-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Fk7/LYCqaZyhjRTHslPRY7DD4Mv0nr9RKpzo0ftEypCVhVpjXaTOLWOAuVBsItxU
 L5mhwc8tVkB7Coa7qHsYVg==

<SEC-DOCUMENT>0000793524-10-000028.txt : 20101201
<SEC-HEADER>0000793524-10-000028.hdr.sgml : 20101201
<ACCEPTANCE-DATETIME>20101201094230
ACCESSION NUMBER:		0000793524-10-000028
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20101201
ITEM INFORMATION:		Entry into a Material Definitive Agreement
FILED AS OF DATE:		20101201
DATE AS OF CHANGE:		20101201

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RESEARCH FRONTIERS INC
		CENTRAL INDEX KEY:			0000793524
		STANDARD INDUSTRIAL CLASSIFICATION:	PATENT OWNERS & LESSORS [6794]
		IRS NUMBER:				112103466
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09399
		FILM NUMBER:		101223674

	BUSINESS ADDRESS:	
		STREET 1:		240 CROSSWAYS PARK DR
		CITY:			WOODBURY
		STATE:			NY
		ZIP:			11797-2033
		BUSINESS PHONE:		5163641902

	MAIL ADDRESS:	
		STREET 1:		240 CROSSWAYS PARK DR
		CITY:			WOODBURY
		STATE:			NY
		ZIP:			11797-2033
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8krfi120110.txt
<DESCRIPTION>RESEARCH FRONTIERS CURRENT REPORT ON FORM 8-K DATED DECEMBER 1, 2010
<TEXT>
=====================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM 8-K

                             ----------------------

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 1, 2010

                             ----------------------

                        RESEARCH FRONTIERS INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                      1-9399               11-2103466
(STATE OR OTHER JURISDICTION    (COMMISSION FILE NUMBER)   (IRS EMPLOYER
     OF INCORPORATION)                                      IDENTIFICATION NO.)

                            240 CROSSWAYS PARK DRIVE
                          WOODBURY, NEW YORK 11797-2033
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 364-1902

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
 (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

=====================================================================

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On December 1, 2010, Research Frontiers Incorporated issued a
press release announcing that it had raised $1,475,000 in gross
proceeds from the sale of 295,000 shares of common stock, and
warrants expiring November 30, 2015 to purchase 59,000 shares of
common stock at a warrant exercise price of $6.75 per share pursuant
to its outstanding shelf registration statement on Form S-3
(Registration No.333-159093) that was declared effective by
the Securities and Exchange Commission on May 28, 2009.
The information contained in the press release dated
December 1, 2010 is incorporated herein by reference and filed as
Exhibit 99.1 hereto. A copy of this press release is available on
the Company's website at http://www.SmartGlass.com.

      On December 1, 2010, Research Frontiers Incorporated filed the
prospectus supplement relating to the issuance and sale of the above
securities with the Securities and Exchange Commission.
In connection with that filing,Research Frontiers is filing the
related form of Subscription Agreement and Warrant Agreement
that the Company entered into with the purchasers as Exhibits
to this current report on Form 8-K.


The press release may include statements that may constitute
"forward-looking" statements as referenced in the Private
Securities Litigation Reform Act of 1995. Those statements usually
contain words such as "believe", "estimate", "project", "intend",
"expect", or similar expressions. Any forward-looking statements are
made by the Company in good faith, pursuant to the safe-harbor
provisions of the Act. These forward-looking statements reflect
management's current views and projections regarding economic
conditions, industry environments and Company performance. Factors,
which could significantly change results, include but are not
limited to: sales performance, expense levels, competitive activity,
interest rates, changes in the Company's financial condition and
several business factors. Additional information regarding these
and other factors may be included in the Company's quarterly 10-Q
and 10K filings and other public documents, copies of which are
available from the Company on request. By making these
forward-looking statements, the Company undertakes no obligation
to update these statements for revisions or changes after the
date of the press release.


The information in this Form 8-K shall not be  deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of  1934,
nor shall they be deemed incorporated by reference in any filing
under the  Securities Act of 1933, except as shall be expressly
set forth by specific reference in such filing.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c)   Exhibits.

      1.1   Form of Subscription Agreement dated November 29, 2010.

      1.2   Form of Warrant Agreement.

      99.1  Research Frontiers Press Release dated December 1, 2010.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          RESEARCH FRONTIERS INCORPORATED

Dated: December 1, 2010

                                          /s/ Joseph M. Harary
                                          ---------------------------
                                          By: Joseph M. Harary
                                          Title: President
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>subagrex11.txt
<DESCRIPTION>FORM OF SUBSCRIPTION AGREEMENT WITH INVESTORS DATED NOVEMBER 29, 2010
<TEXT>
                  RESEARCH FRONTIERS INCORPORATED
                      SUBSCRIPTION AGREEMENT


                                          November 29, 2010

Research Frontiers Incorporated
240 Crossways Park Drive
Woodbury, New York 11797-2033
Attention: Joseph M. Harary, President and CEO

Gentlemen:

     This Subscription Agreement is made by and between
Research Frontiers Incorporated, a Delaware corporation (the
"Company"), and the undersigned (the "Subscriber"), in connection
with the offering (the "Offering") of certain shares of common
stock of the Company, $.0001 par value per share (the "Shares")
and related stock purchase warrants. For every five (5) Shares
purchased by the Subscriber, hereunder, the Subscriber shall also
receive one (1) warrant expiring on November 30, 2015 (the
"Warrant") to purchase one share of common stock at an exercise
price of $6.75 per warrant under the terms contained in the
Warrant Agreement which shall evidence the Warrant being issued
to the undersigned. The Shares and the Warrants issuable hereunder
are referred to as the "Securities". The Offering and sale of the
Securities are being made pursuant to an effective Registration
Statement on Form S-3 SEC File Number: 333-159093 (including
the exhibits thereto, as amended at the date of this Agreement (the
"Registration Statement"), and the Prospectus contained therein
(the "Base Prospectus"), filed by the Company on May 8, 2009
with the Securities and Exchange Commission (the "Commission")
and a Prospectus Supplement (the "Prospectus Supplement"
containing certain supplemental information regarding the
Securities and terms of the Offering that will be filed with the
Commission and delivered to the Subscriber along with the
Company's counterpart to this Agreement.

A.   Subscription

     1.  Subscriber hereby irrevocably subscribes to purchase the
number of Shares listed on the signature page hereof at a price per
Share equal to $5.00 (the price per share multiplied by the number
of shares being purchased hereunder being the "Subscription
Price"). For each five (5) Shares purchased, the Subscriber shall
also receive one (1) Warrant. No fractional Warrants shall be issued
and the total number of Warrants issuable to the Subscriber
hereunder shall be rounded down to the nearest whole number of
Warrants.

     2.  As part of the subscription, Subscriber herewith tenders:

     (a)  two copies of this Agreement duly completed and
          executed by Subscriber.

     (b)  payment of the Subscription Price made by wire transfer
          of immediately available funds in U.S. Dollars to the
          account of Research Frontiers Incorporated at JP Morgan
          Chase Bank, 6040 Tarbell Road, Syracuse, New York
          13206, Account No.: xxx-xxx-xxx, ABA Wire Code No.:
          021 000 021, SWIFT CODE: CHASUS33.

   3.  Subscriber understands and agrees that the subscription
contained herein shall not be deemed binding upon the Company
until it is accepted by the Company and that the subscription may
be rejected by the Company in its sole discretion for any reason.
Subscriber further acknowledges and agrees that, subject to
applicable law, this subscription is irrevocable.

   4.  If this subscription is not accepted by the Company, all
Subscription Funds and the documents herewith delivered to the
Company by Subscriber will be returned promptly to Subscriber.
In such event, all proceeds theretofore received by the Company
from the Subscriber will be refunded in full, without interest or
deduction.

   5.  If this subscription is accepted by the Company, then the
Company shall promptly countersign both copies of this Agreement
and return one fully executed copy to Subscriber. All Subscription
Funds of Subscriber shall be applied to the purchase of the Shares
which Shares shall then be delivered to the Subscriber either, as
specified by Subscriber, in certificate form or by electronic book-
entry at The Depository Trust Company by instructing the
Company's transfer agent, Continental Stock Transfer and Trust
Company, to make such Shares available to Subscriber under the
Deposit/Withdrawal at Custodian ("DWAC") system. In addition,
the Company shall deliver to the Subscriber a Warrant Agreement
representing the Warrants to be issued to the Subscriber hereunder.
All Subscription Funds of Subscriber shall be used for research and
development, working capital, acquisitions, and for general
corporate purposes in such amounts as the Company, in its
discretion, deems appropriate. The Company may also, in its
discretion, apply such Subscription Funds towards the development
of products using the Company's technology through an investment
by the Company in one or more joint ventures with third parties set
up for such purposes, or may directly apply Subscription Funds to
product development.

B. Investor Representations

   6.  In order to induce the Company to accept the subscription
hereby made, and recognizing that the Company will be relying
thereon in determining whether to accept such subscription,
Subscriber hereby represents and warrants to the Company as of
the date of this subscription as follows:

   (a)   Subscriber understands that the Securities are a highly
         speculative investment and that Subscriber's financial
         situation is such that (i) Subscriber can afford to hold the
         Securities for an indefinite period of time and to sustain
         a complete loss of its investment, and (ii) Subscriber has
         adequate means of providing for Subscriber's current
         needs and possible contingencies and has no need for
         liquidity in this investment in the Company.

   (b)   Subscriber has received and carefully read the
         Registration Statement, the Company's  Proxy Statement
         dated April 30, 2010; the Company's Annual Report on
         Form 10-K for the fiscal year ending December 31,
         2009; and the Company's Quarterly Report on Form 10-
         Q for the fiscal quarter ending March 31, 2010, June 30,
         2010, and September 30, 2010, the Company's Current Reports
         on Form 8-K and all other reports filed with the Commission
         during the past two years (collectively, the "Reports").
         The Company has also made available to Subscriber all
         other documents and information that Subscriber has
         requested relating to an investment in the Company
         including but not limited to, the Registration Statement
         and all documents incorporated therein by reference.
         Subscriber represents that it has received the Registration
         Statement, prior to or in connection with the receipt of
         this Agreement.

   (c)   By virtue of Subscriber's knowledge and experience in
         financial and business matters, Subscriber is capable of
         evaluating the merits and risks of an investment in the
         Securities. Subscriber has taken full cognizance of and
         understands all the risk factors related to the purchase of
         the Securities, including, but not limited to, those set
         forth in the Company's reports and registration
         statements filed with the Securities and Exchange
         Commission.

   (d)   Subscriber understands that the Securities are being
         offered and sold to Subscriber in reliance on specific
         provisions of federal and state securities laws of the
         United States of America and that the Company is
         relying upon the truth and accuracy of the
         representations, warranties, agreements,
         acknowledgments and understandings of Subscriber set
         forth herein in order to determine the applicability of
         such provisions.  Accordingly, Subscriber agrees to
         notify the Company of any events which would cause the
         representation and warranties of Subscriber to be untrue
         or breached at any time after the execution of this
         Agreement by Subscriber. The Subscriber acknowledges,
         represents and agrees that no action has been or will be
         taken in any jurisdiction outside the United States by the
         Company that would permit an offering of the Securities,
         or possession or distribution of offering materials in
         connection with the issue of the Securities in any
         jurisdiction outside the United States where action for
         that purpose is required. Each Subscriber outside the
         United States will comply with all applicable laws and
         regulations in each foreign jurisdiction in which it
         purchases, offers, sells or delivers Securities or has in its
         possession or distributes any offering material, in all
         cases at its own expense. No party has been authorized
         to make, and has not made, any representation or use of
         any information in connection with the issue, placement,
         purchase and sale of the Securities, except as set forth or
         incorporated by reference in the Base Prospectus or the
         Prospectus Supplement.

   (e)   Subscriber is an "accredited investor" as defined in Rule
         501 promulgated under the Securities Act of 1933, as
         amended.

   (f)   Subscriber, and any person acting in concert with
         Subscriber, currently has no existing short position, and
         during the last 20 trading days had no short position,
         with respect to the common stock of the Company and
         agrees not to enter into any short sales or other hedging
         transactions with respect to any securities of the
         Company at any time after the execution of this
         Agreement by Subscriber and so long as any Securities
         are held by or for the benefit of Subscriber or its
         affiliates or persons acting in concert with Subscriber or
         its affiliates.

   (g)   In evaluating the suitability of an investment in the
         Company, Subscriber has not relied upon any
         representations or other information (whether oral or
         written) from the Company, and its officers, directors,
         agents, employees or representatives, other than as set
         forth in the Reports. With respect to tax and other
         economic considerations of this investment, Subscriber
         is not relying for advice on the Company, or any officers,
         directors, employees or agents thereof.

   (h)   Subscriber understands that Subscriber's subscription
         hereunder is not transferable or assignable, either before
         or after acceptance thereof by the Company, and that
         Securities will only be issued in the name of Subscriber
         and may not be assigned without the consent of the
         Company.

   (i)   The Securities will be acquired for Subscriber's own
         account, for investment purposes only, and not with a
         view to distribution, assignment or resale to others.

   (j)   Subscriber understands that no federal or state agency
         has made any finding or determination as to the fairness
         of this offering or any recommendation or endorsement
         relating to the Securities.

   (k)   The address heretofore provided to the Company by the
         Subscriber is the true and correct residence of the
         Subscriber, and Subscriber has no present intention of
         becoming a resident of any other state or jurisdiction. (If
         a corporation, trust or partnership, the Subscriber has its
         principal place of business at the address set forth below
         and was not organized for the specific purpose of
         acquiring the Securities).

   (l)   Subscriber acknowledges that any delivery of offering
         materials relating to the Securities prior to the
         determination by the Company of Subscriber's suitability
         as an investor shall not constitute an offer of Securities
         until such determination of suitability shall be made.

   (m)   This Agreement has been duly authorized, validly
         executed, and delivered on behalf of Subscriber and
         is a valid and binding agreement enforceable in
         accordance with its terms, subject to general
         principles of equity and to bankruptcy or other laws
         affecting the enforcement of creditors' rights
         generally.

   (n)   Subscriber has not taken any action that would cause the
         Company to be subject to any claim for commission or
         other fee or remuneration by any broker, finder, or other
         person and Subscriber hereby indemnifies the Company,
         and its officers, directors, shareholders and
         representatives, and each of their affiliates against any
         such claim caused by the actions of Subscriber or any of
         its employees or agents.

   (o)   Subscriber will not make any offers or sales of the
         Securities other than pursuant to a registration statement
         under the Securities Act or pursuant to an exemption
         from registration under the Securities Act. The
         Subscriber will comply with applicable prospectus
         delivery requirements under the Exchange Act, and with
         all applicable securities laws upon resale of the
         Securities.

   (p)   Subscriber will not, directly or through any affiliate or
         person acting in concert with Subscriber, (i) create the
         lowest reported sales price on the NASDAQ National
         Market, (or other exchange or market if the Securities are
         traded thereon) for the common stock of the Company on
         any trading day or (ii) offer to sell shares of such
         common stock at a price lower than the then prevailing
         bid price for the common stock on such market.

   (q)   Subscriber hereby agrees to indemnify and hold harmless
         the Company, its directors,  officers, agents,
         representatives, and each of their affiliates against any
         and all loss, liability, claim, damage and expense
         (including reasonable fees of attorneys and experts) as
         incurred, but only with respect to untrue statements or
         omissions, or alleged untrue statements or omissions,
         made in the Registration Statement (or any amendment
         thereto), in reliance upon and in conformity with
         information furnished to the Company by Subscriber.

C.  Company Representations and Warranties

   7.  The Company hereby represents and warrants to the
Subscriber that:

   (a)   The Company is validly existing and in good standing
         under the laws of the State of Delaware and has all
         requisite corporate power and authority to enter into and
         to carry out and perform its obligations under this
         Agreement.

   (b)   When issued and paid for on the date of closing, the
         Shares will be validly issued, fully paid and non-
         assessable.

   (c)   When and if executed by the Company, this Agreement
         will have been duly authorized, validly executed, and
         delivered on behalf of the Company and will be a valid
         and binding agreement enforceable in accordance with
         its terms, subject to general principles of equity and to
         bankruptcy or other laws affecting the enforcement of
         creditors' rights generally.

   (d)   If this subscription is accepted by the Company, the
         Company will issue the Securities in the name of
         Subscriber. Nothing in this section shall affect in any
         way Subscriber's obligations and agreement to comply
         with all applicable securities laws upon resale of the
         Securities.

   (e)   The Company has filed with the Commission a
         Registration Statement on Form S-3 (Registration File
         No. 333-159093) under the Securities Act of 1933, as
         amended (the "Securities Act"), which was declared
         effective by the S.E.C. on May 28, 2009, for the
         registration under the Securities Act of the Securities. At
         the time of such filing, the Company met the
         requirements of Form S-3 under the Securities Act. Such
         registration statement meets the requirements set forth in
         Rule 415(a)(1)(x) under the Securities Act and complies
         with said Rule. The Company will file with the
         Commission pursuant to Rule 424(b) under the Securities
         Act, and the rules and regulations (the "Rules and
         Regulations") of the Commission promulgated
         thereunder, a supplement to the form of prospectus
         included in such registration statement relating to the
         placement of the Securities and the plan of distribution
         thereof and has advised the Subscriber of all further
         information (financial and other) with respect to the
         Company required to be set forth therein. The Company
         will also use its commercially reasonable efforts to keep
         the Registration Statement continuously effective under
         the Securities Act until the Securities have been sold
         pursuant to the Registration Statement or an exemption
         from the registration requirements of the Securities Act,
         or may be sold without volume restrictions pursuant to
         Rule 144(k) as determined by the counsel to the
         Company pursuant to a written opinion letter to such
         effect, addressed and reasonably acceptable to the
         Company's transfer agent and the Subscriber. Any
         reference in the Agreement to the Registration
         Statement, the Base Prospectus or the Prospectus
         Supplement shall be deemed to refer to and include the
         documents incorporated by reference therein (the
         "Incorporated Documents") pursuant to Item 12 of Form
         S-3 which were filed under the Securities Exchange Act
         of 1934, as amended (the "Exchange Act"), on or before
         the date of this Agreement, or the issue date of the Base
         Prospectus or the Prospectus Supplement, as the case
         may be; and any reference in this Agreement to the terms
         "amend," "amendment" or "supplement" with respect to
         the Registration Statement, the Base Prospectus or the
         Prospectus Supplement shall be deemed to refer to and
         include the filing of any document under the Exchange
         Act after the date of this Agreement, or the issue date of
         the Base Prospectus or the Prospectus Supplement, as the
         case may be, deemed to be incorporated therein by
         reference. All references in this Agreement to financial
         statements and schedules and other information which is
         "contained," "included," "described," "referenced," "set
         forth" or "stated" in the Registration Statement, the Base
         Prospectus or the Prospectus Supplement (and all other
         references of like import) shall be deemed to mean and
         include all such financial statements and schedules and
         other information which is or is deemed to be
         incorporated by reference in the Registration Statement,
         the Base Prospectus or the Prospectus Supplement, as the
         case may be. No stop order suspending the effectiveness
         of the Registration Statement or the use of the Base
         Prospectus or the Prospectus Supplement has been
         issued, and no proceeding for any such purpose is
         pending or has been initiated or, to the Company's
         knowledge, is threatened by the Commission.

   (f)   The Registration Statement (and any further documents
         to be filed with the Commission on or prior to the
         Closing Date) contains all exhibits and schedules as
         required by the Securities Act. Each of the Registration
         Statement and any post-effective amendment thereto, at
         the time it became effective, complied in all material
         respects with the Securities Act and the Exchange Act
         and the applicable rules and regulations issued
         thereunder, and did not and, as amended or
         supplemented, if applicable, will not, contain any untrue
         statement of a material fact or omit to state a material
         fact required to be stated therein or necessary to make
         the statements therein not misleading. The Base
         Prospectus and the Prospectus Supplement, each as of its
         respective date, comply in all material respects with the
         Securities Act and the Exchange Act and the applicable
         rules and regulations issued thereunder. Each of the Base
         Prospectus and the Prospectus Supplement, as amended
         or supplemented, did not and will not contain as of the
         date thereof any untrue statement of a material fact or
         omit to state a material fact necessary in order to make
         the statements therein, in light of the circumstances
         under which they were made, not misleading. The
         Incorporated Documents, when they were filed with the
         Commission, conformed in all material respects to the
         requirements of the Exchange Act and the applicable
         Rules and Regulations, and none of such documents,
         when they were filed with the Commission, contained
         any untrue statement of a material fact or omitted to state
         a material fact necessary to make the statements therein
         (with respect to Incorporated Documents incorporated by
         reference in the Base Prospectus or Prospectus
         Supplement, in light of the circumstances under which
         they were made) not misleading; and any further
         documents so filed an incorporated by reference in the
         Base Prospectus or Prospectus Supplement, when such
         documents are filed with the Commission, will conform
         in all material respects to the requirements of the
         Exchange Act and the applicable Rules and Regulations,
         as applicable, and will not contain any untrue statement
         of a material fact or omit to state a material fact
         necessary to make the statements therein, in light of the
         circumstances under which they were made, not
         misleading. Notwithstanding the foregoing, the Company
         makes no representations or warranties as to information,
         if any, contained in or omitted from the Prospectus
         Supplement or any amendment thereof or supplement
         thereto in reliance upon and in conformity with
         information furnished in writing to the Company by or
         on behalf of the Subscriber specifically for use in the
         Registration Statement or the Prospectus Supplement. No
         post-effective amendment to the Registration Statement
         reflecting any facts or events arising after the date
         thereof which represent, individually or in the aggregate,
         a fundamental change in the information set forth therein
         is required to be filed with the Commission. There are no
         documents required to be filed with the Commission in
         connection with the transaction contemplated hereby that
         (x) have not been filed as required pursuant to the
         Securities Act or (y) will not be filed within the requisite
         time period. There are no contracts or other documents
         required to be described in the Base Prospectus or
         Prospectus Supplement, or to be filed as exhibits or
         schedules to the Registration Statement, which have not
         been described or filed as required.

D. Miscellaneous

   8. This Agreement constitutes the entire understanding of the
parties with regard to the subject matter, supersedes all written and
oral agreements with respect to the same and may not be waived,
modified, changed, discharged, terminated, revoked or canceled
except by a writing signed by the party against which enforcement
thereof is sought.

   9.  Each party shall indemnify the other against any loss, cost
or damages (including reasonable attorney's fees and expenses)
incurred as a result of such parties' breach of any representation,
warranty, or covenant contained in this Agreement.

   10. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York affecting
contracts made in and to be performed in such State without giving
effect to principles governing choice of laws, irrespective of the
domicile of any party or the place of execution of this Agreement
by any party or the location for performance of any of the terms
hereof, and the parties hereto shall be subject to the exclusive
jurisdiction of the state and federal courts located in Nassau
County, New York, United States of America. Facsimile signatures
to this Agreement or on any notice given hereunder shall be
binding on all parties hereto.

   11. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

   12. The Subscriber hereby certifies that Subscriber has read
and understands this Subscription Agreement, that the
representations and warranties made by the Subscriber in this
Subscription Agreement are accurate on the date hereof, that
Subscriber recognizes that the Company is relying on such
representations and warranties and covenants and that they shall
remain in effect through the closing of the sale of the Securities to
Subscriber hereunder unless Subscriber notifies the Company
otherwise.

   13. All notices required or permitted to be given by either the
Company or the Subscriber pursuant to the terms of this Agreement
shall be in writing and shall be deemed given when delivered
personally or by facsimile, or by overnight or two day courier
addressed to the parties at the last known address of the party or
such other address as a party may request by notifying the other in
writing.

   14. The representations, warranties, covenants, indemnities,
and agreements of the parties contained herein shall survive any
termination or expiration of this Agreement.

   IN WITNESS WHEREOF, the Subscriber has executed this
Subscription Agreement as of the date above written.

   ___________________________________________
   INVESTOR
   By: _______________________________________
   Print Name: ________________________________
   Title: ______________________________________
   Address:____________________________________
           ____________________________________
           ____________________________________
   Telephone:__________________________________
   Facsimile: __________________________________
   Number of Shares: ___________________________

Accepted and Agreed To:

RESEARCH FRONTIERS INCORPORATED


By:____________________________________________
     Joseph M. Harary, President and CEO

     Date of Acceptance: November 30, 2010
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>warrantex12.txt
<DESCRIPTION>FORM OF WARRANT AGREEMENT WITH INVESTORS
<TEXT>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED PURSUANT TO THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, TRANSFERRED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNLESS THERE IS A
REGISTRATION STATEMENT THEN IN EFFECT COVERING
SUCH SECURITIES OR AN EFFECTIVE EXEMPTION FROM
SUCH REGISTRATION OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT UNDER THE
CIRCUMSTANCES REGISTRATION IS NOT NECESSARY.

                 RESEARCH FRONTIERS INCORPORATED
                  COMMON STOCK PURCHASE WARRANT

     THIS CERTIFIES that, for value received, [INVESTOR],
hereinafter called "Warrantholder"), is entitled to purchase from
Research Frontiers Incorporated, a Delaware corporation
(hereinafter called the "Company"), [NUMBER OF SHARES
EQUAL TO 20% OF SHARES SUBSCRIBED FOR] shares of common stock,
par value $.0001 per share (hereinafter called the "Shares") of
the Company at a warrant exercise price of $6.75 per share (such
price per share and the number of shares of common stock so
purchasable being subject to adjustment as provided below) at
any time on or before 4:30 p.m. New York time on November 30,2015
(the "Expiration Date"), all in accordance with the terms hereof.

     1.  Exercise of Warrants and Holding of Underlying Stock.

     1.1 The Warrants evidenced by this Warrant Certificate may be
exercised prior to 4:30 p.m. New York time on the Expiration Date
in whole at any time or in part from time to time during such period
by the surrender of this Warrant Certificate, along with a Notice of
Exercise in the form attached hereto duly executed and completed
by Warrantholder,  at the office of the Company, 240 Crossways
Park Drive, Woodbury, New York 11797-2033 together with
payment in full in lawful money of the United States, of the Warrant
exercise price payable at the time of such exercise in respect of the
Warrants being exercised.  Such payment shall be made by wire
transfer of immediately available funds to the account of Research
Frontiers Incorporated at JPMorgan Chase Bank, 6040 Tarbell Road,
Syracuse, New York 13206, Account Number: xxx-xxx-xxx, ABA
Wire Code No.: 021 000 021, SWIFT CODE: CHASUS33, or to
such other account or place, as the Company may specify. If less
than all of the Warrants represented by this Warrant Certificate are
being exercised, the Company will, upon such exercise, deliver to
Warrantholder a new certificate (dated the date hereof) evidencing
the Warrants not so exercised.

     1.2  Certificates representing Shares issued hereunder shall be
stamped or otherwise imprinted with a legend substantially in the
following form (in addition to any legend required under any
applicable state securities laws):

     THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED PURSUANT TO THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, TRANSFERRED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNLESS THERE IS A
REGISTRATION STATEMENT THEN IN EFFECT COVERING
SUCH SHARES OR AN EFFECTIVE EXEMPTION FROM SUCH
REGISTRATION OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT
UNDER THE CIRCUMSTANCES REGISTRATION IS NOT
NECESSARY.

Provided, however, that if the issuance of the Shares pursuant to the
exercise of this Warrant are subject to an effective registration
statement pursuant to Section 5 of the Securities Act of 1933, as
amended, certificates representing the Shares shall not bear any
restrictive legend.

1.3     Limitations on Exercise.

     (a)     Notwithstanding anything to the contrary contained
herein, the number of Shares that may be acquired by the
Warrantholder upon any exercise of this Warrant (or otherwise in
respect hereof) shall be limited to the extent necessary to insure that,
following such exercise (or other issuance), the total number of
shares of common stock of the Company then beneficially owned by
such Warrantholder and its affiliates and any other person or entity
whose beneficial ownership of such common stock would be
aggregated with the Warrantholder's for purposes of Section 13(d)
of the Securities Exchange Act of 1934 (the "Exchange Act"), does
not exceed 4.999% of the total number of issued and outstanding
shares of common stock of the Company (including for such
purpose the shares of common stock issuable upon such exercise).
For such purposes, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder.  This provision shall not
restrict the number of shares of common stock which a
Warrantholder may receive or beneficially own in order to
determine the amount of securities or other consideration that such
Warrantholder may receive in the event of a transaction
contemplated by Section 2.1 of this Warrant.  By written notice to
the Company, a Warrantholder may waive the provisions of this
Section 1.3(a) as to itself but any such waiver will not be effective
until the 61st day after delivery thereof and such waiver shall have
no effect on any other person or entity.

     (b)     Notwithstanding anything to the contrary contained
herein, the number of Shares that may be acquired by the
Warrantholder upon any exercise of this Warrant (or otherwise in
respect hereof) shall be limited to the extent necessary to insure that,
following such exercise (or other issuance), the total number of
shares of common stock of the Company then beneficially owned by
such Warrantholder and its affiliates and any other person or entity
whose beneficial ownership of such common stock would be
aggregated with the Warrantholder's for purposes of Section 13(d)
of the Exchange Act, does not exceed 9.999% of the total number of
issued and outstanding shares of common stock of the Company
(including for such purpose the shares of common stock issuable
upon such exercise). For such purposes, beneficial ownership shall
be determined in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder.  This
provision shall not restrict the number of shares of Common Stock
which a Warrantholder may receive or beneficially own in order to
determine the amount of securities or other consideration that such
Warrantholder may receive in the event of a transaction
contemplated by Section 2.1 of this Warrant.  This restriction may
not be waived.

     2.   Reclassification, Consolidation or Merger.

     2.1  In the event that the outstanding Shares are hereafter
changed by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination or
exchange of Shares and the like, or dividends payable in Shares, an
appropriate adjustment shall be made by the Board of Directors of
the Company in the number of Shares and price per Share subject to
this Warrant Certificate.  If the Company shall be reorganized,
consolidated, or merged with another corporation, or if all or
substantially all of the assets of the Company shall be sold or
exchanged, the Warrantholder shall at the time of issuance of the
stock under such a corporate event, be entitled to receive upon the
exercise of the vested Warrants evidenced by this Warrant
Certificate the same number and kind of shares of stock or the same
amount of property, cash or securities as he would have been
entitled to receive upon the occurrence of any such corporate event
as if he had been, immediately prior to such event, the holder of the
number of Shares so exercised.

     2.2  Any adjustment under this Paragraph 2 in the number of
Shares subject to this Warrant Certificate shall apply proportionately
to only the unexercised portion hereunder and shall not have any
retroactive effect with respect to Warrants theretofore exercised.  If
fractions of a Share would result from any such adjustment, the
adjustment shall be revised to the next lower whole number of
Shares.

     2.3  No adjustment of the exercise price shall be made if the
amount of such adjustment shall be less than $.01 per Share, but in
such case any adjustment that would otherwise be required then to
be made, shall be carried forward and shall be made at the time and
together with the next subsequent adjustment which, together with
any adjustment so carried forward, shall amount to no less than $.01
per share.

     2.4  No fractional shares of common stock shall be issued upon
the exercise of any Warrants evidenced hereby, but in lieu thereof
the number of shares of common stock that are issuable upon any
exercise shall be rounded up or down to the nearest whole share.

     2.5  When any adjustment is required to be made in the
exercise price or number of Shares subject to this Warrant
Certificate, initial or adjusted, the Company shall within sixty (60)
days after the date when the circumstances giving rise to the
adjustment occurred mail to the Warrantholder a statement
describing in reasonable detail any method used in calculating such
adjustment.

     3.  Prior Notice as to Certain Events.

     The Company shall mail to Warrantholder not less than ten (10)
days prior to the date on which (a) a record will be taken for the
purpose of determining the holders of Capital Stock entitled to
subscription rights, or (b) a record will be taken (or in lieu thereof,
the transfer books will be closed) for the purpose of determining the
holders of Capital Stock entitled to notice of and to vote at the
meeting of stockholders at which any consolidation, merger,
dissolution, liquidation, winding up or sale of the Company shall be
considered and acted upon.

     4.  Reservation and Issuance of Shares.

     4.1  The Company covenants and agrees that all Shares which
may be issued upon the exercise of the rights represented by this
Warrant Certificate will be duly authorized, legally issued and when
paid for in accordance with the terms hereof, fully paid and
non-assessable, and free from all liens and charges with respect to
the issue thereof to the Warrantholder.

     4.2  The Company will reserve at all times such number of
Shares as may be issuable pursuant to the exercise of Warrants
evidenced by this Warrant Certificate.

     5.  Investment Representation.

     By accepting delivery of this Warrant Certificate and by
exercising any Warrants evidenced hereby, the Warrantholder
represents that the Warrantholder is acquiring the Warrants and the
Shares issuable upon the exercise of the Warrants for investment and
not for resale or distribution.

     6.  Miscellaneous.

     6.1  The Warrantholder shall not be entitled to any rights
whatsoever as a stockholder of the Company by virtue of its
ownership of this Warrant Certificate.

     6.2  This Warrant Certificate is being executed and delivered
in the State of New York, and this Warrant Certificate shall be
interpreted under, and the Warrantholder and the Company subject
to, the laws and jurisdiction of the state and federal courts of the
State of New York, United States of America. The parties hereby
consent to such jurisdiction.

     6.3  Subject to the provisions of Section 1.2 hereof, this
Warrant Certificate may be exercised at any time after the date
hereof and prior to its expiration as of 4:30 p.m. New York time on
the Expiration Date, and shall be void and of no effect after 4:30
p.m. New York time on the Expiration Date.

     6.4  By accepting delivery of this Warrant Certificate, the
Warrantholder acknowledges that the Warrants granted hereunder
shall be in full satisfaction of all obligations to issue Warrants to the
Warrantholder pursuant to the Subscription Agreement dated
September 24, 2010 between the Company and the Warrantholder.

     IN WITNESS WHEREOF, the Company and the
Warrantholder have executed this Warrant Certificate this 30th day
of November, 2010 by each of their duly authorized officers.

RESEARCH FRONTIERS INCORPORATED


By:______________________________________
     Joseph M. Harary, President and CEO

[INVESTOR]


By:____________________________________________


                   [Form of Notice of Exercise]

     The undersigned hereby irrevocably elects to exercise the
warrants we currently hold to purchase ____________ shares of
common stock, $0.0001 par value per share, of Research Frontiers
Incorporated (the "Company") at an exercise price of $6.75 per
share.  Attached to this notice is the original Warrant certificate
evidencing the aforementioned warrants.  We have delivered to the
Company US$_______________ representing the aggregate
exercise price for the warrants exercised hereunder.  A certificate
representing the shares issuable upon exercise should be issued in
the undersigned's name.

     The undersigned hereby represents and warrants to the
Company that the representations and warranties and
acknowledgments made by the undersigned in the Subscription
Agreement dated November 29, 2010  between the undersigned and the
Company are still true and correct as if made on the date of this
Notice of Exercise, and that the undersigned has carefully read any
reports or statements filed with the Securities and Exchange
Commission regarding the Company after November 29, 2010, and that
the Company has also made available to the undersigned all other
documents and information that the undersigned has requested
relating to an investment in the Company.


Dated: ________ __, _____

               [INVESTOR]



By:__________________________________
Name:
Title:
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>press120110.txt
<DESCRIPTION>RESEARCH FRONTIERS PRESS RELEASE DATED DECEMBER 1, 2010
<TEXT>
             SMART GLASS COMPANY RESEARCH FRONTIERS
          RAISES $1,475,000 IN NEW CAPITAL FOR EXPANSION


Woodbury, New York-December 1, 2010. A group of accredited investors has
invested $1,475,000 in new capital in addition to the $3,325,000 in expansion
capital raised by Research Frontiers Inc. (Nasdaq: REFR) in September.
Research Frontiers is the developer and licensor of patented SPD-Smart(tm)
light-control film technology.The investors received 295,000 shares of Research
Frontiers common stock at a price of $5.00 per share, which was the closing
market price of Research Frontiers stock on November 26, 2010, the day the
transaction was priced. In addition, the investors in this stock offering
received 59,000 five-year warrants to purchase Research Frontiers common stock
at a price of $6.75 per share. These securities were sold pursuant to
Research Frontiers' effective shelf-registration statement filed with the SEC.

Joseph M. Harary, President and CEO of Research Frontiers noted: "Since our
last stock offering in September, new products and projects using our patented
SPD-Smart light control technology have been announced by our licensees, and
we have added people to the team involved with developing the SPD-Smart
industry. This additional capital and expanded team will help us and our
licensees continue on the accelerated pace to bring world-class SPD-Smart
products to the automotive, architectural, aircraft and marine industries."

SPD-Smart light-control film technology transforms widely used products -
windows, skylights, curtainwalls, partitions, sunroofs and more - into
products that allow users to instantly and precisely control the light,
glare and heat entering a building or vehicle. SPD-SmartGlass is instantly
tunable to an infinite number of light transmission states regardless of
window size, and easily adapts to individual preferences using control
devices ranging from basic dimmer switches and photosensors to those that
are integrated into a building's or vehicle's intelligent control system.
These unequalled performance characteristics help optimize energy-savings
and human comfort, and they offer many other desired benefits such as
increased security, noise reduction, protection from harmful ultraviolet
light and the potential for aesthetically distinctive designs. Additional
information about SPD technology and SPD-Smart windows and other products
can be found at www.SmartGlass.com.

About SPD Technology and Research Frontiers Inc.

Research Frontiers Inc. (Nasdaq: REFR) develops and licenses suspended
particle device (SPD) technology used in VaryFast(tm) SPD-Smart
controllable glass and plastic products. Benefits include dynamic control
of light, glare and heat passing through many types of glazings, noise
reduction, greater security due to both privacy and structural integrity,
and the protection of interiors and occupants from heat and harmful
ultraviolet radiation. SPD technology, made possible by a flexible light-
control film invented and patented by Research Frontiers, allows the user
to instantly, precisely and uniformly control the shading of glass or
plastic, either manually or automatically. This patented film can be used
to transform into "smart" products a variety of products used every day in
homes, buildings, cars, aircraft, boats, trains and motorcoaches.

Current product applications for SPD technology include: SPD-Smart windows,
sunshades, skylights, atria, curtainwalls and interior partitions for homes
and buildings; automotive windows, sunroofs, roof systems, sunvisors and
sunshades; and aircraft and marine windows and window shades. Potential
future applications include: eyewear products including sunglasses, ski
goggles and motorcycle helmets, mirrors; flat panel displays for electronic
products; and light-control filters for various industrial and consumer
applications.

SPD-Smart film technology has received a growing number of awards including
the "Best of What's New Award" for home technology from Popular Science
magazine, received the 2007 North American Frost & Sullivan Award for
Excellence in Technology for glass, two Crystal Achievement Awards in 2010
from Glass Magazine and Window and Door Magazine, the 100% Detail "Most
Innovative Building Product Award" sponsored by the Royal Institute of
British Architects (RIBA), and was also recognized as one of the top
technologies by the Society of Automotive Engineers' Aerospace Engineering
magazine. SPD technology is covered by over 500 patents and patent
applications held by Research Frontiers worldwide. Currently 37 companies,
including leading chemical companies and companies producing a majority of
the world's glass, are licensed to use Research Frontiers' patented SPD
light-control technology in emulsions, films, or end-products. Further
information about SPD-Smart technology, Research Frontiers and its
licensees can be found at www.SmartGlass.com.

Note: From time to time Research Frontiers may issue forward-looking
statements which involve risks and uncertainties. This press release
contains forward-looking statements. Actual results could differ and are
not guaranteed. Any forward-looking statements should be considered
accordingly. SPD-Smart(tm), SPD-SmartGlass(tm), SmartGlass(tm),
VaryFast(tm), Speed Matters(tm), Powered by SPD(tm), SPD Enabled(tm),
SPD Clean Technology(tm), SPD On-Board(tm), SG Enabled(tm), Visit
SmartGlass.com - to change your view of the world(tm), and The View of
the Future - Everywhere You Look(tm), are trademarks of Research
Frontiers Inc.

For further information or to arrange a visit to the Research Frontiers
Design Center, please contact:

Research Frontiers Inc.
Gregory M. Sottile, Ph.D.-Director of Market Development
Info@SmartGlass.com
(516) 364-1902
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
