AVEANNA HEALTHCARE HOLDINGS INC. SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Exhibit 10.1
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 (“▇▇▇▇ Sponsor”), (iii) (a) ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇, 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, ▇▇▇▇ 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:
(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.
(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.
Section 8. [Reserved].
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IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the Effective Date.
AVEANNA HEALTHCARE HOLDINGS INC.
By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
Title: |
Chief Executive Officer |
[Signature Page to Amendment to Amended and Restated Stockholders Agreement]
BCPE EAGLE INVESTOR, LP
By: BCPE Eagle GP, LLC
Its: General Partner
By: ▇▇▇▇ Capital Fund XI, L.P.
Its: Member
By: ▇▇▇▇ Capital Partners XI, L.P.
Its: General Partner
By: ▇▇▇▇ Capital Investors, LLC
Its: General Partner
By: |
/s/ ▇▇▇▇▇ ▇'▇▇▇▇▇▇ |
Name: |
▇▇▇▇▇ ▇’▇▇▇▇▇▇ |
Title: |
Authorized Signatory |
[Signature Page to Amendment to Amended and Restated Stockholders Agreement]
▇.▇. ▇▇▇▇▇▇▇ ▇▇▇, L.P.
By: ▇.▇. ▇▇▇▇▇▇▇ EQUITY PARTNERS VII, LLC
Its: General Partner
By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
Title: |
Authorized Signatory |
PSA HEALTHCARE INVESTMENT HOLDING LLC
By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
Title: |
Authorized Signatory |
PSA ILIAD HOLDINGS LLC
By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
Title: |
Authorized Signatory |
[Signature Page to Amendment to Amended and Restated Stockholders Agreement]
Annex A
Other Stockholders Excluded from All Transfer Restrictions
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Annex B
Executives
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