Page 36 of 42 – SEC Filing
7) Mr.
Winters does not directly own any shares of common stock of CTO. However, as Chief Executive Officer of the Adviser, Mr. Winters
may be deemed to indirectly beneficially own 1,553,075 shares of common stock of CTO. As of the date of this notice, 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 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 1934, 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 his position as a director of the Company, it is anticipated that Mr.
Winters will vote with the nominees of the Adviser. The nominee does not currently hold any position or office with the Company
nor has he ever served previously as a director of the Company. Neither nominee nor any of his 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, David Winters is CEO and principal 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. Mr. Winters, as
CEO of the Adviser, is entitled to receive a portion of such management fee. Mr. Winters 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, Mr. Winters
is entitled to receive a portion of such allocation of net profits.
12) The nominee has indicated his 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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