MANNKIND CORPORATION AND WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 24, 2010 5.75% Convertible Senior Notes due 2015Indenture • August 24th, 2010 • Mannkind Corp • Pharmaceutical preparations • New York
INDENTURE dated as of August 24, 2010 between MannKind Corporation, a Delaware corporation, as issuer (the “Company”) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
MANNKIND CORPORATION (A Delaware corporation) 9,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 24th, 2010 • Mannkind Corp • Pharmaceutical preparations • New York
MannKind Corporation, a Delaware corporation (the “Company”), subject to the terms and conditions stated herein and pursuant to the Share Lending Agreement (the “Share Lending Agreement”), dated August 18, 2010, between the Company and Bank of America, N.A. (the “Borrower”), proposes to issue and lend to the Borrower, an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as a share loan pursuant to and upon the terms of the Share Lending Agreement, 9,000,000 shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”). The aforesaid shares of Common Stock are herein called, collectively, the “Securities.” The Borrower will transfer, or delegate the right to receive (in accordance with the Share Lending Agreement), the borrowed Securities to Merrill Lynch, which will sell the borrowed Securities to the public as an underwriter (the “Underwriter”).
MANNKIND CORPORATION (A Delaware corporation) Convertible Senior Notes PURCHASE AGREEMENTPurchase Agreement • August 24th, 2010 • Mannkind Corp • Pharmaceutical preparations • New York
MannKind Corporation, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers,” which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $100,000,000 aggregate principal amount of the Company’s Convertible Senior Notes (the “Initial Securities”) and (ii) the grant by the Company to the Initial Purchasers, acting severally and not jointly, of the option to purchase all or any part of an additional $10,000,000 aggregate principal amount of its Convertible Senior Notes (the
SHARE LENDING AGREEMENT Dated as of August 18, 2010 Among MANNKIND CORPORATION (“Lender”), and BANK OF AMERICA, N.A. (“Borrower”).Share Lending Agreement • August 24th, 2010 • Mannkind Corp • Pharmaceutical preparations • New York
This Share Lending Agreement (this “Agreement”) sets forth the terms and conditions under which Borrower may borrow from Lender shares of Lender’s Common Stock.
