Common use of Exchange of the Existing Notes Clause in Contracts

Exchange of the Existing Notes. At the Closing (as defined herein), the Undersigned hereby agrees to cause the Holders to exchange and deliver to the Company the following aggregate principal amount of Existing Notes, and in exchange therefor the Company hereby agrees to issue or pay, as the case may be, to the Holders the consideration described below (such exchange, the “Exchange”): Aggregate principal amount of Existing Notes to be Exchanged: $18,690,000 (the “Exchanged Notes”) Closing Date Consideration Closing Date Share Payment: 4,017,857 shares of Common Stock Closing Date Cash Payment: $1,470,147.92 Aggregate principal amount of New Notes to be issued in the Exchange $5,000,000 Accrued Interest Consideration August 15 Interest Payment Consideration: $537,337.5 (payable in shares of Common Stock as calculated pursuant to the terms hereof) Additional Notes June Note $2,630,750 December Note $2,630,750 The closing of the Exchange (the “Closing”) shall occur on a date (the “Closing Date”) that is no later than five business days after the date of this Agreement; provided that the Closing shall take place concurrently with the consummation of those certain credit facilities to be provided under that certain Credit and Security Agreement, expected to be dated as of August 6, 2019, by and between the Company, MannKind LLC, the lenders party thereto and MidCap Financial Trust as administrative agent for such lenders (in such capacity, the “MidCap Agent”). At the Closing, (a) each Holder shall (i) deliver or cause to be delivered to the Company all right, title and interest in and to its Exchanged Notes (and no other consideration) free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Exchanged Notes free and clear of any Liens; and (ii) sign a subordination agreement with the MidCap Agent in the form of Exhibit B hereto, and (b) the Company shall: (i) pay to each Holder the cash amount set forth opposite such Holder’s name on Exhibit A; (ii) deliver to each Holder a Physical Note (as defined in the Indenture), registered in the name of such Holder or in such other name as such Holder shall request, in the aggregate principal amount of the New Notes set forth opposite such Holder’s name on Exhibit A hereto, duly executed by the Company and authenticated by the Trustee pursuant to the terms of the Indenture (or, if there are no Accounts, the Company shall deliver to the Undersigned, as the sole Holder, all of the New Notes); (iii) issue to each Holder a number of shares of Common Stock (the “Closing Date Shares”) equal to the number of shares set forth opposite such Holder’s name on Exhibit A hereto; (iv) issue and deliver to each Holder the June Note, substantially in the form of Exhibit D hereto; and (v) issue and deliver to each Holder the December Note, substantially in the form of Exhibit E hereto; provided, however, that the parties acknowledge that the delivery of the Closing Date Shares to the Holders may be delayed due to procedures and mechanics within the system of the Depository Trust Company or The NASDAQ Global Market or other events beyond the Company’s control and that such delay will not be a default under this Agreement so long as (i) the Company is using its commercially reasonable efforts to effect the issuance of the Common Stock, and (ii) such delay is no longer than five business days. Notwithstanding the foregoing, for the avoidance of doubt, as of the Closing, the Holder shall be deemed for all corporate purposes to have become the legal and record holder of Closing Date Shares without any further action by any party. In the event that any Closing Date Shares are not delivered on a timely basis in accordance herewith, the Holder shall have all available remedies available at law or in equity. For the avoidance of doubt, in the event of any delay in the Closing pursuant to the prior paragraph, the Holders shall not be required to deliver the Exchanged Notes until the Closing occurs. The cancellation of the Exchanged Notes shall be effected via physical delivery to the trustee under the Indenture pursuant to the instructions to be provided by the Company. The issuance of the New Shares (as defined below) shall be effected via DWAC (or other book-entry procedures) pursuant to the instructions to be provided by each Holder (in the case of the New Shares) after the execution of this Agreement. The delivery of New Notes shall be effected pursuant to the instructions to be provided by each Holder after the execution of this Agreement. The Company and each Holder shall provide such respective instructions to the Undersigned for settlement of the Exchange.

Exchange of the Existing Notes. At the Closing (as defined herein), the Undersigned hereby agrees to cause the Holders to exchange and deliver to the Company the following aggregate principal amount of Existing Notes, and in exchange therefor the Company hereby agrees to issue or pay, as the case may be, to the Holders the consideration aggregate Exchange Consideration, as described below (such exchange, the “Exchange”): below: Aggregate principal amount of Existing Notes to be Exchanged: $18,690,000 [ ] (the “Exchanged Notes”) Closing Date Exchange Consideration Closing Date Share Payment: 4,017,857 shares of Common Stock Closing Date Cash Payment: $1,470,147.92 Aggregate principal amount of New Notes to be issued in the Exchange $5,000,000 Accrued Interest Consideration August 15 Interest Payment ConsiderationNotes: $537,337.5 [ ] (payable the “Holders’ New Notes”) Aggregate amount of Exchange Cash: $[ ] For the avoidance of doubt, no cash payment will be made in shares respect of Common Stock as calculated pursuant accrued and unpaid interest in respect of the Holders’ Exchanged Notes from, and including, the most recent date on which interest thereon was paid, to the terms hereof) Additional Closing Date (as defined below), and interest will accrue on the New Notes June Note $2,630,750 December Note $2,630,750 from August 15, 2019. The closing of the Exchange (the “Closing”) shall occur on November 19, 2019, a date (the “Closing Date”) that is no later than five four business days after the date of this Agreement; provided that the Closing shall take place concurrently with the consummation of those certain credit facilities to be provided under that certain Credit and Security Agreement, expected to be dated as of August 6, 2019, by and between the Company, MannKind LLC, the lenders party thereto and MidCap Financial Trust as administrative agent for such lenders (in such capacity, the “MidCap Agent”). At the Closing, (a) each Holder shall (i) deliver or cause to be delivered to the Company all right, title and interest in and to its Exchanged Notes (and no other consideration) free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Exchanged Notes free and clear of any Liens; and (ii) sign a subordination agreement with the MidCap Agent in the form of Exhibit B hereto, and (b) the Company shall: (i) pay to each Holder the cash amount set forth opposite such Holder’s name on Exhibit A; (ii) shall deliver to each Holder a Physical Note (as defined in i) the Indenture), registered in the name of such Holder or in such other name as such Holder shall request, in the aggregate principal amount of the Holders’ New Notes set forth opposite such Holder’s name specified on Exhibit A hereto, duly executed by the Company and authenticated by the Trustee pursuant to the terms of the Indenture hereto (or, if there are no Accounts, the Company shall deliver to the Undersigned, as the sole Holder, all of the Holders’ New Notes); ) and (iiiii) issue to each Holder a number of shares of Common Stock (the “Closing Date Shares”) equal to the number of shares set forth opposite such Holder’s name Exchange Cash specified on Exhibit A hereto; hereto (iv) issue and or, if there are no Accounts, the Company shall deliver to each Holder the June NoteUndersigned, substantially in as the form of Exhibit D hereto; and (v) issue and deliver to each Holder sole Holder, the December Note, substantially in the form of Exhibit E heretoHolders’ Exchange Cash); provided, however, that the parties acknowledge that the Company may delay the delivery of the Closing Date Shares Holders’ New Notes to the Holders may be delayed Holder due to procedures and mechanics within the system of the Depository Trust Company or The NASDAQ Global Market the New York Stock Exchange (including the procedures and mechanics regarding the listing of the Conversion Shares (as defined below) on such exchange), or other events beyond the Company’s control and that such delay will not be a default under this Agreement so 1 long as (i) the Company is using its commercially reasonable best efforts to effect the issuance of one or more global notes representing the Common StockNew Notes, and (ii) such delay is no longer than five business days. Notwithstanding days after the foregoing, for the avoidance date of doubt, as of the Closing, the Holder shall be deemed for all corporate purposes to have become the legal and record holder of Closing Date Shares without any further action by any party. In the event that any Closing Date Shares are not delivered on a timely basis in accordance herewith, the Holder shall have all available remedies available at law or in equitythis Agreement. For the avoidance of doubt, (a) in the event of any delay in the Closing pursuant to the prior paragraph, sentence the Holders shall not be required to deliver the Exchanged Notes until the Closing occursoccurs and (b) the Company will not make any separate cash payment pursuant to this Agreement in respect of interest, if any, accrued and unpaid to the Closing Date for the Exchanged Notes. Instead, such amounts will be deemed to be paid by the exchange of the Exchanged Notes for the Holders’ Exchange Consideration. Simultaneously with or after the Closing, the Company may deliver Exchange Consideration, if any, to one or more other holders of outstanding Existing Notes or to other investors, subject to the terms of the Indenture. The cancellation of the Exchanged Notes and the delivery of the New Notes shall be effected via physical delivery to the trustee under the Indenture pursuant to the instructions to be provided by the Company. The issuance of the New Shares one-sided Deposit/Withdrawal at Custodian (as defined below) shall be effected via DWAC (or other book-entry proceduresDWAC) pursuant to the instructions to be provided by each Holder Xxxxxxxxxxx & Co. Inc. (in the case of the New Shares“OpCo”) after the execution of this Agreementpost-pricing. The delivery of New Notes shall be effected pursuant to the instructions to be provided by each Holder after the execution of this Agreement. The Company and each Holder OpCo shall provide such respective instructions to the Undersigned for settlement of the Exchange. All questions as to the form of all documents and the validity and acceptance of the Existing Notes and the New Notes will be determined by the Company, in its sole discretion, which determination shall be final and binding.

Exchange of the Existing Notes. At the Closing (as defined herein), the Undersigned hereby agrees to cause the Holders to exchange and deliver to the Company the following aggregate principal amount of Existing Notes, and in exchange therefor the Company hereby agrees to issue or pay, as the case may be, to the Holders the consideration aggregate Exchange Consideration, as described below (such exchange, the “Exchange”): below: Aggregate principal amount of Existing Notes to be Exchanged: $18,690,000 [●] (the “Exchanged Notes”) Closing Date Exchange Consideration Closing Date Share Payment: 4,017,857 shares of Common Stock Closing Date Cash Payment: $1,470,147.92 Aggregate principal amount of New Notes to be issued in the Exchange $5,000,000 Accrued Interest Consideration August 15 Interest Payment ConsiderationNotes: $537,337.5 [●] (payable in shares the “Holders’ New Notes”) Aggregate Applicable Interest Amount: $[●] (the “Holders’ Applicable Interest Amount”) Aggregate amount of Common Stock as calculated pursuant to Exchange Cash: $[●] (the terms hereof“Holders’ Exchange Cash”) Additional Interest will accrue on the New Notes from June Note $2,630,750 December Note $2,630,750 4, 2020. The closing of the Exchange (the “Closing”) shall occur on a date June 4, 2020 (the “Closing Date”) that is no later than five business days after the date of this Agreement; provided that the Closing shall take place concurrently with the consummation of those certain credit facilities to be provided under that certain Credit and Security Agreement, expected to be dated as of August 6, 2019, by and between the Company, MannKind LLC, the lenders party thereto and MidCap Financial Trust as administrative agent for such lenders (in such capacity, the “MidCap Agent”). At the Closing, (a) each Holder shall (i) deliver or cause to be delivered to the Company all right, title and interest in and to its Exchanged Notes (and no other consideration) free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Exchanged Notes free and clear of any Liens; and (ii) sign a subordination agreement with the MidCap Agent in the form of Exhibit B hereto, and (b) the Company shall: (i) pay to each Holder the cash amount set forth opposite such Holder’s name on Exhibit A; (ii) shall deliver to each Holder a Physical Note (as defined in i) the Indenture), registered in the name of such Holder or in such other name as such Holder shall request, in the aggregate principal amount of the New Notes set forth opposite such Holder’s name specified on Exhibit A hereto, duly executed by the Company and authenticated by the Trustee pursuant to the terms of the Indenture hereto (or, if there are no Accounts, the Company shall deliver to the Undersigned, as the sole Holder, all of the Holders’ New Notes); , (ii) the Applicable Interest Amount specified on Exhibit A hereto (or, if there are no Accounts, the Company shall deliver to the Undersigned, as the sole Holder, the Holders’ Applicable Interest Amount), and (iii) issue to each Holder a number of shares of Common Stock (the “Closing Date Shares”) equal to the number of shares set forth opposite such Holder’s name Exchange Cash specified on Exhibit A hereto; hereto (iv) issue and or, if there are no Accounts, the Company shall deliver to each Holder the June NoteUndersigned, substantially in as the form of Exhibit D hereto; and (v) issue and deliver to each Holder sole Holder, the December Note, substantially in the form of Exhibit E heretoHolders’ Exchange Cash); provided, however, that the parties acknowledge that the Company may delay the delivery of the Closing Date Shares New Notes to the Holders may be delayed due to procedures and mechanics within the system of the Depository Trust Company or The NASDAQ Global Market the New York Stock Exchange (including the procedures and mechanics regarding the listing of the Conversion Shares (as defined below) on such exchange), or other events beyond the Company’s control and that such delay will not be a default under this Agreement so long as (i) the Company is using its commercially reasonable best efforts to effect the issuance of one or more global notes representing the Common StockNew Notes, and (ii) such delay is no longer than five business days. Notwithstanding days after the foregoing, for the avoidance date of doubt, as of the Closing, the Holder shall be deemed for all corporate purposes to have become the legal and record holder of Closing Date Shares without any further action by any party. In the event that any Closing Date Shares are not delivered on a timely basis in accordance herewith, the Holder shall have all available remedies available at law or in equitythis Agreement. For the avoidance of doubt, in the event of any delay in the Closing pursuant to the prior paragraph, sentence the Holders shall not be required to deliver the Exchanged Notes until the Closing occurs. Simultaneously with or after the Closing, the Company may deliver Exchange Consideration, if any, to one or more other holders of outstanding Existing Notes or to other investors, subject to the terms of the Indenture. The cancellation of the Exchanged Notes and the delivery of the New Notes shall be effected via physical delivery to the trustee under the Indenture pursuant to the instructions to be provided by the Company. The issuance of the New Shares one-sided Deposit/Withdrawal at Custodian (as defined below) shall be effected via DWAC (or other book-entry proceduresDWAC) pursuant to the instructions to be provided by each Holder Xxxxxxxxxxx & Co. Inc. (in the case of the New Shares“OpCo”) after the execution of this Agreementpost-pricing. The delivery of New Notes shall be effected pursuant to the instructions to be provided by each Holder after the execution of this Agreement. The Company and each Holder OpCo shall provide such respective instructions to the Undersigned for settlement of the Exchange. All questions as to the form of all documents and the validity and acceptance of the Existing Notes and the New Notes will be determined by the Company, in its sole discretion, which determination shall be final and binding.

Exchange of the Existing Notes. At the Closing (as defined herein), the Undersigned hereby agrees to cause the Holders to exchange and deliver to the Company the following aggregate principal amount of Existing Notes, and in exchange therefor the Company hereby agrees to issue or pay, as the case may be, to the Holders the consideration aggregate Exchange Consideration, as described below (such exchange, the “Exchange”): below: Aggregate principal amount of Existing Notes to be Exchanged: $18,690,000 [●] (the “Exchanged Notes”) Closing Date Exchange Consideration Closing Date Share Payment: 4,017,857 shares of Common Stock Closing Date Cash Payment: $1,470,147.92 Aggregate principal amount of New Notes to be issued in the Exchange $5,000,000 Accrued Interest Consideration August 15 Interest Payment ConsiderationNotes: $537,337.5 [●] (payable in shares the “Holders’ New Notes”) Aggregate Applicable Interest Amount: $[●] (the “Holders’ Applicable Interest Amount”) Aggregate amount of Common Stock as calculated pursuant to Exchange Cash: $[●] (the terms hereof“Holders’ Exchange Cash”) Additional Interest will accrue on the New Notes from June Note $2,630,750 December Note $2,630,750 4, 2020. The closing of the Exchange (the “Closing”) shall occur on a date June 4, 2020 (the “Closing Date”) that is no later than five business days after the date of this Agreement; provided that the Closing shall take place concurrently with the consummation of those certain credit facilities to be provided under that certain Credit and Security Agreement, expected to be dated as of August 6, 2019, by and between the Company, MannKind LLC, the lenders party thereto and MidCap Financial Trust as administrative agent for such lenders (in such capacity, the “MidCap Agent”). At the Closing, (a) each Holder shall (i) deliver or cause to be delivered to the Company all right, title and interest in and to its Exchanged Notes (and no other consideration) free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Exchanged Notes free and clear of any Liens; and (ii) sign a subordination agreement with the MidCap Agent in the form of Exhibit B hereto, and (b) the Company shall: (i) pay to each Holder the cash amount set forth opposite such Holder’s name on Exhibit A; (ii) shall deliver to each Holder a Physical Note (as defined in i) the Indenture), registered in the name of such Holder or in such other name as such Holder shall request, in the aggregate principal amount of the New Notes set forth opposite such Holder’s name specified on Exhibit A hereto, duly executed by the Company and authenticated by the Trustee pursuant to the terms of the Indenture hereto (or, if there are no Accounts, the Company shall deliver to the Undersigned, as the sole Holder, all of the Holders’ New Notes); , (iiiii) issue to each Holder a number of shares of Common Stock (the “Closing Date Shares”) equal to the number of shares set forth opposite such Holder’s name Applicable Interest Amount specified on Exhibit A hereto; hereto (iv) issue and or, if there are no Accounts, the Company shall deliver to each Holder the June NoteUndersigned, substantially in as the form of Exhibit D hereto; sole Holder, the Holders’ Applicable Interest Amount), and (vii) issue and the Exchange Cash specified on Exhibit A hereto (or, if there are no Accounts, the Company shall deliver to each Holder the December NoteUndersigned, substantially in as the form of Exhibit E heretosole Holder, the Holders’ Exchange Cash); provided, however, that the parties acknowledge that the Company may delay the delivery of the Closing Date Shares New Notes to the Holders may be delayed due to procedures and mechanics within the system of the Depository Trust Company or The NASDAQ Global Market the New York Stock Exchange (including the procedures and mechanics regarding the listing of the Conversion Shares (as defined below) on such exchange), or other events beyond the Company’s control and that such delay will not be a default under this Agreement so long as (i) the Company is using its commercially reasonable best efforts to effect the issuance of one or more global notes representing the Common StockNew Notes, and (ii) such delay is no longer than five business days. Notwithstanding days after the foregoing, for the avoidance date of doubt, as of the Closing, the Holder shall be deemed for all corporate purposes to have become the legal and record holder of Closing Date Shares without any further action by any party. In the event that any Closing Date Shares are not delivered on a timely basis in accordance herewith, the Holder shall have all available remedies available at law or in equitythis Agreement. For the avoidance of doubt, in the event of any delay in the Closing pursuant to the prior paragraph, sentence the Holders shall not be required to deliver the Exchanged Notes until the Closing occurs. Simultaneously with or after the Closing, the Company may deliver Exchange Consideration, if any, to one or more other holders of outstanding Existing Notes or to other investors, subject to the terms of the Indenture. The cancellation of the Exchanged Notes and the delivery of the New Notes shall be effected via physical delivery to the trustee under the Indenture pursuant to the instructions to be provided by the Company. The issuance of the New Shares one-sided Deposit/Withdrawal at Custodian (as defined below) shall be effected via DWAC (or other book-entry proceduresDWAC) pursuant to the instructions to be provided by each Holder Xxxxxxxxxxx & Co. Inc. (in the case of the New Shares“OpCo”) after the execution of this Agreementpost-pricing. The delivery of New Notes shall be effected pursuant to the instructions to be provided by each Holder after the execution of this Agreement. The Company and each Holder OpCo shall provide such respective instructions to the Undersigned for settlement of the Exchange. All questions as to the form of all documents and the validity and acceptance of the Existing Notes and the New Notes will be determined by the Company, in its sole discretion, which determination shall be final and binding.