LEASE AND REAL ESTATE PURCHASE OPTION AGREEMENT
This LEASE AND REAL ESTATE PURCHASE OPTION AGREEMENT (the "Agreement") is made and
entered into this 3rd day of July, 2000 by and between COHU, INC., a Delaware corporation ("Cohu"), and
IPX CAMELBACK, LLC, an Arizona limited liability company ("IPX"), with reference to the Recitals below.
A. IPX is contemporaneously herewith executing a certain Purchase and Sale Agreement and Escrow
Instructions dated July 3, 2000 (the "Purchase Agreement") to acquire certain real property (the "Real Property")
located at 12365 Crosthwaite Circle, Poway, CA 92064 and which is legally described on Exhibit "A" hereto.
B. After acquiring the Real Property, IPX desires to lease the Real Property to Cohu in its capacity as a tenant
(the "Tenant") under the Lease (as defined below).
C. The parties are executing this Agreement in order to memorialize their understanding concerning the foregoing
NOW, THEREFORE, in consideration of the above Recitals and the mutual promises set forth herein, the parties
hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meanings provided below:
1.1 "1031 EXCHANGE" shall have the meaning given it in Section 12.11 below.
1.2 "ACQUISITION COSTS" shall mean the sum of: (i) the greater of (x) the purchase price paid by IPX to the
Seller to acquire the Real Property or (y) the outstanding principal balance under the Loan Agreement (as defined
Section 1.17 below), including accrued and unpaid interest and other unpaid fees and charges of Lender; (ii) all
sales, transfer or similar taxes, and all charges and closing costs paid by IPX in connection with its purchase of
the Real Property; (iii) all interest, charges and other fees incurred by IPX under the Loan Agreement which are
not paid as rent pursuant to the Lease or otherwise reimbursed to IPX by Cohu, and (iv) any and all
unreimbursed costs, liabilities and expenses (includ