This Indemnity Agreement (the "Agreement") is made and entered into as of this 3rd day of July, 2000, by and
between COHU, INC., a Delaware corporation (the "Indemnitor") and IPX CAMELBACK, LLC, an Arizona
limited liability company ("IPX") with reference to the following facts:
A. Indemnitor and IPX have entered into a certain Lease and Real Estate Purchase Option Agreement (the
"Lease and Option Agreement") of even date herewith whereby IPX has agreed to acquire certain real property
(the "Property") located at 12365 Crosthwaite Circle, Poway, California, 92064, and identified as the Anacomp
B. In fulfilling its obligations under the Lease and Option Agreement, IPX will be entering into a certain Purchase
and Sale Agreement and Escrow Instructions (the "Purchase Agreement") dated July 3, 2000
C. Certain liabilities or claims thereof may arise or be asserted against IPX solely by reason of its becoming a
party to the Purchase Agreement.
D. As a result of IPX entering into the Purchase Agreement, Indemnitor is willing to indemnify IPX for any loss
IPX may sustain by reason of such actions.
NOW THEREFORE, in consideration of the above recitals, the mutual covenants of the parties herein contained
and other valuable consideration, the parties agree as follows:
1. Subject to all the terms and conditions of this Agreement, Indemnitor agrees to indemnify and hold IPX, its
officers, directors, employees, shareholders, successors and assigns free and harmless from any and all damages
IPX may sustain by reason of IPX entering into the Purchase Agreement, including but not limited to making any
representation, warranty, covenant, or obligation of Indemnitor.
2. Subject to all the terms and conditions of this Agreement, Indemnitor shall indemnify and hold IPX harmless
from any and all loss, costs, damages, attorneys' fees and expenses of every kind and nature which it may suffer,
expend or incur under or by reason of its enter