EFTA00558618.txt

"made payable to Cliff Investment Fund LLC to be held in a Company bank account at Bank of America"

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

"The statutory agent for service of process shall be Peter Savarino, or such other person or entity as the Manager shall from time to time designate."

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

""Company" shall mean Cliff Investment Fund LLC... this Operating Agreement"

"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"

"each Investor Member's total cash Capital Contributions bears to the total cash Capital Contributions made by all Investor Members"

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

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

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

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

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

"The Manager is currently the sole member of the Company"

"The Manager shall maintain the books and records of the Company"

"Company bank account at Bank of America"

"Losses shall be allocated to the Members in accordance with their respective Participating Percentages"

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

"the Manager may, at its option, pay all or part of such unpaid additional Capital Contribution; ... the Manager's determination of the unused Particip"

"Manager Participating Amount Percentage Blue House Management Company $1.00 40%"

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

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

"borrower will be required at or after closing on the mortgage loan by CP Squared Capital, LLC from MB Financial to have made a $700,000 principal paym"

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

"The Company is managed exclusively by the Manager of the Company"

"CP Squared Capital, LLC, an entity affiliated with Manager"

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

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

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

"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)"

"Project Entity shall mean a limited partnership or a limited liability company in which the Company has invested"

"to enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager may approve"

"Company's acquisition (or a Company and owned by the Company) of the portfolio of four mortgage loans from Blue Nile Holdings, LLC"

"acquisition of all of the membership interests of CP Squared Capital, LLC"

"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 "

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

"the Manager may, in its discretion, make distributions of the Net Cash to the Members"

"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"

"Meetings of the Members... may be called by the Manager"

"the Member has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospectiv"

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

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

"MANAGER: Blue House Management Company... OPERATING AGREEMENT OF CLIFF INVESTMENT FUND LLC"

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

"Key Personnel of Manager. Peter Savarino, Chief Executive Officer"

"Key Personnel of Manager. ... Chris WestfalE President"

"Key Personnel of Manager. ... Chris Kouza, Asset Manager"

"the Managing Member of the Company has authority, subject to the Non-Managing Members approval on certain occasions, to operate and control the activi"

"Subscriber hereby irrevocably constitutes and appoints the Manager the true and lawful attorney-in-fact of Subscriber"