Page 32 of 42 – SEC Filing
(f) The
nominee was not in the last five years, found by a court of competent jurisdiction in a civil action or by the Commodity Futures
Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity
Futures Trading Commission has not been subsequently reversed, suspended or vacated.
6) None
of the nominee or her related persons has a direct or indirect interest in any transaction or series of similar transactions since
the beginning of the Company’s last fiscal year or any currently proposed transaction or series of similar transactions,
in which the Company or any of its subsidiaries was or is to be a participant and the amount involved exceeds $120,000.
7) Ms.
Cohernour does not directly own any shares of common stock of CTO. As of the date of this notice, Wintergreen Advisers, LLC (the
“Adviser”) may be deemed to beneficially own 1,553,075 shares of common stock, par value $1.00 per share (“Stock”),
of CTO, which constitutes 27.82% of CTO’s Stock outstanding. The Stock was purchased between February 21, 2006 and November
10, 2016. The dates upon which Wintergreen acquired ownership of CTO’s shares is set forth on Appendix B, attached hereto.
As of the date of this notice, Wintergreen Partners Fund, LP (the “Partnership”) beneficially owns 294,100 shares of
Stock (approximately 5.27% of CTO’s stock outstanding), which includes 5,882 shares of Stock held of record by the Partnership.
The Stock was purchased between February 21, 2006 and November 10, 2016. The Adviser is the investment adviser to the Fund which
owns 1,232,334 shares of Stock (approximately 22.08% of CTO’s stock outstanding), of which 24,647 shares of Stock are held
of record. The Adviser is also the investment adviser to Wintergreen Partners Offshore Master Fund, Ltd, a Cayman Islands exempted
company, which owns 26,641 shares of Stock (approximately 0.47% of CTO’s stock outstanding), of which 533 shares of Stock
are held of record. The Adviser also serves as investment adviser to the Partnership. Wintergreen has beneficially owned more than
10% of the Stock since May 2006. Solely for the purposes of Section 16 of the Securities Exchange Act of 1943, as amended, the
Adviser disclaims beneficial ownership of the Stock except to the extent of its pecuniary interest therein.
8) Although
there is no formal written agreement, in connection with her position as a director of the Company, it is anticipated that Ms.
Cohernour will vote with the other nominees nominated by the Adviser. The nominee does not currently hold any position or office
with the Company nor has she ever served previously as a director of the Company. Neither nominee nor any of her associates has
any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with
respect to any future transactions to which the Company or any of its affiliates will or may be a party.
9) Except
as disclosed, nominee is not, nor within the past year was, a party to any contract, arrangements or understandings with any person
with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.
10) Except
as disclosed, there is no arrangement or understanding pursuant to which the nominee is proposed to be elected.
11) As
previously disclosed, Ms. Cohernour is the Chief Operating Officer of the Adviser, which may be deemed to beneficially own 27.82%
of CTO’s Stock. The Adviser is paid a management fee by the Partnership, the Master Fund, and the Fund, respectively. The
management fee is calculated as a percentage of the net assets of the Partnership, the Master Fund and the Fund, respectively.
Ms. Cohernour, as Chief Operating Officer of the Adviser, is entitled to receive a portion of such management fee. Ms. Cohernour
is also the managing member of Wintergreen GP, LLC, a Delaware limited liability company that serves as the general partner of
the Partnership (the “General Partner”) and holder of special allocation class shares of the Master Fund. Additionally,
the General Partner is entitled to receive an allocation of a percentage of the net profits of the Partnership and the Master Fund,
and, as an owner of the General Partner, Ms. Cohernour is entitled to receive a portion of such allocation of net profits.
12) The
nominee has indicated her availability in respect of the meetings of the Board that have been scheduled for calendar year 2018
to the extent that they are known.
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