IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
In re KNOLL, INC. CONSOLIDATED
SHAREHOLDERS LITIGATION C.A. No. 17052
ORDER AND FINAL JUDGMENT
The Stipulation and Agreement of Compromise, Settlement and Release,
September 21, 1999 (the "Stipulation"), of the above-captioned consolidated lawsuit (the
"Consolidated Action"), having been presented at the Settlement Hearing on November 3, 1999,
pursuant to the Scheduling Order for Approval of Settlement of Class Action entered herein on
September 28,1999 (the "Scheduling Order"), which Stipulation was joined and consented to
parties to the Consolidated Action and which (with the defined terms herein) is mcorporated
by reference; and the Court having determined that notice of said hearing was given in
with the Scheduling Order to members of the Class as certified by the Court in the
and that said notice was adequate and sufficient; and the parties having appeared by their
of record; and the attorneys for the respective parties having been heard in support of the
of the Consolidated Action, and an opportunity to be heard as provided in the notice; and
matter of the Settlement having been considered by the Court;
IT IS HEREBY ORDERED, ADJUDGED AND DECREED, this
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1 _.. >.-.`4*-' , 1999, as follows:
1. The Notice of Pendency of Class Action, Temporary and Proposed
Determination, Proposed Settlement of Class Action, Settlement Hearing and Right to Appear
"Notice") has been given to the Class (as defined hereinafter), pursuant to and in the
by the Scheduling Order, proof of the mailing of the Notice to the Class was filed with the
SNIPPETS:
"Consolidated Action"), having been presented at the Settlement Hearing on November 3, 1999,
September 28,1999, which Stipulation was joined and consented to by all
with the Scheduling Order to members of the Class as certified by the Court in the Scheduling
and that said notice was adequate and sufficient; and the parties having appeared by their
and the attorneys for the respective parties having been heard in support of the settlement
of the Consolidated Action, and an opportunity to be heard as provided in the notice;
Determination, Proposed Settlement of Class Action, Settlement Hearing and Right to Appear
"Notice") has been given to the Class, pursuant to and in the manner directed
The form and manner of the Notice is hereby determined to have been the best
requirements of Delaware Court of Chancery Rule 23, and it is further determined that all
the claims ofthe Plaintiffs are typical of the claims ofthe Class, and Plaintiffs have fairly
The Court finds that Plaintiffs and their counsel have adequately represented
Court of Chancery Rules have been satisfied;
a class consisting of all persons and entities who held shares of Knoll on or after March
their successors in interest, transferees and assigns, except the Defendants and any person,
Plaintiffs are hereby certified as Class representatives and their respective
The Settlement and all transactions preparatory or incident thereto are found to be
fair, reasonable and adequate and in the best interests of the Class, and it is hereby
Register in Chancery is directed to enter and docket this Order and Final Judgment in the
The Consolidated Action is hereby dismissed with prejudice as to all Defendants
and any of their respective present or former officers, directors, agents, attorneys,
parents, subsidiaries (including the directors and officers of such affiliates, parents and
, whether under state or federal law (except for claims for appraisal
in the Consolidated Action, or that arise now or relate in any way to, the acts, facts or
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