AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF COHU, INC.
We, the undersigned, CHARLES A. SCHWAN, the President, and JOHN H. ALLEN, the Secretary, of
COHU, INC., a corporation of the State of Delaware (hereinafter called the "Corporation"), do hereby certify as
FIRST: COHU, INC., a corporation of the State of Delaware, was originally incorporated under the name Cohu
Electronics, Inc., and its original certificate of incorporation was filed with the Secretary of State on January 2,
SECOND: That at a meeting of the Board of Directors, duly held and convened, the following Restated
Certificate of Incorporation of COHU, INC. ("Restated Certificate") was duly adopted by the directors in
accordance with Section 245 and 242 of the General Corporation Law of the State of Delaware. Said Restated
Certificate only restates and integrates and does not further amend the provisions of the Corporation's certificate
of incorporation as heretofore amended or supplemented, and there is no discrepancy between those provisions
and the provisions of the Restated Certificate. The duly adopted Restated Certificate is as follows:
FIRST: The name of the corporation is COHU, INC.
SECOND: The name and address of its registered agent is The Corporation Trust Company, 1209 Orange
Street, Wilmington, Delaware, 19801, located in New Castle County.
THIRD: The nature of the business, or objects or purposes to be transacted, promoted or carried on are:
To manufacture, sell and deal in electronic instruments and devices.
To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or
otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every
class and description.
To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and
property, and to undertake or assume the whole or any part of the obligations or liabilities of any perso