REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this “ Agreement ”) is entered into as of June 23, 2008 between RHI Entertainment, Inc., a Delaware corporation (the “ Corporation ”), and KRH Investments LLC, a Delaware limited liability company (“ KRH ”). The Corporation and KRH are parties to the Limited Liability Company Operating Agreement of RHI Entertainment Holdings II, LLC (“ Holdings II ”), dated June 23, 2008 (the “ LLC Agreement ”).

     The parties agree as follows:

     1.  Defined Terms; Interpretation.

          (a) Defined Terms . The following terms shall have the following meanings in this Agreement:

               “ Adverse Effect ” has the meaning set forth in Section 2(a)(vi) of this Agreement.

               “ Affiliate ” has the meaning set forth in the LLC Agreement.

               “ Agreement ” has the meaning set forth in the preamble of this Agreement.

               “ Board ” means the Board of Directors of the Corporation.

               “ Business Day ” means a day other than a Saturday, Sunday, federal holiday or other day on which commercial banks in New York, New York are authorized or required by law to close.

               “ CEO ” means the Chief Executive Officer of the Corporation.

               “ CFO ” means the Chief Financial Officer of the Corporation.

               “ Common Stock ” shall mean the Corporation’s common stock, par value $0.01 per share, and any securities into which such shares may hereinafter be reclassified.

               “ Control ” (including the terms “Controlling,” “Controlled by” and “under common Control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

               “ 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 of capital stock in the Corporation or securities convertible into, or exchangeable or exercisable for, 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 the rules 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 political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative 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 to the public in an offering pursuant to an effective registration statement (other than a registration statement on Form S-4 or S-8 or any similar or successor form) filed under the Securities Act, so that after giving effect to such offering, such shares of Common Stock are listed on one or more nationally recognized exchanges or quoted on one or more automated quotation systems, 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 this Agreement.

               “ 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 such statute.

               “ 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.

               “ Member ” means KRH and each Person that becomes a member, as contemplated in the LLC Act, of Holdings II in accordance with the provisions of the LLC Agreement and that has not ceased to be a Member as provided in Section 3.1(d) of the LLC Agreement, and each of such Member’s Permitted 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 or the 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, Governmental Authority or other entity or organization of any nature whatsoever or any Group of two or more of the foregoing.

               “ Registrable Securities ” means the Shares and any other securities issued or issuable with respect to or in exchange for the Shares. As to any particular Registrable Securities, such Shares and any other securities issued or issuable with respect to or in exchange for the Shares shall cease to be Registrable Securities when (i) a registration statement with respect to the sale of such Shares and any other securities issued or issuable with respect to or in exchange for the Shares shall have become effective under the Securities Act and such Shares and any other securities issued or issuable with respect to or in exchange for the Shares shall have been disposed of in accordance with such registration statement, (ii) such Shares and any other securities issued or issuable with respect to or in exchange for the Shares shall have been distributed to the public pursuant to Rule 144, or (iii) such Shares and any other securities issued or issuable with respect to or in exchange for the Shares shall have ceased to be outstanding.

               “ Registration Expenses ” means any and all expenses incident to performance of or compliance with Sections 2(a), 2(b), 2(c) and 2(d), including (i) all SEC and stock exchange or automated quotation system or NASD, Inc. registration, filing and listing fees, (ii) all fees and expenses of complying with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters in connection

with blue sky qualifications of the Registrable Securities), (iii) all printing, word processing, duplication, messenger and delivery expenses, (iv) all fees and expenses incurred in connection with the listing of the Registrable Securities on any stock exchange or automated quotation system pursuant to this Agreement, (v) the fees and disbursements of counsel for the Corporation and of its independent public accountants, including the expenses of any special audits or “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 the Members participating in such registration and reasonably satisfactory to the Corporation, (vii) any reasonable fees and disbursements of underwriters and their counsel customarily paid by the issuers or sellers of securities, including liability insurance if the Corporation so desires or if the underwriters so require, and the reasonable fees and expenses of any special experts retained in connection with any registration, but excluding underwriting discounts and commissions and transfer taxes, if any, and (viii) all reasonable expenses (including travel expenses) incurred in connection with any “road shows” (including the reasonable expenses of any applicable selling Member).

               “ Registration Indemnified Parties ” has the meaning set forth in Section 2(g)(i) of this Agreement.

               “ Rule 144 ” means Rule 144 (or any successor provision), as the same may be amended from time to time, under the Securities Act.

               “ SEC ” means the U.S. Securities and Exchange Commission or any other federal agency then 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 and regulations 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 to the exercise by KRH of its Exchange Right (as defined in the LLC Agreement) and their conversion or exchange rights as set forth in the Corporation’s Certificate of Incorporation.

               “ Subsidiary ” means, with respect to any Person, (i) a corporation a majority of whose capital stock with the general voting power under ordinary circumstances to vote in the election of directors of such corporation (irrespective of whether or not, at the time, any other class or classes of securities shall have, or might have, voting power by reason of the happening of any contingency) is at the time

beneficially owned by such Person, by one or more Subsidiaries of such Person or by such Person 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, in which such Person, one or more Subsidiaries thereof or such Person and one or more Subsidiaries thereof, directly or indirectly, at the date of determination thereof, beneficially own at least a majority ownership interest entitled to vote in the election of directors, managers or trustees thereof (or other Persons performing such functions) or act as the general partner or managing member of such other Person.

               “ Third Party Registrant ” has the meaning set forth in Section 2(b)(i) of this Agreement.

               “ Transaction Delay Notice ” has the meaning set forth in Section 2(a)(vii)(1) of this Agreement.

               “ Transfer ” (including the term “ Transferred ”) means, directly or indirectly, to sell, transfer, give, exchange, bequest, assign, pledge, encumber, hypothecate or otherwise dispose of, either voluntarily or involuntarily (including upon the foreclosure under any pledge or hypothecation permitted below that results in a change in title), any Equity Interests in the Corporation or other assets beneficially owned by a Person or any interest in any Equity Interests in 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 shall not 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 this Agreement will refer to this Agreement as a whole, including the Exhibits and Schedules attached hereto, and not to any particular provision of this Agreement. Articles, section and subsection references are to this Agreement unless otherwise specified.

               (ii) The words “include” and “including” and words of similar import when used in this Agreement 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 only and 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 both the singular and plural forms of such terms, Whenever the

context may require, any pronoun shall include the corresponding masculine, feminine and neuter 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 with the IPO, KRH may request in writing no earlier than 90 days prior to the expiration of such lock-up agreement, that the Corporation effect the registration for resale under the Securities Act of all or part of KRH’s Registrable Securities on a resale registration statement on Form S-1. Any such request will specify (a) the number of Registrable Securities proposed to be sold and (b) the intended method of disposition thereof. Subject to the other provisions of this Section 2(a), the Corporation shall promptly and as expeditiously as possible, use its reasonable best efforts to effect the registration under the Securities Act , but in no event prior to the expiration of such underwriter 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 Registrable Securities 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 Registrable Securities which have been requested to be included by holders of Registrable Securities other than KRH (“ Other Holder Registrable Securities ”).

               (ii)  Unlimited Registration Rights . The Corporation shall be required to effect any and all requests by KRH for the registration of Registrable Securities on Form S-1 pursuant to this Section 2(a).

               (iii)  Expenses . The Corporation will pay all Registration Expenses in connection with registrations pursuant to this Section 2(a).

               (iv)  Effective Registration Statement . A registration requested pursuant to this Section 2(a) will not be deemed to have been effected:

                    (1) unless a registration statement with respect thereto has become effective and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until the earlier of (x) such time as all of such Registrable

Securities have been disposed of in accordance with the intended methods of disposition thereof set forth in such registration statement or (y) 180 days after the effective date of such registration statement, except with respect to any registration statement filed pursuant to Rule 415 under the Securities Act, in which case the Corporation shall use its reasonable best efforts to keep such registration statement effective until such time as all of the Registrable Securities covered thereby cease to be Registrable Securities; provided , however , that if the failure of any such registration statement to become or remain effective in compliance with this Section 2(a)(iv)(1) is due solely to acts or omissions of KRH, such registration requested pursuant to 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 any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority and is not thereafter effective; or

                    (3) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by: (A) reason of a failure on the part of KRH; or (B) if the Registrable Securities covered by such registration cannot be sold within a price range acceptable to KRH.

               (v)  Underwritten Offering . At the election of KRH, a requested registration pursuant to this Section 2(a) may involve an underwritten offering, and, in such case, the investment bankers, underwriters and managers for such registration shall be selected by KRH in consultation with other holders of Registrable Securities being included in such registration pursuant to Section 2(a); provided , however , that such investment bankers, underwriters and managers shall be reasonably satisfactory to the Corporation.

               (vi)  Priority in Requested Registrations . If a requested registration pursuant to this Section 2(a) involves an underwritten offering and the managing underwriter advises the Corporation in writing that, in its opinion, the number of securities to be included in such registration would be likely to have an adverse effect on the price, timing or distribution of the securities 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 the managing underwriter believes can be sold in such offering without having an Adverse Effect allocated in the following order of priority: (a) first , all KRH Registrable Securities; (b) second , all Corporation Registrable Securities; and (c) third , all Other Holder Registrable Securities. If such managing underwriter advises the Corporation that only a portion of the Registrable Securities in any of clauses (a) through (c) above may be included in such registration without such Adverse Effect, the Corporation shall include the Registrable Securities from the holders of Registrable Securities in such clause on a pro rata basis based on the relative amount

of Registrable Securities then held by each such holder who has requested that securities owned by them be so including in a registration ( provided that any such amount thereby allocated to any such holder that exceeds such holder’s request shall be reallocated among the remaining requesting holders in a like manner). Without limiting the foregoing, if the managing underwriter of any underwritten offering shall advise KRH that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to KRH, then KRH may determine that the registration statement should be abandoned or withdrawn, and upon notice thereof to the Corporation, the Corporation shall abandon or withdraw such registration statement. If KRH is not allowed to register all of the Registrable Securities requested to be included by KRH because of allocations required by this section, KRH shall not be deemed to have exercised a registration for purposes of Section 2(a).

               (vii)  Postponements in Requested Registrations .

                    (1) If upon receipt of a registration request, the Corporation shall furnish to KRH a certificate signed by the CEO or any other Senior Officer stating that the Corporation has pending or in process a material transaction (the “ Transaction Delay Notice ”), the disclosure of which 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 statement would require disclosure of such material transaction within 48 hours of such receipt of such request, 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 shall be 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 registration statement effected pursuant to Section 2(a)(i) hereunder relating to Registrable Securities is effective and a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 2(d)(ii) hereunder, the Corporation becomes aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, to the extent that the amendment or supplement to such prospectus are necessary to correct such untrue statement of a material fact or omission to state a material fact would require disclosure of material information which the Corporation has a bona fide business purpose for preserving as confidential and the Corporation provides KRH written notice thereof promptly after the Corporation makes such determination, KRH shall suspend sales of Registrable Securities pursuant to such registration statement and the Corporation

shall not be required to comply with its obligations under Section 2(d)(vi) until the earlier of (a) the date upon which such material information is disclosed to the public or ceases to be material or (b) 60 days after KRH’s receipt of such written notice. If KRH’s disposition of Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Corporation thereafter extends the effectiveness of the registration statement for so long as necessary to permit the dispositions of all Registrable Securities covered thereby, the registration statement shall not be counted for purposes of determining the number of registrations permitted under Section 2(a)(ii) hereof.

               (ix)  Additional Rights . The Corporation shall not, at any time, grant to any other holders of Shares (or securities that are convertible, exchangeable or exercisable into Shares or other Equity Interests) any rights to request the Corporation to effect the registration under the Securities Act of any such Shares (or any such securities) on terms more favorable to such holders than 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 demand registration rights (a “ Third Party Registrant ”) at any time after the expiration of any underwriter lock-up period applicable to the IPO proposes to register equity securities under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, the Corporation will, at each such time, give prompt written notice to KRH of its intention to do so and of KRH’s rights under this Agreement. Upon the written request of KRH made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by KRH), the Corporation will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Corporation 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 and prior to the effective date of the registration statement filed in connection with such registration, the Corporation or such Third Party Registrant shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Corporation may, at its election, give written notice of such determination to KRH and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such terminated registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (b) if such registration involves an underwritten offering, KRH shall enter into an agreement with the underwriters to sell their Registrable Securities to the underwriters selected by the Corporation or such Third Party Registrant on substantially the same terms and conditions as apply to the Corporation or such Third Party Registrant, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and

secondary offerings. Notwithstanding the foregoing, if a registration requested pursuant to this Section 2(b) involves an underwritten public offering, KRH may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of its Registrable Securities in connection with such registration. The registrations provided for in this Section 2(b) are in addition to, and not in lieu of, registrations made in accordance with Section 2(a).

               (ii)  Expenses . The Corporation will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2(b).

               (iii)  Priority in Incidental Registrations . If a registration pursuant to this Section 2(b) involves an underwritten offering and the managing underwriter advises the Corporation in writing that, in its opinion, the number of Registrable Securities requested to be included in such registration would be likely to have an Adverse Effect on such offering, then the Corporation shall include in such registration: (a)  first , 100% of the securities which the Corporation or the Third Party Registrant proposes to sell; (b)  second , the amount of Registrable Securities which KRH has requested to be included in such registration; and (c)  third , the amount of Registrable Securities which the other holders of Registrable Securities have requested to be included in the registration. If such managing underwriter advises the 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 include Registrable Securities from the holders of Registrable Securities in such clauses on a pro rata basis 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 such holder’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 year anniversary of the closing of the IPO, the Corporation shall file with the SEC a resale r