13D Filing: Fairholme (FAIRX) and St Joe Co (JOE)

(a-e)
As of the date hereof, Fairholme may be deemed to be the beneficial owner of 26,572,685 Shares (40.1%) of the Issuer, the Fund
may be deemed to be the beneficial owner of 23,157,435 Shares (34.9%) of the Issuer and Mr. Berkowitz may be deemed to be the beneficial
owner of 27,026,585 Shares (40.8%) of the Issuer, based upon the 66,321,224 Shares outstanding as of October 30, 2017, according
to the 10-Q filed by the Issuer on November 2, 2017. Of the 23,157,435 Shares deemed to be beneficially owned by the Fund, 22,730,687
are owned by the Fairholme Fund and 426,748 are owned by The Fairholme Allocation Fund, each a series of the Fund.

Fairholme has the sole
power to vote or direct the vote of 0 Shares, the Fund has the sole power to vote or direct the vote of 0 Shares and Bruce R. Berkowitz
has the sole power to vote or direct the vote of 453,900 Shares to which this filing relates. Fairholme has the shared power to
vote or direct the vote of 23,731,235 Shares, the Fund has the shared power to vote or direct the vote of 23,157,435 Shares and
Mr. Berkowitz has the shared power to vote or direct the vote of 23,731,235 Shares to which this filing relates.

Fairholme has the sole
power to dispose or direct the disposition of 0 Shares, the Fund has the sole power to dispose or direct the disposition of 0 Shares
and Mr. Berkowitz has the sole power to dispose or direct the disposition of 453,900 Shares to which this filing relates. Fairholme
has the shared power to dispose or direct the disposition of 26,572,685 Shares, the Fund has the shared power to dispose or direct
the disposition of 23,157,435 Shares and Mr. Berkowitz has the shared power to dispose or direct the disposition of 26,572,685
Shares to which this filing relates.

The
transactions effected in the Shares during the 60 days prior to the date of this filing are set forth in Exhibit B and each
transaction was an open-market transaction except as noted otherwise.

The Reporting Persons
specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.