Risk disclosure

01 Nature of this disclosure

This disclosure summarizes the principal risks of acquiring a Simple Agreement for Future Tokens (a SAFT) issued by Forests VC LLC and the digital tokens (tree-NFTs, the Tokens) deliverable on conversion and issued by Cocobolo SPV a Series of Raiz de Oro LLC. It is not exhaustive. You should read the full Offering Documents and consult your own legal, tax and financial advisers before investing.

An investment is speculative and involves a high degree of risk, including the possible loss of your entire investment. It is suitable only for eligible investors who can bear that loss and have no need for liquidity.

02 Eligibility and offering exemptions

The securities are offered only to eligible investors — accredited investors and a limited number of sophisticated non-accredited investors under Reg D Rule 506(b), and non-U.S. persons under Regulation S — admitted through a pre-existing, substantive relationship. There is no general solicitation. The securities have not been registered with the SEC or any regulator, and no regulator has approved or passed upon them.

03 Two-entity structure; unsecured claim; no escrow

• Different issuer for the Tokens. The SAFT is issued by Forests VC LLC; the Tokens are issued by a separate entity, Cocobolo SPV a Series of Raiz de Oro LLC, which at the time of your purchase may not yet exist, may hold no assets and has no operating history.
• Unsecured reliance on the Company. Until Tokens are issued you are an unsecured contractual claimant of Forests VC LLC. Delivery of Tokens depends on the Company forming, funding and causing the SPV to perform.
• No escrow. Funds are deposited directly to the Company's operating account and used immediately for estate establishment — there is no third-party escrow, milestone release or secured refund. On the Company's insolvency you may recover little or nothing and may never receive Tokens.
• Conflicts of interest. The Company controls itself and the SPV, sets intercompany terms and allocates proceeds; its interests may conflict with yours.

04 Development-stage, biological and climate risk

The biological asset is a plantation that is being established. Establishment may be delayed or fail; trees are subject to mortality, pests, disease, fire, drought and weather. A mortality/replacement buffer mitigates but does not eliminate early biological loss. Yields and harvest timing are uncertain.

05 Valuation uncertainty

Any indicative value or net asset value is a mark-to-model estimate derived from dMRV measurements, an attribute-based valuation methodology and appraisals. Projected board-foot yields and maturity values are illustrative modeled estimates, not forecasts or guarantees, and actual realized value may differ materially.

06 Illiquidity and transfer restrictions

The SAFT and the Tokens are restricted securities (Rule 144 / Reg S), subject to holding periods and legends. Once delivered, the Tokens are not transferable by the holder; any permitted change of ownership occurs only through the Company's controlled, eligibility-gated processes. There is no active trading market, and voluntary investor-to-investor transfers are disabled at launch. A compliant secondary market, if any, would operate only through a registered ATS.

07 Token, custody and technology risk

• The Token is a record, not title. A Token evidences your position; it is not the underlying tree, the SPV interest or the legal instrument of your rights, which are defined by the Offering Documents. The Company's internal register — not the blockchain — is the authoritative record of ownership and controls in the event of any discrepancy.
• Hosted custody. You do not self-custody. Wallets are created and operated through a third-party provider under a hosted, split-key model; you hold no seed phrase, and the Company retains administrative and recovery keys. You rely on the Company and the provider and bear related operational, vendor and personnel risk.
• Issuer administrative powers. The Company / Token Issuer may freeze, force-transfer, reissue or migrate positions in defined circumstances (compliance, court or estate orders, theft or lost-access remediation, or a successor contract), in some cases without your signature.
• Immutability and migration. Smart-contract code is immutable once deployed; a defect can be remedied only by deploying a new contract and migrating positions, with its own execution and consent risk.
• Not yet independently audited. The token, wallet and supporting systems are under development, several flows are not yet live, and no independent security audit of the deployed contract has occurred. Smart-contract, oracle, key-management and blockchain-outage failures could cause loss.

08 Payments

Funds are deposited directly to the Company's operating account with no escrow and are used immediately for estate establishment; you bear the associated counterparty and execution risk. See the Payments policy for accepted methods and how funds are handled.

09 Regulatory, foreign-asset and tax risk

• Regulatory. Both instruments are securities; digital-asset, securities and payments rules are evolving and could affect the offering, custody, payments and any secondary trading.
• Foreign asset and title. The estate is in Costa Rica and held through a trust (fideicomiso); title, trust enforceability, CITES (Appendix II) and cross-border enforcement risks apply.
• Tax. U.S. and Costa Rica tax treatment of the SAFT, its conversion into Tokens, any distributions and eventual harvest is complex and uncertain; consult your own tax adviser.

10 Forward-looking statements

This site and the Offering Documents contain forward-looking statements and ESG/carbon estimates subject to significant risks and uncertainties. Actual results may differ materially. Do not place undue reliance on forward-looking statements.