| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |
| | | | | N/A | $ | | $ | |
| Fees Previously Paid | - | - | - | - | - | - | - | $0.00 |
| Total Offering Amounts | $ | $ | ||||||
| Total Fees Previously Paid | | |||||||
| Total Fee Offsets | | |||||||
| Net Fee Due | $ | |||||||
| (1) | This registration statement
relates to the registration of the maximum number of shares of common stock,
par value $0.01 per share, of the registrant (“Terex common stock”) estimated
to be issuable by the registrant pursuant to the first merger described in this
registration statement and the Agreement and Plan of Merger, dated as of October
29, 2025 (the “Merger Agreement”), by and among the registrant, REV Group, Inc.
(“REV”), Tag Merger Sub 1 Inc. and Tag Merger Sub 2 LLC. |
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(2)
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Represents the maximum number of shares of Terex
common stock estimated to be issuable at the first effective time in connection
with the consummation of the first merger. The number of shares of Terex common
stock being registered is based on (a) an estimated maximum of 49,377,530
shares of REV common stock, par value $0.001 per share (“REV common stock”), to
be cancelled and exchanged for merger consideration in the first merger
pursuant to the terms and conditions of the Merger Agreement (comprising 48,806,145
shares of REV common stock, par value $0.001 per share (“REV common stock”), inclusive
of 300,898 shares of REV common stock that were subject to restricted share
awards of REV, outstanding as of December 3, 2025, plus 571,385 shares of REV
common stock subject to restricted share awards and restricted stock unit
awards of REV as of December 3, 2025 estimated to vest prior to or as of the
consummation of the first merger), multiplied by (b) the exchange ratio of 0.9809
of a share of Terex common stock for each share of REV common stock entitled,
pursuant to the terms and conditions of the Merger Agreement, to receive Terex
common stock as merger consideration in the first merger.
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(3)
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Estimated solely for the purpose of calculating
the registration fee required by Section 6(b) of the Securities Act and
calculated in accordance with Rules 457(c), 457(f)(1) and 457(f)(3) under the
Securities Act, based on (i) the market value of the estimated maximum number
of shares of REV common stock that may be cancelled and exchanged in the first merger
(as set forth in the preceding footnote), as established by the average of the
high and low sales prices of REV common stock on the New York Stock Exchange on
December 3, 2025 (which is within five business days prior to the filing of
this Registration Statement on Form S-4) of $55.48, minus (ii) $430,078,286.30 which
is the aggregate amount of cash estimated to be paid by the registrant to REV stockholders
in the first merger. The aggregate amount of cash set forth in clause (ii) of
the prior sentence is equal to the product obtained by multiplying (A) $8.71 by
(B) the estimated maximum number of shares of REV common stock that may be
canceled and exchanged for Terex common stock as merger consideration in the
first merger (as set forth in the preceding footnote).
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