EFTA00558509.txt

"a check in the amount of $100,000 per Unit made payable to Cliff Investment Fund I.LC to be held in a Company bank account at Bank of America"

""Manager" shall mean Blue House Management Company a Michigan corporation"

"The principal place of business of the Company within the State of Michigan shall be 1026 S. Main Street, Ann Arbor, Michigan 48104"

"Blue House Management Company shall be the Manager of the Company ("Initial Manager")"

"the place of meeting shall be the principal office of the Company in the State of Michigan"

"Manager Blue House Management Company $1.00 40%"

"Peter Savarino, Chief Executive Officer [of the Manager/Blue House Management Company]"

"Chris Westfall, President [of the Manager/Blue House Management Company]"

"Chris Kouza, Asset Manager [of the Manager/Blue House Management Company]"

"Peter is the co-founder of Creo Global Capital LLC"

"Chris is the co-founder of Creo Global Capital LLC"

"He currently sits on the Board of Directors of BioLumix, Inc."

"Peter also has experience in the private equity world and has sat on the Board of Directors for BioSys"

"Chris is the former General Counsel for Peoples State Bank"

"MANAGER: Blue House Management Company By: Peter Savarino Its: Chief Executive Officer"

"Aidenbaum Schloff and Bloom PLLC ("ASH") has represented the Manager"

"The Manager (as described in the Agreement) reserves the right to complete the Exhibits... to Cliff Investment Fund LLC"

"The Manager shall provide annual reports to its Members containing such financial and other information designated by the Manager"

"Company bank account at Bank of America"

"The Company was organized for the purposes of investing in Project Entities"

"The Company's Operating Agreement contains certain additional contractual limitations on the transfer of the Units"

"The Manager has made a Capital Contribution to the Company"

"The aggregate Capital Contributions of the Investor Members shall be a maximum of Three Million Six Hundred Thousand Dollars ($3,600,000)"

"The Manager of the Company is Blue House Management Company ("Manager")"

"Blue Nile receives rent checks from the tenant, Grainger Industry Supply, in an amount of $10,000 per month"

"the Manager of the Company shall have the discretion to accept investments for fractional portions of a Unit in the Manager's discretion"

"The Company has entered into a purchase agreement with Blue Nile Holdings, LLC, to acquire... a portfolio of four mortgage loans... for a total purcha"

"the Company will also acquire all of the membership interests of CP Squared Capital, LLC... for a total purchase price of S3,530,000"

"check in the amount of $100,000 per Unit made payable to Cliff Investment Fund I.LC"

""Member" shall mean each of the Persons who executes this Agreement as a Member, including the Manager"

"The statutory agent for service of process shall be Peter Savarino"

"the Manager as the Tax Matters Member with responsibility for dealing with the Internal Revenue Service ("Service") in the negotiation of any settleme"

"Investment in the Company will be considered an investment in a passive activity"

"In the event that the Manager determines that the Company needs additional funds, the Manager may request additional capital from the members"

"the Manager may, at its option, pay all or part of such unpaid additional Capital Contribution"

"The obligation of an Investor Member to make a contribution to the Company may be compromised only by a unanimous written consent of the Members"

"The Manager has made a Capital Contribution to the Company of an amount set forth opposite its name on Exhibit A."

"The Company shall pay the Manager, as compensation for its service rendered to the Company, a one-time management fee ("Management Fee") equal to one "

"until each Investor Member has received aggregate cash distributions pursuant to this Section 5.1.3 and Section 12.2.3 equal to 100% of its Capital Co"

"to the Investor Members, in proportion and to the extent of the excess"

"no Manager shall be personally liable to the Company or its Members for or with respect to any acts or omissions as a Manager of the Company"

"Meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Manager"

"The Company has reasonable grounds to believe that the Member has such knowledge and experience"

"The Manager... shall be responsible for overseeing the winding up and dissolution of the Company"

"Second, to the Investor Members, in proportion to and to the extent of the excess if any, of (i) such Investors Member's cumulative Priority Return"

"The undersigned, intending to be legally bound, hereby subscribes for the number of Membership Units of Cliff Investment Fund LLC... at the purchase p"

"the undersigned has relied upon his professional advisor(s), if any, in evaluating such Interests as an investment"

"ired (through acquisition of a membership interest in Blue Nile Holdings, LLC"

"and of CP Squared Capital, LLC, as applicable) will both ultimately be acquired"

"Borrower: Detroit Landholdings 1201 W. Lafayette, L.L.0 General Description of Secured Real Property: Approximately 16.817 square foot commercial/indu"