AVEANNA HEALTHCARE HOLDINGS INC.
SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Amendment”), effective as of November 13, 2025 (the “Effective Date”), is made by and among (i) Aveanna Healthcare Holdings Inc., a Delaware corporation (the “Company”), (ii) BCPE Eagle Investor, LP (“Bain Sponsor”), (iii) (a) J.H. Whitney VII, L.P., (b) PSA Healthcare Investment Holding LLC and (c) PSA Iliad Holdings LLC (clauses (a), (b) and (c) together, “Whitney Sponsors”) (each, individually, a “Party” and together, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
RECITALS
WHEREAS, the Company and certain Stockholders entered into that certain Amended and Restated Stockholders Agreement, dated May 3, 2021 (as amended from time to time, the “Agreement”);
WHEREAS, Section 11(a) of the Agreement provides that the provisions of the Agreement may be amended, modified or waived only with the prior written consent of each Sponsor holding at least 1% of the outstanding shares of voting Company Capital Stock on a fully-diluted basis (each, a “Consenting Sponsor”); and
WHEREAS, Bain Sponsor and Whitney Sponsors, being the only Consenting Sponsors as of the Effective Date, and the Company desire to amend the Agreement as set forth herein pursuant to Section 11(a) of the Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises contained in this Amendment, and other good and valuable consideration, and intending to be legally bound thereby, the Parties hereby agree as follows:
a.Section 1 of the Agreement is hereby amended to delete the definition of “Coordination Committee”.
b.Section 3(a)(i) of the Agreement is hereby deleted and replaced in its entirety with the following:
(i) Public Transfers. Any Stockholder may, subject to the terms of the Registration Rights Agreement, sell, transfer, assign, pledge or otherwise directly or indirectly dispose of, whether with or without consideration and whether voluntarily or involuntarily or by operation of law (“Transfer” or, if used as a noun, a “Transfer”) any or all of such Stockholder’s Stockholder Shares without the consent of any other Person in a Public Sale; provided, that (x) in the case of an Other Stockholder, such Other Stockholder may only Transfer to the extent such Transfer would not result in the Relative Ownership Percentage of such Other Stockholder immediately following such Transfer being less than the Relative Ownership Percentage of the Sponsors immediately following such Transfer and (y) if, due to this Agreement, the Registration Rights Agreement or any other agreement, any Stockholders are deemed to constitute a single group for purposes of Rule 144 during any volume limit measurement period thereunder, such Stockholders will not be permitted to Transfer pursuant to Rule 144 during such measurement period more than their pro rata portion (determined, as of the commencement of such measurement period, as the percentage equal to (1) such Stockholder’s aggregate number of Stockholder Shares divided by (2) the applicable Stockholders’ aggregate number of Stockholder Shares) of
the aggregate number of Stockholder Shares that may be Transferred by such Stockholders within the constraints of such volume limit during such measurement period; provided, further, that the Other Stockholders listed on Annex A hereto shall not be subject to the Transfer restrictions described in the foregoing clause; provided, further, that in the case of an Executive listed on Annex B hereto, such Executive may only Transfer Stockholder Shares to the extent that (x) such Transfer is pre-approved by the Compensation Committee of the Board and (y) the Transfer would not result in the Executive listed on Annex B being in non-compliance with the Company’s Stock Ownership Guidelines, as in effect on the date of the Transfer. Notwithstanding the foregoing or anything to the contrary in this Agreement, an Executive listed on Annex B shall be permitted to complete any Transfers (x) in connection with “sell to cover” or similar open market transactions to satisfy any exercise price or tax withholding obligations as a result of the exercise, vesting and/or settlement of the Company equity awards (including options and restricted stock units) that are held by such Executive and issued under the Company’s stock incentive plan or other equity award plan (such equity awards, the “Equity Awards”) and (y) to the Company in connection with the vesting, settlement or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including any Transfer to the Company for the payment of exercise price, tax withholdings or remittance payments due as a result of the vesting, settlement or exercise of such restricted stock units, options, warrants or other rights, or in connection with the conversion of convertible securities, in all such cases pursuant to Equity Awards granted under a stock incentive plan or other equity award plan, or pursuant to the terms of convertible securities. For the purposes of this Section 3(a)(i), “Relative Ownership Percentage” shall mean (A) with respect to the Stockholder Shares held by an Other Stockholder, a fraction (expressed as a percentage) (i) the numerator of which is the number of Stockholder Shares owned by such Other Stockholder immediately following the effective time of a Transfer and (ii) the denominator of which is the aggregate number of Stockholder Shares owned by such Other Stockholder at the time of the consummation of the IPO and (B) with respect to the Stockholder Shares held by the Sponsors, a fraction (expressed as a percentage) (i) the numerator of which is the aggregate number of Stockholder Shares owned by all of the Sponsors immediately following the effective time of such Transfer and (ii) the denominator of which is the aggregate number of Stockholder Shares owned by all of the Sponsors at the time of the consummation of the IPO.
c.Section 3(a)(ii) of the Agreement is hereby deleted and replaced in its entirety with the following:
(ii) Cooperation. In connection with a proposed Transfer of Stockholder Shares by a Sponsor, the Company will provide, and will cause its controlled Affiliates to provide, such cooperation as may be reasonably requested by such Sponsor in connection with the prospective purchaser’s due diligence investigation of the Company and its controlled Affiliates, including providing such proposed purchaser with reasonable access to the material contracts, properties, books and records of the Company and its controlled Affiliates and reasonable access to management on reasonable notice, subject to any such prospective purchaser entering into a customary confidentiality agreement in favor of the Company.
d.Section 8 of the Agreement is hereby deleted and replaced in its entirety with the following:
Section 8. [Reserved].
2.Ratification of Binding Provisions. All other paragraphs, provisions, and clauses in the Agreement not modified by this Amendment shall remain in full force and effect as originally written.
3.Electronic Delivery; Counterparts. This Amendment, to the extent signed and delivered by electronic transmission showing the signature of a Party, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person by such Party. At the request of any Party hereto, each other Party hereto shall re-execute original forms thereof and deliver them to all other Parties. No Party hereto shall raise the use of electronic transmission to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through electronic means as a defense to the formation or enforceability of a contract and each such Party forever waives any such defense. This Amendment may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the Effective Date.
AVEANNA HEALTHCARE HOLDINGS INC.
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By: |
/s/ Jeffrey Shaner |
Name: |
Jeffrey Shaner |
Title: |
Chief Executive Officer |
BCPE EAGLE INVESTOR, LP
By: BCPE Eagle GP, LLC
Its: General Partner
By: Bain Capital Fund XI, L.P.
Its: Member
By: Bain Capital Partners XI, L.P.
Its: General Partner
By: Bain Capital Investors, LLC
Its: General Partner
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By: |
/s/ Devin O'Reilly |
Name: |
Devin O’Reilly |
Title: |
Authorized Signatory |
J.H. WHITNEY VII, L.P.
By: J.H. WHITNEY EQUITY PARTNERS VII, LLC
Its: General Partner
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By: |
/s/ Robert Williams |
Name: |
Robert Williams |
Title: |
Authorized Signatory |
PSA HEALTHCARE INVESTMENT HOLDING LLC
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By: |
/s/ Robert Williams |
Name: |
Robert Williams |
Title: |
Authorized Signatory |
PSA ILIAD HOLDINGS LLC
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By: |
/s/ Robert Williams |
Name: |
Robert Williams |
Title: |
Authorized Signatory |
Annex A
Other Stockholders Excluded from All Transfer Restrictions
Shane Brinkerhoff
Michael Young
Matthew Haglund
Patrick Cunningham
Rachel Witt
Chandra Burns
James Elkington
Neal McDowell
Victor Lira
Mike Muncy
Jim Melancon
Becky Hobson
Rocky Gonzalez
Patrick Gauthier
Dave Afshar
Shannon Drake
Richard Zoretic
Sheldon Retchin
Victor Ganzi
Erica Schwartz
Steve Rodgers
Brent Layton
Melissa Jean Akail
Melissa Wildermuth Akali
Austin J. Albury
Jaun M. Andrus
Anthony P. Angelo
Paula Marie Arnold
Jonathan Beckler
Veronica L. Benson
Joseph D. Bettini
Crystal Blackshear
Jeffrey Blair
Nataly Blair
Leanna Bryant
Eduardo Bueno
Aaron Burris
Diana Bustos
Sidney Ha Cananea
Erin Carrell
Monica Castillo
Chassie L. Chairs
Danielle Chattin
Amanda Cifuentes
Leah Clark
Andrew P. Clinton
Jennifer Jean Combs
Elizabeth Kowalczyk
Carsa Kruppenbach
LaThanya Lancaster
Regina Loraine Lane
Robin Lee
Christina Lizaola-Barela
Lisa Gentilella Loesser
Sasha Miranda Loffio
Adam L. Marconi
Eileen P. Martin
Kevin Mcbride
Toni-Ann McSharry
Annette Felicia Michael
Daniella Marie Millan-Portillo
David Kenneth Milton
Richard Montgomery
Alma Morales
Wesley Moss
Chomba Mwenya
Koushan Noorbehesht
Klacie Joanne Norris
Victoria Oliveira-Stewart
Erik Ollestad
Laurie Otis
Tracy L. Parker
David Pearce
Mary Peck
Gino Pici
Renee Pina
Adrienne Pyle
Julian Ramos
Reynaldo Ramos
Kelly S Reppart
Mario Reyna
Sarah E. Roberts
Shelley Stockman Roberts
Kristina Rodriguez
Mary Rummelhart
Stephanie Russell
Stephanie Schlenger
Paul Seugling
Colleen K. Shade
Joseph Sharp
Danal Slay
Blake Smith
Kyle Joseph Smith
Kate M. Speer
Meredith Spencer
Peyton K. Stephens
Nathan Stitley
Martin Stoleroff