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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, 201
