IPG PHOTONICS CORPORATION (a Delaware corporation) 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2012 • Ipg Photonics Corp • Semiconductors & related devices • New York
IPG Photonics Corporation, a Delaware corporation (the “Company”), and Dr. Valentin P. Gapontsev (the “Selling Stockholder”) confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the Selling Stockholder, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to
