FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • November 4th, 2022 • New Mountain Finance Corp
[ ] (the “Undersigned”), for itself and on behalf of the accounts listed on Exhibit A hereto (the “Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is acquiring Purchased Notes (as defined below) hereunder, a “Purchaser”), enters into this Private Placement Purchase Agreement (this “Agreement”) with New Mountain Finance Corporation, a Delaware corporation (the “Company”), on October 27, 2022, whereby the Purchasers will purchase (the “Purchase”) the Company’s new 7.50% Convertible Notes due 2025 (the “Convertible Notes”), that will be issued pursuant to the provisions of an indenture dated as of August 20, 2018 (the “Base Indenture”), as amended by the Third Supplemental Indenture to be dated as of the Closing Date (as defined below) (the “Third Supplemental Indenture” and together with the Base Indenture, the “Indenture”) in the form of Exhibit B hereto by and between the Company and U.S. Bank Trust Company,
