Except as provided in [Sections 4.4(b), (c) and (d)])])], the income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the holders of Units in accordance with the allocation of such income, gains, losses, deductions and credits among the holders of Units for book purposes.

Tax Allocations. Except as otherwise provided in this Paragraph and pursuant to Paragraph 3.7, items of taxable income, deduction, gain and loss shall be allocated in the same manner as the corresponding item is allocated for book purposes under Paragraphs 3.3, 3.4, and 3.5, of the corresponding item determined for Capital Account purposes.

The Members understand the allocations of tax items set forth in this Paragraph, and agree to report consistently with such allocations for federal and state tax purposes.

Tax Allocations; Code [Section 704(c)]. (a) For federal income tax purposes, except as provided in this [Section 11.06], each item of income, gain, loss, deduction and credit of the Series Pool will be allocated consistent with the allocations described in [Sections 11.03 through 11.05].

Section # Special Allocations. At the end of each Fiscal Year and notwithstanding any provision of [Section 8.1], the following special allocations shall be made for both Capital Account and for federal income tax purposes unless otherwise provided:

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.

PURPOSES. The purposes of the Plan are as follows: # to offer selected Employees (including, without limitation, Executive Officers), Consultants and Non-Employee Directors of the Company or its Affiliates an opportunity to participate in the growth and financial success of the Company, # to provide the Company an opportunity to attract and retain the best available personnel for positions of substantial responsibility, # to provide performance-related incentives to certain of such Employees and Consultants to achieve established Performance Goals and # to promote the growth and success of the Company’s business by aligning the financial interests of such Employees, Consultants and Non-Employee Directors with that of the shareholders of the Company. Toward these objectives, this Plan provides for the grant of performance-based and non-performance-based equity Awards and performance-based Cash Awards.

Purposes. The purposes of this Program are to motivate certain officers and key employees of the Trust and its Related Corporations to reach and exceed challenging performance goals, and to focus the attention of the eligible officers and key employees on the critical financial indicators used to measure the success of the Trust and of other companies in the same business as the Trust.

Purposes. The purposes of the Plan are to encourage systematic savings to meet the financial needs of Eligible Employees both during active employment and during retirement and to make available a number of investment vehicles for such savings.

Allocations. If any Membership Interest is transferred during any the Fiscal Year in compliance with the provisions of this Article XI or redeemed or transferred pursuant to [Section 8.6], Net Income, Net Loss, each item thereof and all other items attributable to such interest for such Fiscal Year shall be divided and allocated between the transferor Member and the transferee Member by taking into account their varying interests during the Fiscal Year in accordance with Section 706(d) of the Code and corresponding Regulations, using the interim closing of the books method (unless the Managing Member, in its sole and absolute discretion, elects to adopt a daily, weekly, or a monthly proration period, in which event Net Income, Net Loss, each item thereof and all other items attributable to such interest for such Fiscal Year shall be prorated based upon the applicable method selected by the Managing Member). Solely for purposes of making such allocations, at the discretion of the Managing Member, each of such items for the calendar month in which the transfer or redemption occurs shall be allocated to the Person who is a Member as of midnight on the last day of said month. All distributions of Available Cash attributable to any Membership Unit with respect to which the Company Record Date is before the date of such transfer, assignment or redemption shall be made to the transferor Member or the Redeeming Member, as the case may be, and, in the case of a transfer or assignment other than a redemption, all distributions of Available Cash thereafter attributable to such Membership Unit shall be made to the transferee Member.