FRP
    FRP HOLDINGS, INC. S H A R E S COMMON STOCK COMMON STOCK CUSIP 30292L 10 7 INCORPORATED UNDER THE LAWS OF THE STATE OF
    FLORIDA SEE REVERSE FOR CERTAIN DEFINITIONS is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR
    VALUE $.10 PER SHARE, OF FRP HOLDINGS, INC. transferable on the books of the Corporation in person or by duly authorized
    attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer
    Agent and registered by the Registrar. WITNESS the facsimile signatures of the Corporation’s duly authorized officers.
    Dated: SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST
    COMPANY, LLC (Brooklyn, NY) TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE ABnote North America 711 ARMSTRONG
    LANE PROOF OF: DECEMBER 1, 2014 COLUMBIA, TENNESSEE 38401 FRP HOLDINGS, INC. (931) 388-3003 WO- 09268 FACE SALES:
    HOLLY GRONER 931-490-7660 OPERATOR: MV NEW Colors Selected for Printing: Intaglio prints in SC-11A Med. Orange.







    	 



    	 



    


The
Corporation will furnish to any shareholder, upon request and without charge, a full statement of the designation, relative rights,
preferences and limitations of the shares of each class and series authorized to be issued, and of the authority of the board
of directors to divide the shares into classes or series and to determine and change the relative rights, preferences and limitations
of any class or series.


     The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


	 	 	 	 	 	 	 	 	 
	 	TEN COM	–	as tenants in common	UNIF GIFT MIN ACT–	 	Custodian	 
	 	TEN ENT 	–	as tenants by the entireties	 	(Cust)	 	(Minor)
	 	JT TEN 	–	as joint tenants with right of 	 	under Uniform Gifts to Minors 
	 	 	 	survivorship and not as tenants 	 	Act	 	 
	 	 	 	in common	 	 	(State)	 


Additional
abbreviations may also be used though not in the above list.


     FOR
VALUE RECEIVED, ______________________________ hereby sell, assign and transfer unto


	 	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER	 
	IDENTIFYING
    NUMBER OF ASSIGNEE	 
	 	 




	 
	(PLEASE PRINT OR TYPEWRITE NAME AND
    ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	 
	 




	 	 
	 	 Shares
	of the capital stock represented by the within Certificate, and
    do hereby irrevocably constitute and appoint	 
	 	 
	 	 Attorney
	to transfer the said stock on the books of the within named Corporation
    with full power of substitution in the premises.	 


 


	 	 	 	 	 
	Dated 	 	 	 
	 	 	 	 
	 	 	X	 
	 	 	 	 
	 	 	X	 
	 	NOTICE:  	THE SIGNATURE(S) TO THIS ASSIGNMENT
    MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
    OR ANY CHANGE WHATEVER.
	 	 	 	 
	Signature(s) Guaranteed	 	 
	 	 	 	 
	By	 	 
	SIGNATURE(S) MUST BE GUARANTEED
    BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK EXCHANGE, OR BY A BANK (OTHER THAN A SAVINGS BANK) OR A TRUST COMPANY.
    THE GUARANTEEING FIRM MUST BE A MEMBER OF THE MEDALLION GUARANTEE PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.	 
	 	 	 	 	 




	 	 
	ABnote
    North America 	 
	711
    ARMSTRONG LANE	PROOF
    OF: DECEMBER 1, 2014
	COLUMBIA,
    TENNESSEE 38401	FRP
    HOLDINGS, INC.
	(931)
    388-3003	WO-
    09268 BACK
	SALES:
    HOLLY GRONER 931-490-7660	OPERATOR:
    MV
	 	NEW


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