EX-10.7A



 Exhibit 10.7a 
 STOCKHOLDER AGREEMENT 
 This STOCKHOLDER AGREEMENT, dated as of
September 14, 2011 (this “Agreement”), is by and between The St. Joe Company, a Florida corporation (together with any successor entity thereto, the “Company”), on the one hand, and the Fairholme Fund, a
series of The Fairholme Funds (“Fund”), and Fairholme Capital Management, L.L.C., a Delaware limited liability company (“Fairholme Management”), on behalf of the Fairholme Accounts (other than the Fund), on the
other hand (the Fund and Fairholme Management, on behalf of the Fairholme Accounts (other than the Fund), collectively, the “Fairholme Parties”). The Company, Fund and Fairholme Management, on behalf of the Fairholme
Accounts (other than the Fund), are sometimes referred to herein as a “Party” and collectively as the “Parties.” 
 W I T N E S S E T H: 
 WHEREAS, Fairholme Management has stated that is has proxy voting authority, as of August 19, 2011, on behalf of one or more advised accounts, including the Fund (the “Fairholme
Accounts”), with respect to 24,625,602 shares of the common stock of the Company, no par value per share (the “Common Stock”) representing approximately 26.68% of the issued and outstanding Common Stock; 

WHEREAS, the Fairholme Accounts may from time to time desire to acquire additional shares of Common Stock (“Additional
Shares”), and the Majority Independent Board (as hereinafter defined) has concluded that, subject to the covenants and commitments of the parties herein and based on circumstances as they exist on the date hereof, the consummation of such
transactions would be in the best interest of the Company and its shareholders; 
 WHEREAS, on or around April 6, 2009, the
Board approved the acquisition by the Fairholme Accounts of Beneficial Ownership of more than twenty percent (20%) of the Common Stock and accordingly the provisions of Section 607.0902 of the Florida Statutes (the “Control Share
Statute”), which provide that shares acquired in excess of 20% will not possess any voting rights, did not apply; 

WHEREAS, the Control Share Statute would restrict the voting rights of the Fairholme Accounts with respect to any Additional Shares
(including any Common Stock acquired within ninety (90) days prior thereto), to the extent that, following the acquisition of any Additional Shares, the Fairholme Accounts Beneficially Own (a) thirty-three and one-third percent
(33.33%) or more, but less than fifty percent (50%), of the Common Stock (the “1/3 Threshold”) or (b) fifty percent (50%) of the Common Stock (the “Majority Threshold” and together with the 1/3
Threshold, the “Control Share Thresholds”) or more without the Board’s (including the Majority Independent Board’s) prior approval of the acquisition of such Additional Shares by the Fairholme Accounts in excess of the
Control Share Thresholds; 
 WHEREAS, Section 607.0901 of the Florida Statutes (the “Affiliated Transaction
Statute”) may impose certain voting requirements on certain transactions in which the Fairholme Accounts acquired or may acquire Common Stock (including, Additional Shares), to the extent that such transactions constitute “affiliated
transactions” under the Affiliated Transaction Statute without the Majority Independent Board’s approval of such transactions, including approval by a majority of “disinterested directors” as defined under the Affiliated
Transaction Statute; and 







 WHEREAS, in consideration of the Majority Independent Board’s approval of the
acquisition of the Additional Shares by the Fairholme Accounts, and the delivery by the Company of the Board Authorization (as hereinafter defined), the Fund and Fairholme Management, on behalf of the Fairholme Accounts (other than the Fund), each
have agreed to be bound by the restrictions set forth in this Agreement, subject to the right of the Fund or any other Fairholme Account to terminate its advisory agreement with Fairholme Management pursuant to the terms of such advisory agreement
(it being understood that if after such termination of an advisory agreement with Fairholme Management, an alternative advisory agreement or other arrangement is entered into for either of the Fairholme Parties to control the proxy voting authority
of shares of the Company held by such Fairholme Account, then such shares so held will again be covered by this Agreement). 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the Parties agree as follows: 
 ARTICLE I 
 DEFINITIONS 

Section 1.1 Definitions. The following terms, as used in this Agreement, have the following meanings: 

“Act” means the Florida Business Corporation Act, as amended from time to time. 

“Additional Shares” has the meaning set forth in the recitals. 

“Agreement” has the meaning set forth in the preamble. 

“Affiliate” has the meaning set forth in Rule 12b-2 under the Exchange Act 

“Affiliated Transaction Statute” has the meaning set forth in the recitals. 

“Beneficial Owner” or “Beneficially Own” and words of similar import have the meaning given such term
in Rule 13d-3 under the Exchange Act. 
 “Board” means the Board of Directors of the Company. 

“Board Authorization” has the meaning set forth in Section 3.1. 

“Business Day” means any day that is not a Saturday. Sunday or a day on which banks located in the State of Florida are
authorized or obligated by applicable law or executive order to close or are otherwise generally closed. 

  
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 “Common Stock” has the meaning set forth in the recitals. 

“Company” has the meaning set forth in the preamble. 

“Control” (including the terms “Controlling”, “Controlled”, “Controlled
by”, and “under common control with”) or words of similar import have the meaning given such term in Rule 12b-2 under the Exchange Act. 
 “Control Share Statute” has the meaning set forth in the recitals. 
 “Control Share Thresholds” has the meaning set forth in the recitals. 
 “Excess Shares” has the meaning set forth in Section 3.2(a). 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Fairholme Accounts” has the meaning set forth in the recitals. 

“Fairholme Funds” means Fairholme Funds, Inc., a Maryland corporation. 

“Fairholme Management” has the meaning set forth in the preamble. 

“Majority Independent Board” means the Board, as composed of a majority of directors who would not be deemed to be
interested directors for purposes of Section 607.0832 of the Act of the Company. 
 “Non-Affiliate
Holders” means all holders of the then-outstanding shares of Common Stock, other than any of the Fairholme Accounts and any other holder of Common Stock that is an Affiliate of Fairholme Management, as determined in good faith by Fairholme
Management. 
 “Party” and “Parties” have the meanings set forth in the preamble. 

“Person” means an individual or a corporation, partnership, limited liability company, association, trust, or any other
entity or organization, including a government or political subdivision or an agency or instrumentality thereof. 

“Private Sale” means any intended privately-negotiated sale, transfer, pledge or other disposition by any of the
Fairholme Accounts, directly or indirectly, in one transaction or a series of related transactions, of shares of Common Stock that does not occur in an undisclosed principal transaction effected by one or more broker-dealers on or through a
nationally recognized securities exchange or automated inter-dealer quotation system of a registered national securities association. 
 “Proportional Voting Requirement” has the meaning set forth in Section 3.2(a). 
 “Public Sale” means any disposition by any of the Fairholme Accounts, directly or indirectly, in one transaction or a series of related transactions, of shares of Common Stock that


  
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is effected by one or more broker-dealers on or through a nationally recognized securities exchange or automated inter-dealer quotation system of a registered national securities association.

 “SEC” means the Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended. 

“Voting Standstill Period” means the period beginning on the date of this Agreement and ending on the fifth anniversary
hereof. 
 ARTICLE II 
 REPRESENTATIONS OF THE PARTIES 
 Section 2.1 Representations
of the Company. The Company hereby represents to the Fairholme Parties that: (a) this Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to
general equity principles; (b) the execution of this Agreement, the consummation of each of the actions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not (i) conflict
with, result in a breach or violation of, constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, result in the loss of a material benefit or give any right of termination, amendment,
acceleration or cancellation under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any law, any order of any court or other agency of government, the
Company’s Articles of Incorporation and Bylaws (in each case, as amended to date) or the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or
instrument to which the Company is a party or bound or to which its property or assets is subject, or (ii) trigger any “change of control” provisions in any agreement to which the Company is a party; (c) no consent, approval,
authorization, license or clearance of, or filing or registration with, or notification to, any court, legislative, executive or regulatory authority or agency is required in order to permit the Company to perform its obligations under this
Agreement, except for such consents, approvals, authorizations, licenses, clearances, filings, registrations or notifications as have already been obtained or made; and (d) the Company understands and acknowledges that Fairholme Management
provides services to the Fund, subject to the oversight of the board of directors of the Fairholme Funds and that Fairholme Management’s advisory agreement with each of the Fairholme Accounts, including, without limitation, the Fund, is subject
to termination upon delivery of notice. 
 Section 2.2 Representations of the Fairholme Parties. Each of the Fund
and Fairholme Management, on behalf of the Fairholme Accounts (other than the Fund), represents and warrants to the Company (severally and not jointly) that: (a) this Agreement has been duly


  
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authorized, executed and delivered by such Party and is a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (b) the execution of this Agreement,
the consummation of each of the actions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, result in a breach or violation of, or constitute a default (or an event
that with notice or lapse of time or both could become a default) under or pursuant to any law, any order of any court or other agency of government, such Party’s organizational documents or the terms of any indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which such Party is a party or bound or to which its property or assets is subject; and (c) no consent, approval,
authorization, license or clearance of, or filing or registration with, or notification to, any court, legislative, executive or regulatory authority or agency is required in order to permit such Party to perform its obligations under this
Agreement, except for such consents, approvals, authorizations, licenses, clearances, filings, registrations or notifications as have already been obtained or made. 
 ARTICLE III 
 BOARD APPROVAL AND VOTING OBLIGATION 

Section 3.1 Board Approval. As a material inducement to the Fairholme Parties to enter into this Agreement, the Majority
Independent Board has approved the resolutions in the form of Exhibit A hereto, as certified by a duly authorized officer of the Company, which approved the acquisition by the Fairholme Accounts of Beneficial Ownership of the Additional
Shares in excess of the 1/3 Threshold, but not in excess of the Majority Threshold (the “Board Authorization”); provided, that the Board Authorization shall only be effective upon the execution and delivery by the Fairholme Parties
of this Agreement. 
 Section 3.2 Voting by Fairholme Management. 

(a) Subject to Section 3.2(b) and Section 3.2(c), during the Voting Standstill Period if, as of the record dale for determining
the stockholders of the Company entitled to vote at any annual or special meeting of stockholders of the Company (however noticed or called) or for determining the stockholders of the Company entitled to consent to any corporate action by written
consent the Fairholme Accounts, individually or in the aggregate, have the power to vote a number of shares of Common Stock in excess of the greater of (i) 30,775,106 shares of Common Stock representing on the date hereof thirty-three and
one-third percent (33.33%) of the outstanding Common Stock and (ii) thirty-three and one-third percent (33.33%) or more of the then-outstanding shares of Common Stock (in each case, the “Excess Shares”), then at each
such meeting or in each such action by written consent, the Fund and Fairholme Management (on behalf of the Fairholme Accounts other than the Fund) shall vote or furnish a written consent in respect of the Excess Shares, or cause the Excess Shares
to be voted or consented, in each case, in such manner that is in direct proportion to the manner in which all of the Company’s shareholders (including the Fairholme Accounts, but excluding the Excess Shares) vote or


  
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consent (including, for this purpose, any abstentions and “withhold” votes) in respect of each matter, resolution, action or proposal that is submitted to the stockholders of the
Company (such manner of voting the Excess Shares being referred to as the “Proportional Voting Requirement”). Notwithstanding the foregoing, all shares of Common Stock held by any Fairholme Account (other than the Excess Shares) may
otherwise be voted for or against any matter in its sole and absolute discretion or, to the extent that voting authority is exercised for such Fairholme Account by Fairholme Management, then by Fairholme Management in its sole and absolute
discretion. The Company acknowledges the Board’s approval of the acquisition by the Fairholme Accounts of Beneficial Ownership of Additional Shares up to the 1/3 Threshold, which together with all shares of Common Stock up to the 1/3 Threshold
Beneficially Owned by the Fairholme Accounts shall not be subject to the Proportional Voting Requirement, which approval has not been rescinded and is hereby ratified and confirmed. 

(b) With respect to any meeting of stockholders of the Company (however noticed or called) or any action by written consent of the
stockholders of the Company, the number of Excess Shares will be determined by the Company promptly following the record date established for determining the stockholders of the Company entitled to vote at such meeting or entitled to consent to any
corporate action by written consent, respectively. From time to time before the scheduled date for any such meeting, and from time to time during the pendency of any such action by written consent, the Company shall inform Fairholme Management of
the voting tabulations (including, for this purpose, all votes “for” or “against” and all “abstentions” and “withhold” votes by the Non-Affiliate Holders) for such meeting or action by written consent (it
being understood and agreed by the Parties that the Company shall request the proxy solicitation firm engaged by it, if any, in connection with such meeting or action by written consent to provide such tabulations directly to Fairholme Management
from time to time) for the purpose of exercising the voting rights (or comparable rights) attendant to the Excess Shares in accordance with the requirements of this Agreement; provided, however, that the failure of the Company to
obtain, or Fairholme Management to receive, voting tabulations on a daily basis pursuant to Section 3.2(a) and this Section 3.2(b) shall not relieve the Fairholme Accounts of their obligation to vote or consent, or to cause Fairholme
Management to vote or consent, the Excess Shares as provided in Section 3.2(a) and this Section 3.2(b). 
 (c)
Notwithstanding anything to the contrary in Section 3.2(a) or Section 3.2(b), the Proportional Voting Requirement shall not apply to the Fairholme Accounts, and the Fairholme Accounts shall be permitted to vote or consent all shares of
Common Stock that the Fairholme Accounts beneficially own, in connection with any public “solicitation” (as such term is used in the proxy rules of the SEC) of proxies or consents in opposition to, or in favor of the removal of, any of the
Company’s directors or nominees for director by any Person or “group” (as such term is used in Section 13(d) and Section 14(d) of the Exchange Act) to the extent that such solicitation is commenced and conducted by a Person
or “group” other than Fairholme Management and/or the Fairholme Accounts. 
 Section 3.3 Termination of Voting
Standstill Period. Notwithstanding anything to the contrary in this Agreement, the Voting Standstill Period shall immediately be suspended in accordance with the last sentence of this Section 3.3 or terminated, as the case may be, and
during such suspension period, or from and after such termination, respectively, there shall be no 

  
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restriction on any of the Fairholme Accounts’ or, to the extent voting authority is exercised for any Fairholme Account by Fairholme Management, on Fairholme Management’s ability to
vote or furnish a written consent in respect of any shares of Common Stock that it Beneficially Owns, following (a) any Person or “group” (as such term is used in Section 13(d) and Section 14(d) of the Exchange Act) other
than Fairholme Management or the Fairholme Accounts becoming the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the outstanding shares of Common Stock at any time after the date hereof with or without the prior
approval of the Majority Independent Board (for the avoidance of doubt the Person or “group” referred to in this subclause (a) shall not include any Person or “group” that is the Beneficial Owner, directly or indirectly, of
fifteen percent (15%) or more of the outstanding shares of Common Stock as of the date of this Agreement); (b) the public announcement by the Company that it has entered into a definitive agreement, providing for, in one transaction or a
series of related transactions, (i) a merger, consolidation, recapitalization, acquisition, share issuance, restructuring or other business combination involving the Company or any of its “significant subsidiaries” (a subsidiary shall
be deemed “significant” for purposes of this Section 3.3 if shareholder approval is required for approval of such a transaction with any of the Company’s subsidiaries), (ii) a recapitalization, restructuring, reorganization,
liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its “significant subsidiaries,” or (iii) the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially
all of the assets or properties (including the capital stock of subsidiaries) of the Company, other than, in each case described in clauses (i) through (iii) above, in connection with an internal restructuring transaction involving only
the Company, one or more of its subsidiaries and/or any holding company formed for the purpose of such transaction wholly owned by Persons who were stockholders of the Company immediately prior to such transaction; (c) the prior approval of the
Majority Independent Board; (d) with respect to any Additional Shares transferred to a Person that is, or upon the consummation of such transaction would be, a Non-Affiliate Holder in a Private Sale or a Public Sale, the consummation of such
Private Sale or Public Sale; (e) with respect to any Additional Shares Beneficially Owned by a Fairholme Account, the termination of Fairholme Management’s advisory agreement with such Fairholme Account; or (f) the Company’s
material breach of any provision of this Agreement, which breach shall continue uncured for more than ten (10) Business Days after receiving notice of such breach from Fairholme Management (but any such breach hereof by the Company shall not
relieve the Company of the restrictions and agreements made by it herein). In the event that any of the events or transactions identified in clauses (a) or (b) are subsequently withdrawn, terminated or cease to exist, the Voting Standstill
Period shall be reinstated and the terms of this Agreement, including the Proportional Voting Requirement, will again be applicable to the Fairholme Accounts. If following termination of an advisory agreement with a Fairholme Account as provided in
clause (e) above, an alternative advisory agreement or other arrangement is entered into for either of the Fairholme Parties to control the proxy voting authority of Additional Shares Beneficially Owned by such Fairholme Account, then the
Voting Standstill Period shall be reinstated and the terms of this Agreement, including the Proportional Voting Requirement, will again be applicable to the Additional Shares held by such Fairholme Accounts. 

  
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 ARTICLE IV 
 SHARE TRANSFER 
 Section 4.1 Restriction on Transfer.
Fairholme Management shall provide to the Company advance notice at least three (3) Business Days prior to effecting or consummating a Private Sale on behalf of the Fairholme Accounts to (a) any Person pursuant to which such Person and/or
any of such Person’s Affiliates would to Fairholme Management’s knowledge become the Beneficial Owner of twenty (20%) or more of the outstanding Common Stock (as adjusted for any stock dividend, stock split, recapitalization or
similar event in respect of the Common Stock), or (b) any Person who has publicly announced (including, without limitation, by means of any disclosed reservation of the right to take in the future any action of the types enumerated in clauses
(a) through (j) of Item 4 of Schedule 13D under the Exchange Act) an intention to (i) influence or seek control of the Company or the Board, or (ii) conduct a “solicitation” (as such term is used in the proxy rules
of the SEC) to (x) remove and/or elect directors of the Company (including, for this purpose, any nomination sought to be effected in accordance with Rule 14a-11 under the Exchange Act), (y) amend or modify the Company’s articles of
incorporation or bylaws (as the same may be amended), or (z) submit for inclusion in any Company proxy materials any stockholder proposal relating to director nominations or any other business relating to control or influencing control of the
Company or the Board pursuant to Rule 14a-8 under the Exchange Act. Such notice shall, to the extent available, include the identity of the proposed transferee, the proposed price per share, a summary of the material terms of the intended sale,
transfer, pledge or disposition, and a summary of any other transactions, contracts, agreements, arrangements or understandings between Fairholme Management or any of the Fairholme Accounts and the proposed transferee with respect to the Company or
the Common Stock (whether held by the Fairholme Accounts or the proposed transferee). 
 ARTICLE V 

MISCELLANEOUS 
 Section 5.1 Notices. All notices, requests and other communications to any Party hereunder shall be in writing (including fax or similar writing) and shall be given to: 

If to the Company: 
 The St. Joe Company 
 133 South WaterSound Parkway 

WaterSound, Florida 32413 

			
	Attn:	  	General Counsel
	Phone:	  	(850) 588-2205
	Fax:	  	(850) 588-2309

 If to Fairholme Management: 

Fairholme Capital Management, L.L.C. 
 4400 Biscayne Boulevard, 9th Floor 
 Miami, Florida 33137 

			
	Attn:	  	General Counsel
	Phone:	  	(305) 358-3000
	Fax:	  	(305) 358-8002


  
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 or such other address or fax number as such Party may hereafter specify for the purpose of giving such
notice to the Party. Each such notice, request or other communication shall be deemed to have been received (a) if given by fax, when such fax is transmitted to the fax number specified pursuant to this Section 5.1 and appropriate
confirmation of receipt is received, or (b) if given by any other means, when delivered in person or by overnight courier or two (2) Business Days after being sent by registered or certified mail (postage prepaid, return receipt
requested). 
 Section 5.2 No Waivers; Amendments. 

(a) No failure or delay on the part of any Party in exercising any right, power or privilege hereunder will operate as a waiver thereof,
nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 
 (b) Neither this Agreement nor any term or provision hereof may be amended or waived in any manner other than by instrument in writing signed, in the case of an amendment, by each of the Parties, or in
the case of a waiver, by the Party against whom the enforcement of such waiver is sought. 
 Section 5.3 Disposition of
the Common Stock. Nothing in this Agreement shall prevent any of the Fairholme Accounts or Fairholme Management, on behalf of the Fairholme Accounts, from selling, transferring, pledging or otherwise disposing of any shares of Common Stock that
it owns and the terms and restrictions of this Agreement shall not apply or be in any way applicable to any purchaser of any of the shares of Common Stock owned (now or in the future) by any of the Fairholme Accounts if such purchaser is a
Non-Affiliate Holder. 
 Section 5.4 Further Assurances. From time to time, as and when requested by any Party, the
other Party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other lawful actions as such requesting Party may reasonably deem necessary or
desirable to evidence and effectuate the terms and provisions of this Agreement. 
 Section 5.5 Successors and
Assigns. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and assigns. Neither of the Parties may assign any of its rights or
obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that Fairholme Management may assign this Agreement to any of its Affiliates without the
Company’s prior consent as long as such Affiliate has agreed to be bound by the terms and conditions of this Agreement in a manner reasonably acceptable to the Company. 

  
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 Section 5.6 Severability. The invalidity or unenforceability of any provision of
this Agreement in any jurisdiction will not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any
other jurisdiction, it being intended that all rights and obligations of the Parties hereunder will be enforceable to the fullest extent permitted by applicable law. 
 Section 5.7 Specific Performance. The Parties hereby acknowledge and agree that the failure of any Party to perform its agreements and covenants hereunder, including its failure to take all
actions as are necessary on its part to consummate the terms and provisions contemplated hereby, will cause irreparable injury to the other Party, for which damages, even if available, will not be an adequate remedy. Accordingly, each Party hereby
consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such Party’s obligations, to prevent breaches of this Agreement by such Party and to the granting by any court of the remedy of
specific performance of such Party’s obligations hereunder, without bond or other security being required, in addition to any other remedy to which any Party is entitled at law or in equity. Each Party irrevocably waives any defenses based on
adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any Party. 

Section 5.8 Governing Law. THIS AGREEMENT WILL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF FLORIDA (WITHOUT REFERENCE TO CONFLICTS OF LAWS PROVISIONS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER WILL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

Section 5.9 Consent to Jurisdiction; Venue; Waiver of Jury Trial. 

(a) Consent to Jurisdiction; Venue. Each of the Parties, on their own behalf and on behalf of their respective successors and
permitted assigns, (i) hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state courts of the State of Florida in the County of Miami-Dade, City of Miami and to the jurisdiction of the United States District
Court for the Southern District of Florida, for the purpose of any action relating to or arising out of this Agreement or any agreement referred to herein brought by any of the Parties or their respective successors or permitted assigns, and
(ii) to the extent permitted by applicable law, hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any action, any claim that it is not personally subject to the jurisdiction of the above-named courts,
that its property is exempt or immune from execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that this Agreement or any agreement referred to herein
may not be enforced in or by such court. Each of the Parties hereby agrees that service of process in any action, suit or proceeding with respect to any matter as to which it submits to jurisdiction herein may be served by mailing a


  
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copy thereof by registered or certified mail, postage prepaid, return receipt requested, addressed to a Party at its address provided for notices hereunder, such service to become effective seven
(7) Business Days after such mailing. 
 (b) Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT. INSTEAD, ANY DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH
TRIAL WITHOUT A JURY. 
 Section 5.10 Counterparts. This Agreement may be executed in one (1) or more
counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. This Agreement and any signed contract entered into in connection herewith or contemplated hereby, and any amendments
hereto or thereto, to the extent signed and delivered by means of a facsimile machine or electronic transmission in portable document (“pdf”), shall be treated in all manner and respects as an original contract and shall be considered to
have the same binding legal effects as if it were the original signed version thereof delivered in person. 
 Section 5.11
Entire Agreement. This Agreement constitutes the entire agreement and understanding among the Parties and supersedes any and all prior agreements and understandings, written or oral, relating to the subject matter hereof. 

Section 5.12 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and
“including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or
plural, whichever shall be applicable; and (d) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires,
references herein: (x) to Articles, Sections and Exhibits mean the Articles and Sections of, and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as
amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations
promulgated thereunder. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or
interpretation against the Party drafting an instrument or causing any instrument to be drafted. 
 [The remainder of this
page has been intentionally left blank.] 

  
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 IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed as of
the date first written above. 
  

					
	THE ST. JOE COMPANY
		
	By:	 	 





		 	Name:	 	PARK BRADY
		 	Title:	 	PRINCIPAL EXECUTIVE OFFICER
	
	FAIRHOLME CAPITAL MANAGEMENT, L.L.C.
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	FAIRHOLME FUNDS, INC., on behalf of its series The Fairholme Fund
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 [Signature Page to Stockholder Agreement] 







 IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed as of
the date first written above. 
  

					
	THE ST. JOE COMPANY
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	FAIRHOLME CAPITAL MANAGEMENT, L.L.C.
		
	By:	 	 





		 	Name:	 	BRUCE R BERKOWITZ
		 	Title:	 	MANAGING MEMBER
	
	FAIRHOLME FUNDS, INC., on behalf of its series The Fairholme Fund
		
	By:	 	 





		 	Name:	 	BRUCE R BERKOWITZ
		 	Title:	 	


 [Signature Page to Stockholder Agreement] 







 EXHIBIT A 

RESOLUTIONS 
 OF THE 
 BOARD OF DIRECTORS OF 

THE ST. JOE COMPANY 
 September 12, 2011 
 WHEREAS, the Board of Directors (the
“Board”) of The St. Joe Company, a Florida corporation (the “Company”), has reviewed and considered the terms and conditions of that certain Stockholder Agreement, substantially in the form attached hereto as
Appendix A (the “Stockholder Agreement”), by and among the Company, on the one hand, and the Fairholme Fund, a series of The Fairholme Funds, Inc. (“Fund”), and Fairholme Capital Management, L.L.C., a
Delaware limited liability company (“Fairholme Management”), on behalf of the Fairholme Accounts (other than the Fund), on the other hand (the Fund and Fairholme Management collectively, the
“Fairholme Parties”). Capitalized terms used, but not defined herein, shall have the meanings given such terms in the Stockholder Agreement; 
 WHEREAS, the Board, with the assistance of its independent legal advisors, has carefully evaluated, discussed and considered such factors and information regarding the Company and its assets,
business, financial condition, and prospects and the Fairholme Parties as it has deemed necessary or appropriate in order to properly reach a fully informed conclusion and deems it advisable, fair and in the best interest of the Company and its
shareholders that the Company enter into the Stockholder Agreement and perform its obligations thereunder on the terms and subject to the conditions set forth in the Stockholder Agreement; 

WHEREAS, the Fairholme Parties have stated in the Stockholder Agreement that Fairholme Management has proxy voting authority, as
of August 19, 2011, on behalf of one or more advised accounts, including the Fund (the “Fairholme Accounts”), with respect to 24,625,602 shares of the common stock of the Company, no par value per share (the “Common
Stock”) representing approximately 26.68% of the issued and outstanding Common Stock (the “Fairholme Shares”); 
 WHEREAS, the Fairholme Accounts may desire to acquire from time to time additional shares of Common Stock (the “Additional Shares”); 

WHEREAS, Section 607.0902 of the Florida Statutes (as presently in effect and as the same may hereafter be amended, the
“Control Share Statute”), provides, among other things, that shares acquired in a “control share acquisition” (as defined in the Control Share Statute) will not confer any voting rights to the acquirer of
such shares unless such voting rights are approved in the manner set forth in the Control Share Statute; 
 WHEREAS,
Section 607.0901 of the Florida Statutes (as presently in effect and as the same may hereafter be amended, the “Affiliated Transaction Statute”), imposes shareholder voting requirements on “affiliated transactions”
(as defined in the Affiliated Transaction Statute) unless such transactions are approved in the manner set forth in the Affiliated Transaction Statute; 







 WHEREAS, pursuant to the Control Share Statute, the Board may cause the restrictions
imposed by the Control Share Statute to be inapplicable to an acquisition of shares that would otherwise result in such acquisition constituting a “control share acquisition” by approving such acquisition before the consummation thereof;

 WHEREAS, the Board has previously approved the acquisition by the Fairholme Accounts of Beneficial Ownership of Common
Stock of shares representing more than 20% of the Common Stock, thus effectively up to the 1/3 Threshold, causing the restrictions imposed by the Control Share Statute to be inapplicable to the acquisition of such shares (the “1/3 Threshold
Approval”); 
 WHEREAS, pursuant to the Affiliated Transaction Statute, the Board may cause the shareholder
voting requirements imposed by the Affiliated Transaction Statute to be inapplicable to transactions that constitute “affiliated transactions” thereunder by approving such transactions; and 

WHEREAS, in consideration of Fairholme entering into the Stockholder Agreement, and as a condition precedent thereto, the Board,
including a majority of directors who are not interested directors for purposes of Section 607.0832 of the Florida Statutes and a majority of disinterested directors for purposes of Section 607.0901 of the Florida Statutes, hereby approves
and adopts the following resolutions. 
 NOW, THEREFORE, IT IS HEREBY: 

RESOLVED, that after careful consideration of all factors which the Board has deemed relevant, the Board hereby authorizes,
approves, empowers the Company to perform and declares advisable the execution, delivery and performance of the Stockholder Agreement, and determines that the terms of the Stockholder Agreement, are fair to, and in the best interests of, the
shareholders of the Company; and 
 BE IT FURTHER RESOLVED, that the acquisition by the Fairholme Accounts, from time to
time and in one or more separate transactions, of Additional Shares up to the Majority Threshold are hereby made exempt from, shall not be subject to any restrictions by reason of, shall not constitute “control shares” under, and shall not
be limited in any respect as to voting rights, rights of disposition or otherwise under, any of the provisions of the Control Share Statute, that the Additional Shares up to the Majority Threshold are hereby and shall continue to be wholly exempt
from the provisions of the Control Share Statute for all purposes, and that no past or future acquisition of Common Stock by the Fairholme Accounts shall in any respect change, modify, negate, rescind, limit or otherwise impair the effect of this
resolution with respect to the Additional Shares up to the Majority Threshold; provided that the foregoing shall only be effective upon the execution and delivery of the Stockholder Agreement by the Fairholme Parties; and 

BE IT FURTHER RESOLVED, that the acquisition by the Fairholme Accounts of Additional Shares up to the Majority Threshold
(collectively with the Fairholme Shares, the “Subject Shares”) are hereby made exempt from, shall not be subject to any restrictions or 







 
conditions by reason of, the shareholder voting requirements under, and shall not be limited in any respect by any of the provisions of the Affiliated Transaction Statute, that the Subject Shares
are hereby and shall continue to be wholly exempt from the provisions of the Affiliated Transaction Statute for all purposes, and that no past or future acquisition of Common Stock by the Fairholme Accounts shall in any respect change, modify,
negate, rescind, limit or otherwise impair the effect of this resolution with respect to the Subject Shares; and 
 BE IT
FURTHER RESOLVED, that the form, terms and provisions of the Stockholder Agreement is hereby ratified, confirmed, approved and adopted in all respects and that the officers of the Company (collectively, the “Authorized
Officers”), be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to execute and deliver the Stockholder Agreement in such form, with such non-material changes therein,
deletions therefrom or additions thereto as the Authorized Officer or Authorized Officers executing the same shall approve, the signature of such Authorized Officers thereon to be conclusive evidence of the approval of such changes, deletions or
additions, and to take any and all such further actions and to prepare, execute, deliver and file all such further reports, schedules, statements, consents, documents, agreements, certificates and undertakings, in the name and on behalf of the
Company, as such Authorized Officer or Authorized Officers shall determine to be necessary or appropriate to carry into effect the intent and purpose of any and all of the foregoing resolutions; and 

BE IT FURTHER RESOLVED, that the 1/3 Threshold Approval be, and the same hereby is, ratified, approved and confirmed in all
respects; and 
 BE IT FURTHER RESOLVED, that all actions heretofore taken by any officer or agent of the Company, in the
name and on behalf of the Company, in connection with any of the matters described in and within the scope of the foregoing resolutions be, and the same hereby are, ratified, approved and confirmed in all respects; and 

BE IT FURTHER RESOLVED, that the Secretary or Assistant Secretary of the Company shall execute and deliver to the Fairholme
Parties a certificate of these resolutions and each of the Authorized Officers be, and each of them hereby is, authorized and empowered to take all such further action and to execute and deliver all such further agreements, certificates, instruments
and documents, in the name and on behalf of the Company, and if requested or required, under its corporate seal duly attested by the Secretary or Assistant Secretary.