MANNKIND CORPORATION AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 6, 2019 5.75% Convertible Senior Subordinated Exchange Notes Due 2024Indenture • August 7th, 2019 • Mannkind Corp • Pharmaceutical preparations • New York
INDENTURE dated as of August 6, 2019 between MannKind Corporation, a Delaware corporation, as issuer (the “Company”) and U.S. Bank National Association, as trustee, a national banking association organized under the laws of the United States of America (the “Trustee”).
CREDIT AND SECURITY AGREEMENT dated as of August 6, 2019 by and among MANNKIND CORPORATION, MANNKIND LLC, each as a Borrower and any additional borrower that hereafter becomes party hereto, and MIDCAP FINANCIAL TRUST, as Agent and as a Lender, and THE...Credit and Security Agreement • August 7th, 2019 • Mannkind Corp • Pharmaceutical preparations • New York
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of August 6, 2019 (the “Closing Date”) by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust (“MidCap”), as administrative agent, the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), MANNKIND CORPORATION, a Delaware corporation (“MannKind”), MANNKIND LLC, a Delaware limited liability company (“MannKind LLC”) and the other entities from time to time party to this Agreement as borrowers (collectively in the singular, “Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
EXCHANGE AGREEMENTExchange Agreement • August 7th, 2019 • Mannkind Corp • Pharmaceutical preparations • New York
This EXCHANGE AGREEMENT (this “Agreement”) dated as of August 6, 2019 (the “Closing Date”), is by and among MannKind Corporation, a Delaware corporation (the “Borrower”), MannKind LLC, a Delaware limited liability company (“Guarantor” and together with the Borrower, collectively, the “Obligors”), Deerfield Private Design Fund II, L.P. (“DPDF”) and Deerfield Private Design International II, L.P. (“DPDI” and, together with DPDF, the “Purchasers”). Capitalized terms used herein which are defined in the Facility Agreement (as defined below), unless otherwise defined herein, shall have the meanings ascribed to them in the Facility Agreement.
EXCHANGE AGREEMENTExchange Agreement • August 7th, 2019 • Mannkind Corp • Pharmaceutical preparations
Bruce Fund, Inc. (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (this “Agreement”) with MannKind Corporation (the “Company”) on August 6, 2019 whereby the Holders will exchange the Company’s 5.75% Convertible Senior Subordinated Exchange Notes due 2021 (the “Existing Notes”) for (i) the cash amount as specified below payable on the Closing Date (as defined below) (the “Closing Date Cash Payment”), (ii) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) to be issued as of the Closing Date (the “Closing Date Share Payment”), (iii) the Company’s new 5.75% Convertible Senior Subordinated Exchange Notes due 2024 (the “New Notes”) that will be issued pursuant to the provisions of an I
FIFTH AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • August 7th, 2019 • Mannkind Corp • Pharmaceutical preparations
This fifth amendment (“Fifth Amendment”) to the Supply Agreement by and between MannKind Corporation (“MannKind”) and Amphastar Pharmaceuticals, Inc. (“Amphastar”), originally dated July 31, 2014 and as previously amended on October 31, 2014 (“First Amendment”), November 9, 2016 (“Second Amendment”), April 11, 2018 (“Third Amendment”), and December 24, 2018 (“Fourth Amendment”) (collectively, the “Agreement”), is hereby made as of the 2nd day of August, 2019, by and between MannKind on the one hand, and on the other hand, Amphastar.
EXCHANGE AGREEMENTExchange Agreement • August 7th, 2019 • Mannkind Corp • Pharmaceutical preparations
The Mann Group LLC (the “Holder”), enters into this Exchange Agreement (this “Agreement”) with MannKind Corporation (the “Company”) on August 5, 2019 whereby the Holder will exchange that certain Amended and Restated Promissory Note, dated as of March 11, 2018, issued by the Company to the Holder in a principal amount of $71,505,500 (the “Existing Note”) for (i) the cash amount as specified below payable on the Closing Date (the “Closing Date Cash Payment”), (ii) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) to be issued as of the Closing Date as specified below (the “Closing Date Shares”), (iii) a new convertible promissory note issued by the Company to the Holder in the principal amount of $35,000,000 (the “New Convertible Note”) to be dated as of the Closing Date, and (iv) a new non-convertible promissory note issued by the Company to the Holder in the principal amount of $35,050,750 (the “New Non-Convertible Note,” and together with the New Co
ContractMannkind Corp • August 7th, 2019 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW, OR SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION CAN BE MADE IN COMPLIANCE WITH RULE 144 OF THE ACT, OR IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
