0001193125-04-196749 Sample Contracts

FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • November 15th, 2004 • Knoll Inc • Miscellaneous furniture & fixtures • Delaware

This Director and Officer Indemnification Agreement, dated as of , 2004 (this “Agreement”), is made by and between Knoll, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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Underwriting Agreement
Underwriting Agreement • November 15th, 2004 • Knoll Inc • Miscellaneous furniture & fixtures • New York

Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of Knoll, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of common stock, $0.01 par value (“Stock”) of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).

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