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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