13D Filing: Wintergreen Advisers and Consolidated Tomoka Land Co (CTO)

The Reporting Persons
acquired the Shares for investment purposes in the course of the Reporting Persons’ investing activities, and will review their
investment in the Issuer on a regular basis. The Reporting Persons have had and may continue to have discussions with the Issuer’s
management, members of the Issuer’s Board of Directors, other significant shareholders and others regarding the Issuer’s
business, strategy and future plans and alternatives that the Issuer could employ to maximize shareholder value.

On November 13, 2017,
the Reporting Persons delivered a shareholder proposal (the “Shareholder Proposal”) to the Issuer for inclusion in the
Issuer’s 2018 proxy statement. A copy of the Shareholder Proposal is attached hereto as Exhibit B and incorporated herein
by reference. The Shareholder Proposal requests the Issuer’s Board of Directors to take immediate steps to narrow the discount
between NAV and the Issuer’s share price by hiring an independent, previously unaffiliated, adviser to maximize shareholder
value by evaluating all options for the Issuer, including through a sale of the Issuer or through the liquidation of the Issuer’s
assets.

On November 24, 2017,
the Reporting Persons delivered a nomination (the “Nomination”) to the Issuer presenting three director nominees to be
voted on at the Issuer’s 2018 annual meeting of shareholders. A copy of the Nomination is attached hereto as Exhibit C and
incorporated herein by reference. Wintergreen Advisers’ nominees (the “Nominees”) for the Issuer’s 2018 annual meeting
include (1) Liz Cohernour, Chief Operating Officer of Wintergreen Advisers, (2) Evan Ho, a former employee of Wintergreen Advisers
who currently provides consulting services to Wintergreen Advisers pursuant to an agreement between Wintergreen Advisers and an
entity controlled by Mr. Ho, and (3) David J. Winters, Chief Executive Officer of Wintergreen Advisers. Although there is no formal
written agreement, it is anticipated that each of the Nominees will vote with the other Reporting Persons and the other Nominees.

Despite
the Issuer’s  assertions during the 2017 Proxy Contest, Wintergreen (as defined in Exhibits B and C below), as the
largest shareholder of the Issuer with a 27.82% holding, has no representatives on the Board.  The directors who were originally
nominated by Wintergreen have not been supported by Wintergreen since 2015. This lack of support was well known by the Issuer,
and this blatant misrepresentation that there are Wintergreen directors sitting on the Issuer’s board should be grounds
for them to immediately step down.

Wintergreen
believes that the Issuer’s apparent march toward a conversion to a REIT would have disastrous results for the Issuer’s
shareholders.  Based on Wintergreen’s calculations (please see pages 4-6 of Exhibit C), Wintergreen estimates that
Wintergreen’s plan to maximize value could result in a 64% to 69% premium to the Issuer’s REIT plan.  Wintergreen’s
Nominees will work to ensure that shareholders receive fair value for their shares. Wintergreen believes the Issuer’s managements
actions continue to cause the Issuer to trade at a massive discount to NAV.

It is time for the Issuer’s
Board to properly focus on the rights of shareholders and not be beholden to management.   Wintergreen believes
a vote for each of these Wintergreen Nominees, Liz Cohernour, Evan Ho and David Winters will benefit all shareholders.

The Reporting Persons
intend to closely evaluate the performance of the Issuer, including, but not limited to, its share price, business, assets, operations,
financial condition, capital structure, management’s performance and prospects of the Issuer. In addition, the Reporting Persons
reserve the right to, without limitation, acquire additional Shares, dispose of all or some of the Shares they currently hold from
time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold
the Shares. Further, the Reporting Persons reserve the right to revise their plans or intentions and to take any and all actions
that they may deem appropriate to maximize the value of their investment in the Issuer in light of their general investment policies,
market conditions, and subsequent developments affecting the Issuer.

The Reporting Persons
have no plans or proposals as of the date of this filing which, other than as expressly set forth above, relate to, or would result
in, any of the actions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.