CURO GROUP HOLDINGS CORP. AMENDMENT TO INVESTOR RIGHTS AGREEMENT May 14, 2018

Exhibit 4.3

Execution Version

CURO GROUP HOLDINGS CORP.

AMENDMENT TO INVESTOR RIGHTS AGREEMENT

May 14, 2018

Reference is made to that certain Amended and Restated Investor Rights Agreement, dated as of dated as of the 11th day of December, 2017 (the “Investor Rights Agreement”) among (i) CURO Group Holdings Corp. (the “Company”), (ii) Xxxxxxxx Xxxxxxxxx & Xxxx Capital Partners II, L.P., FFL Executive Partners II, L.P. and FFL Parallel Fund II, L.P. (collectively, the “FFL Entities”), (iii) Xxxxxxxx Xxxxxxxx (“Xxxxxxxx”) (iv) the Xxxxxxxx, Xxxxxxxx 2014 GRAT (the “Xxxxxxxx XXXX”) (v) Exempt Family Trust c/u Xxxxxxxx X. Xxxxxxxx 2017 Dynasty Trust (the “X. Xxxxxxxx Trust”) (vi) Exempt Family Trust c/u/ Xxxx X. Xxxxxxxx 2017 Dynasty Trust (together with Xxxxxxxx, the Xxxxxxxx XXXX and the X. Xxxxxxxx Trust, the “Xxxxxxxx Parties”), (vii) Xxxxxx Holdings, LLC (“Xxxxxx”), (v) XxXxxxxx Holdings, LLC (“XxXxxxxx”), (viii) Xxxxx Xxxxxxxx (“Xxxxxxxx”), (ix) Xxxx Xxxxx (“Xxxxx”), (x) Xxxx Xxxxxx (“Xxxxxx”) and (xi) the X.X. Xxxxxx Family Trust (the “Trust” and, together with the FFL Entities, the Xxxxxxxx Parties, Rippel, McKnight, Xxxxxxxx, Xxxxx and Xxxxxx, the “Holders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Investor Rights Agreement.

Pursuant to Section 2 of the Investor Rights Agreement, the Holders possess certain registration rights including with respect to demanding the Registration of the resale of Registrable Securities pursuant to Section 2.01 thereof.

Notwithstanding anything to the contrary set forth in the Investor Rights Agreement, the Holders and the Company hereby agree, including for purposes of Section 3.05 of the Investor Rights Agreement, that (i) the Company shall file with the SEC a registration statement on Form S-1 to register the resale by certain Holders of Registered Securities in a Long-Form Registration (the “Secondary Offering”), such Secondary Offering shall constitute a Demand Registration and such registration statement shall constitute a Demand Registration Statement, each Holder shall constitute a Demand Party with respect to such Demand Registration and this Agreement shall constitute a Demand Notice, (ii) the amounts set forth set forth next to each Holder’s name on Exhibit A shall constitute such Holder’s request for such amounts of Registrable Securities to be registered in the Secondary Offering, (iii) a majority of the Holders have determined that the Demand Registration in respect thereof shall be in the form of an Underwritten Offering, (iv) a majority of the Holders have designated Xxxxxxx Xxxx & Xxxxxxxxx LLP and Xxxxx Xxxxxxxx LLP to serve as legal counsel and accounting firm, respectively, pursuant to Section 2.08 of the Investor Rights Agreement and (v) all notices due to any of the Holders or the Company with respect to the Secondary Offering under the Investor Rights Agreement are hereby waived.

Except as expressly stated herein, this amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, covenants, obligations or agreements contained in the Investor Rights Agreement. This amendment shall be governed by, and construed and interpreted in accordance with, the law of the State of Delaware, without giving effect to principles of conflicts of law.

[Remainder of Page Left Blank Intentionally]

IN WITNESS WHEREOF, the parties have executed this Amendment to the Amended and Restated Investor Rights Agreement as of the date first written above.

CURO GROUP HOLDINGS CORP.
By:		/s/ Xxx Xxxxxxxx
		Name:		Xxx Xxxxxxxx
		Title:		President and Chief Executive Officer

[Signature Page to Amended and Restated Investors Rights Agreement Amendment]

IN WITNESS WHEREOF, the parties have executed this Amendment to the Amended and Restated Investor Rights Agreement as of the date first written above.

XXXXXXXX HOLDINGS, LLC
By:		/s/ Xxxx XxXxxxxx
		Name: Xxxx XxXxxxxx
		Title:   Member
XXXXXXXX, XXXXXXXX 2014 GRAT
By:		/s/ Xxxxxxxx Xxxxxxxx
		Name: Xxxxxxxx Xxxxxxxx
		Title:   Advisor
XXXXXX HOLDINGS, LLC
By:		/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title:   Member
X.X. XXXXXX FAMILY TRUST
By:		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title:   Trustee

[Signature Page to Amended and Restated Investors Rights Agreement Amendment]

IN WITNESS WHEREOF, the parties have executed this Amendment to the Amended and Restated Investor Rights Agreement as of the date first written above.

/s/ Xxxxx Xxxxxxxx

Xxxxx Xxxxxxxx

/s/ Xxxxxxx Xxxxxx

Xxxxxxx Xxxxxx

/s/ Xxxx Xxxxx

Xxxx Xxxxx

/s/ Xxxxxxxx Xxxxxxxx

Xxxxxxxx Xxxxxxxx

[Signature Page to Amended and Restated Investors Rights Agreement Amendment]

IN WITNESS WHEREOF, the parties have executed this Amendment to the Amended and Restated Investor Rights Agreement as of the date first written above.

XXXXXXXX XXXXXXXXX & XXXX CAPITAL
		PARTNERS II, L.P.
		by: Xxxxxxxx Xxxxxxxxx & Xxxx XX II, L.P., its general partner by: Xxxxxxxx Xxxxxxxxx & Xxxx XX II, LLC, its general partner
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title:   Managing Director

[Signature Page to Amended and Restated Investors Rights Agreement Amendment]

IN WITNESS WHEREOF, the parties have executed this Amendment to the Amended and Restated Investor Rights Agreement as of the date first written above.

FFL PARALLEL FUND II, L.P.
		by: Xxxxxxxx Xxxxxxxxx & Xxxx XX II, L.P., its general partner by: Xxxxxxxx Xxxxxxxxx & Xxxx XX II, LLC, its general partner
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title:   Managing Director

[Signature Page to Amended and Restated Investors Rights Agreement Amendment]

IN WITNESS WHEREOF, the parties have executed this Amendment to the Amended and Restated Investor Rights Agreement as of the date first written above.

XXXXXXXX XXXXXXXXX & XXXX
		EXECUTIVE PARTNERS II, L.P.
		by: Xxxxxxxx Xxxxxxxxx & Xxxx XX II, L.P., its general partner by: Xxxxxxxx Xxxxxxxxx & Xxxx XX II, LLC, its general partner
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title:   Managing Director

[Signature Page to Amended and Restated Investors Rights Agreement Amendment]

IN WITNESS WHEREOF, the parties have executed this Amendment to the Amended and Restated Investor Rights Agreement as of the date first written above.

EXEMPT FAMILY TRUST C/U XXXXXXXX X.
		XXXXXXXX 2017 DYNASTY
By:		/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title:   Trustee
EXEMPT FAMILY TRUST C/U/ XXXX X.
		XXXXXXXX 2017 DYNASTY TRUST
By:		/s/ Xxxxxxxx Xxxxxxxx
		Name: Xxxxxxxx Xxxxxxxx
		Title:   Trustee

[Signature Page to Amended and Restated Investors Rights Agreement Amendment]

EXHIBIT A

Name		Base				Shoe
Xxxxxxxx Xxxxxxxxx & Xxxx Capital Partners II, L.P.,			3,310,009				709,813
FFL Executive Partners II, L.P.			63,506				13,618
FFL Parallel Fund II, L.P.			123,896				26,569
Exempt Family Trust c/u Xxxxxxxx X. Xxxxxxxx 2017 Dynasty Trust			250,001
Exempt Family Trust c/u Xxxx X. Xxxxxxxx 2017 Dynasty Trust			250,001
XxXxxxxx Holdings, LLC			500,000
Xxxxx Xxxxxxxx			31,996
Xxxx Xxxxx			45,968
Xxxx Xxxxxx			224,623
Xxxxx Xxxxx (not a Holder)			100,000
Xxxxx Xxxxxx (not a Holder)			100,000