Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C.

Adjustments for Tax Purposes. Any payments made pursuant to Section 3.10 shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Law.

Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C.

Purposes. The purposes of the Great Lakes Dredge & Dock Corporation 2021 Long‑Term Incentive Plan (this “Plan”) are # to align the interests of the Corporation’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Corporation’s growth and success, # to advance the interests of the Corporation by attracting and retaining Non-Employee Directors, officers, other employees, consultants, independent contractors and agents and # to motivate such persons to act in the long‑term best interests of the Corporation and its stockholders.

Adjustments for Tax Purposes. Any payments made pursuant to Section 2.06 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Adjustments for Tax Purposes. Any payments made pursuant to this Section 2.9 shall be treated as an adjustment to the Purchase Price by the Parties for U.S. federal, (and applicable state and local) income Tax purposes, unless otherwise required by Law.

Adjustments for Tax Purposes. Any payments made pursuant to Section [Section 2.06] shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Ownership for Tax Purposes. Each of Purchaser and Sellers agree that, for purposes of United States federal and other taxes based on income, Sellers will be treated as the owner of the Escrow Funds and that Sellers will report the income, if any, that is earned on, or derived from, the Escrow Funds as its income, in the taxable year or years in which such income is properly includible and pay any taxes attributable thereto.

Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1 of the Agreement and Section 1 of this [Exhibit C].

Adjustments for Tax Purposes. Any payments made pursuant to this Article X or Section 8.1(c) shall be treated as an adjustment to the Transaction Consideration by the Parties for U.S. federal (and applicable state and local) income Tax purposes, unless otherwise required by Law.