Letter Agreement between X-Rite and the Tinicum investors



 Exhibit 10.5 
 August 18, 2009 
 X-Rite,
Incorporated 
 4300 44th Street SE 
 Grand Rapids Michigan 49512
USA 
 Attention: Thomas J. Vacchiano Jr., Chief Executive Officer 
  

			
	Re:	  	Exchange Agreement, dated as of August 18, 2009 (the “Exchange Agreement”), among OEPX, LLC, a Delaware limited liability company, Sagard Capital Partners, L.P., a
Delaware limited partnership, Tinicum Capital Partners II, L.P., a Delaware limited partnership, Tinicum Capital Partners II Parallel Fund, L.P., a Delaware limited partnership, and Tinicum Capital Partners II Executive Fund, L.L.C., a Delaware
limited liability company.

 Ladies and Gentlemen: 
 Pursuant to the Exchange Agreement and as an inducement to the Company entering into the Exchange Agreement, the undersigned Investors agree that at the Shareholders’ Meeting, each of the undersigned Investors
will (i) appear, in person or by proxy, or otherwise cause all shares of Common Stock owned by such Investor at such time and that such Investor is entitled to vote (or cause to be voted) at the time of such vote to be counted as present for
purposes of determining a quorum and (ii) vote, or instruct to be voted (including by written consent, if applicable), all such shares of Common Stock in favor of the Shareholder Proposal. Capitalized terms not otherwise defined in this letter
agreement will have the meanings set forth in the Exchange Agreement. 
 This letter agreement may not be amended other than by a written
instrument executed by the undersigned Investors and the Company. This letter agreement represents the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior negotiations and understandings between
the parties with respect to such subject matter. This letter agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and will become effective when one or more counterparts have been signed
by each of the parties and delivered to the other party, it being understood that both parties need not sign the same counterpart. Facsimile signatures will, for all purposes of this letter agreement, be deemed to be originals and will be
enforceable as such. 
 This letter agreement shall be governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within such State. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan,
State of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The parties agree that irreparable damage would occur in the event that any of the provisions of this letter agreement were not performed in accordance
with their specific terms. It is accordingly agreed that the parties shall be entitled to seek specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at law or equity. 
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	Very truly yours,
	
	TINICUM CAPITAL PARTNERS II, L.P.
		
	By:	 	 Tinicum Lantern II L.L.C.,
 its general
partner

		
	By:	 	 /s/ Robert J. Kelly

	Name:	 	Robert J. Kelly
	Title:	 	Member
	
	TINICUM CAPITAL PARTNERS II PARALLEL FUND, L.P.
		
	By:	 	 Tinicum Lantern II L.L.C.,
 its general
partner

		
	By:	 	 /s/ Robert J. Kelly

	Name:	 	Robert J. Kelly
	Title:	 	Member
	
	TINICUM CAPITAL PARTNERS II EXECUTIVE FUND L.L.C.
		
	By:	 	 Tinicum Lantern II L.L.C.,
 its managing
member

		
	By:	 	 /s/ Robert J. Kelly

	Name:	 	Robert J. Kelly
	Title:	 	Member


  

			
	 Accepted and agreed as of
 the date first set
forth above:

	
	X-RITE, INCORPORATED
		
	By:	 	 /s/ Thomas J. Vacchiano Jr.

	Name:	 	Thomas J. Vacchiano Jr.
	Title:	 	Chief Executive Officer