First Amendment to Stockholders Agreement, dated as of April 18, 2018, by and among Aveanna Healthcare Holdings Inc. and certain investors

Exhibit 4.4

AVEANNA HEALTHCARE HOLDINGS INC.

FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT

THIS FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT is made as of April 18, 2018 (this “Amendment”), by and among (i) Aveanna Healthcare Holdings Inc., a Delaware corporation f/k/a BCPE Eagle Holdings Inc. (the “Company”) and (ii) each of the undersigned Sponsors party hereto (the “Undersigned Sponsors”).

WHEREAS, each of the parties hereto are party to that certain Stockholders Agreement (the “Agreement”) dated March 16, 2017, by and among (i) the Company, (ii) each of the Sponsors party thereto, (iii) each of the Executives and (iv) each of the Other Investors. Except as otherwise specified herein, all capitalized terms used herein shall have the definitions used in the Agreement.

WHEREAS, pursuant to Section 18(b) of the Agreement, except as otherwise provided therein, the provisions of the Agreement may be amended 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; provided that no such amendment that by its terms would materially and adversely affect a holder or group of holders of Stockholder Shares in a manner materially different than any other holder or group of holders of Stockholder Shares shall be effective against such holder or group of holders of Stockholder Shares without the consent of the holders of a majority of the Stockholder Shares that are held by the group of holders that is materially and adversely affected thereby.

WHEREAS, the Undersigned Sponsors constitute each Sponsor holding at least 1% of the outstanding shares of voting Company Capital Stock on a fully-diluted basis.

WHEREAS, the consent of the other holders of Stockholder Shares is not required to approve the amendments to the Agreement set forth herein.

NOW THEREFORE, in consideration of the mutual covenants herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

“3 directors designated by the Whitney Sponsors, of which one (the “Whitney VII VCOC Director”) will be an employee of the Whitney Sponsors or their Affiliates and designated by J.H. Whitney VII, L.P. (“Whitney VII”), who shall be initially Robert Williams, one (the “Whitney Employee/Designee Director”) will be an employee or other designee of the Whitney Sponsors or their Affiliates and designated by Whitney VII, who shall be initially Steven Rodgers, and one (the “Whitney Independent Director”) will be an independent director designated by the Whitney Sponsors, who shall be initially Sheldon Retchin (collectively with their respective successors as Whitney VII and the Whitney Sponsors, as applicable, may appoint from time to time in accordance with the terms and conditions of this Agreement, the “Whitney Directors”);”

The reference in Section 2(a)(ix) to “employee director,” shall be deleted and replaced with “employee or employee/designee director, as applicable,”.

*  *  *  *  *

IN WITNESS WHEREOF, the parties have executed this First Amendment to Stockholders Agreement as of the date first written above

[Signature Page to First Amendment to Stockholders Agreement]

[Signature Page to First Amendment to Stockholders Agreement]

[Signature Page to First Amendment to Stockholders Agreement]

[Signature Page to First Amendment to Stockholders Agreement]

[Signature Page to First Amendment to Stockholders Agreement]

[Signature Page to First Amendment to Stockholders Agreement]