Form of Underwriting Agreement] New Mountain Finance Corporation Common Stock, $0.01 par value per shareUnderwriting Agreement • June 18th, 2013 • New Mountain Finance Holdings, L.L.C. • New York
New Mountain Finance Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 2,000,000 shares of Common Stock, $0.01 par value per share (“Stock”) of the Company, and New Mountain Finance AIV Holdings Corporation (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 4,000,000 shares of Stock of the Company (collectively, the “Firm Shares”). In addition, the Selling Stockholder proposes to sell, at the election of the Underwriters, up to an additional 900,000 shares of Stock of the Company (the “Optional Shares”). The Firm Shares and the Optional Shares are herein referred to collectively as the “Shares.”
