EXHIBIT D

FORM OF ESCROW AGREEMENT

EB5 Capital – Jobs Fund 36, LLC

A Delaware Limited Liability Company

Company Units

Escrow Agreement
____________________________________
If you decide not to participate in this offering, please return
the Confidential Offering Memorandum (together with all exhibits,
amendments, appendices, and supplements thereto) to:

EB5 Capital - Jobs Fund 36, LLC

6106 MacArthur Blvd., 1st Floor
Bethesda, MD 20816
Telephone: (202) 652 - 2437

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 EB5 Capital – Jobs Fund 36, LLC
Escrow Agreement
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ESCROW AGREEMENT

This Escrow Agreement (the “Agreement”) is effective as of September 18, 2023, by and between EB5 Capital
- Jobs Fund 36, LLC, a Delaware limited liability company (the “Company”) and Premium Title & Escrow, LLC, a
Maryland limited liability company (the “Escrow Agent”), (collectively the “Parties”).

RECITALS:

A. Manager Jobs Fund 36, LLC, a Delaware limited liability company (the “Manager”) is the Manager of the
Company.

B. The Company proposes to offer for sale (the “Offering”) individual units of membership interests in the
Company (the “Unit(s)”), at a subscription purchase price of Eight Hundred Thousand Dollars ($800,000) per
Unit (the “Capital Contribution”), plus payment of an administrative fee in the amount of Seventy Thousand
Dollars ($70,000) (the “Administrative Fee”) payable in cash pursuant to subscription agreements executed by
the Company and Subscribers (the “Subscription Agreement”), the limited liability company agreement for the
Company (the “Operating Agreement”), and the Confidential Offering Memorandum of even date herewith for
the Offering.

C. The Units in the Company are proposed to be offered for sale to investors (the “Subscribers”) under the terms
of the EB-5 immigrant investor program (the “EB-5 Program”) administered by the United States Citizenship
and Immigration Services (the “USCIS”), an agency of the United States government.

D. The proceeds of the Offering will be used by the Company to fund, in one or more advances, a loan in an amount
up to $25.6 million (the “EB-5 Loan”) to South Face Village at Okemo Development Company, LLC, a Vermont
limited liability company (the “Sponsor”), pursuant to a to be negotiated and executed promissory note, loan
agreement, junior mortgage, environmental indemnity agreement, and various guarantees, as same may be
amended or modified from time to time, and any other documents evidencing, memorializing, or securing the
EB-5 Loan (collectively, the “EB-5 Loan Documents”).

E. Under the terms of the Offering, the Capital Contributions are to be held in escrow.

F. The Company has contracted with Escrow Agent to provide administrative services and administer the escrow,
and to hold the Capital Contributions in an escrow account in the name of Escrow Agent.

G. Unless otherwise defined in this Agreement, capitalized terms have the meanings set forth in the Operating
Agreement of the Company.

H. Escrow Agent has agreed to disburse the Capital Contributions in accordance with the terms and conditions of
this Agreement.
AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein, and for other
good and valuable consideration, the Parties agree as follows:

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1. Appointment of Escrow Agent. The Company hereby retains Escrow Agent to provide
administrative services and act as escrow agent in accordance with the terms and conditions set forth in this Agreement.
Escrow Agent, in its capacity as escrow agent hereunder, shall not be deemed to be a party to the Subscription Agreement
or the Operating Agreement of the Company. Escrow Agent shall provide to the Company monthly reports on the status
of the Escrow Account for all Subscribers, shall manage and maintain books and records for the Escrow Account, and
provide the other services set forth herein.

2. Escrow Account. Escrow Agent shall deposit the Escrow Funds, defined below, in an insured
account, or multiple accounts, collectively designated as the escrow account for EB5 Capital – Jobs Fund 36, LLC (the
“Escrow Account”), held at a federally regulated bank or financial institution as defined by Section 20 of Title 18 of the
U.S. Code determined by the Company. At its discretion, the Company, through its designee, the Manager, may at any
time direct Escrow Agent in writing to transfer all or a portion of the Escrow Funds to another insured account at a
federally regulated bank or financial institution as defined by Section 20 of Title 18 of the U.S. Code, as determined by
the Company, to be administered by Escrow Agent in accordance with this Agreement. The Company agrees to pay any
out-of-pocket wiring charges incurred in connection with the transfer by Escrow Agent of the Escrow Funds. The Escrow
Account at all times shall be a separate account (or multiple accounts, as applicable) – not a commingled account with
separate accounting.

(a) The Company and Escrow Agent agree that the Capital Contributions delivered to Escrow
Agent shall be deposited into the Escrow Account to be administered in accordance with this Agreement.

(b) Escrow Agent shall maintain accounting records sufficient to permit calculation of the income
on investments and interest earned on deposit amounts held in the Escrow Account.

3. Deposits in Escrow Account.

(a) In connection with or following the Company’s acceptance of your Subscription Agreement, the
Company will cause the Subscriber to deposit into the Escrow Account the Subscriber’s Capital Contribution (all such
deposits are collectively referred to as the “Escrow Funds”). Escrow Agent shall have no responsibility for the Escrow
Funds until they are actually received, clear through normal banking channels and constitute collected funds. Escrow
Agent shall have no duty to collect or seek to compel payment of any Escrow Funds, except to place such proceeds
or instruments representing such proceeds for deposit and payment through customary banking channels.

(b) The Company shall deliver or cause to be delivered to Escrow Agent, in a form acceptable to
Escrow Agent, schedules disclosing the name, address and other contact information of each of the Subscribers, and
such other information as will enable Escrow Agent to attribute to a particular Subscriber all Escrow Funds received by
Escrow Agent from such Subscriber.

4. Investment of Escrow Funds.

(a) The Company, through its designee, the Manager, shall direct the investment of undisbursed
Escrow Funds in the Escrow Account only in Permitted Investments (as that term is defined below), which investments
shall be made in compliance with the fair market rules set out in Section 1.148-5(d) (6) of the Income Tax Regulations.
As used herein, “Permitted Investments” means: (i) cash; (ii) United States Treasury Certificates, Notes and Bonds, and
instruments evidencing an undivided interest in any of the foregoing maturing within ten (10) days or subject to an
overnight repurchase obligation from a counterparty generally accepted in the industry; (iii) deposits that can be
withdrawn without penalty within five (5) days after demand therefore, certificates of deposit and similar accounts of
any financial institution whose deposits are insured by the FDIC or SIPC (whether or not this investment exceeds

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insurance limits); and (iv) money market accounts rated “AAAm” or “AAAm-G” or better by Standard and Poor’s. The
Company agrees to pay any out of pocket investment fees or wire transfer charges incurred in connection with the
investment by Escrow Agent of the Escrow Funds in Permitted Investments. In no event shall any portion of any
Subscriber’s Capital Contribution be used to pay any fees of Escrow Agent or the bank, or any other fees in connection
with the Escrow Account or the investment of the Escrow Funds in Permitted Investments.

(b) Interest and other earnings on the Escrow Account, net of any fees and expenses as noted below,
shall be calculated and paid to the Company, monthly, in accordance with the terms and conditions of this Agreement
as directed by the Company, through its designee, the Manager. Any loss or expense incurred from an investment will
be borne by the Escrow Account with no obligation of Escrow Agent, the Company, or the Manager of the Company to
replenish the Escrow Account to fund any investment loss.

5. Written Direction Required to Disburse Escrow Funds. The Company, through its designee,
the Manager, shall direct Escrow Agent in writing (each a “Written Direction”) to disburse all or a portion of the Escrow
Funds or to take or refrain from taking an action pursuant to this Agreement. In regard to any Written Direction to
disburse all or a portion of the Escrow Funds from the Manager as provided for herein, such Written Direction shall be
signed by an Authorized Representative of the Manager, as defined in and as set forth on Exhibit A hereto. Escrow
Agent shall have no obligation or authority to disburse any portion of the Escrow Funds unless Escrow Agent has
received Written Direction from the Company, through its designee, the Manager, with respect to such disbursement.
The Company shall indemnify Escrow Agent from any claims arising from the release of the Escrow Funds pursuant to
Section 6, and Escrow Agent shall not be liable to anyone for any damages, losses or expenses claimed as a result of
Escrow Agent performing its duties under this paragraph, unless such claims relate to the negligence or willful
malfeasance of Escrow Agent. Notwithstanding anything to the contrary herein, in the event funds received from a
Subscriber nominally exceed their Capital Contribution (for instance, excess funds intended to cover estimated wire
transfer fees), Escrow Agent shall automatically transfer such excess funds into the Company account designated to
receive the Administrative Fee.

6. Disposition of Capital Contribution.

(a) Refund of Capital Contribution to Subscriber. The Subscriber may receive a refund of his/her
Capital Contribution pursuant to Section 8 of the Subscription Agreement. Any refund by the Company will be pursuant
to a Written Direction to Escrow Agent to refund the Capital Contribution to Subscriber.

(b) Release of Capital Contribution to Company. Subject to a refund as referenced above, the
Capital Contribution will be released to an insured, separate account of the Company at a federally regulated bank or
financial institution as defined by Section 20 of Title 18 of the U.S. Code (each a “Project Approval Release”) within
one (1) business day after receipt of a Written Direction from the Company directing that the Capital Contribution be
released and stating that the following criteria have been met: (i) confirmation that the Subscriber has filed his/her I-
526E Petition with USCIS (or the Subscriber has waived such requirement in writing); and (ii) a request from the Sponsor
to proceed to fund all or a portion of the EB-5 Loan and all conditions to funding the EB-5 Loan, as set forth in the EB-
5 Loan Documents, have been satisfied by the Sponsor or waived by the Manager. Under these circumstances, Escrow
Agent shall, in accordance with a Written Direction, disburse such Subscriber’s Capital Contribution to the Company.
The Escrow Agent will only disburse funds to a separate account, as defined in Section 103(b)(1)(Q)(vi) of the Integrity
Act.

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7. Taxes and Patriot Act.

(a) All taxes in respect of any earnings on the Escrow Funds shall be the obligation of the Company
as tax owner of record of the Escrow Funds. As such, the Company shall furnish Escrow Agent with a completed Form
W-9 for the Company. Escrow Agent shall issue IRS Form 1099s to the Company with respect to their earnings, if any,
on the Escrow Funds. The Company understands that, if such tax reporting documentation is not so certified to Escrow
Agent, Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, to withhold a portion of any
interest or other income earned on the assets held by Escrow Agent pursuant to this Agreement.

(b) The Company shall provide to Escrow Agent such information as Escrow Agent may reasonably
require to enable Escrow Agent to comply with its obligations under the USA Patriot Act.

8. Regarding Duties of Escrow Agent.

(a) Duties of Escrow Agent. Escrow Agent undertakes to perform only such duties as are
specifically set forth in this Agreement. Escrow Agent shall be under no implied obligation or subject to any implied
liability hereunder.

(b) Escrow Agent Reliance. Escrow Agent may act in reliance upon any writing or instrument or
signature which it, in good faith, believes to be genuine, and may assume the validity and accuracy of any statement or
assertion contained in such a writing or instrument. Escrow Agent shall not be liable in any manner for the sufficiency
or correctness as to form, manner and execution, or validity of any instrument deposited with it, nor as to the identity,
authority or right of any person executing the same, unless Escrow Agent has actual written notice otherwise; and its
duties hereunder shall be limited to those specifically provided herein. The Company shall provide Escrow Agent with
a list of authorized representatives of Company and its designee, the Manager, in the form attached hereto as Exhibit A.

(c) No Obligation to Take Legal Action. Escrow Agent shall not be or become liable to the
Company for the failure of Escrow Agent to comply with the conflicting or adverse demands regarding any Escrow
Funds that are in dispute or for its enforcement of this Agreement, or to appear, prosecute, or defend any action or legal
proceeding which, in its reasonable opinion, would or might involve it in any costs, expense, loss, or liability, or to
otherwise expend or risk its own funds or incur any financial liability in the performance of this Agreement, unless it
shall be furnished with reasonable security and indemnity satisfactory against all such costs, expenses, losses or
liabilities. If any controversy arises between the Parties hereto or with any third person, Escrow Agent shall not be
required to resolve the same or to take any action to do so (other than to use its best efforts to give notice of such
controversy to the Manager and the Company). Escrow Agent shall be entitled to continue to refrain and refuse to deliver
or otherwise dispose of the Escrow Funds or any part thereof or to otherwise act hereunder, as stated above, unless and
until:

(i) the rights of such parties have been finally settled or duly adjudicated in a court (or binding
arbitration, if applicable) having jurisdiction of the parties and the disputed Escrow Funds, and Escrow Agent has
received written instructions as to disbursement thereof; or

(ii) the parties have reached an agreement resolving their differences and have notified Escrow
Agent in writing of such agreement and have provided Escrow Agent with indemnity satisfactory to Escrow Agent
against any liability, claims, or damages resulting from compliance by Escrow Agent with such agreement.

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In the event of a disagreement as described above, Escrow Agent shall have the right, in addition
to the rights described above and at the option of Escrow Agent, to tender into the registry or custody of any court having
jurisdiction, all money and property comprising the Escrow Funds and may take such other legal action as may be
appropriate or necessary, in the opinion of Escrow Agent or its legal counsel. Upon such tender, Escrow Agent shall be
discharged from all further duties under this Agreement; provided, however, that the filing of any such legal proceedings
shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing and discharge of Escrow Agent
of its duties hereunder.

(d) Monthly Statement. Escrow Agent shall instruct the bank holding the Escrow Account to issue
to Escrow Agent and the Company a monthly accounting statement showing receipts to and disbursements from the
Escrow Account, and monitor and track all such receipts and disbursements.

(e) Insurance. Escrow Agent shall maintain fidelity, crime, and errors and omissions insurance
with coverage and limits satisfactory to the Company. Escrow Agent will provide the Company, upon execution of this
Agreement, and every twelve (12) months thereafter until this Agreement terminates, an Accord or Certificate of
Insurance evidencing that the required insurance coverage is in effect and identifying the Company as an additional
insured and loss payee.

(f) Resignation and Termination. Escrow Agent may, upon providing thirty (30) days’ notice,
resign its position as Escrow Agent and terminate its obligations hereunder. In the event Escrow Agent is not notified
within thirty (30) days of a successor Escrow Agent by the Manager, Escrow Agent shall be entitled to transfer all funds
to a court of competent jurisdiction with a request to have a successor appointed, at the expense of the Company. Upon
filing such action and delivering such assets, Escrow Agent's obligations and responsibilities shall cease. The Company
may terminate Escrow Agent and appoint a successor Escrow Agent by providing thirty (30) days’ written notice to
Escrow Agent. Escrow Agent shall cooperate with the transition of duties to a successor and shall promptly provide
funds and records to its successor as Escrow Agent.

9. Risk of Loss; Liability. Escrow Agent shall not be liable for any damage, liability, or loss arising
out of or in connection with the services rendered by Escrow Agent pursuant to this Agreement, except for any damage,
liability, or loss resulting from the negligence or willful misconduct of Escrow Agent or its employees.

10. Notices. Any notices, requests, demands or other communications required or permitted to be
sent under this Agreement shall be in writing and shall be delivered personally, sent by overnight courier or mailed by
registered or certified mail, return receipt requested, or sent by facsimile or email to the addresses set forth below, or
such other address as a party shall from time to time direct, and shall be deemed to have been received on the day of
personal delivery, one business day after deposit with an overnight courier or three business days after deposit in the
mail, or upon sender’s receipt of facsimile confirmation or email confirmation.

(a) If to the Manager or Company:

EB5 Capital – Jobs Fund 36, LLC

c/o EB5 Capital
6106 MacArthur Blvd., 1st Floor
Bethesda, MD 20816

Attn: Angelique Brunner

Phone: (202) 652-2437

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Fax: (888) 338-3316

Email: abrunner@eb5capital.com

With a copy that shall not constitute notice to:

Seyfarth Shaw LLP

999 Third Avenue, Suite 4700
Seattle, WA 98104

Attn: Robert S. Over

Phone: (206) 946-4930
Fax: (206) 299-7408
Email: rover@seyfarth.com

(b) If to Escrow Agent:

Premium Title & Escrow, LLC

3407 14th Street, NW
Washington, DC 20010

Attn: Benjamin Soto

Phone: (202) 299-9100
Fax: (202) 299-0300
Email: bsoto@premiumtitlellc.com
11. Agent's Fee in the Event of Litigation. In the event that Escrow Agent is made a party to
litigation with respect to the Escrow Account, or brings an action in interpleader, Escrow Agent shall be entitled to
reasonable compensation for such extraordinary services and reimbursement by the Company for all reasonable out of
pocket fees, costs, liability, and expenses, including reasonable attorney fees.

12. Waiver. Any waiver by any party of any breach of any term or condition of this Agreement
shall not operate as a waiver of any other breach of such term or condition or any other term or condition, nor shall any
failure to enforce such provision hereof operate as a waiver of such provision or of any other provision hereof, nor
constitute nor be deemed a waiver or release of any other party for anything arising out of, connected with, or based on
this Agreement.

13. Exhibits. All exhibits, schedules and lists attached to this Agreement or delivered pursuant to
this Agreement shall be deemed a part of this Agreement and incorporated herein, where applicable, as if fully set forth
herein.
14. Amendment and Modification. This Agreement may not be amended, modified, altered,
supplemented or waived except by a written instrument executed by all parties.

15. Applicable Law. This Agreement shall be construed in accordance with and governed by the
laws of the State of Delaware, without giving effect to such jurisdiction’s principles of conflict of laws.

16. Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of
the Parties and their respective successors and assigns. Any corporation or association into which Escrow Agent may
merge, or to which Escrow Agent may sell or transfer its banking business, shall, upon following and upon written notice

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to the Company, be and become successor Escrow Agent hereunder and vested with all powers as was its predecessor
without the execution or filing of any instruments or further act, deed or conveyance on the part of the parties hereto.

17. Entire Agreement. This Agreement contains the complete and exclusive agreement between
the Parties with respect to the subject matter of this Agreement, and supersedes any and all prior understandings,
promises, agreements and representations, whether written or oral, by or between the Parties with respect to the subject
matter of this Agreement.

18. Severability. In the event any court of competent jurisdiction shall hold any provision of this
Agreement invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision
hereof.
19. Third-Party Beneficiary. The Parties hereto do not intend for this Agreement to benefit any
third-party except for the Subscribers, each of whom shall be entitled to enforce the terms of this Agreement as a third-
party beneficiary.

20. Execution in Counterparts. This Agreement may be signed in counterparts and each of such
counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the
same agreement. The signature of any of the Parties to this Agreement may be evidenced by a facsimile or pdf copy of
this document bearing such signature.

[SIGNATURE PAGE TO FOLLOW]

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EXHIBIT A

Certificate of Incumbency
Manager Jobs Fund 36, LLC
(List of Authorized Representatives)

Client Name: Manager Jobs Fund 36, LLC

For: EB5 Capital - Jobs Fund 36, LLC

Account Name: Premium Title & Escrow, LLC - Escrow Agent for EB5 Capital - Jobs Fund 36, LLC

As an Authorized Representative of Manager Jobs Fund 36, LLC, I hereby certify that each person listed below is an
"Authorized Representative" for such entity and has legal authority to sign on behalf of and to bind the Manager, and
that the title and signature appearing beside each name is true and correct.

Name Title Signature

Brian Ostar President of USA EB5

Immigration, LLC

Caroline Ahem Senior Vice President of

Finance and Accounting of USA
EB5 Immigration, LLC c���
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Joseph Tilley Chief Financial Officer of US,t::

Mariana Gomez
EB5 Immigration, LLC

Senior Vice President of

���c.
/
Operations and Compliance of
USA EB5 Immigration, LLC

IN WITNESS WHEREOF, executed as of the date set forth below:

By: ______________ _Date: 9/18/2023

_
Brian Ostar

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