“Corporation” has the meaning set forth in the preamble of this Agreement.               “Director” means a member of the Board.               “Equity Interests” means, with respect to the Corporation, any and all shares ofcapital stock in the Corporation or securities convertible into, or exchangeable or exercisablefor, such shares, and options, warrants or other rights to acquire such shares.               “Exchange Act” means the Securities and Exchange Act of 1934, as amended, and therules and regulations promulgated thereunder, as the same may be amended from time to time.               “Governmental Authority” means any nation or government, any state or other politicalsubdivision thereof, and any entity exercising executive, legislative, judicial, regulatory oradministrative functions of or pertaining to government.               “Group” has the meaning set forth in Section 13(d)(3) of the Exchange Act.               “IPO” means an initial primary sale by the Corporation of shares of Common Stock tothe public in an offering pursuant to an effective registration statement (other than aregistration statement on Form S-4 or S-8 or any similar or successor form) filed under theSecurities Act, so that after giving effect to such offering, such shares of Common Stock arelisted on one or more nationally recognized exchanges or quoted on one or more automated quotationsystems, including the NYSE or NASDAQ, respectively.               “KRH” has the meaning set forth in the Preamble.               “KRH Registrable Securities” has the meaning set forth in Section 2(a)(i)(1) of thisAgreement.               “LLC Act” means the Delaware Limited Liability Company Act, 6 Del.C.§§ 18-101, et seq., as it may be amended from time to time, and any successor to suchstatute.               “LLC Agreement” has the meaning set forth in the preamble of this Agreement.               “Losses” has the meaning set forth in Section 2(g)(i) of this Agreement.
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               “Member” means KRH and each Person that becomes a member, as contemplated in the LLCAct, of Holdings II in accordance with the provisions of the LLC Agreement and that has not ceasedto be a Member as provided in Section 3.1(d) of the LLC Agreement, and each of such Member’sPermitted Transferees, if applicable.               “NASDAQ” has the meaning set forth in Section 2(d)(viii) of this Agreement.               “NYSE” has the meaning set forth in Section 2(d)(viii) of this Agreement.               “Officer” means a person designated as an officer of the Corporation by the Board orthe CEO.               “Other Holder Registrable Securities” has the meaning set forth in Section 2(a)(i)(4)of this Agreement.               “Permitted Transferee” has the meaning set forth in the LLC Agreement.               “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.               “Registrable Securities” means the Shares and any other securities issued or issuablewith respect to or in exchange for the Shares. As to any particular Registrable Securities, suchShares and any other securities issued or issuable with respect to or in exchange for the Sharesshall cease to be Registrable Securities when (i) a registration statement with respect to the saleof such Shares and any other securities issued or issuable with respect to or in exchange for theShares shall have become effective under the Securities Act and such Shares and any othersecurities issued or issuable with respect to or in exchange for the Shares shall have beendisposed of in accordance with such registration statement, (ii) such Shares and any othersecurities issued or issuable with respect to or in exchange for the Shares shall have beendistributed to the public pursuant to Rule 144, or (iii) such Shares and any other securitiesissued or issuable with respect to or in exchange for the Shares shall have ceased to beoutstanding.               “Registration Expenses” means any and all expenses incident to performance of orcompliance with Sections 2(a), 2(b), 2(c) and 2(d), including (i) all SEC and stock exchange orautomated quotation system or NASD, Inc. registration, filing and listing fees, (ii) all fees andexpenses of complying with state securities or blue sky laws (including fees and disbursements ofcounsel for the underwriters in connection
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with blue sky qualifications of the Registrable Securities), (iii) all printing, wordprocessing, duplication, messenger and delivery expenses, (iv) all fees and expenses incurred inconnection with the listing of the Registrable Securities on any stock exchange or automatedquotation system pursuant to this Agreement, (v) the fees and disbursements of counsel for theCorporation and of its independent public accountants, including the expenses of any special auditsor “cold comfort” letters or both required by or incident to such performance and compliance,(vi) the reasonable fees and disbursements of one counsel for all of the Members, selected by theMembers participating in such registration and reasonably satisfactory to the Corporation,(vii) any reasonable fees and disbursements of underwriters and their counsel customarily paid bythe issuers or sellers of securities, including liability insurance if the Corporation so desiresor if the underwriters so require, and the reasonable fees and expenses of any special expertsretained in connection with any registration, but excluding underwriting discounts and commissionsand transfer taxes, if any, and (viii) all reasonable expenses (including travel expenses) incurredin connection with any “road shows” (including the reasonable expenses of any applicable sellingMember).               “Registration Indemnified Parties” has the meaning set forth in Section 2(g)(i) ofthis Agreement.               “Rule 144” means Rule 144 (or any successor provision), as the same may be amendedfrom time to time, under the Securities Act.               “SEC” means the U.S. Securities and Exchange Commission or any other federal agencythen administering the Securities Act or the Exchange Act and other federal securities law.               “Securities Act” means the Securities Act of 1933, as amended, and the rules andregulations promulgated thereunder, as the same may be amended from time to time.               “Senior Officers” means the CEO and CFO, collectively.               “Shares” means the shares of Common Stock issued and issuable to any KRH pursuant tothe exercise by KRH of its Exchange Right (as defined in the LLC Agreement) and their conversion orexchange rights as set forth in the Corporation’s Certificate of Incorporation.               “Subsidiary” means, with respect to any Person, (i) a corporation a majority of whosecapital stock with the general voting power under ordinary circumstances to vote in the election ofdirectors of such corporation (irrespective of whether or not, at the time, any other class orclasses of securities shall have, or might have, voting power by reason of the happening of anycontingency) is at the time
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beneficially owned by such Person, by one or more Subsidiaries of such Person or by suchPerson and one or more Subsidiaries thereof or (ii) any other Person (other than a corporation),including a joint venture, a general or limited partnership or a limited liability company, inwhich such Person, one or more Subsidiaries thereof or such Person and one or more Subsidiariesthereof, directly or indirectly, at the date of determination thereof, beneficially own at least amajority ownership interest entitled to vote in the election of directors, managers or trusteesthereof (or other Persons performing such functions) or act as the general partner or managingmember of such other Person.               “Third Party Registrant” has the meaning set forth in Section 2(b)(i) of thisAgreement.               “Transaction Delay Notice” has the meaning set forth in Section 2(a)(vii)(1) of thisAgreement.               “Transfer” (including the term “Transferred”) means, directly or indirectly,to sell, transfer, give, exchange, bequest, assign, pledge, encumber, hypothecate or otherwisedispose of, either voluntarily or involuntarily (including upon the foreclosure under any pledge orhypothecation permitted below that results in a change in title), any Equity Interests in theCorporation or other assets beneficially owned by a Person or any interest in any Equity Interestsin the Corporation or other assets beneficially owned by a Person. Notwithstanding the foregoing:a bona fide pledge of the Shares or other Equity Interests by any Member or its Affiliates shallnot be deemed to be a Transfer hereunder.          (b) Other Definitional Provisions; Interpretation.               (i) The words “hereof,” “herein” and “hereunder” and words of similar import when used in thisAgreement will refer to this Agreement as a whole, including the Exhibits and Schedules attachedhereto, and not to any particular provision of this Agreement. Articles, section and subsectionreferences are to this Agreement unless otherwise specified.               (ii) The words “include” and “including” and words of similar import when used in thisAgreement shall be deemed to be followed by the words “without limitation”.               (iii) The titles and headings in this Agreement are included for convenience of reference onlyand will not limit or otherwise affect the meaning or interpretation of this Agreement.               (iv) The meanings given to capitalized terms defined herein will be equally applicable to boththe singular and plural forms of such terms, Whenever the
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context may require, any pronoun shall include the corresponding masculine, feminine andneuter forms.     2. Registration Rights and Procedures.          (a) Registration on Request of KRH.               (i) Request. Subject to the lock-up agreement applicable to KRH in connection withthe IPO, KRH may request in writing no earlier than 90 days prior to the expiration of such lock-upagreement, that the Corporation effect the registration for resale under the Securities Act of allor part of KRH’s Registrable Securities on a resale registration statement on Form S-1. Any suchrequest will specify (a) the number of Registrable Securities proposed to be sold and (b) theintended method of disposition thereof. Subject to the other provisions of this Section 2(a), theCorporation shall promptly and as expeditiously as possible, use its reasonable best efforts toeffect the registration under the Securities Act , but in no event prior to the expiration of suchunderwriter lock-up period, of:                    (1) the Registrable Securities which the Corporation has been so requested to register by KRH(“KRH Registrable Securities”);                    (2) all Registrable Securities of the same class(es) or series as the KRH RegistrableSecurities which have been requested to be included by the Corporation in such registration(“Corporation Registrable Securities”); and                    (3) all Registrable Securities of the same class(es) or series as the KRH RegistrableSecurities which have been requested to be included by holders of Registrable Securities other thanKRH (“Other Holder Registrable Securities”).               (ii) Unlimited Registration Rights. The Corporation shall be required to effect anyand all requests by KRH for the registration of Registrable Securities on Form S-1 pursuant to thisSection 2(a).               (iii) Expenses. The Corporation will pay all Registration Expenses in connection withregistrations pursuant to this Section 2(a).               (iv) Effective Registration Statement. A registration requested pursuant to thisSection 2(a) will not be deemed to have been effected:                    (1) unless a registration statement with respect thereto has become effective and remainedeffective in compliance with the provisions of the Securities Act with respect to the dispositionof all Registrable Securities covered by such registration statement until the earlier of (x) suchtime as all of such Registrable
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Securities have been disposed of in accordance with the intended methods of dispositionthereof set forth in such registration statement or (y) 180 days after the effective date of suchregistration statement, except with respect to any registration statement filed pursuant to Rule415 under the Securities Act, in which case the Corporation shall use its reasonable best effortsto keep such registration statement effective until such time as all of the Registrable Securitiescovered thereby cease to be Registrable Securities; provided, however, that if thefailure of any such registration statement to become or remain effective in compliance with thisSection 2(a)(iv)(1) is due solely to acts or omissions of KRH, such registration requested pursuantto this Section 2(a) will be deemed to have been effected;                    (2) if after it has become effective, the registration statement is interfered with by anystop order, injunction or other order or requirement of the SEC or other governmental agency orauthority and is not thereafter effective; or                    (3) if the conditions to closing specified in the underwriting agreement, if any, entered intoin connection with such registration are not satisfied or waived, other than by: (A) reason of afailure on the part of KRH; or (B) if the Registrable Securities covered by such registrationcannot be sold within a price range acceptable to KRH.               (v) Underwritten Offering. At the election of KRH, a requested registration pursuantto this Section 2(a) may involve an underwritten offering, and, in such case, the investmentbankers, underwriters and managers for such registration shall be selected by KRH in consultationwith other holders of Registrable Securities being included in such registration pursuant toSection 2(a); provided, however, that such investment bankers, underwriters andmanagers shall be reasonably satisfactory to the Corporation.               (vi) Priority in Requested Registrations. If a requested registration pursuant tothis Section 2(a) involves an underwritten offering and the managing underwriter advises theCorporation in writing that, in its opinion, the number of securities to be included in suchregistration would be likely to have an adverse effect on the price, timing or distribution of thesecurities to be offered in such offering as contemplated by KRH (an “Adverse Effect”),then the Corporation shall include in such registration all Registrable Securities that themanaging underwriter believes can be sold in such offering without having an Adverse Effectallocated in the following order of priority: (a) first, all KRH Registrable Securities;(b) second, all Corporation Registrable Securities; and (c) third, all Other HolderRegistrable Securities. If such managing underwriter advises the Corporation that only a portionof the Registrable Securities in any of clauses (a) through (c) above may be included in suchregistration without such Adverse Effect, the Corporation shall include the Registrable Securitiesfrom the holders of Registrable Securities in such clause on a pro rata basis based on the relativeamount
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of Registrable Securities then heldby each such holder who has requested that securities owned by them be so including in aregistration (provided that any such amount thereby allocated to any such holder thatexceeds such holder’s request shall be reallocated among the remaining requesting holders in a likemanner). Without limiting the foregoing, if the managing underwriter of any underwritten offeringshall advise KRH that the Registrable Securities covered by the registration statement cannot besold in such offering within a price range acceptable to KRH, then KRH may determine that theregistration statement should be abandoned or withdrawn, and upon notice thereof to theCorporation, the Corporation shall abandon or withdraw such registration statement. If KRH is notallowed to register all of the Registrable Securities requested to be included by KRH because ofallocations required by this section, KRH shall not be deemed to have exercised a registration forpurposes of Section 2(a).               (vii) Postponements in Requested Registrations.                    (1) If upon receipt of a registration request, the Corporation shall furnish to KRH acertificate signed by the CEO or any other Senior Officer stating that the Corporation has pendingor in process a material transaction (the “Transaction Delay Notice”), the disclosure ofwhich would, in the good faith judgment of the Board, after consultation with its outside counsel,materially and adversely affect such transaction and that the filing of a registration statementwould require disclosure of such material transaction within 48 hours of such receipt of suchrequest, the Corporation shall not be required to comply with its obligations under Section 2(a)(i)until 60 days after KRH’s receipt of such notice.                    (2) Notwithstanding the foregoing provisions of this Section 2(a)(vii), the Corporation shallbe entitled to serve only one Transaction Delay Notice within any period of 365 consecutive days.               (viii) Suspension of Registration Statement. If, at any time when a registrationstatement effected pursuant to Section 2(a)(i) hereunder relating to Registrable Securities iseffective and a prospectus relating thereto is required to be delivered under the Securities Actwithin the appropriate period mentioned in Section 2(d)(ii) hereunder, the Corporation becomesaware that the prospectus included in such registration statement, as then in effect, includes anuntrue statement of a material fact or omits to state a material fact required to be stated thereinor necessary to make the statements therein not misleading in the light of the circumstances thenexisting, to the extent that the amendment or supplement to such prospectus are necessary tocorrect such untrue statement of a material fact or omission to state a material fact would requiredisclosure of material information which the Corporation has a bona fide business purpose forpreserving as confidential and the Corporation provides KRH written notice thereof promptly afterthe Corporation makes such determination, KRH shall suspend sales of Registrable Securitiespursuant to such registration statement and the Corporation
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shall not be required to comply withits obligations under Section 2(d)(vi) until the earlier of (a) the date upon which such materialinformation is disclosed to the public or ceases to be material or (b) 60 days after KRH’s receiptof such written notice. If KRH’s disposition of Registrable Securities is discontinued pursuant tothe foregoing sentence, unless the Corporation thereafter extends the effectiveness of theregistration statement for so long as necessary to permit the dispositions of all RegistrableSecurities covered thereby, the registration statement shall not be counted for purposes ofdetermining the number of registrations permitted under Section 2(a)(ii) hereof.               (ix) Additional Rights. The Corporation shall not, at any time, grant to any otherholders of Shares (or securities that are convertible, exchangeable or exercisable into Shares orother Equity Interests) any rights to request the Corporation to effect the registration under theSecurities Act of any such Shares (or any such securities) on terms more favorable to such holdersthan the terms set forth in this Section 2(a).          (b)Incidental Registrations.               (i) Right to Piggyback. If the Corporation or any other Person that has demandregistration rights (a “Third Party Registrant”) at any time after the expiration of anyunderwriter lock-up period applicable to the IPO proposes to register equity securities under theSecurities Act (other than a registration on Form S-4 or S-8, or any successor or other formspromulgated for similar purposes), whether or not for sale for its own account, in a manner whichwould permit registration of Registrable Securities for sale to the public under the SecuritiesAct, the Corporation will, at each such time, give prompt written notice to KRH of its intention todo so and of KRH’s rights under this Agreement. Upon the written request of KRH made within15 days after the receipt of any such notice (which request shall specify the RegistrableSecurities intended to be disposed of by KRH), the Corporation will use its reasonable best effortsto effect the registration under the Securities Act of all Registrable Securities which theCorporation has been so requested to register by KRH; provided, however, that(a) if, at any time after giving written notice of its intention to register any securities andprior to the effective date of the registration statement filed in connection with suchregistration, the Corporation or such Third Party Registrant shall determine for any reason not toproceed with the proposed registration of the securities to be sold by it, the Corporation may, atits election, give written notice of such determination to KRH and, thereupon, shall be relieved ofits obligation to register any Registrable Securities in connection with such terminatedregistration (but not from its obligation to pay the Registration Expensesin connection therewith), and (b) if such registration involves an underwritten offering, KRHshall enter into an agreement with the underwriters to sell their Registrable Securities to theunderwriters selected by the Corporation or such Third Party Registrant on substantially the sameterms and conditions as apply to the Corporation or such Third Party Registrant, with suchdifferences, including any with respect to indemnification and liability insurance, as may becustomary or appropriate in combined primary and
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secondary offerings. Notwithstanding theforegoing, if a registration requested pursuant to this Section 2(b) involves an underwrittenpublic offering, KRH may elect, in writing prior to the effective date of the registrationstatement filed in connection with such registration, not to register all or any part of itsRegistrable Securities in connection with such registration. The registrations provided for inthis Section 2(b) are in addition to, and not in lieu of, registrations made in accordance withSection 2(a).               (ii) Expenses. The Corporation will pay all Registration Expenses in connection witheach registration of Registrable Securities requested pursuant to this Section 2(b).               (iii) Priority in Incidental Registrations. If a registration pursuant to thisSection 2(b) involves an underwritten offering and the managing underwriter advises the Corporationin writing that, in its opinion, the number of Registrable Securities requested to be included insuch registration would be likely to have an Adverse Effect on such offering, then the Corporationshall include in such registration: (a) first, 100% of the securities which theCorporation or the Third Party Registrant proposes to sell; (b) second, the amount ofRegistrable Securities which KRH has requested to be included in such registration; and(c) third, the amount of Registrable Securities which the other holders of RegistrableSecurities have requested to be included in the registration. If such managing underwriter advisesthe Corporation that only a portion of such Registrable Securities in any of clauses (b) and (c)may be included in such registration without such Adverse Effect, the Corporation shall includeRegistrable Securities from the holders of Registrable Securities in such clauses on a pro ratabasis based on the relative amount of Registrable Securities then held by each such holder(provided, that any such amount thereby allocated to any such holder that exceeds suchholder’s request shall be reallocated among the remaining requesting holders in like manner).          (c) Mandatory Registration.               (i) Corporation Registration. On the first Business Day following the one yearanniversary of the closing of the IPO, the Corporation shall file with the SEC a resaleregistration statement on any registration statement form that is available to the Corporation atsuch time, for the registration under the Securities Act of the resale of all outstandingRegistrable Securities held by KRH that have not been previously and then registered.Additionally, the Corporation shall file, within 20 daysafter the issuance of additional Registrable Securities to KRH, in the future with the SEC aresale registration statement on any registration statement form that is available to theCorporation at such time for the registration under the Securities Act of the resale of such newlyissued Registrable Securities.
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               (ii) Expenses. The Corporation will pay all Registration Expenses in connection withthe registration of Registrable Securities pursuant to this Section 2(c).               (iii) Effective Registration Statement. The Corporation shall use its reasonable best effortsto cause the registration statement required to be filed pursuant to this Section 2(c) to becomeeffective and remain effective in compliance with the provisions of the Securities Act with respectto the disposition of all Registrable Securities or registration statements with respect toRegistrable Securities issued to KRH in the future covered by such registration statement until theearlier of (x) such time as all such Registrable Securities have been disposed of in accordancewith the intended methods of disposition thereof set forth in such registration statement or (y)such time as all Registrable Securities held by KRH are eligible to be sold pursuant to Rule 144(d)promulgated under the Securities Act, or any successor provisions thereto.          (d) Registration Procedures. If and whenever the Corporation is required to use its reasonablebest efforts to cause the registration of any Registrable Securities under the Securities Act asprovided in this Agreement, the Corporation will, as expeditiously as possible:               (i) (A) with respect to any registration under Section 2(a), prepare and, in any event within20 days of the date on which the Corporation first received a request from KRH pursuant to Section2(a)(i), file with the SEC a registration statement with respect to such Registrable Securities anduse its reasonable best efforts to cause such registration statement to become effective within90 days of the initial filing, and (B) with respect to any registration under Section 2(b) andsubject to the Corporation’s rights set forth in Section 2(b), use its reasonable best efforts tofile with the SEC a registration statement with respect to such Registrable Securities and use itsreasonable best efforts to cause such registration statement to become effective within 90 days ofthe initial filing, and (C) with respect to any registration under Section 2(c), use its reasonablebest efforts to file with the SEC a registration statement with respect to such RegistrableSecurities and use its reasonable best efforts to cause such registration statement to becomeeffective within 90 days of the initial filing; provided, however, that beforefiling a registration statement or prospectus or any amendments or supplements thereto (includingdocuments that would be incorporated or deemed to be incorporated therein by reference) theCorporation will furnish to the holders holding Registrable Securities covered by such registrationstatement, counsel for the holders of theRegistrable Securities being registered and the managing underwriters, if any, copies of allsuch documents proposed to be filed, which documents will be subject to the review of such holders,such special counsel and such underwriters, and the Corporation will not file any such registrationstatement or amendment thereto or any prospectus or any supplement thereto (excluding suchdocuments that, upon filing, will be incorporated or deemed to be incorporated by referencetherein) to which the holders of a majority of the
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Registrable Securities covered by suchregistration statement or the managing underwriter, if any, shall reasonably object;               (ii) prepare and file with the SEC such amendments and supplements to such registrationstatement and the prospectus used in connection therewith as may be necessary to keep suchregistration statement effective in accordance with Section 2(a) and to comply with the provisionsof the Securities Act and the Exchange Act with respect to the disposition of all securitiescovered by such registration statement during such period in accordance with the intended methodsof disposition by the seller or sellers thereof set forth in such registration statement;provided, however, that before filing a registration statement or prospectus, orany amendments or supplements thereto in accordance with Section 2(d)(i) or this Section 2(d)(ii),the Corporation will furnish to counsel for the holders of the Registrable Securities beingregistered copies of all documents proposed to be filed, which documents will be subject to thereview of such counsel;               (iii) furnish to each holder of Registrable Securities being registered such number of copiesof such registration statement and of each amendment and supplement thereto (in each case includingall exhibits filed therewith, including any documents incorporated by reference), such number ofcopies of the prospectus included in such registration statement (including each preliminaryprospectus and summary prospectus), in conformity with the requirements of the Securities Act, andsuch other documents as such seller may reasonably request in order to facilitate the dispositionof the Registrable Securities by such holder;               (iv) use its reasonable efforts to register or qualify such Registrable Securities covered bysuch registration in such jurisdictions as each holder of Registrable Securities being registeredshall reasonably request, and do any and all other acts and things which may be reasonablynecessary or advisable to enable such holder to consummate the disposition in such jurisdictions ofthe Registrable Securities owned by such holder, except that the Corporation shall not for any suchpurpose be required to qualify generally to do business as a foreign corporation in anyjurisdiction where, but for the requirements of this Section 2(d)(iv), it would not be obligated tobe so qualified, to subject itself to taxation in any such jurisdiction or to consent to generalservice of process in any such jurisdiction;               (v) use its reasonable best efforts to cause such Registrable Securities covered by suchregistration statement to be registered with or approved by such other Governmental Authorities asmay be necessary to enable the holders thereof to consummate the disposition of such RegistrableSecurities;               (vi) notify each holder of any such Registrable Securities covered by such registrationstatement, at any time when a prospectus relating thereto is
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required to be delivered under theSecurities Act, of the Corporation’s becoming aware that the prospectus included in suchregistration statement, as then in effect, includes an untrue statement of a material fact or omitsto state a material fact required to be stated therein or necessary to make the statements thereinnot misleading in the light of the circumstances then existing, and at the request of any suchholder, prepare and furnish to such holder a reasonable number of copies of an amended orsupplemental prospectus as may be necessary so that, as thereafter delivered to the holders of suchRegistrable Securities, such prospectus shall not include an untrue statement of a material fact oromit to state a material fact required to be stated therein or necessary to make the statementstherein not misleading in the light of the circumstances then existing;               (vii) otherwise use its reasonable best efforts to comply with all applicable rules andregulations of the SEC and make available to its security holders, as soon as reasonablypracticable (but not more than 18 months) after the effective date of the registration statement,an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act;               (viii) use its reasonable best efforts to cause all Registrable Securities covered by suchregistration statement to be (a) listed on each stock exchange or automated quotation system, ifany, on which securities issued by the Corporation of the same class are then listed or, if no suchsecurities issued by the Corporation are then so listed, on the New York Stock Exchange (the“NYSE”) or another nationally stock exchange, if the securities qualify to be so listed or(b) on the Nasdaq Stock Market of the Nasdaq Global Market (“NASDAQ”) or another nationallyrecognized automated quotation system, if the securities qualify to be so quoted;               (ix) as needed, (a) engage an appropriate transfer agent and provide the transfer agent withprinted certificates for the Registrable Securities in a form eligible for deposit with TheDepository Trust Company and (b) provide a CUSIP number for the Registrable Securities;               (x) enter into such customary agreements (including an underwriting agreement in customaryform), which may include indemnification provisions in favor of underwriters and other Persons inaddition to or in substitution for the provisions of Section 2(g) hereof, and take such otheractions as holders of a majorityof shares of such Registrable Securities or the underwriters, if any, reasonably requested inorder to expedite or facilitate the disposition of such Registrable Securities;               (xi) obtain a “cold comfort” letter or letters from the Corporation’s independent publicaccountants in customary form and covering matters of the type customarily covered by “coldcomfort” letters as the holders of a majority of shares of such Registrable Securities shallreasonably request;
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               (xii) make available for inspection by any holder of such Registrable Securities covered bysuch registration statement, by any underwriter participating in any disposition to be effectedpursuant to such registration statement and by any attorney, accountant or other agent retained byany such holder or any such underwriter, all pertinent financial and other records, pertinentcorporate documents and properties of the Corporation, and cause all of the Corporation’s officers,directors and employees to supply all information reasonably requested by any such seller,underwriter, attorney, accountant or agent in connection with such registration statement;               (xiii) notify counsel for the holders of Registrable Securities included in such registrationstatement and the managing underwriter or agent, immediately, and confirm the notice in writing(a) when the registration statement, or any post-effective amendment to the registration statement,shall have become effective, or any supplement to the prospectus or any amendment to the prospectusshall have been filed, (b) of the receipt of any comments from the SEC, (c) of any request of theSEC to amend the registration statement or amend or supplement the prospectus or for additionalinformation, and (d) of the issuance by the SEC of any stop order suspending the effectiveness ofthe registration statement or of any order preventing or suspending the use of any prospectus, orof the suspension of the qualification of the registration statement for offering or sale in anyjurisdiction, or of the institution or threatening of any proceedings for any of such purposes;               (xiv) make every reasonable effort to prevent the issuance of any stop order suspending theeffectiveness of the registration statement or of any order preventing or suspending the use of anyprospectus and, if any such order is issued, to obtain the withdrawal of any such order at theearliest possible moment;               (xv) if requested by the managing underwriter or agent or any holder of Registrable Securitiescovered by the registration statement, promptly incorporate in a prospectus supplement orpost-effective amendment such information as the managing underwriter or agent or such holderreasonably requests to be included therein, including, with respect to the number of RegistrableSecurities being sold by such holder to such underwriter or agent, the purchase price being paidtherefor by such underwriter or agent and with respect to any other terms of the underwrittenoffering of the Registrable Securities to be sold in such offering; and make all required filingsof such prospectus supplement or post-effective amendment as soon as practicable after beingnotified of the matters incorporated in such prospectus supplement or post-effective amendment;               (xvi) cooperate with the holders of Registrable Securities covered by the registrationstatement and the managing underwriter or agent, if any, to facilitate the timely preparation anddelivery of certificates (not bearing any restrictive legends) representing securities to be soldunder the registration statement, and enable
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such securities to be in such denominations andregistered in such names as the managing underwriter or agent, if any, or such holders may request;               (xvii) use its reasonable best efforts to obtain for delivery to the holders of RegistrableSecurities being registered and to the underwriter or agent an opinion or opinions from counsel forthe Corporation in customary form and in form, substance and scope reasonably satisfactory to suchholders, underwriters or agents and their counsel; and               (xviii) cooperate with each holder of Registrable Securities being registered and eachunderwriter or agent participating in the disposition of such Registrable Securities and theirrespective counsel in connection with any filings required to be made with the NYSE, NASDAQ or anyother stock exchange or automated quotation system and the NASD.          (e) Information Supplied. The Corporation may require each holder of Registrable Securitiesbeing registered to furnish the Corporation with such information regarding such holder andpertinent to the disclosure requirements relating to the registration and the distribution of suchsecurities as the Corporation may from time to time reasonably request in writing.          (f) Restrictions on Disposition. KRH agrees that, upon receipt of any notice from theCorporation of the happening of any event of the kind described in Section 2(d)(vi), KRH willforthwith discontinue disposition of Registrable Securities pursuant to the registration statementcovering such Registrable Securities until KRH’s receipt of the copies of the supplemented oramended prospectus contemplated by Section 2(d)(vi), and, if so directed by the Corporation, KRHwill deliver to the Corporation (at the Corporation’s expense) all copies, other than permanentfile copies then in KRH’s possession, of the prospectus covering such Registrable Securitiescurrent at the time of receipt of such notice. In the event the Corporation shall give any suchnotice, the period mentioned in Section 2(a)(iv) shall be extended by the number of days during theperiod from and including the date of the giving of such notice pursuant to Section 2(d)(vi) and toand including the date wheneach seller of Registrable Securities covered by such registration statement shall have receivedthe copies of the supplemented or amended prospectus contemplated by Section 2(d)(vi).          (g)Indemnification.               (i) In the event of any registration of any securities of the Corporation under the SecuritiesAct pursuant to this Section 2, the Corporation shall indemnify and hold harmless the holder of anyRegistrable Securities covered by such registration statement, each Affiliate of such holder andtheir respective directors, officers, employees and stockholders or members or general and limitedpartners (and
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any director, officer, Affiliate, employee, stockholder and Controlling Person of anyof the foregoing), each Person who participates as an underwriter in the offering or sale of suchsecurities and each other Person, if any, who Controls such holder or any such underwriter withinthe meaning of the Securities Act (collectively, the “Registration Indemnified Parties”),against any and all losses, claims, damages or liabilities, joint or several, actions orproceedings (whether commenced or threatened) in respect thereof and expenses (including reasonableattorney’s fees and reasonable expenses of investigation) to which such Registration IndemnifiedParty may become subject under the Securities Act (“Losses”), state law or otherwise,insofar as such Losses arise out of, relate to or are based upon (a) any untrue statement oralleged untrue statement of any material fact contained in any registration statement under whichsuch securities were registered under the Securities Act, any preliminary, final or summaryprospectus contained therein, or any amendment or supplement thereto, or (b) any omission oralleged omission to state therein a material fact required to be stated therein or necessary tomake the statements therein (in the case of a prospectus, in light of the circumstances under whichthey were made) not misleading, or (c) any violation or alleged violation by the Corporation of theSecurities Act, the Exchange Act, any state securities law, or any rule or regulation promulgatedunder the Securities Act, the Exchange Act or any state securities law; provided, that theCorporation shall not be liable to any Registration Indemnified Party in any such case to theextent, but only to the extent, that any such Losses or expenses arise out of, relate to or arebased upon any untrue statement or alleged untrue statement or omission or alleged omission made insuch registration statement or amendment or supplement thereto or in any such preliminary, final orsummary prospectus in reliance upon and in conformity with written information furnished to theCorporation by or on behalf of such holder specifically for use in the preparation thereof; and,provided, further, that the Corporation will not be liable in any such case to theextent, but only to the extent, that the foregoing indemnity with respect to any untrue statementcontained in or omitted from a registration statement or the prospectus shall not inure to thebenefit of any party (or any Person Controlling such party) who is obligated to deliver aprospectus in transactions in a security as to which a registration statement has been filedpursuant tothe Securities Act and from whom the Person asserting any such Losses purchased any of theRegistrable Securities to the extent that it is finally judicially determined that Losses resultedfrom the fact that such party sold Registrable Securities to a Person to whom there was not sent orgiven, at or prior to the written confirmation of such sale, a copy of the registration statementor the prospectus, as amended or supplemented, and (x) the Corporation shall have previously andtimely furnished sufficient copies of the registration statement or prospectus, as so amended orsupplemented if required under the Securities Act, to such party in accordance with this Agreementand (y) the registration statement or prospectus, as so amended or supplemented, would havecorrected such untrue statement or omission of a material fact. Such indemnity shall remain infull force and effect regardless of any investigation made by or on behalf of any RegistrationIndemnified Party and shall survive the Transfer of securities by any holder.
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               (ii) The Corporation may require, as a condition to including any Registrable Securities inany registration statement filed in accordance with Sections 2(a), 2(b) or 2(c) herein, that itshall have received an undertaking reasonably satisfactory to it from the selling holder of suchRegistrable Securities or any underwriter to indemnify and hold harmless (in the same manner and tothe same extent as set forth in Section 2(g)(i)) the Corporation and all other selling holders orany underwriter, as the case may be, with respect to any untrue statement or alleged untruestatement in or omission or alleged omission from such registration statement, any preliminary,final or summary prospectus contained therein, or any amendment or supplement thereto, if suchuntrue statement or alleged untrue statement or omission or alleged omission was made in relianceupon and in conformity with written information furnished to the Corporation by or on behalf ofsuch selling holder specifically for inclusion in such registration statement, preliminary, finalor summary prospectus or amendment or supplement, or a document incorporated by reference into anyof the foregoing. Such indemnity shall remain in full force and effect regardless of anyinvestigation made by or on behalf of the Corporation or any of the selling holders, or any oftheir respective Affiliates, directors, officers or Controlling Persons and shall survive theTransfer of securities by any holder. In no event shall the liability of any selling holder ofRegistrable Securities hereunder be greater in amount than the dollar amount of the net proceeds(before taxes) received by such holder upon the sale of the Registrable Securities giving rise tosuch indemnification obligation.               (iii) Promptly after receipt by a Registration Indemnified Party hereunder of written noticeof the commencement of any action or proceeding with respect to which a claim for indemnificationmay be made pursuant to this Section 2(g), such Registration Indemnified Party will, if a claim inrespect thereof is to be made against the Corporation, give written notice to the Corporation ofthe commencement of such action or proceeding; provided, however, that the failureof the Registration Indemnified Party to give notice as provided herein shall not relieve theCorporation of its obligations under this Section 2(g), except to the extent that the Corporationis materially prejudiced by such failure to give notice. In case any such action or proceedingis brought against a Registration Indemnified Party, unless in such RegistrationIndemnifiedParty’s reasonable judgment (after consultation with legal counsel) a bona fide conflict ofinterest between such Registration Indemnified Party and the Corporation may exist in respect ofsuch action or proceeding, the Corporation will be entitled to participate in and to assume thedefense thereof (at its expense) with counsel reasonably satisfactory to such RegistrationIndemnified Party, and after notice from the Corporation to such Registration Indemnified Party ofits election so to assume the defense thereof, the Corporation will not be liable to suchRegistration Indemnified Party for any legal or other expenses subsequently incurred by theRegistration Indemnified Party in connection with the defense thereof other than reasonable costsof investigation; provided, however, in the event the Corporation declines or failsto assume the defense of the action or proceeding or to employ counsel reasonably satisfactory tothe Registration
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Indemnified Party, in either case within a 30-day period, or if a court ofcompetent jurisdiction determines that the Corporation is not vigorously defending such action orproceeding, or if there is a bona fide conflict of interest between the Corporation and theRegistration Indemnified Party, then such Registration Indemnified Party may employ counsel torepresent or defend it in any such action or proceeding and the Corporation shall pay thereasonable fees and disbursements of such counsel or other representative as incurred;provided, further, however, that the Corporation shall not be required topay the fees and disbursements of more than one counsel for all Registration Indemnified Parties inany jurisdiction in any single action or proceeding. The Corporation will not settle any suchaction or proceeding or consent to the entry of any judgment without the prior written consent ofthe Registration Indemnified Party, unless such settlement or judgment (a) includes as anunconditional term thereof the giving by the claimant or plaintiff of a release to suchRegistration Indemnified Party from all liability in respect of such action or proceeding and(b) does not involve the imposition of equitable remedies or the imposition of any obligations onsuch Registration Indemnified Party and does not otherwise adversely affect such RegistrationIndemnified Party, other than as a result of the imposition of financial obligations for which suchRegistration Indemnified Party will be indemnified hereunder. No Registration Indemnified Partywill settle any such action or proceeding or consent to the entry of any judgment without the priorwritten consent of the Corporation (such consent not to be unreasonably withheld).               (iv) (1) If the indemnification provided for in this Section 2(g) from the Corporation isunavailable to a Registration Indemnified Party hereunder in respect of any Losses or expensesreferred to herein, then the Corporation, in lieu of indemnifying such Registration IndemnifiedParty, shall contribute to the amount paid or payable by such Registration Indemnified Party as aresult of such Losses or expenses in such proportion as is appropriate to reflect the relativefault of the Corporation and Registration Indemnified Party in connection with the actions orproceedings which resulted in such Losses or expenses, as well as any other relevant equitableconsiderations. The relative fault of the Corporation and RegistrationIndemnified Party shall be determined by reference to, among other things, whether any actionor proceeding in question, including any untrue or alleged untrue statement of a material fact oromission or alleged omission to state a material fact, has been made by, or relates to informationsupplied by, the Corporation or Registration Indemnified Party, and the parties’ relative intent,knowledge, access to information and opportunity to correct or prevent such action or proceeding.The amount paid or payable by a party under this Section 2(g)(iv) as a result of the Losses andexpenses referred to above shall be deemed to include any legal or other fees or expensesreasonably incurred by such party in connection with any action or proceeding.                    (2) The parties hereto agree that it would not be just and equitable if contribution pursuantto this Section 2(g)(iv) were determined by pro rata allocation or by any other method ofallocation which does not take account of the
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equitable considerations referred to in Section2(g)(iv)(1). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)of the Securities Act) shall be entitled to contribution from any Person who was not guilty ofsimilar fraudulent misrepresentation.               (v) Indemnification similar to that specified in this Section 2(g) (with appropriatemodifications) shall be given by the Corporation with respect to any required registration or otherqualification of securities under any law or with any Governmental Authority other than as requiredby the Securities Act.               (vi) The obligations of the parties under this Section 2(g) shall be in addition to anyliability which any party may otherwise have to any other party and shall survive until theexpiration of the applicable statutes of limitations (including any waivers or extensions thereof)with respect to any such registrations made hereunder.          (h) Required Reports. The Corporation covenants that it will timely file the reports requiredto be filed by it under the Securities Act and the Exchange Act, and it will take such furtheraction as KRH may reasonably request, all to the extent required from time to time to enable KRH tosell Registrable Securities without registration under the Securities Act within the limitation ofthe exemptions provided by (a) Rule 144, or (b) any similar rule or regulation hereafter adopted bythe SEC. Upon the request of KRH, the Corporation will deliver to KRH a written statement as towhether it has complied with such requirements.          (i) Holdback Agreement. If any registration under Sections 2(a), 2(b), or 2(c) hereof or anysale of securities in connection with a registration under Section 2(a) hereof shall be inconnection with an underwritten public offering, each holder of Registrable Securities included insuch registration agrees not to effect any public sale or distribution, including any sale pursuant toRule 144, of any Equity Interests of the Corporation (in each case, other than as part of suchunderwritten public offering), within 30 days before, or 90 days (or such lesser period as themanaging underwriters may permit or such longer periods as required by applicable law, providedthat in any such case KRH is similarly so released or subject to a longer period pro rata basedupon the relative number of Registrable Securities owned at such time) after, the effective date ofany such registration pursuant to Sections 2(a), 2(b) or 2(c) (except as part of any suchregistration or sale), and the Corporation hereby also so agrees and agrees to cause each otherholder of Shares or other Equity Interests purchased from the Corporation (at any time other thanin a public offering) to so agree.          (j) Termination of Rights, Except for indemnification rights provided in Section 2(g), whichshall be governed in accordance with Section 2(g)(vi), the rights granted to KRH in this Section 2shall terminate and forthwith become null and void in
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full on the earliest date on which KRH andits respective Affiliates cease to beneficially own any Shares or other Equity Interests.          (k) No Inconsistent Agreement. The Corporation shall not enter into, or cause or permit any ofits Subsidiaries to enter into, any agreement which conflicts with or limits or prohibits theexercise of the rights granted to KRH in this Section 2.     3. Miscellaneous.          (a) Agreement to Cooperate**;**Further Assurances. In case at any time any further action isnecessary or desirable to carry out the purposes of this Agreement, the proper officers anddirectors and KRH and its respective Affiliates shall execute such further documents and shall takesuch further action as shall be necessary or desirable to carry out the purposes of this Agreement,in each case to the extent not inconsistent with applicable law.          (b) Amendments. Except as otherwise expressly provided in this Agreement, amendments to thisAgreement shall require approval of the Corporation and KRH.          (c) Injunctive Relief The Corporation and KRH acknowledge and agree that a violation of any of the terms of thisAgreement may cause KRH and the Corporation, as the case may be, irreparable injury for which anadequate remedy at law is not available. Accordingly, it is agreed that KRH and the Corporationwill each be entitled to seek an injunction, restraining order or other equitable relief to preventbreaches of the provisions of this Agreement and to enforce specifically the terms and provisionshereof in any court of competent jurisdiction, in addition to any other remedy to which they may beentitled at law or, equity. Nothing stated herein shall limit any other remedies provided underthis Agreement or available to the parties at law or in equity.          (d) Successors, Assigns and Transferees. The provisions of this Agreement will be binding uponand will inure to the benefit of the parties hereto and their respective successors and PermittedTransferees, and nothing in this Agreement, express or implied, is intended to or shall confer uponany other Person, including but not limited to any creditor of the Corporation or its Subsidiaries,any right, benefit, or remedy of any nature by reason of this Agreement. An assignment of therights, interests or obligations hereunder, including but not limited to an assignment by operationof law, shall be null and void unless a provision of this Agreement specifically provides otherwiseor the Corporation gives its prior written consent therefor.          (e) Notices. Any written notice required or permitted to be delivered pursuant to thisAgreement shall be in writing and shall be deemed delivered: (a) upon
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delivery if delivered inperson; (b) upon transmission if sent via telecopier, with electronic confirmation of receipt;(c) one Business Day after deposit with a nationally recognized courier service, providedthat confirmation of such overnight delivery is received by the sender; and (d) upon transmissionif sent via e-mail, with a confirmation copy sent via telecopier on the same day with electronicconfirmation of receipt. Notices to the Corporation or to KRH shall be delivered to theCorporation or KRH as set forth in Exhibit A, as it may be revised from time to time. Anyparty may change its address for notices by giving written notice of the new address to the otherparties in accordance with this section, but any element of such party’s address that is not newlyprovided in such notice shall be deemed not to have changed.          (f) Integration. This Agreement contains the exclusive, entire and final understanding of theparties with respect to the subject matter hereof. There are no agreements, representations,warranties, covenants or undertakings with respect to the subject matter hereof other than thoseexpressly set forth herein. Except as expressly set forth herein, this Agreementsupersedes all other prior agreements, discussions, negotiations, communications and understandingsbetween the parties with respect to such subject matter hereof. No party has relied on anystatement, representation, warranty, or promise not expressly contained in this Agreement inconnection with this transaction.          (g) Severability. If one or more of the provisions, paragraphs, words, clauses, phrases orsentences contained herein, or the application thereof in any circumstances, is held invalid,illegal or unenforceable in any respect for any reason, then such provision, paragraph, word,clause, phrase or sentence shall be deemed restated to reflect the original intention of theparties as nearly as possible in accordance with applicable law and the remainder of thisAgreement. The legality and enforceability of any such provision, paragraph, word, clause, phraseor sentence in every other respect and of the remaining provisions, paragraphs, words, clauses,phrases or sentences hereof will not be in any way impaired, it being intended that allobligations, rights, powers and privileges of the Corporation and KRH will be enforceable to thefullest extent permitted by law. Upon such determination of invalidity, illegality orunenforceability, the Corporation and KRH shall negotiate in good faith to amend this Agreement toeffect the original intent of KRH.          (h) Counterparts. This Agreement may be executed in one or more counterparts and by differentparties on separate counterparts, each of which will be deemed an original, but all of which willconstitute one and the same instrument. The parties agree that this Agreement shall be legallybinding upon the electronic transmission, including by facsimile or email, by each party of asigned signature page hereof to the other party.
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          (i) Governing Law; Submission to Jurisdiction.               (i) This Agreement is to be construed in accordance with and governed by the internal laws ofthe State of Delaware without giving effect to any choice of law rule that would cause theapplication of the laws of any jurisdiction other than the internal laws of the State of Delawareto the rights and duties of the parties.               (ii) Each party hereto agrees that any legal action or other legal proceeding relating to thisAgreement or the enforcement of any provision of this Agreement shall be brought or otherwisecommenced exclusively in any state or federal court located in Delaware or in New York, New York.Subject to the preceding sentence, each party thereto:                    (1) expressly and irrevocably consents and submits to the jurisdiction of each state andfederal court located in New York, New York (and each appellate court located in the State of NewYork) in connection with any such legal proceeding, including to enforce any settlement, order oraward;                    (2) consents to service of process in any such proceeding in any manner permitted by the lawsof the State of New York, and agrees that service of process by registered or certified mail,return receipt requested, at its address specified pursuant to Section 3(e) is reasonablycalculated to give actual notice;                    (3) agrees that each state and federal court located in New York, New York shall be deemed tobe a convenient forum;                    (4) waives and agrees not to assert (by way of motion, as a defense or otherwise), in any suchlegal proceeding commenced in any state or federal court located in New York, New York, any claimthat such party is not subject personally to the jurisdiction of such court, that such legalproceeding has been brought in an inconvenient forum, that the venue of such proceeding is improperor that this Agreement or the subject matter hereof or thereof may not be enforced in or by suchcourt; and                    (5) agrees to the entry of an order to enforce any resolution, settlement, order or award madepursuant to this Section 3(i) by the state and federal courts located in New York, New York and inconnection therewith hereby waives, and agrees not to assert by way of motion, as a defense, orotherwise, any claim that such resolution, settlement, order or award is inconsistent with orviolative of the laws or public policy of the laws of the State of New York or any otherjurisdiction.               (iii) In the event of any action or other proceeding relating to this Agreement or theenforcement of any provision of this Agreement, the prevailing party (as determined by the court)shall be entitled to payment by the non-prevailing
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party of all costs and expenses (includingreasonable attorneys’ fees) incurred by the prevailing party, including any costs and expensesincurred in connection with any challenge to the jurisdiction or the convenience or propriety ofvenue of proceedings before any state or federal court located in New York, New York.**[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]**
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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement tobe executed on its behalf as of the date first written above.      RHI ENTERTAINMENT, INC.