Exhibit 4.3


 


AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDMENT TO REGISTRATION
RIGHTS AGREEMENT, dated as of June 30, 2021 (this “Amendment”)
is entered into among (a) TELUS International (Cda) Inc. (the “Corporation”), (b) TELUS Communications Inc.,
TELUS International Holding Inc., 1276431 B.C. Ltd., 1276433 B.C. Ltd., 1276435 B.C. Ltd. and 1276436 B.C. Ltd. (collectively, “TELUS”),
(c) Riel B.V (“Baring”), (d) TI Investments GmbH (“Legat”) and Ulf Herbrechter (“Herbrechter”
and, together with Legat, the “Shareholders” and each a “Shareholder”) and (e) Jeffrey Puritt
(“Puritt”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such
terms in the registration rights agreement (the “Registration Rights Agreement”), dated February 5, 2021, entered
into among the Corporation, TELUS and Baring.


 


WHEREAS, the Corporation, TELUS and Baring have
agreed to provide certain rights to the Shareholders to participate in any Demand Registration to sell Shares owned by the Shareholders
as of the date hereof, subject to the terms and conditions set forth in the Registration Rights Agreement as amended by the Amendment
as set forth herein.


 


AND WHEREAS, the Corporation, TELUS and Baring
have agreed to provide certain rights to Puritt to participate in any Demand Registration to sell certain Shares Puritt is permitted to
sell pursuant to an agreement, dated as April 4, 2021, among Puritt, the Corporation and TELUS (the “Puritt Agreement”),
subject to the terms and conditions set forth in the Registration Rights Agreement as amended by the Amendment as set forth herein.


 


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


 


Section 1.
Incorporation of Provisions. Sections 1.3 through and including 1.8 of the Registration Rights Agreement are incorporated fully
and made a part of this Amendment.


 


Section 2.
Amendments to Registration Rights Agreement. The Registration Rights Agreement is hereby amended as follows:


 


		(a)	Parties. The Shareholders and Puritt shall be parties to the Registration Rights Agreement and deemed to be “Holders”
as such term is defined in the Registration Rights Agreement, subject to terms of the Amendment.



 


		(b)	Definitions. The following definitions included in Section 1.1 of the Registration Rights
Agreement is hereby amended by amending and restating the definitions as follows:



 


“Public Offering”
means an underwritten public offering and sale of Shares for cash pursuant to (i) a Canadian Preliminary Prospectus and a Canadian
Prospectus, and/or (ii) an effective Registration Statement under the Securities Act, and includes a Bought Deal.


 






     


     


    

 


“Registrable
Securities” means Shares held by any Person party to this Agreement as of the date of this Agreement, including any
amendment thereto, and Shares issued or issuable with respect to any Shares held by any Person party to this Agreement as of the
date of this Agreement, including any amendment thereto, by way of a share dividend or share split or in connection with a
combination of shares, recapitalization, merger, consolidation or reorganization or otherwise. As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when (i) they have been distributed to the public pursuant
to a registration or have been otherwise sold or transferred by any Holder, as applicable, except to any Permitted Holder in
accordance with Article 7, or (ii) they may be sold pursuant to Rule 144 under the Securities Act without restriction
on the basis of volume limitations; provided that the Shares held by the Shareholders as of the date of the Registration Rights
Agreement shall be considered Registrable Securities whether or not such Shares can be sold pursuant to Rule 144 and will not
exceed 5,624,059 Shares, in the case of Legat, and 896,468 Shares, in the case of Herbrechter; provided further that the Shares held
by Puritt that will be considered Registrable Securities will not exceed 2,721,295 Shares as provided in the Puritt Agreement. For
greater clarity, Multiple Voting Shares must be converted to Shares before such Shares can become Registrable Securities.


 


		(c)	Demand Registration. Section 2.1 of the Registration Rights Agreement is hereby amended and
restated as follows:



 


Subject to Section 2.4, at any time and
from time, a Holder of Registrable Securities (other than a Shareholder or Puritt) may, by written notice to the Corporation,
request that the Corporation effect a Public Offering of Registrable Securities expected to result in gross sale proceeds of at
least $50,000,000 (a “Demand Registration”). All requests made pursuant to this Section 2.1 will specify the
aggregate number or amount of Registrable Securities to be registered at such Initiating Holder’s request, the intended
methods of disposition thereof, and, subject to Section 2.4, the jurisdiction in which such registration is requested (being
the United States and any province or territory of Canada). Subject to Section 2.4, the Corporation will use its commercially
reasonable efforts to effect such registration of the Registrable Securities in the jurisdiction in which the Corporation has been
so requested to register. The Corporation may include in any such Demand Registration other securities of the Corporation for sale
for its own account or for the account of any holder of its securities other than pursuant to this Article 2 (including
Registrable Securities of the Shareholders, Puritt, subject to the limitations under the Puritt Agreement, and Pre-IPO Holders),
subject to Section 4.3; provided that if Puritt ceases to be an employee of the Corporation due to resignation, retirement or
termination for cause by the Corporation, the rights of Puritt to participate in a Demand Registration shall terminate.


 


Any Demand Registration by Baring can only be requested after Baring
has fully complied with the TELUS ROFR.


 


Any Holder that has requested its Registrable
Securities be included in a Demand Registration pursuant to Section 2.1 (including any Initiating Holder) may withdraw all or
any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the
execution of the underwriting agreement related to such Demand Registration. Upon receipt of a notice to such effect from an
Initiating Holder (or if there is more than one Initiating Holder, from all such Initiating Holders) with respect to all of the
Registrable Securities included by such Initiating Holder(s) in such Demand Registration, the Corporation shall cease all
efforts to secure effectiveness of the applicable Registration Statement.


 






     


     


    

 


		(d)	Underwriter’s Cutback. Section 4.3 of the Registration Rights Agreement is hereby amended
and restated as follows:



 


Notwithstanding any other provision of this
Agreement, if a registration involves an Underwritten Offering and the managing underwriter or underwriters of such proposed
Underwritten Offering advises the Corporation and Holders that have requested inclusion in such Underwritten Offering that in its
opinion the number of securities requested to be included in such registration would adversely affect the price, timing or
distribution of the securities offered, then the Corporation may limit the number of Registrable Securities to be included in the
Canadian Prospectus or Registration Statement, as applicable, for such Underwritten Offering. The number of securities that are
entitled to be included in the registration and underwriting will be allocated in the following manner:


 


		(1)	if the Underwritten Offering is the result of a Demand Registration, (i) first, securities of the Corporation, other than
Registrable Securities, requested to be included in such registration by shareholders (including Pre-IPO Holders, other than the Shareholders
and Puritt) will be excluded, (ii) second, securities which the Corporation is proposing to issue from treasury will be excluded,
(iii) third and subject in all cases to clause (iv) of this subsection 4.3(1), (a) if the Initiating Holder is Baring
and the Demand Registration is requested on or after May 16, 2021, the Registrable Securities held by Baring to be included in such
registration shall not be excluded unless all the Registrable Securities held by TELUS requested to be included in such registration are
first entirely excluded, or (b) if the Initiating Holder is Baring and the Demand Registration is requested before May 16, 2021
and is not made in the circumstances set forth in (a), Registrable Securities requested to be included in such registration by the Holders
will be excluded, allocated among such Holders in inverse proportion to their respective Proportionate Interest (i.e., if Baring’s
Proportionate Interest is 33.34% and TELUS’ Proportionate Interest is 66.66%, Baring will be subject to a
proportional exclusion of 33.34% of its applicable Registrable Securities and TELUS will be subject to a proportional exclusion of
66.66% of its applicable Registrable Securities), (iv) fourth, subject to Section 2.1 and the Puritt Agreement, the
number of Registrable Securities held by Puritt and requested by Puritt to be included in a Demand Registration will be included;
provided that (A) Puritt will not be permitted to request that Shares be included in any Demand Registration prior to
February 3, 2022 and (B) Puritt shall be permitted to include no more than 544,259 Shares in any Demand Registration prior
to February 3, 2023, no more than 1,632,777 Shares in any Demand Registration prior to February 3 2024 (less any Shares
subject to the Puritt Agreement that have already been sold by Puritt in any manner) and no more than 2,721,295 Shares in any Demand
Registration on or after February 3, 2024 (less any Shares subject to the Puritt Agreement that have already been sold by
Puritt in any manner), subject to an aggregate of 2,721,295 Shares permitted to be included in all Demand Registrations or other
registrations or underwritings of Shares by the Corporation and (v) fifth, subject to Section 2.1, the number of
Registrable Securities held by a Shareholder and requested by such Shareholder to be included in the Demand Registration will be
included; provided that, (A) Legat and Herbrechter shall be permitted to include no more than 2,812,029 Shares and 448,229
Shares, respectively, in each of the first two registrations and underwritings of Shares by the Corporation, whether pursuant to a
Demand Registration or other registration contemplated by Section 4.3(b)(2) and (B) Legat and Herbrechter, together,
shall be permitted to include up to 10% of the total number of Shares included in any subsequent registrations and underwritings of
Shares by the Corporation on a pro rata basis, based on aggregate number of Shares held by each Shareholder at the time of such
subsequent registration and underwriting of Shares by the Corporation, subject, in the case of Legat, to an aggregate of 5,624,059
Shares and, in the case of Herbrechter, to an aggregate of 896,458 Shares to be included in all Demand Registrations or other
registrations or underwritings of Shares by the Corporation;



 






     


     


    

 


		(2)	otherwise, the number of securities that are entitled to be included in the registration and
                                                                 underwriting will be allocated in the following manner: (i) first, securities of the Corporation, other than Registrable
                                                                 Securities, requested to be included in such registration by shareholders (including Pre-IPO Holders, other than the Shareholders
                                                                 and Puritt) will be excluded, (ii) second, Registrable Securities requested to be included in such registration by the
                                                                 Holders (other than the Shareholders and Puritt) will be excluded, allocated among such Holders in inverse proportion to their
                                                                 respective Proportionate Interest (i.e., if Baring’s Proportionate Interest is 33.34% and TELUS’ Proportionate Interest
                                                                 is 66.66%, Baring will be subject to a proportional exclusion of 33.34% of its applicable Registrable Securities and TELUS will be
                                                                 subject to a proportional exclusion of 66.66% of its applicable Registrable Securities), (iii) third, securities which
                                                                 the Corporation is proposing to issue from treasury will be excluded, (iv) (iv) fourth, subject to Section 2.1
                                                                 and the Puritt Agreement, the number of Registrable Securities held by Puritt and requested by Puritt to be included in a Demand
                                                                 Registration will be included; provided that (A) Puritt will not be permitted to request that Shares be included in any Demand
                                                                 Registration prior to February 3, 2022 and (B) Puritt shall be permitted to include no more than 544,259 Shares in any
                                                                 Demand Registration prior to February 3, 2023, no more than 1,632,777 Shares in any Demand Registration prior to
                                                                 February 3 2024 (less any Shares subject to the Puritt Agreement that have already been sold by Puritt in any manner) and no
                                                                 more than 2,721,295 Shares in any Demand Registration on or after February 3, 2024 (less any Shares subject to the Puritt
                                                                 Agreement that have already been sold by Puritt in any manner), subject to an aggregate of 2,721,295 Shares permitted to be included
                                                                 in all Demand Registrations or other registrations or underwritings of Shares by the Corporation and (v) fifth, subject
                                                                 to Section 2.1, the number of Registrable Securities held by a Shareholder and requested by such Shareholder to be
                                                                 included will be included; provided that (A) Legat and Herbrechter shall be permitted to include to no more than 2,812,029
                                                                 Shares and 448,229 Shares, respectively, in each of the first two registrations and underwritings of Shares by the Corporation,
                                                                 whether pursuant to a Demand Registration or other registration contemplated by this clause and (B) Legat and Herbrechter,
                                                                 together, shall be permitted to include up to 10% of the total number of Shares included in any subsequent registrations and
                                                                 underwritings of Shares by the Corporation on a pro rata basis, based on aggregate number of Shares held by each Shareholder at the
                                                                 time of such subsequent registration and underwriting of Shares by the Corporation, subject, in the case of Legat, to an aggregate
                                                                 of 5,624,059 Shares and, in the case of Herbrechter, to an aggregate of 896,458 Shares to be included in all Demand Registrations
                                                                 or other registrations or underwritings of Shares by the Corporation.



 






     


     


    

 


Section 3.         Further
Assurances.


 


Each Party shall provide such further documents
or instruments required by any other Party as may be necessary or desirable to effect the purpose of this Amendment and carry out its
provisions.


 


Section 4.         Amendments
and Waiver.


 


This Amendment (and the Registration Rights Agreement)
may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the
Corporation, TELUS and Baring for so long as such Holders hold Registrable Securities. In addition, each Party hereto may waive any right
hereunder by an instrument in writing signed by such Party. Each such amendment, modification, extension, termination and waiver shall
be binding upon each Holder.


 


Section 5.         Entire
Agreement.


 


This Amendment, along with
the Registration Rights Agreement, constitute the entire agreement between the Parties (and including the Shareholders Agreement
with respect to the Corporation, TELUS and Baring) with respect to the matters contemplated by this Amendment and supersedes all
prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties related to such matters.
There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or
otherwise, between the Parties in connection with the subject matter of this Amendment, except as specifically set forth in this
Amendment (and Registration Rights Agreement and, with respect to the Corporation, TELUS and Baring, and the Shareholders’
Agreement). The Parties have not relied and are not relying on any other information, discussion or understanding in entering into
this Amendment.


 


Section 6.         Severability.


 


If any provision of this Amendment is determined
to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken,
that provision will be severed from this Amendment and the remaining provisions will remain in full force and effect.


 






     


     


    

 


Section 7.         Governing
Law.


 


		(1)	This Amendment is governed by, and will be interpreted and construed in accordance with, the Laws of the Province of British Columbia
and the federal Laws of Canada applicable therein.



 


		(2)	Each Party irrevocably attorns and submits to the exclusive jurisdiction of the British Columbia courts
situated in the City of Vancouver, and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient
forum.



 


Section 8.         Remedies


 


The Parties hereto shall have all remedies available
at law, in equity or otherwise in the event of any breach or threatened breach or violation of this Amendment or any default hereunder
by a party. The Parties acknowledge and agree that any breach of this Amendment shall cause the other non-breaching Parties irreparable
harm, and that in addition to any other remedies which may be available, each of the Parties hereto will be entitled, without the posting
of bond, to specific performance of the obligations of the other Parties hereto and, in addition, to such other equitable or injunctive
remedies (including preliminary or temporary relief or injunctions) as may be appropriate in the circumstances.


 


Section 9.         Counterparts


 


This Amendment may be executed in any number of
counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission
of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of
this Amendment.


 


[signature pages follow]


 






     


     


    

 


IN WITNESS WHEREOF the Parties have executed this Amendment.


 


	 	TELUS COMMUNICATIONS INC.
	 	 
	 	By:	/s/ Doug French
	 	Name:	Doug French
	 	Title:	Chief Financial Officer
	 	 
		TELUS INTERNATIONAL HOLDING INC.
	 	 
	 	By:	/s/ Doug French
	 	Name:	Doug French
	 	Title:	President and Chief Financial Officer
	 	 
	 	1276431 B.C. LTD.
	 	 
	 	By:	/s/ Doug French
	 	Name:	Doug French
	 	Title:	President and Chief Financial Officer
	 	 
	 	1276433 B.C. LTD.
	 	 
	 	By:	/s/ Doug French
	 	Name:	Doug French
	 	Title:	President and Chief Financial Officer
	 	 
	 	1276435 B.C. LTD.
	 	 
	 	By:	/s/ Doug French
	 	Name:	Doug French
	 	Title:	President and Chief Financial Officer
	 	 
	 	1276436 B.C. LTD.
	 	 
	 	By:	/s/ Doug French
	 	Name:	Doug French
	 	Title:	President and Chief Financial Officer



 


[Signature Page to Amendment to Registration Rights
Agreement]


 






     


     


    

 


	 	Gerard Jan van Spall and Christiaan Mol,

 as proxyholder A and proxyholder B on behalf of
	 	 
	 	RIEL B.V.
	 	 
	 	By:	/s/ Vistra Management Services (Netherlands) B.V.
	 	Name:	Vistra Management Services (Netherlands) B.V.
	 	Title:	Director A
	 	 
	 	By:	/s/ Gerard Jan van Spall
	 	Name:	Gerard Jan van Spall
	 	Title:	Director B
	 	 
	 	TELUS INTERNATIONAL (CDA) INC.
	 	 
	 	By:	/s/ Michel Belec
	 	Name:	Michel Belec
	 	Title:	Senior Vice President, Chief Legal Officer and Corporate Secretary
	 	 
	 	TI INVESTMENTS GmbH 
	 	 
	 	By:	/s/ Christian Legat
	 	Name:	Christian Legat
	 	Title:	 
	 	 
	 	ULF HERBRECHTER
	 	 
	 	/s/ ULF Herbrechter
	 	 
	 	JEFFREY PURITT
	 	 
	 	/s/ Jeffrey  Puritt



 


[Signature Page to Amendment to Registration Rights Agreement]