Ex-10.3



 Exhibit 10.3 
 To: 
 Deutsche Bank 
 Aktiengesellschaft 
 Filiale Deutschlandgeschäft 

Koblenzer Straße 7 57072 
 Siegen

 Guarantee 

We, IPG Photonics Corporation, Oxford, MA 01540, USA have been informed that you, Deutsche Bank AG including all branches and subsidiaries, are
prepared, subject to certain terms and conditions, to enter into credit agreements and/or other agreements within the banking relationship (collectively and each of them, the “Agreement”) with IPG Laser GmbH, Siemensstr. 7, 57299
Burbach, Germany (the “Customer”) against our first demand guarantee. Accordingly, we issue this Guarantee in order to secure all existing, future and contingent claims arising from the banking relationship and to ensure that you shall
receive payment of all amounts expressed to be payable by the Customer hereunder up to the amount of EUR 20,000,000.00 in the currency and at the place provided therein at its stated or accelerated maturity (the “Indebtedness”), net
of any deduction or withholding whatsoever and irrespective of the factual or legal circumstances (including, but not limited to, force majeure or any event or action delaying or preventing any conversion or transfer to or receipt by you in the
account agreed to by you) and motives by reason of which the Customer may fail to pay the Indebtedness. 
 1. Guarantee und Guaranteed Amount

 We hereby irrevocably and unconditionally guarantee the payment to you, in Siegen and in effective EUR, of the Indebtedness up
to  
 EUR 20,000,000.00 (in words: Euro twenty million) 
 including such further amounts as correspond to interest, cost, expenses, fees and all other amounts as agreed upon to be payable by the Customer. Payment hereunder will be made in Siegen and in effective
EUR without any deduction or withholding whatsoever. 
 2. Payment upon First Demand 

We shall effect payment hereunder immediately upon first demand of Deutsche Bank AG and confirmation in writing or by teletransmission that the
amount claimed from us equals the Indebtedness (or part thereof) which the Customer has not paid when due. 







 3. Primary, Independent Obligation 
 This Guarantee constitutes our primary and independent obligation to make payment to you in accordance with the terms hereof, under any and all circumstances, regardless of the validity, legality or
enforceability of the Agreement and irrespective of all objections, exceptions or defences from the Customer or third parties. 
 4.
Guarantee for Payment 
 You shall not be required first to claim payment from, to proceed against, or enforce any claims on or security
given by, the Customer or any other person before making demand from us hereunder. 
 5. Exclusion of Specific Defences 

This Guarantee and our obligations hereunder shall not be contingent upon the legal relationship between you and the Customer and shall be independent of
and enforceable notwithstanding 
 (a) any defect in any provision of the Agreement, 
 (b) any absence or insufficiency of corporate resolutions relating to the Indebtedness, 
 (c) any
inadequate representation of the Customer, 
 (d) any absence of licences or other authorisations or any factual or legal restrictions or
limitations existing or introduced in the country of the Customer (including, but not limited to, force majeure or any event or action delaying or preventing any conversion or transfer to or receipt by you in the account agreed to by you),

 (e) any agreement made between you and the Customer concerning the Indebtedness, including any extension of the term of payment and any
rescheduling or restructuring of the Indebtedness, whether or not we shall have given our consent thereto, 
 (f) the taking, existence,
variation or release of any other collateral provided to you for the Indebtedness, and your legal relationship with any provider of such other collateral, 
 (g) any right of the Customer to rescind the Agreement, and 
 (h) any right that you may have to
set-off the Indebtedness against a counterclaim of the Customer. 
 6. Taxes 
 Any amount payable by us hereunder will be paid free and clear of and without deduction of any withholding taxes. Withholding taxes are taxes, duties or governmental charges of any kind whatsoever which
are imposed or levied in, by or on behalf of the country in which we are/or the Customer is situated, and which are deducted from any payment hereunder and/or under the Agreement. If the deduction of withholding taxes is required by law, then we
shall pay such additional amounts as may be necessary in order that the net amounts received by you after such deduction shall equal the amount that would have been receivable had no such deduction been required. 

7. Currency Indemnity 
 Payments made by
us to you pursuant to a judgement or order of a court or tribunal in a currency other than that of the Guarantee (the “Guarantee Currency”) shall constitute a discharge of our obligation hereunder only to the extent of the amount of the
Guarantee Currency that you, immediately after receipt of such payment in such other currency, would be able to purchase with the amount so received on a recognised foreign exchange market. If the amount so received should be less than the amount
due in the Guarantee Currency under this Guarantee, then as a separate and independent obligation, which gives rise to a separate cause of action, we are obliged to pay the difference. 







 8. Limitation of Subrogation 
 So long as any Indebtedness has not been satisfied or any sum remains payable under the Agreement, we undertake not to assert any claim we may have against the Customer by reason of the performance of our
obligations under this Guarantee, whether on contractual grounds or on any other legal basis, until the Indebtedness has been satisfied and all amounts payable to you under the Agreement have been fully and irrevocably received or recovered. Any
amount received or recovered by us from the Customer shall be held in trust for and immediately paid to you. If we make any payment to you hereunder, we shall only be subrogated in your rights against the Customer once the Indebtedness has been
satisfied and all amounts payable to you under the Agreement have been fully and irrevocably received or recovered by you. 
 9.
Dissolution/Change of Structure 
 The obligations under this Guarantee shall remain in force notwithstanding any dissolution or change in
the structure or legal form of the Customer. 
 10. Restructuring 
 You shall without our consent be entitled to reschedule or restructure principal, interest and other amounts payable under the Agreement, to release the Customer from its obligations and/or to accept a
new debtor if, for reasons which you deem important, you or other companies of the Deutsche Bank group agree to similar measures also with respect to you or their other credits extended to entities in the country of the Customer. Our liability under
this Guarantee shall not be affected by such measures, and we undertake to pay to you upon first demand, in accordance with the terms hereof, all such amounts in full and at such time as they would have become due and payable had the Agreement and
the Indebtedness remained effective and unaltered. Our consent to the terms and documentation of such rescheduling, restructuring, release or debt assumption shall not be required. 
 11. Miscellaneous 
 We represent and warrant that this Guarantee is binding, valid and
enforceable against us in accordance with its terms. We waive any express acceptance of this Guarantee by you. We confirm that we have taken, and will continue to take, all necessary steps to ensure that any amount claimed by you from us hereunder
can be transferred to you immediately, free of any deduction, cost or charges whatsoever. We waive any right to require information from you in respect of the Agreement and the Indebtedness. 
 12. Term 
 This Guarantee is effective as of its date of issuance and shall expire once all
amounts expressed to be payable by the Customer to you due to the Indebtedness or under the Agreement have been fully and irrevocably received by you. 







 However, should you thereafter become liable to return monies received in payment of the Indebtedness as a
result of any bankruptcy, composition or similar proceedings affecting the Customer, this Guarantee shall be reinstated and become effective again notwithstanding such expiration. 
 13. Partial Invalidity 
 Should any provision of this Guarantee be unenforceable or invalid,
the other provisions hereof shall remain in force. 
 14. Waiver of Jury Trial 
 We hereby irrevocably waive all rights to trial by jury in any action, processing or counterclaim arising out of or relating to this guarantee. 
 15. Applicable Law, Jurisdiction 
 This Guarantee and all rights and obligations arising
hereunder shall in all respects be governed by German law. We hereby submit to the jurisdiction of the competent courts of Siegen, Germany, and, at your option, of the competent courts of our domicile. We hereby irrevocably appoint IPG Laser
GmbH, Siemensstraße 7, 57299 Burbach, Germany as our agent for service of process or other legal summons in connection with any action or proceedings in Germany arising under this Guarantee. We irrevocably waive any objection which we may
now or hereafter have that such proceedings have been brought in an inconvenient forum. 
 The existing guarantee dated June 28th, 2010
about EUR 15,000,000.00 be replaced by this new guarantee. 
  

			
		 	IPG Photonics Corporation, USA
		
	Oxford, Massachusetts	 	 /s/ Timothy P.V. Mammen

	June 26, 2012