0001193125-04-072040 Sample Contracts

AMENDMENT TO STOCK AGREEMENT
Stock Agreement • April 28th, 2004 • Harbor Global Co LTD • Real estate

Reference is made to that certain Stock Agreement (the “Stock Agreement”) dated as of September 24, 2003 and by and among Pioglobal First Russia, Inc., a Delaware corporation and indirect majority owned subsidiary of Harbor Global Company Ltd., a Bermuda limited duration company, Pioglobal Omega, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Parent, and Maria Churaeva, an individual (the “Subscriber”).

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AMENDMENT TO STOCK AGREEMENT
Stock Agreement • April 28th, 2004 • Harbor Global Co LTD • Real estate

Reference is made to that certain Stock Agreement (the “Stock Agreement”) dated as of September 24, 2003 and by and among Pioglobal First Russia, Inc., a Delaware corporation and indirect majority owned subsidiary of Harbor Global Company Ltd., a Bermuda limited duration company, Pioglobal Omega, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Parent, and Andrei Uspensky, an individual (the “Subscriber”).

OPERATING AGREEMENT OF PIOGLOBAL FIRST RUSSIA, LLC
Operating Agreement • April 28th, 2004 • Harbor Global Co LTD • Real estate • Delaware

This Operating Agreement (this “Agreement”) of Pioglobal First Russia, LLC (Pioglobal First Russia, LLC, together with any successor thereto, the “Company”), a Delaware limited liability company and indirect majority owned subsidiary of Harbor Global Company Ltd., a Bermuda limited duration company (“Parent”), is made as of April 12, 2004, by and among the persons identified as the Members on Schedule A attached hereto (such persons and their respective successors in interest being hereinafter referred to individually as a “Member” or “Unit Holder” and collectively, as the “Members” or “Unit Holders”) and the persons identified as the Board of Directors on Schedule B attached hereto (such persons and their respective successors in office being hereinafter referred to individually as a “Director” and collectively as the “Directors”).

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