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| 2 CTO Realty Growth, Inc. FORWARD LOOKING STATEMENTS Certain statements contained in this presentation (other than statements of historical fact) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by words such as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions, as well as variations or negatives of these words. Although forward-looking statements are made based upon management’s present expectations and reasonable beliefs concerning future developments and their potential effect upon the Company, a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking statements. Such factors may include:(1) uncertainties relating to the estimate of the amount of the Special Distribution;(2) the expected timing and likelihood of completion of the Merger;(3) the possibility that the Company’s shareholders may not approve the Merger;(4) risks related to disruption of management’s attention from ongoing business operations due to the Merger and REIT conversion;(5) the Company’s ability to remain qualified as a REIT;(6) the Company’s exposure to U.S. federal and state income tax law changes, including changes to the REIT requirements;(7) general adverse economic and real estate conditions;(8) the ultimate geographic spread, severity and duration of pandemics such as the recent outbreak of novel coronavirus, actions that may be taken by governmental authorities to contain or address the impact of such pandemics, and the potential negative impacts of such pandemics on the global economy and the Company’s financial condition and results of operations;(9) the inability of major tenants to continue paying their rent or obligations due to bankruptcy, insolvency or a general downturn in their business;(10) the completion of 1031 exchange transactions;(11) the availability of investment properties that meet the Company’s investment goals and criteria;(12) the uncertainties associated with obtaining required governmental permits and satisfying other closing conditions for planned acquisitions and sales; and (13) an epidemic or pandemic (such as the outbreak and worldwide spread of COVID-19), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, which may (as with COVID-19) precipitate or exacerbate one or more of the above-mentioned and/or other risks, and significantly disrupt or prevent us from operating our business in the ordinary course for an extended period. For additional information regarding factors that may cause the Company’s actual results to differ materially from those set forth in the Company’s forward-looking statements, the Company refers you to the information contained under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and in the Company’s Definitive Proxy Statement on Schedule 14A dated October 19, 2020, each as filed with the Securities and Exchange Commission. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company undertakes no obligation to update the information contained in this presentation to reflect subsequently occurring events or circumstances. Investor Inquiries: Matthew M. Partridge Chief Financial Officer (386) 944-5643 mpartridge@ctorealtygrowth.com |