“Beneficial Owner” or “beneficial owner” (including, with correlative meanings, theterms “beneficial ownership” and “beneficially owns”) has the meaning attributed to it in Rules13d-3 and 13d-5 under the Exchange Act, whether or not applicable, except that in addition, theprovisions of Section 2.3 of this Agreement will apply in calculating the beneficial ownership ofMembership Units by KRH or a Permitted Transferee.     “Certificate of Incorporation” means that certain Amended and Restated Certificate ofIncorporation of RHI Inc., dated as of June 23, 2008, as it may be amended, supplemented orotherwise modified from time to time.     “Change of Control” has the meaning set forth in the LLC Agreement.     “Director” means a member of the Board.     “Exchange” means the right to exchange Membership Units for Shares and/or cashpursuant to Article 9 of the LLC Agreement.     “Group” has the meaning set forth in Section 13(d)(3) and Rule 13d-5 of the SecuritiesExchange Act of 1934, as amended.     “Independent Director” means any Director, so long as the Shares are traded on NasdaqGlobal Market, satisfies the definition of an “independent director” set forth in the applicablerules in the Marketplace Rules of the Nasdaq Stock Market, Inc., as such rules may be amended fromtime to time, or, if the principal exchange upon which the Shares are then traded is not NasdaqGlobal Market, such term shall mean any Director of RHI Inc. that satisfies the definition ofindependent director according to the rules of such other exchange.     “Member” means each Person that becomes a member, as contemplated in the LLCAgreement, of Holdings II in accordance with the provisions of the LLC Agreement and has not ceasedto be a Member as provided in Section 3.1(d) of the LLC Agreement, and each of such Member’stransferees, if applicable.     “Nominating Committee” means the nominating committee of the Board or any committee ofthe Board authorized to perform the function of nominating directors for the Board.     “Permitted Transferee” means (i) in the case of any Member (other than RHI Inc.) andany Permitted Transferee of any Member (other than RHI Inc.), an Affiliate of such Member orPermitted Transferee, or (ii) in the case of KRH and any Permitted Transferee of KRH, anon-Affiliate of KRH or Permitted Transferee if more than 50% of the non-Affiliate’s general votingpower is owned directly or indirectly through one or more entities that are the same entities thatown 50% or more of the general voting power of the Ultimate Parent of KRH or if the Ultimate Parentof KRH, directly or indirectly through Subsidiaries, manages the affairs or investments of suchnon-Affiliate. RHI Inc. shall not have any Permitted Transferees.     “Person” means any individual, corporation, limited liability company, partnership,trust, joint stock company, business trust, unincorporated association, joint venture, governmentalauthority or other entity or organization of any nature whatsoever or any Group of two or more ofthe foregoing.
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     “Retiring Director” means any Director whose term expires at the next annual meetingof stockholders of RHI Inc. pursuant to the terms of the Certificate of Incorporation.     “Securities Laws” means the Securities Act of 1933, as amended, and the SecuritiesExchange Act of 1934, as amended, and the rules promulgated thereunder.     “Subsidiary” has the meaning set forth in the LLC Agreement.     “Transfer” or “Transferred” means, directly or indirectly, to sell, transfer,give, exchange, bequest, assign, pledge, encumber, hypothecate or otherwise dispose of, eithervoluntarily or involuntarily, any of the rights granted under Section 2 (including through a Changeof Control of a Person holding units directly or indirectly), *provided, however*, a Change ofControl of an ESA Party or its stockholders shall not be a Transfer.     “Ultimate Parent” means Kelso Interco VII, LLC, KEP VI AIV, LLC, any investment fundmanaged by Kelso & Company L.P. or any Affiliate of Kelso & Company L.P. or any of their respectivesubsidiaries or any successors thereto.     **AdditionalTerms**. In addition to defined terms identified in Section 1.1, the following termshave the meanings assigned in the Sections referred to in the table below:       **Term** **Section** **Term** **Section**KRH Preamble Holdings II RecitalsRHI Inc. Preamble Membership Units RecitalsBoard Recitals Shares RecitalsSubscription Agreement Recitals Designee §2.1LLC Agreement Recitals Additional Designees §2.2Initial Public Offering Recitals Ownership Threshold Calculation §2.32. **Nominee Designation**     2.1 **Designation Right.**. So long as KRH beneficially owns at least 5% of the Membership Units inHoldings II, KRH shall have the right to designate a number of persons for appointment ornomination, as the case may be, for election to the Board (each, a “Designee”).     2.2 **Specific Designees.** (a) The following sets forth the number of Designees that KRH shall be permitted todesignate for appointment or nomination, as the case may be, for election to theseven-member Board (with the number of Designees subject to adjustment pursuant toparagraphs (b) and (c) below in the event of an increase in the size of the Board): i. If KRH’s Beneficial Ownership of Membership Units in HoldingsII is not less than 30% of the then outstanding Membership Units, then KRHshall have the right to designate four (4) Designees;
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 ii. If KRH’s Beneficial Ownership of Membership Units in HoldingsII is less than 30% (but remains at or above 20%) of the then outstandingMembership Units, then KRH shall have the right to designate three (3)Designees;  iii. If KRH’s Beneficial Ownership of Membership Units in HoldingsII is less than 20% (but remains at or above 10%) of the then outstandingMembership Units, then KRH shall have the right to designate two (2) Designees;and  iv. If KRH’s Beneficial Ownership of the Membership Units inHoldings II is less than 10% (but remains at or above 5%) of the thenoutstanding Membership Units, then KRH shall have the right to designate one(1) Designee.  v. If KRH’s Beneficial Ownership of the Membership Units inHoldings II is less than 5% of the then outstanding Membership Units, then KRHshall no longer have the right to designate any number of Designees;provided, however, if KRH’s Beneficial Ownership of MembershipUnits in Holdings II subsequently becomes greater than 5%, KRH shall have theright to designate a number of designees in accordance with this Section 2.2. (b) In the event that (i) the size of the Board is increased and (ii) at the timeof such increase, KRH Beneficial Owns at least 30% of Membership Units in Holdings II,then KRH shall have the right to designate Additional Designees (defined below) withsuch Additional Designees equaling a number that will constitute a majority of theBoard.  (c) In the event that (i) the size of the Board is increased and (ii) KRHBeneficially Owns less than 30% of the then outstanding Membership Units in HoldingsII, KRH may designate Additional Designees equal to the comparable percentage ofDesignees that KRH would have on a seven-member Board rounded up to the nearest wholenumber; providedhowever, that such percentage shall be rounded down ifrounding up would cause the number of KRH’s Designees, if elected, to make up amajority of the Board.  (d) at every meeting of the Board, or a committee thereof, for which Directors areappointed or are nominated to stand for election by stockholders of RHI Inc., KRH willhave the right to designate those persons to be appointed or nominated, as the case maybe, for election to the Board for each Retiring Director that was a prior Designee ofKRH in accordance with this Section 2.2.     2.3 **Calculation of KRH’s Beneficial Ownership of Membership Units**. For purposes ofcalculating the Beneficial Ownership of Membership Units by KRH in connection with the designationrights of KRH (the “Ownership Threshold Calculation”), the following shall apply: (a)Shares held by KRH or a Permitted Transferee issued upon anExchange of
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Membership Units will be counted, without duplication, as being Membership Unitsbeneficially owned by KRH as if the Membership Units had not been exchanged, so long as KRH or aPermitted Transferee continues to hold such Shares; (b) Shares held by KRH or a PermittedTransferee issued as a stock dividend, stock split, recapitalization, anti-dilution adjustment oracquired through a rights offering to shareholders and/or Members, to the extent acquired inrespect of Shares described in clause (a) above or this clause (b) shall be counted, withoutduplication, as being Membership Units beneficially owned by KRH, as if such Shares were receivedin an Exchange and KRH or the Permitted Transferee held the non-Exchanged Membership Units; and (c)Membership Units beneficially owned by Permitted Transferees of KRH will be counted as beingBeneficially Owned by KRH.     2.4 **Independent Directors**. So long as KRH Beneficially Owns no less than 30% of the thenoutstanding Membership Units in Holdings II, KRH shall designate one Designee who qualifies as anIndependent Director at the time of such designation; provided, however, that ifthe size of the RHI Inc. Board is increased, the additional KRH Designees (“AdditionalDesignees”), the number of which shall be determined pursuant to Section 2.2(b) and Section2.2(c), shall include no less than the minimum number of Independent Directors necessary to providefor a majority of Independent Directors on Board. Notwithstanding anything to the contrary herein,KRH shall not be obligated to designate a Designee who qualifies as an Independent Director if KRH,at any time, Beneficially Owns less than 30% of the then outstanding Membership Units.     2.5 **Original Designees**. KRH shall designate the following persons as the original Designees tothe Board:   **Designees** **Class**Frank J. Loverro Class IThomas M. Hudgins Class IIRobert A. Halmi, Jr Class IIIMichael B. Goldberg Class IIIprovided, that Section 6.4 shall not apply to Section 2.5 of this Agreement;provided, further, KRH shall have the right to amend, modify or supplement itsoriginal Designees without the consent of RHI Inc.     2.6 **No Assignment Right.**. The designation rights of KRH under this Section 2 are not assignable,except in accordance with Section 6.3.     2.7 **RHI Inc.’s Obligations.** (a) RHI Inc. agrees to cause each Designee to be included in the directornominations of the Board submitted to RHI Inc.’s stockholders for election of directorsand in the proxy statement prepared by management in connection with solicitingproxies for every meeting of RHI Inc.’s stockholders called with respect to theelection of members of the Board.
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 (b) Notwithstanding anything herein to the contrary, RHI Inc. shall not beobligated to cause to be nominated for election to the Board or recommend to thestockholders the election of any Designee (i) who fails to submit to RHI Inc. on atimely basis such questionnaires as RHI Inc. may reasonably require of its Directorsgenerally and such other information as RHI Inc. may reasonably request in connectionwith the preparation of its filings under the Securities Laws, or (ii) the Board or theNominating Committee determines in good faith, after consultation with outside legalcounsel, that such action would constitute a breach of its fiduciary duties orapplicable law; provided*,*however, that upon the occurrence of either(i) or (ii) above, RHI Inc. shall promptly notify KRH of the occurrence of such eventand permit KRH to provide an alternate Designee sufficiently in advance of any Boardaction, the meetings of the stockholders called or written action of stockholders withrespect to such election of nominees and RHI Inc. shall be subject to its obligationsunder Section 2.7(a) with respect to such alternate Designee; providedfurther, that upon the occurrence of either (i) or (ii) above or the occurrenceof any vacancy of the Board as set forth in Section 2.7(c), KRH’s Approval Rights shallbe in effect until such time that a successor Designee is elected to the Board.  (c) At any time a vacancy occurs because of the death, disability, resignation orremoval of a Designee, then the Board, or any committee thereof, will not vote, fillsuch vacancy or take any action enumerated in Section 5.2 of the Certificate ofIncorporation until such time that (i) KRH has designated a successor Designee and theBoard has filled the vacancy and appointed such successor Designee, (ii) KRH fails todesignate a successor Designee within 30 days of such vacancy, or (iii) KRH hasspecifically waived its rights to designate a successor Designee under this Agreementand has consented to the Board, or any committee thereof, taking a vote on suchenumerated actions prior to the Board filling the vacancy with a successor Designee.In the case of 2.7(c)(i), KRH shall have the right to fill such vacancy with asuccessor Designee in either Class I, Class II or Class III of the Board so long as theclass selected has a vacancy at the time a successor Designee is provided by KRH.  (d) At any time that KRH shall have the right to designate at least one Designeeunder this Section 2, RHI Inc. shall not take any action in accordance with theCertificate of Incorporation to change the size of the Board from seven members withoutthe prior written consent of KRH.     2.8 **Multiple Holders.**. If KRH and one or more of its Permitted Transferees hold Membership Unitsat the same time, KRH shall act on behalf of all of them for the purpose of exercising the rightsgranted under this Section 2.
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3. **Specific Performance**. Each of the parties to this Agreement acknowledges that each partyhereto will be irreparably damaged if any of the provisions of this Agreement are not performed inaccordance with their specific terms or are otherwise breached. Accordingly, it is agreed thateach of RHI Inc. and KRH shall be entitled to an injunction to prevent breaches of this Agreementand to specific enforcement of this Agreement and its terms and provisions in any action institutedin any court of the United States or any state having subject matter jurisdiction, in addition toany other remedy to which the parties hereto may be entitled at law or in equity. Each of theparties hereto hereby consents to personal jurisdiction in any such action brought in the UnitedStates District Court for the District of Delaware or in any court of the State of Delaware havingsubject matter jurisdiction. No bond or other similar undertaking shall be required of any partyseeking relief under this Section.4. **Covenant of RHI Inc**. RHI Inc. agrees that neither it nor any of its Subsidiaries shall enterinto any agreement or understanding or make any commitment to any Person, or otherwise take anyaction, that would violate or be inconsistent with any provision or agreement contained in thisAgreement.5. **Termination**.     5.1 **Withdrawal of Registration Statement.**If the registration statement in connection with theInitial Public Offering is withdrawn for any reason within one year of the date hereof, thisAgreement shall become null and void and be of no further force or effect whatsoever and neitherKRH nor RHI Inc. shall have any further obligations hereunder or with respect hereto.6. **Miscellaneous.**     6.1 **Governing Law**. This Agreement shall be governed by and construed in all respects inaccordance with the laws of the State of Delaware without giving effect to principles of conflictsof law.     6.2 **Notices**. All notices, demands or other communications to be given under or by reason of thisAgreement shall be in writing and shall be delivered by hand or sent by facsimile or sent byovernight courier service and shall be deemed given when received, as follows:       If to RHI Inc.: If to KRH:  RHI Entertainment, Inc. KRH Investments LLC  1325 Avenue of the Americas, 21st Floor c/o Kelso & Company,  New York, NY 10019 320 Park Avenue, 24th Floor,    New York, NY 10022   Attention: General Counsel Attention: General Counsel  Fax: (212) 977-3917 Fax: (212) 223-2379     
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       If to RHI Inc.: If to KRH:  *with a copy to*: *with a copy to*:  Latham & Watkins LLP Latham & Watkins LLP  885 Third Avenue 885 Third Avenue  New York, NY 10019 New York, NY 10019  Attention: Raymond Y. Lin, Esq. Attention: Raymond Y. Lin, Esq.  Fax: (212) 751-4864 Fax: (212) 751-4864     Any party to this Agreement may change its address for notices, demands and othercommunications under this Agreement by giving notice of such change to the other party hereto inaccordance with this Section 6.2.     6.3 **Benefit of Parties**; **Transfer**. (a) This Agreement shall be binding upon and shall inure to the benefit of theparties hereto and their respective successors, legal representatives and PermittedTransferees.  (b) In the event of a Transfer of Membership Units by KRH, the transferee shall nothave the rights and powers of KRH unless (a) the transferee is a Permitted Transfereeof KRH prior to and following such Transfer and (b) KRH has partially assigned itsrights under this Agreement so that the Permitted Transferee has the right to appointor nominate, as the case may be, a number of Designees to the Board with such number ofDesignees determined by KRH at the time of the Transfer of Membership Units andcorresponding partial assignment of the rights contained herein.  (c) This Agreement may not be assigned by RHI Inc. except with the prior writtenconsent of all other parties to this Agreement.  (d) Nothing herein contained shall confer or is intended to confer on any thirdparty or entity that is not a party to this Agreement any rights under this Agreement.     6.4 **Amendment.**. This Agreement may not be amended, modified, altered or supplemented except bymeans of a written instrument executed on behalf of RHI Inc. and KRH     6.5 **Waiver.**. No failure on the part of either party hereto to exercise any power, right, privilege orremedy under this Agreement, and no delay on the part of either party hereto in exercising anypower, right, privilege or remedy under this Agreement, shall operate as a waiver thereof; and nosingle or partial exercise of any such power, right, privilege or remedy shall preclude any otheror further exercise thereof or of any other power, right, privilege or remedy.     6.6 **Severability.**. If any provision of this Agreement is held invalid or unenforceable by anycourt of competent jurisdiction, the other provisions of this Agreement will remain in full forceand effect. Any provision of this Agreement held invalid or unenforceable only in part or degreewill remain in full force and effect to the extent not held invalid or unenforceable.
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     6.7 **Entire Agreement**. This Agreement sets forth the entire understanding of parties hereto andsupersedes all other agreements and understandings between the parties hereto relating to thesubject matter hereof.     6.8 **Counterparts and Facsimiles**. This Agreement may be executed in one or more counterparts, allof which shall be considered one and the same agreement, and shall become effective when one ormore counterparts have been signed by each of the parties and delivered to the other. The partieshereto may execute the signature pages hereof and exchange such signature pages by facsimiletransmission.     6.9 **Interpretation of Agreement**. (a) As used in this Agreement, the words “include” and “including,” and variationsthereof, shall not be deemed to be terms of limitation, and shall be deemed to befollowed by the words “without limitation.”  (b) Unless otherwise specified, references in this Agreement to “Sections” and“Exhibits” are intended to refer to Sections of, and Exhibits to, this Agreement.  (c) The Section headings contained in this Agreement are solely for the purpose ofreference, are not part of the agreement of the parties and shall not in any way affectthe meaning or interpretation of this Agreement.  (d) Each party hereto and its counsel cooperated in drafting and preparation ofthis Agreement. Any rule of law or any legal decision that would requireinterpretation of any ambiguities in this Agreement against the party that drafted itis of no application and is hereby expressly waived.**[Signature page to follow]**
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               IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dayand year first above written.      **RHI ENTERTAINMENT, INC.**