X0303 4 2009-08-18 0 0000790818 X RITE INC XRIT 0001447892 OEPX, LLC C/O ONE EQUITY PARTNERS, 320 PARK AVENUE 18TH FLOOR NEW YORK NY 10022 0 0 1 0 0001448688 One Equity Partners III, L.P. 320 PARK AVENUE 18TH FLOOR NEW YORK NY 10022 0 0 1 0 0001448689 OEP General Partner III, L.P. 320 PARK AVENUE 18TH FLOOR NEW YORK NY 10022 0 0 1 0 0001266797 OEP HOLDING CORP 55 WEST MONROE ST CHICAGO IL 60603 0 0 1 0 Series A Preferred Stock 2009-08-18 4 P 0 25316.4809 A 25316.4809 D Common Stock 28571429 D Common Stock 83740 I See footnote Common Stock Warrant (right to buy) 0.01 2009-08-18 4 P 0 1 A Common Stock 4568527.88 1 D Pursuant to the Exchange Agreement, dated August 18, 2009, by and among X-Rite, Incorporated (the "Issuer"), OEPX, LLC ("OEPX"), Sagard Capital Partners, L.P., and Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund, L.P. and Tinicum Capital Partners II Executive Fund L.L.C. (the "Exchange Agreement"), OEPX acquired 25,316.48 shares of Series A Preferred Stock of the Issuer, par value $0.10 per share (the "Preferred Stock"), and a warrant (the "Warrant") providing OEPX the right, subject to receipt of shareholder approval as described in further detail below, to acquire 4,568,527.88 shares of Common Stock of the Issuer (the "Warrant Shares") at an initial exercise price of $0.01 per share (subject to anti-dilution adjustments) in exchange for the cancellation of $25,316,480.88 principal amount of loans under the Issuer's Second Lien Credit and Guaranty Agreement, dated October 24, 2007, as amended August 18, 2009. These shares of Preferred Stock were issued pursuant to the Exchange Agreement. The Preferred Stock issued to OEPX pursuant to the Exchange Agreement has an initial liquidation preference of $25,316,480.88 and pays quarterly dividends at an annual rate of 14.375%, which dividends may be paid in cash or in additional shares of Preferred Stock at the Issuer's election. The Issuer is required to redeem all of the then outstanding Preferred Stock on January 23, 2014. The Issuer may, in certain circumstances, pay a portion of the liquidation preference by delivering up to 4,568,527.88 shares of Common Stock of the Issuer (subject to anti-dilution adjustments). If the Warrant described in Table II becomes exercisable, this portion of the liquidation preference shall no longer be payable. The Preferred Stock is not convertible into shares of Common Stock of the Issuer. These securities are held by OEPX. The managing member of OEPX is of One Equity Partners III, L.P., a Cayman Islands limited partnership ("OEP"), of which the sole general partner is OEP General Partner III, L.P., a Cayman Islands limited partnership ("OEP GP"), of which the sole general partner is OEP Holding Corporation ("OEP Holding"), of which the sole stockholder is Bank One Investment Corporation, a Delaware corporation, of which the sole stockholder is JP Morgan Capital Corporation, a Delaware corporation, of which the sole stockholder is Banc One Financial LLC, a Delaware limited liability company, of which the sole member is JPMorgan Chase & Co., a Delaware corporation. These securities consist of 41,870 shares of restricted stock granted to each of David M. Cohen and Colin M. Farmer. Mr. Cohen and Mr. Farmer are officers of OEP Holding, which is the general partner of OEP GP, which is the general partner of OEP, which is the managing member of OEPX. These securities were granted to Mr. Farmer and Mr. Cohen pursuant to the X-Rite, Incorporated 2008 Long Term Incentive Plan in consideration of their service on the Board of Directors of the Issuer, and Mr. Farmer and Mr. Cohen hold these shares for the benefit of OEP. This Warrant was issued pursuant to the Exchange Agreement. OEPX's right to exercise the Warrant and receive the Warrant Shares is subject to receipt of shareholder approval ("Shareholder Approval") as set forth in the Exchange Agreement. Following the receipt of Shareholder Approval, the Warrant is exercisable by OEPX at any time. If Shareholder Approval is not obtained at the next shareholder meeting of the Issuer, the Warrant will automatically terminate. The Warrant will expire on the earlier of (i) the failure to receive Shareholder Approval and (ii) August 18, 2019. The inclusion of the Warrant herein shall not be deemed to be an admission that the Reporting Person beneficially owns such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. /s/ Colin Michael Farmer 2009-08-20