BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER by and among KONECRANES PLC KONECRANES, INC. KONECRANES ACQUISITION COMPANY LLC and TEREX CORPORATION Dated as of August 10, 2015

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ARTICLE I DEFINED TERMS
Section 1.1	Certain Defined Terms	1
ARTICLE II THE MERGER
Section 2.1	The Merger	9
Section 2.2	Closing	9
Section 2.3	Effective Time	9
Section 2.4	Certificate of Incorporation and By-laws.	9
ARTICLE III EFFECT ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES
Section 3.1	Effect of the Merger on Capital Stock.	10
Section 3.2	Exchange of Certificates.	11
Section 3.3	Effect of the Merger on Theta Stock Options and Awards	15
Section 3.4	Withholding	16
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THETA
Section 4.1	Organization	16
Section 4.2	Capitalization	17
Section 4.3	Joint Ventures; Subsidiaries	17
Section 4.4	Corporate Authority	18
Section 4.5	No Conflicts	18
Section 4.6	Governmental Approvals and Consents	18
Section 4.7	Reports; Financial Statements.	19
Section 4.8	Absence of Undisclosed Liabilities	20
Section 4.9	Information in Public Filings	20
Section 4.10	Absence of Certain Changes	20
Section 4.11	Litigation	20
Section 4.12	Compliance with Laws	21
Section 4.13	Taxes	21
Section 4.14	Employee Benefit Plans and Related Matters	23
Section 4.15	Employees; Labor Matters	24
Section 4.16	Intellectual Property	24
Section 4.17	Contracts	25
Section 4.18	Environmental Laws and Regulations	25
Section 4.19	Insurance	26
Section 4.20	Anti-Corruption and Trade Sanctions	26
Section 4.21	Takeover Statutes	27
Section 4.22	Opinion of Financial Advisor	27
Section 4.23	Brokers	27
Section 4.24	No Other Representations and Warranties	28
ARTICLE V REPRESENTATIONS AND WARRANTIES OF KAPPA, Kappa, Inc. AND MERGER SUB
Section 5.1	Organization	28
Section 5.2	Capitalization	29
Section 5.3	Joint Ventures; Subsidiaries	29
Section 5.4	Corporate Authority	30
Section 5.5	No Conflicts	31
Section 5.6	Governmental Approvals and Consents	31
Section 5.7	Reports; Financial Statements	32
Section 5.8	Absence of Undisclosed Liabilities	32
Section 5.9	Information in Public Filings	32
Section 5.10	Absence of Certain Changes	33
Section 5.11	Litigation	33
Section 5.12	Compliance with Laws	33
Section 5.13	Taxes	34
Section 5.14	Employee Benefit Plans and Related Matters	35
Section 5.15	Employees; Labor Matters	36
Section 5.16	Intellectual Property	37
Section 5.17	Contracts	38
Section 5.18	Environmental Laws and Regulations	38
Section 5.19	Insurance	39
Section 5.20	Anti-Corruption and Trade Sanctions	39
Section 5.21	Takeover Statutes	40
Section 5.22	Brokers	40
Section 5.23	No Other Representations and Warranties	40
ARTICLE VI COVENANTS RELATING TO CONDUCT OF BUSINESS
Section 6.1	Interim Operation of Theta	41
Section 6.2	Interim Operations of Kappa	44
ARTICLE VII OTHER COVENANTS OF THE PARTIES
Section 7.1	Preparation of and Filing of Form F-4 and Proxy Statement/Prospectus; US Exchange Listing Application; Finnish Prospectus	47
Section 7.2	Acquisition Proposals	49
Section 7.3	Stockholder/Shareholder Meetings	53
Section 7.4	Reasonable Best Efforts; Regulatory Filings and Other Actions	54
Section 7.5	Access	56
Section 7.6	Publicity	57
Section 7.7	Certain Tax Matters	57
Section 7.8	Treatment of Kappa Stock Options and Awards	60
Section 7.9	Expenses	60
Section 7.10	Indemnification; Directors' and Officers' Insurance	61
Section 7.11	Actions with Respect to Existing Theta Indebtedness	62
Section 7.12	Other Actions by Theta and Kappa	64
Section 7.13	Employee Matters	65
Section 7.14	Transaction Litigation	66
Section 7.15	Delisting	66
ARTICLE VIII CORPORATE GOVERNANCE MATTERS
Section 8.1	Kappa Board of Directors	66
Section 8.2	Kappa Headquarters	67
ARTICLE IX CONDITIONS TO THE MERGER
Section 9.1	Conditions to Each Party's Obligation to Effect the Merger	68
Section 9.2	Conditions to Theta's Obligation to Effect the Merger	69
Section 9.3	Conditions to Kappa's Obligation to Effect the Merger	69
ARTICLE X TERMINATION
Section 10.1	Termination by Mutual Consent	70
Section 10.2	Termination by Either Theta or Kappa	70
Section 10.3	Termination by Theta	71
Section 10.4	Termination by Kappa	71
Section 10.5	Effect of Termination and Abandonment	72
ARTICLE XI MISCELLANEOUS AND GENERAL
Section 11.1	Survival	73
Section 11.2	Modification or Amendment	74
Section 11.3	Waiver of Conditions	74
Section 11.4	Counterparts	74
Section 11.5	Governing Law	74
Section 11.6	Jurisdiction; Enforcement; Waiver of Jury Trial	74
Section 11.7	Notices	75
Section 11.8	Entire Agreement	76
Section 11.9	No Third-Party Beneficiaries	77
Section 11.10	Obligations of Kappa	77
Section 11.11	Definitions	77
Section 11.12	Severability	77
Section 11.13	Interpretation; Construction	77
Section 11.14	Assignment	77
Section 11.15	Remedies Cumulative; Specific Performance	78
Section 11.16	Guarantee	78

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"Affiliate" means, with respect to any Person, at the time of determination, another Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor or otherwise.

"Antitrust Law" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, EC Council Regulation No. 139/2004 and all other applicable Laws issued by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

"Beneficial Owner" means, with respect to a Security, any Person who, directly or indirectly, through any contract, relationship or otherwise, has or shares (i) the power to vote, or to direct the voting of, such Security or (ii) the power to dispose of, or to direct the disposition of, such Security.

"Benefit Plan" means each employment, bonus, deferred compensation, incentive compensation, stock purchase, stock option, phantom or other stock based award, severance or termination pay, retention, change in control, fringe benefit, employee loan, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program, agreement or arrangement, and each other "employee benefit plan" (within the meaning of Section 3(3) of ERISA, including, without limitation, multiemployer plans within the meaning of 3(37) of ERISA), program, agreement (including employment agreements) or arrangement, whether or not subject to ERISA, maintained or contributed to or required to be contributed to by (i) Theta or Kappa, (ii) any Subsidiary of Theta or Kappa or (iii) any ERISA Affiliate of Theta or Kappa, for the benefit of any current or former employee, director or member of Theta or Kappa or any Subsidiary of Theta or Kappa, other than any plan, program, agreement or arrangement mandated by applicable Law.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in (i) Helsinki, Finland and (ii) New York, New York, United States of America.

"CFIUS Approval" means that any of the following shall have occurred:  (1) the thirty (30)-day review period under Exon-▇▇▇▇▇▇ commencing on the date that the filing of a notice accepted by CFIUS shall have expired and parties shall have received written notice from CFIUS that such review has been concluded and that either the transactions contemplated hereby do not constitute a "covered transaction" under Exon-▇▇▇▇▇▇ or there are no unresolved national security concerns, (2) an investigation shall have been commenced after such thirty (30)-day review period and CFIUS shall have determined to conclude all deliberative action under Exon-▇▇▇▇▇▇ without sending a report to the President of the United States, and parties shall have received written notice from CFIUS that either the transactions contemplated hereby do not constitute a "covered transaction" under Exon-▇▇▇▇▇▇ or there are no unresolved national security concerns, or (3) CFIUS shall have sent a report to the President of the United States requesting the President's decision and either (A) the period under Exon-▇▇▇▇▇▇ during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the transactions contemplated hereby shall have expired without any such action being announced or taken or (B) the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on the transactions contemplated hereby.

"Code" means the U.S. Internal Revenue Code of 1986, as amended.

"Constituent Documents" means, with respect to any entity, its deed, certificate or articles of incorporation, articles of association, bylaws, and any similar charter or other organizational documents of such entity.

"Contract" means, with respect to any Person, any agreement, indenture, loan agreement, undertaking, note or other debt instrument, contract, lease, mortgage, deed of trust, permit, license, understanding, arrangement, commitment or other obligation to which such Person or any of its subsidiaries is a party or by which any of them may be bound or to which any of their properties may be subject.

"Drop Down Assets" means  assets, business operations and liabilities of Kappa as specified in Annex II hereto.

"Drop Down Tax Ruling" means a final ruling issued by the Finnish Tax Administration confirming that the Asset Drop Down will qualify as a tax neutral transfer of assets described in Section 52 d on the Act of the Taxation of Business Income and will not result in a requirement for an immediate payment of Finnish Tax.

"Drop Down Ruling Request" means the application to the Finnish Tax Administration for the Drop Down Tax Ruling, substantially in the form agreed by the parties prior to the date hereof.

"Environmental Law" means any foreign, federal, state or local Law regulating or relating to the protection of human health or safety (as it relates to Releases of Hazardous Substances), natural resources or the environment, including Laws relating to wetlands, pollution, environmental contamination or the use, generation, management, handling, transport, treatment, disposal, storage, Release, threatened Release of, or exposure to, Hazardous Substances.

"Environmental Permit" means any permit, license, registration, authorization or consent of any Governmental Entity and required pursuant to applicable Environmental Laws.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

"ERISA Affiliate" means, with respect to any entity, any trade or business, whether or not incorporated, that together with such entity and its Subsidiaries would be deemed a "single employer" within the meaning of Section 4001 of ERISA.

"Expenses" means all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its Affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution, performance and consummation of this Agreement and the transactions contemplated hereby, including the preparation, printing, filing and mailing of the Proxy Statement/Prospectus, the Form F-4, the Finnish Prospectus and the Kappa EGM Documents and the solicitation of shareholder approvals, the securing, obtaining and maintaining of financing and all other matters related to the transactions contemplated hereby and thereby.

"Financing" means any debt financing obtained by Theta, Kappa or any of their respective Subsidiaries for the purpose of refinancing, extending or modifying the terms of their existing debt or otherwise providing financing in anticipation of the Merger.

"Foreign Merger Control Laws" means the Antitrust Laws in the following jurisdictions that relate to merger control: European Union, China, Russia, South Africa, Turkey, Ukraine, Colombia, Canada, and India.  Foreign Merger Control Law shall include the EC Council Regulation No. 139/2004.

"Hazardous Substances" means (a) any petrochemical or petroleum distillates or by-products, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, and radon gas; or (b) any chemicals, materials or substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "restricted hazardous materials," "extremely hazardous substances," "toxic substances," "contaminants" or "pollutants" or words of similar meaning and regulatory effect.

"Intellectual Property" means all intellectual property and industrial property rights and rights in confidential information of every kind and description throughout the world, including all U.S. and foreign (a) patents, patent applications, invention disclosures and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof, (b) trademarks, service marks, names, corporate names, trade names, domain names, logos, slogans, trade dress, design rights and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and copyrightable subject matter, (d) rights in computer programs (whether in source code, object code, or other form), algorithms, databases, compilations and data, technology supporting the foregoing and all documentation, including user manuals and training materials, related to any of the foregoing, (e) trade secrets and all other confidential information, ideas, know-how, inventions, proprietary processes, formulae, models and methodologies, (f) rights of publicity, privacy and rights to personal information, (vi) moral rights and rights of attribution and integrity, (g) all rights in the foregoing and in other similar intangible assets and (h) all applications and registrations for the foregoing.

"IRS" means the U.S. Internal Revenue Service.

"Joint Venture" means each unconsolidated joint venture of a Person and its Subsidiaries accounted for as an associate which had revenues over $100 million (or €91 million for any Joint Venture of Kappa) during such joint venture's 2014 fiscal year.

"Kappa Contracts" means (i) any Contract falling in any of the descriptions set forth in  Section 1.1 of the Kappa Disclosure Letter, excluding any such Contract that has expired or been terminated or otherwise no longer in effect and (ii) any joint venture agreements, strategic partnership agreements, limited liability company operating agreements and partnership agreements or arrangements relating to the formation, creation, operation, management or control of any partnership, strategic alliance or joint venture to which Kappa or any of its Subsidiaries is a party that terminates by its terms, gives the counterparty a right to terminate, or requires the consent of the counterparty thereto, in connection with the transactions contemplated by this Agreement.

"Kappa Financial Statements" means the consolidated financial statements of Kappa and the Kappa Subsidiaries included in the Kappa Reports together, in the case of year-end statements, with reports thereon by Ernst & Young Oy, the independent auditors of Kappa for the periods included therein, including in each case a consolidated balance sheet, a consolidated statement of income, a consolidated statement of shareholders' equity and a consolidated statement of cash flows, and accompanying notes.

"Kappa Intervening Event" means any material event, change, development, occurrence, effect or states of facts occurring or arising after the date of this Agreement that (i) was not known or reasonably foreseeable, or the material consequences of which were not known or reasonably foreseeable, in each case to the Board of Directors or executive officers of Kappa as of or prior to the date of this Agreement, and (ii) does not relate to or involve any Acquisition Proposal with respect to Kappa.

"Kappa Shares" means the registered ordinary shares of Kappa, with no nominal value.

"Law" (and with the correlative meaning "Laws") means any rule, regulation, statute, Order, ordinance, convention, directive, requirement, policy or code promulgated, issued, enacted, adopted, implemented or otherwise put into effect by any Governmental Entity, including any securities law.

"Material Adverse Effect" means, with respect to Theta or Kappa, any change, development, event, occurrence, effect or state of facts that, individually or in the aggregate with all such other changes, developments, events, occurrences, effects or states of facts has or is reasonably expected to have a material adverse effect on the business, assets, liabilities, financial condition or results of operations of such party, such party's Subsidiaries and Joint Ventures, taken as a whole; provided that none of the following shall be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been a material adverse effect:  any change, development, event, occurrence, effect or state of facts arising out of or resulting from (a) any change in capital market conditions generally or general economic conditions, including with respect to interest rates or currency exchange rates, (b) any change in geopolitical conditions or any outbreak or escalation of hostilities, acts of war or terrorism occurring after the date of this Agreement, (c) any hurricane, tornado, flood, earthquake or other natural or man-made disaster occurring after the date of this Agreement, (d) any change in applicable Law, regulation, GAAP or IFRS (or authoritative interpretation thereof) which is proposed, approved or enacted on or after the date of this Agreement, (e) any change in general conditions in the industries in which such party and its Subsidiaries and Joint Ventures operate, (f) the failure, in and of itself, of such party to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics before, on or after the date of this Agreement, or changes in the market price, credit rating or trading volume of such party's securities after the date of this Agreement (it being understood that the underlying facts giving rise or contributing to such failure or change, either alone or in combination, may be deemed to constitute or be taken into account in determining whether there has been a Material Adverse Effect), and (g) the announcement and pendency of this Agreement and the transactions contemplated hereby, including any lawsuit in respect of this Agreement or the transactions contemplated hereby, the taking of any action required or expressly contemplated by the covenants contained herein, and any loss of or change in relationship with any customer, supplier, distributor, or other business partner, or departure of any employee or officer, of such party or any of such party's Subsidiaries or Joint Ventures, except, in the cases of clauses (a), (b), (d), and (e), to the extent that such party and such party's Subsidiaries and Joint Ventures, taken as a whole, are materially disproportionately affected thereby as compared with other participants in the industries in which such party and such party's Subsidiaries and Joint Ventures operate (in which case the incremental disproportionate impact or impacts may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably expected to be, a Material Adverse Effect).

"Material Antitrust Approvals" means (i) expiration or termination of the waiting period pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 and (ii) approval pursuant to EC Council Regulation No. 139/2004.

"Non-Overlapping Business" means any business (without regard to the geographical location in which such business is conducted) engaged in by (i) Theta that is not engaged in by Kappa and that is set forth in Section 1.1 of the Theta Disclosure Letter or (ii) Kappa that is not engaged in by Theta and that is set forth in Section 1.1 of the Kappa Disclosure Letter.

"Order" means any order, writ, injunction, judgment, decree, ruling, opinion, decision, determination, directive, award or settlement of any Governmental Entity, whether civil, criminal or administrative.

"Party" means Kappa or Theta, as applicable.

"Permitted Liens" means (i) any Liens for Taxes not yet due and payable or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established in accordance with GAAP or IFRS, as applicable, (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other similar liens, (iii) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation, (iv) gaps in the chain of title evident from the records of the applicable Government Entity maintaining such records, easements, rights-of-way, covenants, restrictions and other encumbrances of record as of the date of this Agreement, (v) easements, rights-of-way, covenants, restrictions and other encumbrances incurred in the ordinary course of business that do not, in any case, materially detract from the value or the use of the property subject thereto, (vi) statutory landlords' Liens and Liens granted to landlords under any lease, (vii) non-exclusive licenses to Intellectual Property granted in the ordinary course of business, (viii) any purchase money security interests, equipment leases or similar financing arrangements, (ix) any Liens which are disclosed on the most recent balance sheet included in the Theta Financial Statements (in the case of Liens applicable to Theta or any of its Subsidiaries) or the most recent balance sheet included in the Kappa Financial Statements (in the case of Liens applicable to Kappa and its Subsidiaries), or the notes thereto, (x) deposits to secure the performance of bids, trade,  leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations  of a like nature, in each case incurred in the ordinary course of business. (xi) customary rights of  set off, bankers' Liens, refunds or charge backs, under deposit agreements or applicable law, of  banks or other financial institutions (other than deposits intended as cash collateral) in the  ordinary course of business, (xii) Liens in favor of customs and revenue authorities arising as a  matter of law to secure payment of customs duties in connection with the importation of goods, or (xiii) any Liens that are not material to Theta and its Subsidiaries or Kappa and its Subsidiaries, as applicable, taken as a whole.

"Person" means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or other organizational form.

"Regulatory Authority" means any and all relevant United States, Finnish, European Union, European Free Trade Association and other regulatory agencies or authorities, in each case only to the extent that such agency or authority has authority and jurisdiction in the particular context.

"Release" means any releasing, disposing, discharging, injecting, spilling, leaking, leaching, pumping, dumping, emitting, escaping, emptying, seeping, dispersal, migration, including the moving of any Hazardous Substances through, into or upon, any land, soil, surface water, groundwater or air, or otherwise entering into the indoor or outdoor environment.

"Securities" means, with respect to any Person, any series of common stock, preferred stock, and any other equity securities or capital stock of such Person, however described and whether voting or non-voting.

 "Subsidiary" means, with respect to any Person, whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its respective Subsidiaries.

"Substantial Detriment" means a material adverse effect on the financial condition, business or results of operations of a company the size of (and with results of operations equal to those of) Kappa and its Subsidiaries, taken as a whole, before the Effective Time (excluding, for the avoidance of doubt, Theta and its Subsidiaries); provided that, for purposes of determining whether any action, term or condition would have or would reasonably be expected to have a Substantial Detriment, impacts of such actions, terms and conditions on Theta and Kappa or any of their respective Subsidiaries shall be aggregated.

"Tax" (and with the correlative meaning "Taxes") means any U.S. federal, state, local or foreign net income, franchise, gross income, sales, use, value added, goods and services, ad valorem, turnover, real property, personal property, gross receipts, net proceeds, license, capital stock, payroll, employment, unemployment, disability, customs duties, unclaimed property, withholding, social security (or similar), excise, severance, transfer, alternative or add-on minimum, stamp, estimated, registration, fuel, occupation, premium, environmental, excess profits, windfall profits, or other tax of any kind and similar charges, levies, imposts, duties, tariffs, licenses or other assessments, together with any interest and any penalties, additions to tax or additional amounts imposed by any Governmental Entity.

"Tax Return" means any return, report, declaration, election, estimate, information statement, claim for refund or other document (including any related or supporting information and any amendment to any of the foregoing) filed or required to be filed with respect to Taxes.

"Taxing Authority" means, with respect to any Tax, the Governmental Entity that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such Governmental Entity.

"Theta Contracts" means (i) any Contract to which Theta or any of its Subsidiaries is a party that is required to be filed by Theta with the SEC pursuant to Item 601(b)(10) of Regulation S-K promulgated under the Exchange Act, excluding any such Contract that has expired or been terminated or otherwise no longer in effect and (ii) any joint venture agreements, strategic partnership agreements, limited liability company operating agreements and partnership agreements or arrangements relating to the formation, creation, operation, management or control of any partnership, strategic alliance or joint venture to which Theta or any of its Subsidiaries is a party that terminates by its terms, gives the counterparty a right to terminate, or requires the consent of the counterparty thereto, in connection with the transactions contemplated by this Agreement.

"Theta Financial Statements" means the consolidated financial statements of Theta and the Theta Subsidiaries included in the Theta Reports together, in the case of year-end statements, with reports thereon by PricewaterhouseCoopers LLP, the independent auditors of Theta for the periods included therein, including in each case a consolidated balance sheet, a consolidated statement of income, a consolidated statement of stockholders' equity and a consolidated statement of cash flows, and accompanying notes.

"Theta Intervening Event" means any material event, change, development, occurrence, effect or states of facts occurring or arising after the date of this Agreement that (i) was not known or reasonably foreseeable, or the material consequences of which were not known or reasonably foreseeable, in each case to the Board of Directors or executive officers of Theta as of or prior to the date of this Agreement, and (ii) does not relate to or involve any Acquisition Proposal with respect to Theta.

"Willful Breach" means a breach, or a failure to perform, in each case that is the consequence of an act or omission by a party with the actual knowledge that the taking of such act or failure to take such action would, or would reasonably be expected to, cause a breach of this Agreement.

(i)     All limited liability company interests of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one hundred (100) fully paid and nonassessable shares of common stock, par value $0.01 per share, of the Surviving Corporation.

(ii)    Each share of common stock, par value $0.01 per share, of Theta (the "Theta Common Stock"), issued and outstanding immediately prior to the Effective Time that is owned by Theta or its Subsidiaries and each share of Theta Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Kappa, Kappa, Inc., Merger Sub or any of their respective Subsidiaries shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

REPRESENTATIONS AND WARRANTIES OF KAPPA, KAPPA, INC. AND MERGER SUB

(i)     Within ten (10) Business Days of the date of this Agreement, Kappa shall file with the Finnish Tax Administration the Drop Down Ruling Request.

(ii)     Theta and its advisors shall be entitled to participate in all aspects of the Drop Down Ruling Request and Kappa shall keep Theta fully and timely informed with respect to the commencement of, status of, and developments regarding, the Drop Down Ruling Request.  Without limiting the foregoing:

(i)  Prior to the Closing Date, the distribution by Kappa Finance Oy to Kappa of all of the stock of KCI Holding USA Inc.;

(ii)     Prior to the Closing Date, the formation by Kappa of an entity organized in a jurisdiction in the European Union ("EU Newco") and the contribution to EU Newco by Kappa of all of the stock of KCI Holding USA Inc.;

(iii)     Prior to the Closing Date, the issuance by Kappa, Inc. to Kappa of securities of Kappa, Inc. having a value equal to the market value of the outstanding shares of Theta Common Stock as of Closing; and

(iv)     in connection with the Closing, in exchange for the Kappa, Inc. securities issued to Kappa in Section 7.7(b)(iii) above, the deposit by Kappa, at the direction and on behalf of Kappa, Inc., of Kappa Shares to the Exchange Agent for delivery to Theta stockholders in the Merger in satisfaction of Kappa, Inc.'s obligation to deposit such shares pursuant to Section 3.2(a);

(v)     immediately after the Closing, the contribution by Kappa to EU Newco and the contribution by EU Newco to KCI Holding USA Inc. and/or Kappa, Inc. of certain of the securities of Kappa, Inc. issued pursuant to Section 7.7(b)(iii), such that, after completion of the contributions described in this Section 7.7(b)(v), Kappa, Inc. remains a wholly-owned subsidiary of KCI Holding USA Inc.

(i)     None of the parties hereto or any Subsidiary or Affiliate thereof may take or agree to take any action, or knowingly fail to take any action, which action or failure to act would or could reasonably be expected to cause Kappa to be treated as a domestic corporation for U.S. federal income tax purposes following the Effective Time.

(ii)     The parties to the Agreement intend that, for U.S. federal income tax purposes, the Merger be treated as a taxable stock purchase of Theta shares by Kappa, Inc.  The parties further agree to report the Merger consistent with this treatment for all U.S. tax purposes, and no party shall take any position on any U.S. Tax Return or otherwise for U.S. tax purposes, inconsistent with this treatment.

(i)     prepare and furnish to the other Party as promptly as reasonably practicable all pertinent information (financial or otherwise), financial statements and disclosures regarding such Party and its Subsidiaries as may be reasonably requested by the other Party (or by the Financing sources) to assist in the preparation of the documents relating to the Financing, and the applicable Financing Related Transactions;

(ii)     participate as necessary (including by senior management) in a reasonable number of meetings (including one-on-one meetings or conference calls with the Financing sources or the holders of Theta's senior notes or parties acting as agents for any such holders), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies and prospective lenders and purchasers of the Financing, and generally reasonably cooperate with the other Party;

(iii)     assist with the preparation of, and execution and delivery of, the documents relating to the Financing and the applicable Financing Related Transactions, including any definitive documentation, pledge and security documents, currency or interest hedging arrangements, solicitation statements, offering documents, private placement memoranda, lender presentations, bank information memoranda, materials for rating agency presentations, projections, customary pro forma financial information and financial statements, reconciliations between IFRS and US GAAP, customary representation or authorization letters, solvency certificates and other customary documents;

(iv)     reasonably facilitate the taking of all corporate actions by such Party and its Subsidiaries with respect to entering into such documents or as otherwise may be necessary to permit the consummation of the Financing and the applicable Financing Related Transactions;

(v)     furnishing  the other Party and the Financing sources promptly with all documentation and other information which any lender providing or arranging Financing has determined is required by regulatory authorities with respect to such Party  and its Subsidiaries under applicable "know your customer" and anti-money laundering rules and regulations, including the Patriot Act;

(vi)     using reasonable best efforts to cause accountants to consent to the use of their reports in any materials relating to the Financing and to deliver customary comfort letters to the Financing sources; and

(vii)     obtain legal opinions customary for the Financing and the applicable Financing Related Transactions.

Each Party further agrees to supplement the information provided pursuant to this Section 7.11 on a current basis to the extent that any such information, to its knowledge, contains any material misstatement of fact or omits to state any material fact necessary to make such information not misleading in any material respect.

(i)     the Audit Committee shall be selected from the directors selected by Kappa;

(ii)     the Nominating and Corporate  Governance Committee shall be selected from the directors selected by Theta; and

(iii)     the Compensation Committee shall be selected from the directors selected by Theta.

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