**AGREEMENT**1. Definitions     1.1 Certain Definitions. For purposes of this Agreement, the following terms shall havethe meanings specified in this Section 1.1:     “Cash Distribution” has the meaning set forth in the Recitals.     “Contributed Asset” has the meaning set forth in the Recitals.     “Encumbrance” means, with respect to any specified asset, any security interest, lien,mortgage, claim, charge, pledge, restriction, option, reservation, equitable interest, deed oftrust, right of first refusal, easement, servitude or encumbrance of any nature.     “Holdings II” has the meaning set forth in the Preamble.     “Initial Closing” means the closing of the transactions contemplated in Sections 2.1,2.2, 3.1 and 3.2.     “Initial Closing Date” has the meaning set forth in Section 2.3.     “Initial Public Offering” has the meaning set forth in the Recitals.     “IPO Proceeds” means the proceeds received by RHI Inc. in exchange for the issuanceand sale of Shares in connection with the Initial Public Offering, calculated by the price pershare at which Shares are sold to the public multiplied by the number of Shares sold to the public,less underwriting discounts and commissions. For the avoidance of doubt, IPO Proceeds shall notinclude the Over-Allotment Proceeds.     “KRH” has the meaning set forth in the Preamble.     “KRH Units” has the meaning set forth in Section 3.1.     “LLC Agreement” has the meaning set forth in the Recitals.     “Membership Units” means the common membership units of Holdings II as described inthe LLC Agreement.     “Optional Closing” means the closing of the transactions contemplated in Section 2.5.     “Optional Closing Date” has the meaning set forth in Section 2.5(c).     “Over-Allotment Option” has the meaning set forth in Section 2.5(a).     “Over-Allotment Proceeds” means the proceeds received by RHI Inc. in connection withthe Underwriters’ purchase of Shares in connection with the Over-Allotment Option, calculatedby the price per share at which Shares are sold to the public multiplied by the number ofShares sold to the public, less underwriting discounts and commissions.
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     “Over-Allotment Units” means the Membership Units, if any, issued by Holdings II toRHI Inc. pursuant to Section 2.5.     “Prospectus” means the final prospectus for the Initial Public Offering contained inthe registration statement filed on Form S-1 with the Securities and Exchange Commission.     “RHI Inc.” has the meaning set forth in the Preamble.     “RHI Inc. Consideration” has the meaning set forth in Section 2.2.     “RHI Inc. Units” has the meaning set forth in Section 2.1.     “Shares” has the meaning set forth in the Recitals.     “Total Issued Units” means the total number of KRH Units, RHI Inc. Units, and, if any,Over-Allotment Units.     “Transaction Documents” mean the transactional and organizational documents enteredinto contemporaneously with this Agreement by either Holdings II, RHI Inc. or KRH, as applicable,in connection with the Initial Public Offering.     “Underwriting Agreement” means the underwriting agreement to be entered into among RHIInc. and the managing underwriters for the Initial Public Offering.2. RHI Inc. Units.     2.1 Transfer. Holdings II hereby agrees to issue to RHI Inc. on the Initial Closing Date,and RHI Inc. hereby agrees to subscribe to and accept on the Initial Closing Date, free and clearof all Encumbrances, a number of Membership Units equal to the number of Shares sold (excluding anyShares sold pursuant to the exercise of the Over-Allotment Option) in the Initial Public Offering(collectively, the “RHI Inc. Units”).     2.2 Consideration. The consideration for the RHI Inc. Units shall be an amount equal tothe IPO Proceeds (the “RHI Inc. Consideration”), which shall be delivered to Holdings II atthe Initial Closing by wire transfer of immediately available funds in accordance with Section 2.4.     2.3 Initial Closing. The Initial Closing Date shall be held at the offices of Latham &Watkins LLP, 885 Third Avenue, New York, NY 10022 at the time and date on which all the conditionsset forth inSection 7 have been satisfied or waived, or at such later time and date as RHI Inc., HoldingsII and KRH shall agree in writing (such time and date, the “Initial Closing Date”).     2.4 Initial Closing Deliverables.     (a) Holdings II shall deliver, or cause to be delivered, the following documents to RHIInc. at the Initial Closing:
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     (i) a certificate or certificates representing the RHI Inc. Units being issuedto RHI Inc. identifying RHI Inc. as the registered holder thereof; and     (ii) all other customary documents, instruments or certificates as shall bereasonably requested by RHI Inc. and as shall be consistent with the terms of thisAgreement; and     (b) RHI Inc. shall deliver, or cause to be delivered, the following documents toHoldings II at the Initial Closing:     (i) the RHI Inc. Consideration by wire transfer of immediately available fundsto an account designated by Holdings II at least three business days prior to theInitial Closing.     2.5 Issuance of Additional Membership Units.     (a) Holdings II hereby agrees to issue to RHI Inc., and RHI Inc. hereby agrees tosubscribe to and accept, free and clear of all Encumbrances, a number of Membership Unitsequal to the number of Shares sold to the Underwriters pursuant to the Underwriters’ optionto purchase additional Shares under the Underwriting Agreement (the “Over-AllotmentOption”) in exchange for RHI Inc.’s contribution of the Over-Allotment Proceeds of suchOver-Allotment Option, which shall be delivered to Holdings II at the Optional Closing bywire transfer of immediately available funds in accordance with Section 2.5(c).     (b) RHI Inc. and Holdings II both agree and acknowledge that Holdings II’s obligationsto issue any Over-Allotment Units in connection with the Over-Allotment Option arecontingent upon the Underwriters’ exercise of their Over-Allotment Option. If theUnderwriters exercise their Over-Allotment Option, RHI Inc. will, contemporaneously with thesale of Shares by RHI Inc. to the Underwriters pursuant to the Over-Allotment Option,subscribe to a number of Over-Allotment Units from Holdings II equal to the number of Sharespurchased by the Underwriters from RHI Inc. pursuant to the Over-Allotment Option.     (c) The Optional Closing shall be held at the offices of Latham & Watkins LLP, 885Third Avenue, New York, NY 10022 at the time and date on which all the conditions set forthin Section 7 have been satisfied or waived, or at such later time and date as RHI Inc. andHoldings II shall agree in writing (such time and date, the “Optional ClosingDate”).     (d) Holdings II shall deliver, or cause to be delivered, the following documents to RHIInc. at the Optional Closing:     (i) a certificate or certificates representing the Over-Allotment Units beingissued and sold to RHI Inc. in connection with the Over-Allotment Option,identifying RHI Inc. as the registered holder thereof; and
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     (ii) all other customary documents, instruments or certificates as shall bereasonably requested by RHI Inc. and as shall be consistent with the terms of thisAgreement.     (e) RHI Inc. shall deliver, or cause to be delivered, the following documents toHoldings II at such Optional Closing:     (i) the Over-Allotment Proceeds by wire transfer of immediately available fundsto an account designated by Holdings II at least three business days prior to suchOptional Closing; and     (ii) a letter evidencing the exercise of the Over-Allotment Option by theUnderwriters in a form reasonably satisfactory to Holdings II.     2.6 Closing Costs; Transfer Taxes and Fees. Holdings II shall be responsible for thedocumentary and transfer taxes and any sales or other similar taxes, if any, imposed on theissuance of the Membership Units under this Agreement (including those Membership Units issued andsold in connection with the Over-Allotment Option) and any deficiency, interest or penalty assertedwith respect thereto.3. Contribution of Contributed Asset; Issuance of Membership Units; Subsequent CashDistribution.     3.1 Transfer. Subject to the terms and conditions of this Agreement, Holdings IIhereby agrees to issue to KRH on the Initial Closing Date, and KRH hereby agrees to accept on theInitial Closing Date, free and clear of all Encumbrances, 9,900,000 Membership Units (the “KRHUnits”). KRH shall contribute, convey, assign, transfer and deliver to Holdings II or itsdesignee free and clear of any Encumbrances, and Holdings II or its designee does hereby acquireand accept from KRH, all of KRH’s right, title and interest in the Contributed Asset.     3.2 Initial Closing. The Initial Closing shall be held on the Initial Closing Date.     3.3 Initial Closing Deliverables.     (a) Holdings II shall deliver, or cause to be delivered, the following documents to KRHat the Initial Closing:     (i) a certificate or certificates representing the KRH Units being issued andsold to KRH identifying KRH as the registered holder thereof; and     (ii) all other customary documents, instruments or certificates as shall bereasonably requested by KRH and as shall be consistent with the terms of thisAgreement.     (b) KRH shall deliver, or cause to be delivered, the following documents to Holdings IIat the Initial Closing:
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     (i) all customary documents, instruments or certificates as shall bereasonably requested by Holdings II and as shall be consistent with the terms ofthis Agreement.     3.4 Closing Costs; Transfer Taxes and Fees. Holdings II shall be responsible for thedocumentary and transfer taxes and any sales or other similar taxes, if any, imposed on theissuance of the KRH Units under this Agreement and any deficiency, interest or penalty assertedwith respect thereto.     3.5 Cash Distribution. By executing and delivering this Agreement, Holdings II agreesto make, and on the Initial Closing Date will make, the Cash Distribution to KRH with a portion ofthe RHI Inc. Consideration. Notwithstanding anything in the LLC Agreement to the contrary, theCash Distribution to KRH shall be permitted under the LLC Agreement and RHI Inc. and KRH agree thatthis Agreement shall serve to amend Section 5.4 of the LLC Agreement with respect to the CashDistribution and to waive their respective rights to receipt of the Cash Distribution on a pro ratabasis in accordance with their respective interests in Holdings II.4. Representations and Warranties of Holdings II. As of the date of this Agreement andas of each of the Initial Closing Date and, if applicable, the Optional Closing Date, Holdings IIrepresents and warrants to RHI Inc. and KRH as follows:     4.1 Organization; Good Standing; Qualification. Holdings II is a limited liabilitycompany, duly organized and validly existing under the laws of the State of Delaware and is in goodstanding under such laws. Holdings II has the requisite power and authority to own and operate itsproperties and assets, and to carry on its business as presently conducted and as proposed to beconducted. Holdings II is in good standing and qualified to do business in every jurisdictionwhere the failure to so qualify would have a material adverse effect on its business or financialcondition or its ability to enter into this Agreement or to consummate the transactionscontemplated hereby.     4.2 Authorization. The execution, delivery and performance of this Agreement and theissuance of the Membership Units have been duly authorized by Holdings II. This Agreementconstitutes the legal, valid and binding obligation of Holdings II enforceable against Holdings IIin accordancewith its terms, except as may be limited by (i) applicable bankruptcy, insolvency,reorganization or other laws of general application relating to or affecting the enforcement ofcreditors’ rights generally and (ii) the effect of rules of law governing the availability ofequitable remedies.     4.3 Consents. Except as has been obtained or will be obtained prior to the InitialClosing and, if applicable, the Optional Closing, no consent, approval or authorization of, ordesignation, declaration or filing with, any governmental authority or other third party on thepart of Holdings II is required in connection with the execution and delivery of this Agreement orthe consummation of the transactions contemplated hereby.     4.4 Capitalization of Holdings II. Immediately prior to the execution and delivery ofthis Agreement, there are no Membership Units issued and outstanding. There are no outstandingoptions, warrants, rights (including conversion or preemptive rights), voting
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agreements, investoror other type of agreement with respect to the Membership Units or other agreements for thepurchase or acquisition from Holdings II of any Membership Units; provided,however, that the execution of any Transaction Document by the parties hereto either priorto, or contemporaneously with, this Agreement shall be expressly excluded from this Section 4.4.The assets and liabilities of Holdings II are as set forth in the financial statements included inthe Prospectus as of the date indicated.5. Representations and Warranties of RHI Inc. As of the date of this Agreement and as ofeach of the Initial Closing Date and, if applicable, the Optional Closing Date, RHI Inc. herebyrepresents and warrants to Holdings II as follows:     5.1 Organization; Good Standing; Qualification. RHI Inc. is a corporation duly organizedand validly existing under the laws of the State of Delaware and is in good standing under suchlaws. RHI Inc. has the requisite power and authority to own and operate its properties and assets,and to carry on its business as presently conducted and as proposed to be conducted. RHI Inc. isin good standing and qualified to do business in every jurisdiction where the failure to so qualifywould have a material adverse effect on its ability to enter into this Agreement or to consummatethe transactions contemplated hereby.     5.2 Authorization. The execution, delivery and performance of this Agreement and thesubscription to the RHI Inc. Units have been duly authorized by RHI Inc. This Agreement constitutesthe legal, valid and binding obligation of RHI Inc. enforceable against RHI Inc. in accordance withits terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization orother laws of general application relating to or affecting the enforcement of creditors’ rightsgenerally and (ii) the effect of rules of law governing the availability of equitable remedies.     5.3 Consents. Except as has been obtained or will be obtained prior to Initial Closingand, if applicable, the Optional Closing no consent, approval or authorization of, or designation,declaration or filing with, any governmental authority or other third party on the part of RHI Inc.is required in connection with the execution and delivery of this Agreement or the consummation ofthe transactions contemplated hereby.6. Representations and Warranties of KRH.     As of the date of this Agreement and as of the Initial Closing Date, KRH hereby represents andwarrants to Holdings II as follows:     6.1 Organization; Good Standing; Qualification. KRH is a limited liability company dulyorganized and validly existing under the laws of the State of Delaware and is in good standingunder such laws. KRH has the requisite power and authority to own and operate its properties andassets, and to carry on its business as presently conducted and as proposed to be conducted. KRHis in good standing and qualified to do business in every jurisdiction where the failure to soqualify would have a material adverse effect on its ability to enter into this Agreement or toconsummate the transactions contemplated hereby.     6.2 Authorization. The execution, delivery and performance of this Agreement and thesubscription to the KRH Units and contribution of the Contribution Asset have been duly
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authorizedby KRH. This Agreement constitutes the legal, valid and binding obligation of KRH enforceableagainst KRH. in accordance with its terms, except as may be limited by (i) applicable bankruptcy,insolvency, reorganization or other laws of general application relating to or affecting theenforcement of creditors’ rights generally and (ii) the effect of rules of law governing theavailability of equitable remedies.     6.3 Consents. Except as has been obtained or will be obtained prior to Initial Closing,no consent, approval or authorization of, or designation, declaration or filing with, anygovernmental authority or other third party on the part of KRH is required in connection with theexecution and delivery of this Agreement or the consummation of the transactions contemplatedhereby.7. Conditions to Closing.     7.1 Conditions to the Obligations of All Parties. The obligations of the parties underthis Agreement are subject to the fulfillment or waiver of the following conditions:     (a) There shall not have been issued and be in effect any order, decree or judgment of,or in, any court, tribunal of competent jurisdiction or governmental authority which makesthe issue of the Total Issued Units or any of the other transactions contemplated by thisAgreement illegal or invalid;     (b) RHI Inc. shall have entered into the Underwriting Agreement with respect to theInitial Public Offering and all conditions to the consummation thereof shall have been, orwill contemporaneously be, satisfied, except for conditions to be satisfied under thisAgreement at the Initial Closing and, if applicable, the Optional Closing;     (c) Holdings II shall have been recapitalized in the manner described in theProspectus; and     (d) The transactions described in the Prospectus under “Reorganization and offeringtransactions” shall have been completed prior to, or will be completed contemporaneouslywith, the execution of this Agreement.     7.2 Condition to Obligations of RHI Inc. In addition to the conditions specified inSection 7.1, the obligations of RHI Inc. under this Agreement are subject to the fulfillment orwaiver of the following conditions:     (a) all covenants, agreements and conditions contained in this Agreement to beperformed by Holdings II on or prior to each of the Initial Closing and, if applicable, theOptional Closing shall have been performed or complied with in all material respects;     (b) each of the representations and warranties of Holdings II set forth in thisAgreement that is qualified as to a material adverse effect shall be true and correct, andeach of the representations and warranties of Holdings II set forth in this Agreement thatis not so qualified shall be true and correct in all material respects, in each case, as ofthe date of this Agreement and as of each of the Initial Closing Date and, if applicable,the Optional Closing Date as though made on and as of the Initial Closing Date and, if
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applicable, the Optional Closing Date (except to the extent in either case that suchrepresentations and warranties speak as of another date); and     (c) Holdings II shall have delivered, or caused to be delivered, to RHI Inc.instruments of transfer and other transaction documents, in form and substance reasonablysatisfactory to RHI Inc., to effect the issue of the RHI Inc. Units and the othertransactions contemplated by this Agreement, including those documents identified in Section2.4(a) and 3.3(a).     7.3 Conditions to the Obligations of Holdings II. In addition to the conditions specifiedin Section 7.1, the obligations of Holdings II under this Agreement are subject to the fulfillmentor waiver of the following conditions:     (a) all covenants, agreements and conditions contained in this Agreement to beperformed by RHI Inc. on or prior to the Initial Closing and, if applicable, the OptionalClosing shall have been performed or complied with in all material respects;     (b) each of the representations and warranties of RHI Inc. set forth in this Agreementthat is qualified as to a material adverse effect shall be true and correct, and each of therepresentations and warranties of RHI Inc. set forth in this Agreement that is not soqualified shall be true and correct in all material respects, in each case, as of the dateof this Agreement and as of the Initial Closing Date and, if applicable, the OptionalClosing Date as though made on and as of the Initial Closing Date and, if applicable, theOptional Closing Date (except to the extent in either case that such representations andwarranties speak as of another date); and     (c) RHI Inc. shall have delivered to Holdings II instruments of transfer and othertransaction documents, in form and substance reasonably satisfactory to Holdings II, toeffect the issue of the RHI Inc. Units and the other transactions contemplated by thisAgreement, including those documents identified in Section 2.4(b).     7.4 Conditions to the Obligations of KRH. In addition to the conditions specified inSection 7.1, the obligations of KRH under this Agreement are subject to the fulfillment or waiverof the following conditions:     (a) all covenants, agreements and conditions contained in this Agreement to beperformed by Holdings II on or prior to the Initial Closing shall have been performed orcomplied with in all material respects;     (b) each of the representations and warranties of Holdings II set forth in thisAgreement that is qualified as to a material adverse effect shall be true and correct, andeach of the representations and warranties of Holdings II set forth in this Agreement thatis not so qualified shall be true and correct in all material respects, in each case, as ofthe date of this Agreement and as of the Initial Closing Date as though made on and as ofthe Initial Closing Date (except to the extent in either case that such representations andwarranties speak as of another date); and
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     (c) Holdings II shall have delivered to KRH instruments of transfer and othertransaction documents, in form and substance reasonably satisfactory to KRH, to effect theissue of the KRH Units and the other transactions contemplated by this Agreement, includingthose documents identified in Section 3.3(a).8. Termination. If the conditions set forth in Section 7 are not satisfied or waived onor before the completion of the Initial Public Offering or if the registration statement withrespect to the Initial Public Offering is withdrawn for any reason prior to that date, thisAgreement shall become null and void and be of no further force or effect whatsoever and neitherHoldings II, KRH nor RHI Inc. shall have any further obligations hereunder or with respect hereto.9. Covenants.     9.1 Further Assurances. From time-to-time and after the date hereof, Holdings II shalldeliver or cause to be delivered to RHI Inc. and KRH such further documents and instruments andshall do and cause to be done such further acts as RHI Inc. and KRH shall reasonably request tocarry out more effectively the provisions and purposes of this Agreement.     9.2 No Transfer or Encumbrance. Between the date hereof and each of the Initial ClosingDate and, if applicable, the Optional Closing Date and except as specifically disclosed in theProspectus, Holdings II shall not issue, grant or sell any additional Membership Units or anyrights to any Membership Units.     9.3 Conduct of the Business. Between the date hereof and each of the Initial Closing Dateand, if applicable, the Optional Closing Date and except as specifically disclosed in theProspectus, Holdings II shall (i) conduct the business of Holdings II in the ordinary courseconsistent with past practice, (ii) use all commercially reasonable efforts to (A) retain theservices of its key employees, (B) preserve Holdings II’s relationships with material customers,suppliers, sponsors, licensees and creditors, and (C) maintain and keep Holdings II’s propertiesand assets in as good repair and condition as at present, ordinary wear and tear excepted, (iii)maintain its capital structure as it exists on the date of this Agreement, except as specificallycontemplated hereunder.10. Miscellaneous.     10.1 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.     10.2 Notices. All notices, demands or other communications to be given under or by reasonof this Agreement shall be in writing and shall be deemed to have been received when deliveredpersonally, or when transmitted by overnight delivery service, addressed as follows:If to RHI Inc.:RHI Entertainment, Inc.