the Price Per

1.2 Adjustment to Number of Shares Sold. Purchaser shall provide the Company and Sunrise

Securities Corp., the exclusive placement agent (the Placement Agent ), with the exact number of Shares to be purchased in accordance with Purchaser s obligation in Section 1.1. above by November 11, 2015, at 6:00 p.m.,

Israel time, and the Company will then notify Purchaser by November 12, 2015, at 12:00 p.m., Israel time, whether the Company accepts all or part of the share subscription in accordance with Section 1.2(b) below (the Share

Amount ). The number of Shares that Purchaser shall purchase under this Agreement may be subject to reduction as provided in this Section.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to the Company the following:

3.1 Organization. Purchaser, if not a natural person, is either a corporation, limited liability company, partnership, trust or other

entity duly organized, validly existing and in good standing under the laws of the state or other jurisdiction in which it is incorporated or otherwise organized.

3.2 Authority; Enforceability. Purchaser has the power and authority to execute and

deliver this Agreement and to perform all of its obligations under this Agreement. This Agreement has been duly authorized and executed by Purchaser and is the valid and binding agreement of Purchaser enforceable in accordance with its terms,

subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) general principles of equity..

3.3 No Conflict. The execution and delivery of this Agreement, and consummation of the transactions contemplated hereunder, including

the purchase of the Shares, by Purchaser do not and will not violate any provisions of (i) any rule, regulation, statute, or law applicable to Purchaser or (ii) the terms of any order, writ, or decree of any court or judicial or regulatory

authority or body by which Purchaser is bound, or (iii) the articles of incorporation, bylaws, or similar charter or governing documents of Purchaser.

3.4 Classified Investor. The Purchaser hereby declares that it is not a Classified Investor as defined by the Israeli

3.5 No Short Sales. Purchaser has not, nor has any person or entity acting on behalf of or pursuant to any

understanding, agreement, or arrangement with Purchaser, directly or indirectly executed any short sale, as defined in SEC Rule SHO, of the common stock of the Company since June 30, 2015.

3.6 Place of Business or Residence. Purchaser represents and warrants that Purchaser s principal place of business or residence is

as set forth on the signature page of this Agreement.

3.7 Access to Information. Purchaser acknowledges having the opportunity to

review the Registration Statement (including the prospectus contained therein) and, the Prospectus Supplement , including the opportunity to review the documents and information incorporated by reference therein (including the Company s Form

10-Q for the quarter ended September 30, 2015), prior to entering into this Agreement. Purchaser, in connection with its decision to enter into this Agreement, relied only upon the representations and warranties of the Company contained herein.

Place of Closing. The consummation of the entire purchase and sale of the Shares (the Closing ) shall take place on the date (the Closing Date ) which shall be no later than the third Business Day after November 11,

2015, on which the TASE announces the number of the Company s common shares required for the Indexes (the Index Calculation Date ), and in any event no later than November 15, 2015, at 09:30 a.m., Israel time, but in the event

that the Evaluated Purchase Price divided by PPS represents the exact or more than the Share Amount- the Closing shall take place no later than November 13, 2015. The Closing shall occur at the principal office of the Company or at such other

place as the parties may agree. A Business Day shall be any day on which the banks in New York are not required or permitted to close.

4.2 Escrow Agent. Union Bank Trust Co. Ltd. will be appointed by the parties as the Escrow Agent (the Escrow Agent )

in order to complete the transaction herein. The Company and Purchaser shall enter into an Escrow Agreement with the Escrow Agent for such purpose, a copy of which is attached as Exhibit A. The Escrow Agent shall hold cash consideration from

Purchaser for the Shares in escrow and release such cash consideration to the Company and to the Placement Agent in accordance with the terms and conditions of the Escrow Agreement, as follows:

(a) At the close of the Index Calculation Date on TASE, that is November 11, 2015, and no later than November 12, 2015 at

12:00 p.m. Israel time, Purchaser shall deliver to the trust bank account to be established in the name of the escrow by wire transfer an amount in New Israeli Shekels (NIS) in immediately available funds that is equal to the Share Amount multiplied

by the a price per share that is 110% of the TASE closing Share price on November 11, 2015 (the Evaluated Purchase Price ).

(b) The Escrow Agent shall immediately notify the Company, the Placement Agent and the Purchaser in writing of receipt of the Evaluated

Purchase Price from Purchaser (the Written Notification ).

(c) At the close of the trading day on TASE on

November 12, 2015, the Placement Agent will notify the Parties and the Escrow Agent of the PPS and the final purchase price, that is equal to the Share Amount multiplied by the PPS (the Final Purchase Price ). The Parties hereby

waive and release the Placement Agent from any claims regarding the PPS and the calculation of the Final Purchase Price.

soon as practical following the receipt of a Written Notification and PPS, and no later than November 12, 2015, if such Written Notification was received prior to or on November 12, 2015, the Company shall transfer an amount of Shares to

Purchaser that is equal to the Evaluated Purchase Price divided by the PPS and rounded down to the nearest whole share, but no more than the Share Amount. Immediately following such transfer, the Shares will be available

for pick up by Purchaser and no later than November 13, 2015. It is hereby clarified, that in accordance with Section 2.2 to this Agreement, the Company shall not issue shares unless

the shares have been fully paid by Purchaser, and the Company received a Written Notification.

(e) After the Company has

transferred the amount of Shares in Section 4.2(d) directly to an account designated by the Purchaser as provided in Section 4.3(b) and the Company has delivered a confirmation of such transfer from the Company s transfer agent and

the Purchaser confirmed the Escrow Agent of the receipt of shares, the Escrow Agent will release the Evaluated Purchase Price to the Company and to the Placement Agent in accordance with the Escrow Agreement.

(f) In the event the Evaluated Purchase Price delivered by Purchaser is higher than the Final Purchase Price, the Escrow Agent shall

return the difference to the Purchaser within 3 business days of such deposit. In the event the Evaluated Purchase Price is lower than the Final Purchase Price, Purchaser shall deliver the difference no later than on November 13, 2015 at 10:00

a.m., Israel time, to the trust bank account to be established in the name of the escrow by wire transfer in New Israeli Shekels (NIS) in immediately available funds. As soon as practical following the receipt of a written notification from the

Escrow Agent regarding the receipt of the Final Purchase Price, and no later than November 13, 2015 at 5:00 p.m. Eastern time, the Company shall transfer an amount of Shares to Purchaser that is equal to the difference, but in any event no more

than the Share Amount. Immediately following such transfer, the Shares will be available for pick up by Purchaser.

Company has transferred an amount of Shares in Section 4.2(f) directly to an account designated by the Purchaser as provided in Section 4.3 and the Company has delivered a confirmation of such transfer from the Company s Transfer

Agent, the Escrow Agent will release the difference between the Final Purchase Price and the Evaluated Purchase Price to the Company and to the Placement Agent in accordance with the Escrow Agreement.

(h) Expense Reimbursement. All fees and expenses payable to the Escrow Agent under the Escrow Agreement shall be borne by the

Company, except for indemnification payments should any arise, which shall be paid in accordance with the Escrow Agreement.

Deliver of Shares By the Company.

The Shares purchased by Purchaser shall be delivered electronically via The Depository Trust Company

Deposit/Withdrawal at Custodian system ( DWAC ) to an account designated by Purchaser. No later than November 10, 2015, Purchaser shall provide the Company with the DWAC identification and number of the account to which the Shares

will be transferred and a properly completed Form W-8-BEN. Confirmation from Computershare Shareowner Services (the Transfer Agent ) and registrar of the Shares that the Shares purchased by Purchaser have been issued as provided by this

paragraph shall be sufficient evidence that the Shares have been issued to Purchaser and that the Escrow Agent may release the Purchase Price to the Company and the Placement Agent.

4.4 Conditions of the Company s Obligation to Close. The obligation of the Company to

sell the Shares to Purchaser on the Closing Date is conditioned upon the following:

(a) Payment and Delivery. The

Company s receipt of the entire cash consideration for all of the Shares being sold to Purchaser.

(b) Representations and

Warranties. The representations and warranties made by Purchaser in ARTICLE 3 of this Agreement shall be true and correct in all material respects when made and on the Closing Date; provided, that any representation and warranty that it is

itself qualified by a materiality standard shall be true and correct in all respects.

(c) Performance of Covenants. Purchaser

shall have fully performed all covenants and agreements required to be performed by Purchaser on or before the Closing Date.

Nasdaq Global Market Approval. If applicable, the Nasdaq Global Market shall have approved the Company s additional listing application for the Shares to be sold to Purchaser.

(e) TASE Approval. The TASE shall have approved the Company s application to list the Shares on the TASE.

(f) No Shareholder Vote Required. Under the rules and regulations of the Nasdaq Global Market, the issue and sale of the Shares to

Purchaser and the other Sophisticated Investors shall not require approval by a vote or consent of the Company sstockholders.

Conditions of Purchaser s Obligation to Close. The obligation of Purchaser to purchase the Shares from the Company on theClosing Date is conditioned upon the following:

(a) Delivery. Purchaser s receipt of the items required to be delivered by the Company under Section 4.2 above.

(b) Representations and Warranties. The representations and warranties made by the Company in ARTICLE 2 of this Agreement shall

be true and correct in all material respects when made and on the Closing Date, unless made as of a specific date in which case they shall be accurate as of such date; provided, that any representation and warranty that it is itself qualified by a

materiality standard shall be true and correct in all respects.

(c) Performance. The Company shall have performed and

complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing Date.

(d) Bankruptcy; Insolvency. The Company shall not be subject to (i) any order

for relief, or subject to any pending proceeding for reorganization or liquidation, under the United States Bankruptcy Code, as amended, or under any other law pertaining to insolvency of the Company or creditor s rights generally,

(ii) any appointment of a receiver for the Company or any of its assets, or (iii) any plan or action of dissolution or liquidation of the Company or its business.

(e) Listing. The Company s common stock shall remain listed for trading on the Nasdaq Global Market and TASE, and such

listings and trading shall not have been suspended, nor shall suspension by the SEC or the Nasdaq Global Market or TASE have been threatened, as of the Closing Date, in writing by the SEC, the Nasdaq Global Market, or the TASE.

(f) Inclusion in Indexes. The Company s Shares shall be included in one or more of the Indexes.

5.1 Further Assurances. Each party will execute, acknowledge, and deliver such additional certificates and documents

and will take such additional actions as the other party may reasonably request on or after a Closing Date to effect, complete or perfect the issue and sale of the Shares to Purchaser.

5.2 Purchasers Market Activity. Purchaser agrees that Purchaser shall not, prior to the completion of the purchase and sale of

the Shares on the Closing Date, engage in any short sale (as defined in SEC Rule SHO) of the Company s common stock, directly or through or in arrangement with and any entity in control of, or under common control with Purchaser. Purchaser

covenants and agrees that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to a press release, Purchaser will maintain the confidentiality of the existence and terms of this Agreement.

5.3 Public Disclosure by the Company. The Company may issue one or more press releases and file one or more Current Reports on

Form 8-K under the Exchange Act describing the terms of the transactions contemplated by this Agreement, in the form required by the Exchange Act and attaching this Agreement as an exhibit to such filing. The Purchaser name will not be mentioned in

the above said press releases.