Exhibit 4.4


 


CURO GROUP
HOLDINGS CORP.


 


SECOND AMENDMENT
TO INVESTOR RIGHTS AGREEMENT


 


April 16, 2019


  


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) Freidman Fleischer
& Lowe Capital Partners II, L.P., FFL Executive Partners II, L.P. and FFL Parallel Fund II, L.P. (collectively, the “FFL
Entities”), (iii) Chadwick Faulkner (“Faulkner”), (iv) the Faulkner, Chadwick 2014 GRAT (the “Faulkner
GRAT”), (v) Exempt Family Trust c/u Chadwick H. Faulkner 2017 Dynasty Trust (the “C. Faulkner Trust”),
(vi) Exempt Family Trust c/u/ Leah M. Faulkner 2017 Dynasty Trust (together with Faulkner, the Faulkner GRAT and the C. Faulkner
Trust, the “Faulkner Parties”), (vii) Rippel Holdings, LLC (“Rippel”), (viii) McKnight Holdings,
LLC (“McKnight”), (ix) James Ackerman (“Ackerman”), (x) Nick Adams (“Adams”),
(xi) Matt Miller (“Miller”) and (xii) the J.P. Genova Family Trust (the “Trust” and, together
with the FFL Entities, the Faulkner Parties, Rippel, McKnight, Ackerman, Adams and Miller, the “Holders”), as
further amended by that certain Amendment to Investor Rights Agreement on May 14, 2018. 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-3
to register the resale from time to time by certain Holders of Registered Securities in a Short-Form Registration (the “Shelf
Registration”), such Shelf Registration 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 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 Shelf Registration,
(iii) a majority of the Holders have designated Willkie Farr & Gallagher LLP and Grant Thornton 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 Shelf Registration 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 Second Amendment to the Amended and Restated Investor Rights Agreement as of the date first written above.


 


 


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




 





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


 






     


     


    

 


	 	MCKNIGHT HOLDINGS, LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Mike McKnight	 
	 	 	Name:	Mike McKnight	 
	 	 	Title:	Member	 
	 	 	 	 	 
	 	 	 	 	 
	 	FAULKNER, CHADWICK 2014 GRAT	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Chadwick Faulkner	 
	 	 	Name:	Chadwick Faulkner	 
	 	 	Title:	Advisor	 
	 	 	 	 	 
	 	 	 	 	 
	 	RIPPEL HOLDINGS, LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Doug Rippel	 
	 	 	Name:	Doug Rippel	 
	 	 	Title:	Member	
	 	 	 	 	 
	 	 	 	 	 
	 	J.P. GENOVA FAMILY TRUST	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Joseph Genova	 
	 	 	Name:	Joseph Genova	 
	 	 	Title:	Trustee	 




 





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


  



     


     


    




 


 


	 	/s/ James Ackerman	 
	 	James Ackerman	 


 


 


	 	/s/ Matthew Miller	 
	 	Matthew Miller	 


 


 


	 	/s/ Nick Adams	 
	 	Nick Adams	 


 


 


	 	/s/ Chadwick Faulkner	 
	 	Chadwick Faulkner	 



  





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


 



     


     


    

 


	 	FRIEDMAN FLEISCHER & LOWE EXECUTIVE 

PARTNERS II, L.P.
	 	by: Friedman Fleischer & Lowe GP II, L.P.,	 
	 	its general partner	 
	 	by: Friedman Fleischer & Lowe GP II, LLC,	 
	 	its general partner	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	By:	/s/ Rajat Duggal	 
	 	 	 	Name:	Rajat Duggal	 
	 	 	 	Title:	Managing Director	 




 


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


 




     


     


    

 


	 	FFL PARALLEL FUND II, L.P.	 
	 	by: Friedman Fleischer & Lowe GP II, L.P.,	 
	 	its general partner	 
	 	by: Friedman Fleischer & Lowe GP II, LLC,	 
	 	its general partner	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Rajat Duggal	 
	 	 	Name:	Rajat Duggal	 
	 	 	Title:	Managing Director	 




 





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


 






     


     


    

 





	 	FRIEDMAN FLEISCHER & LOWE CAPITAL 

PARTNERS II, L.P.	 
	 	by: Friedman Fleischer & Lowe GP II, L.P.,	 
	 	its general partner	 
	 	by: Friedman Fleischer & Lowe GP II, LLC,	 
	 	its general partner	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Rajat Duggal	 
	 	 	Name:	Rajat Duggal	 
	 	 	Title:	Managing Director	 


 


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


 




     


     


    

 


	 	EXEMPT FAMILY TRUST C/U CHADWICK H.

 FAULKNER 2017 DYNASTY	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Leah Faulkner	 
	 	 	Name:	Leah Faulkner	 
	 	 	Title:	Trustee	 
	 	 	 	 	 
	 	 	 	 	 
	 	EXEMPT FAMILY TRUST C/U/ LEAH M. 

FAULKNER 2017 DYNASTY TRUST	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Chadwick Faulkner	 
	 	 	Name:	Chadwick Faulkner	 
	 	 	Title:	Trustee	 




 


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


 




     


     


    

  


The undersigned has executed this amendment as of the date first
set forth above.


 




	IF AN INDIVIDUAL:	 	IF AN ENTITY:	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By: 	 	 	 	 	 
	 	(duly authorized signature)	 		(please print complete name of entity)	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Name:	 	 	By: 	 	 
	 	(please print full name)	 		(duly authorized signature)	 
	 	 	 	 	 	 
	 	 	 	 	 	 
		 		Name: 	 	 
	 	 	 		(please print full name)	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Address: 	 	 	Address:	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 




 


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


 




     


     


    

 


EXHIBIT A


 


	Name	Base
	Freidman Fleischer & Lowe Capital Partners II, L.P.,	8,671,443
	FFL Executive Partners II, L.P.	166,371
	FFL Parallel Fund II, L.P.	324,578
	James Ackerman	287,972
	Nick Adams	274,000
	Matt Miller	1,272,869
	Rippel Holdings, LLC	6,883,524
	McKnight Holdings, LLC	6,383,524
	Exempt Family Trust c/u Leah M. Faulkner 2017 Dynasty Trust	3,191,779
	Exempt Family Trust c/u Chadwick H. Faulkner 2017 Dynasty Trust	3,191,743
	J.P. Genova Family Trust	1,894,752