Exhibit 10.5.5 

FIFTH AMENDMENT TO
LEASE 

     This FIFTH
AMENDMENT TO LEASE (this “Agreement”), made as of the 21st day
of February, 2014 (the “Effective
Date”), by and between CLK-HP 230-240 CROSSWAYS PARK LLC (“CLK-HP-230-240”) and LAKE PARK 230-240
CROSSWAYS PARK LLC (“LP-230-240” and, together
with CLK-HP-230-240, as tenants-in-common, “Landlord”), having an address c/o RXR
Realty LLC, 625 RXR Plaza, Uniondale, New York 11556, and RESEARCH FRONTIERS INCORPORATED, a Delaware corporation (“Tenant”), having its principal
business address at 240 Crossways Park Drive, Woodbury, New York 11797.


RECITALS 

    
WHEREAS, Industrial & Research Associates Co. (a
predecessor-in-interest to Landlord, and hereinafter referred to as
“IRACO”),
as landlord, and Tenant, as tenant, entered into that certain Agreement of
Lease, made the 7th day of November 1986 (the “Original Lease”), pursuant
to which Tenant leased from IRACO, as landlord, that certain 5,984 rentable
square foot premises (the “Original
Premises”) within the building located at 240
Crossways Park Drive, Woodbury, New York (the “Building”); 

    
WHEREAS, IRACO and Tenant entered into a First Amendment to Lease, made
the 26th day of November , 1991 (the “First Amendment”), pursuant to which,
among other things, the term of the Original Lease was extended; 

    
WHEREAS, IRACO and Tenant entered into a Second Amendment to Lease, made
the 11th day of March , 1994 (the “Second Amendment”), pursuant to which,
among other things, Tenant leased an additional 2,124 rentable square feet of
space in the Building (the “2,124 Expansion
Premises”); 

    
WHEREAS, IRACO and Tenant entered into a Third Amendment to Lease, made
the 14th day of July, 1998 (the “Third Amendment”), pursuant to which,
among other things, the term of the Original Lease was further extended;


    
WHEREAS, IRACO and Tenant entered into a Fourth Amendment to Lease, made
the 13th day of January , 2004 (the “Fourth Amendment” and, together with
the Original Lease, the First Amendment, the Second Amendment and the Third
Amendment, sometimes hereinafter collectively referred to as the
“Existing Lease”), pursuant to which, among other things, Tenant leased an additional
1,395 rentable square feet of space in the Building (the “1,395 Expansion Premises”
and, together with the Original Premises and the 2,124 Expansion Premises,
sometimes hereinafter collectively referred to as the “Demised Premises”);


1








Exhibit 10.5.5 

     WHEREAS,
Landlord and Tenant desire to amend the Existing Lease so as to, among other
things, provide for an extension of the term of the Existing Lease to and
including March 31, 2025; all subject to and in accordance with the terms and
conditions of this Agreement. 

    
NOW, THEREFORE, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which being hereby acknowledged, the parties agree as follows: 

ARTICLE I
Definitions 

    
1.1 The recitals are specifically incorporated into the body of this
Agreement and shall be binding upon the parties hereto. 

    
1.2 Unless expressly set forth to the contrary and except as modified by
this Agreement, all capitalized or defined terms shall have the meanings
ascribed to them in the Existing Lease. 

    
1.3 As used herein, the term “Lease” shall be deemed to mean and
refer to the Existing Lease, as modified and amended by this Agreement.


ARTICLE II
Lease Modifications 

The Existing Lease is and shall be
deemed to have been modified and amended as follows: 

    
2.1 Demised Premises; Proportionate
Share. Landlord and Tenant hereby stipulate
and agree that the Demised Premises is deemed to consist of 9,503 rentable
square feet in the aggregate and that Tenant’s proportionate share (as such term
is used throughout the Lease) is deemed to mean 57.63%. 

    
2.2 Term. Article II of the Original Lease, as previously modified and amended,
shall be deemed to have been further modified and amended so as to extend the
term of the Existing Lease to and including March 31, 2025. Accordingly, unless
otherwise indicated by the context of its usage, each reference in the Existing
Lease or this Agreement to the scheduled date for expiration of the term of the
Lease shall be deemed to mean and refer to March 31, 2025.

    
2.3 Annual Basic Rent. 

          (A) Through
December 31, 2013, the Annual Basic Rent shall continue to have been payable in
equal monthly installments of $11,522.39. 





2 







Exhibit 10.5.5 

          (B)
Effective as of January 1, 2014, Section 3.01 of the Original Lease, as
previously modified and amended, shall be deemed to have been further modified
and amended so as to provide that, during the period from January 1, 2014
through and including March 31, 2025, the Annual Basic Rent shall be payable in
accordance with the following schedule: 

During the period from January 1, 2014 through and including
January 31, 2014, the Annual Basic Rent shall be payable for said period in a
single monthly installment of $13,858.54.

During the period from February 1, 2014 through and including
March 31, 2014, the Annual Basic Rent shall be payable for said period in equal
monthly installments of $13,558.54.

During the period from April 1, 2014 through and including
March 31, 2015, the Annual Basic Rent shall be $162,702.48, payable for said
period in equal monthly installments of $13,558.54.

During the period from April 1, 2015 through and including
August 31, 2015, the Annual Basic Rent shall be payable for said period in equal
monthly installments of $13,974.30.

During the period from September 1, 2015 through and including
March 31, 2016, the Annual Basic Rent shall be payable for said period in equal
monthly installments of $14,274.30.

During the period from April 1, 2016 through and including
March 31, 2017, the Annual Basic Rent shall be $176,430.36, payable for said
period in equal monthly installments of $14,702.53.

During the period from April 1, 2017 through and including
March 31, 2018, the Annual Basic Rent shall be $181,723.20, payable for said
period in equal monthly installments of $15,143.60.

During the period from April 1, 2018 through and including
March 31, 2019, the Annual Basic Rent shall be $187,174.92, payable for said
period in equal monthly installments of $15,597.91.

During the period from April 1, 2019 through and including
March 31, 2020, the Annual Basic Rent shall be $192,790.20, payable for said
period in equal monthly installments of $16,065.85.

During the period from April 1, 2020 through and including
March 31, 2021, the Annual Basic Rent shall be $198,573.84, payable for said
period in equal monthly installments of $16,547.82.


3








Exhibit 10.5.5 

During the period from April 1, 2021 through and including
March 31, 2022, the Annual Basic Rent shall be $204,531.12, payable for said
period in equal monthly installments of $17,044.26.

During the period from April 1, 2022 through and including
March31, 2023, the Annual Basic Rent shall be $210,667.08, payable for said
period in equal monthly installments of $17,555.59.

During the period from April 1, 2023 through and including
March 31, 2024, the Annual Basic Rent shall be $216,987.00, payable for said
period in equal monthly installments of $18,082.25.

During the period from April 1, 2024 through and including
March 31, 2025, the Annual Basic Rent shall be $223,496.64, payable for said
period in equal monthly installments of $18,624.72. 

          (C) Notwithstanding anything to the contrary contained in
Section 2.2(B) above, provided the Lease then remains in full force and effect,
and further provided that Tenant is not then in default under the Lease (beyond
any applicable notice and grace period provided in the Lease for the cure
thereof), Tenant shall be entitled to an Annual Basic Rent credit in the
aggregate amount of $183,499.58, to be applied in accordance with the following
schedule: 

              
(i) in twelve (12) equal and consecutive monthly installments of
$6,929.27, against the monthly installments of Annual Basic Rent due and payable
for each of the months of April, 2014 through and including March, 2015;


              
(ii) in twelve (12) equal and consecutive monthly installments of
$7,137.15 against the monthly installments of Annual Basic Rent due and payable
for each of the months of April, 2015 through and including March, 2016; and


              
(iii) in two (2) equal and consecutive monthly installments of $7,351.27
against the monthly installments of Annual Basic Rent due and payable for each
of the months of April, 2016 through and including May, 2016. 



4










Exhibit 10.5.5 


    
2.4 Taxes. With respect to all periods from and after January 1, 2014, sections
3.02 through and including 3.06 of the Original Lease (together with all prior
modifications made thereto) shall be deemed to have been deleted in the entirety
and replaced with the following: 


          Section 3.02 

          (A) As used in and for the purposes of this Section 3.02, the
following definitions shall apply:

              
(i) “Taxes” shall be the real estate taxes, assessments, special or otherwise,
sewer rents, rates and charges, and any other governmental charges, general,
specific, ordinary or extraordinary, foreseen or unforeseen, levied on a
calendar year or fiscal year basis against the Real Property (hereinafter
defined). If at any time during the term the method of taxation prevailing at
the date hereof shall be altered so that there shall be levied, assessed or
imposed in lieu of, or as in addition to, or as a substitute for, the whole or
any part of the taxes, levies, impositions or charges now levied, assessed or
imposed on all or any part of the Real Property (a) a tax, assessment, levy,
imposition or charge based upon the rents received by Landlord, whether or not
wholly or partially as a capital levy or otherwise, or (b) a tax, assessment,
levy, imposition or charge measured by or based in whole or in part upon all or
any part of the Real Property and imposed on Landlord, or (c) a license fee
measured by the rent payable by Tenant to Landlord, or (d) any other tax, levy,
imposition, charge or license fee however described or imposed; then all such
taxes, levies, impositions, charges or license fees or any part thereof, so
measured or based, shall be deemed to be Taxes.

              
(ii) “Base Year Taxes” shall mean (x) with respect to Taxes imposed on a fiscal
year basis, the Taxes actually due and payable with respect to the 2014/2015
fiscal tax year, as finally determined, and (y) with respect to Taxes imposed on
a calendar year basis, the Taxes actually due and payable with respect to the
2014 calendar year, as finally determined.

              
(iii) “Escalation Year” shall mean (x) with respect to Taxes imposed on a fiscal
year basis, any fiscal tax year after the 2014/2015 fiscal tax year which shall
include any part of the Term, and (y) with respect to Taxes imposed on a
calendar year basis, any calendar year after the 2014 calendar year which shall
include any part of the term.

              
(iv) “Real Property” shall be the land upon which the Building stands and any
part or parts thereof utilized for parking, landscaped areas or otherwise used
in connection with the Building, and the Building and other improvements
appurtenant thereto.




          (B) The
Tenant shall pay to Landlord Tenant’s proportionate share of increases in Taxes
levied against the Real Property as follows: If the Taxes actually due and
payable with respect to the Real Property in any Escalation Year shall be
increased above the Base Year Taxes, then the Tenant shall pay to the Landlord,
as additional rent for such Escalation Year, a sum equal to Tenant’s proportionate share of said increase (“Tenant’s Tax Payment” or
“Tax Payment”). 

5








Exhibit 10.5.5 

          (C) Landlord shall render to Tenant a statement containing a
computation of Tenant’s Tax Payment (“Landlord’s Statement”). Within fifteen
(15) days after the rendition of the Landlord’s Statement, Tenant shall pay to
Landlord the amount of Tenant’s Tax Payment. On the first day of each month
following the rendition of each Landlord’s Statement, Tenant shall pay to
Landlord, on account of Tenant’s next Tax Payment, a sum equal to one-twelfth
(1/12th) of Tenant’s last Tax Payment due hereunder, which sum shall be subject
to adjustment for subsequent increases in Taxes.

          (D) If
during the term Taxes are required to be paid as a tax escrow payment to a
mortgagee, then, at Landlord’s option, the installments of Tenant’s Tax Payment
shall be correspondingly accelerated so that Tenant’s Tax Payment or any
installment thereof shall be due and payable by Tenant to Landlord at least
thirty (30) days prior to the date such payment is due to such mortgagee but in
no event earlier than upon thirty (30) days’ written notice to
Tenant.

          (E) Tenant
shall not, without Landlord’s prior written consent, institute or maintain any
action, proceeding or application in any court or body or with any governmental
authority for the purpose of changing the Taxes. If the Taxes for any tax period
upon which Base Year Taxes were calculated (any such tax period being herein
referred to as a “Base Year”), and/or for any Escalation Year on account of which Tenant
has previously paid the corresponding Tenant’s Tax Payment, are modified by
final determination of legal proceedings, settlement or otherwise, then the
Tenant’s Tax Payment either for all prior Escalation Years (if any Base Year is
affected) or only the affected Escalation Year(s) (if no Base Year is affected)
shall be recalculated so as to account for the subject modification; it being
acknowledged and agreed that, in so recalculating Tenant’s Tax Payment for any
Escalation Year, Landlord shall be entitled to include in the recalculation of
Taxes for that Escalation Year an allocable portion of the reasonable legal fees
and expenses incurred by Landlord in connection with the subject proceedings
and, if applicable, settlement. If, as a result of such recalculation, the
revised Tenant’s Tax Payment applicable to a subject Escalation Year is less
than the Tenant’s Tax Payment actually theretofore paid by Tenant with respect
to that Escalation Year, then Landlord shall pay or credit to Tenant the entire
amount of such difference. However, if, as a result of such recalculation, the
revised Tenant’s Tax Payment applicable to a subject Escalation Year is greater
than the Tenant’s Tax Payment actually theretofore paid by Tenant with respect
to that Escalation Year, then Tenant shall pay to Landlord, as additional rent,
the entire amount of such difference within thirty (30) days following written
demand therefor. In addition, in the event Landlord incurs legal fees and/or
expenses in connection with any proceeding(s) and/or negotiations for the
reduction of Taxes where, as a result of which, no
modification is effected, then Landlord shall be entitled to include in the
calculation of Taxes for each Escalation Year with respect to which the subject
proceeding(s) or negotiations were conducted an allocable portion of the
reasonable legal fees and/or expenses so incurred. 

6 







Exhibit 10.5.5 

          (F) Landlord’s failure to render a Landlord’s Statement with
respect to any Escalation Year shall not prejudice Landlord’s right to render a
Landlord’s Statement with respect to any Escalation Year. The obligations of
Tenant under the provisions of this Section 3.02 with respect to any additional
rent for any Escalation Year shall survive the expiration or any sooner
termination of the term of this Lease for a period of one (1) year from the
expiration or earlier termination of the Lease. 

    
2.5 Insurance. With respect to all periods from and after January 1, 2014,
Section 7.01(A) of the Original Lease shall be deemed to have been modified and
amended so as to increase the minimum Commercial General Liability insurance
coverage amount to a combined single limit of $5,000,000 with respect to each
occurrence (which limit may be satisfied by Tenant through a combination of a
base CGL policy and a follow-form excess or umbrella liability policy or
policies). 

    
2.6 Assignment. Effective as of the Effective Date of this Agreement, the
following is hereby inserted as a new Section 8.05 of the Lease: 

     Section 8.05
Tenant, without Landlord’s consent (but upon prior written notice to Landlord),
may assign or transfer its entire interest in this Lease and the leasehold
estate hereby created to an “Affiliate” of Tenant or to a “Successor” to Tenant,
as such terms are hereinafter defined, provided that (x) Tenant is not then in
monetary default under this Lease (beyond any applicable notice and grace period
provided in this lease for the cure thereof); (y) the assignee agrees, in a
signed writing in form and substance reasonably acceptable to Landlord, to
assume all obligations and liabilities of Tenant under this Lease; and (z) the
assignor shall not be released or relieved from or of any liabilities or
obligations of Tenant under this Lease, whether relating to actions, omissions
or events occurring prior to or after the effective date of the assignment. As
used herein, an “Affiliate” of Tenant shall mean any corporation which directly
or indirectly controls or is controlled by or is under common control with
Tenant. For purposes of this definition, “control” (including “controlling,”
“controlled by” and “under common control
with”) as used with respect to any
corporation, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such
corporation, whether through the ownership of voting securities, or by contract
or otherwise. A “Successor” shall mean (1) a corporation into which or with which
Tenant, its corporate successors or assigns, is merged or consolidated, in
accordance with applicable statutory provisions for the merger or consolidation
of corporations, provided that by operation of law or by
effective provisions contained in the instruments of merger or consolidation the
liabilities of the corporations participating in such merger or consolidation
are assumed by the corporation surviving such merger or consolidation, or (2) a
corporation acquiring this Lease and the term hereby demised, the goodwill and
all or substantially all of the other property and assets of Tenant, its
corporate successors or assigns, and assuming all or substantially all of the
liabilities of Tenant, its corporate successors and assigns, or (3) any
corporate successor to a successor corporation becoming such by either of the
methods described in Clauses (1) and (2). The acquisition by Tenant, its corporate successors or
assigns, of all or substantially all of the assets, together with the assumption
of all or substantially all of the obligations and liabilities of any
corporation, shall be deemed to be a merger of such corporation into Tenant for
the purpose of this provision. As used in this provision, the words
“corporation”, “corporate” and similar words shall include other business forms such as
limited liability companies, and the words “voting stock” and “voting securities”
shall include other forms of ownership such as limited liability company
membership interests. 


7








Exhibit 10.5.5 


     2.7
Maintenance. With respect to all periods from and after the Effective Date of this
Agreement, Section 23.01 of the Original Lease (as same may have been previously
modified and amended) shall be deemed to have been modified and amended so as
to: (i) delete the current text in the entirety, save only for the first
sentence of said Section 23.01, and (ii) add an obligation of Landlord to
provide Landlord’s standard cleaning services (as more particularly described in
Schedule “B” to this Agreement) to the office area portions of the Demised Premises
only, together with an obligation of Landlord to empty the wastepaper baskets of
paper waste in the R&D portions of the Demised Premises. Notwithstanding the
foregoing, Tenant shall (a) at all times throughout the balance of the Term,
continue to be responsible for the removal from the Demised Premises (and the
real property of which same forms a part) of all non-office waste generated at
or from the Demised Premises and (b) through August 31, 2015, continue to be
responsible for the provision, servicing and emptying of its own exterior trash
(standard office waste) dumpster and exterior recycling bin at the Building.


    
2.8 Alterations. 

          (A)
Effective as of the Effective Date of this Agreement, Article XXV of the
Original Lease shall be deemed to have been modified and amended as follows: (i)
Landlord may, in its sole and absolute discretion, condition or withhold its
consent to any alteration proposed by Tenant if and to the extent such
alteration is structural in nature, would adversely effect the proper
functioning of any Building system and/or would extend beyond the boundaries of
the Demised Premises or otherwise be readily visible from outside the Demised
Premises; (ii) Landlord shall have the right and option to require Tenant to
engage Landlord’s designated general contractor for performance of any
alterations in or about the Demised Premises, provided the fees of Landlord’s designated contractor shall be reasonably competitive,
given the then current Nassau County commercial construction market; and (iii)
should Landlord permit Tenant to engage a general contractor other than
Landlord’s designated general contractor for performance of any alteration in or
about the Demised Premises, then Landlord shall be entitled to payment by Tenant
of a construction inspection fee in an amount equal to five (5%) percent of the
total cost of the subject alteration (it being acknowledged and agreed by the
parties that, in receiving such fee, Landlord assumes no responsibility for the
quality or manner [including, without limitation, the means, methods and/or
techniques] in which such work is or has been performed. 

8








Exhibit 10.5.5 

          (B) Subject to Landlord’s review and approval of the timing
thereof and formal plans and specifications to be prepared and submitted by
Tenant therefor, Landlord shall permit Tenant to cause licensed, reputable and
insured contractors engaged by Tenant to perform the following work at the
Building (collectively, the “Pre-Approved
Alterations”): (i) replace the exterior
windows and doors of the Demised Premises with exterior windows and doors
featuring Tenant’s SPD light control technology and (ii) install solar panels on
the roof of the Building, together with the protective matting necessary to
preserve Landlord’s roof warranty; provided that (a) the Pre-Approved
Alterations shall be performed at no cost or expense to Landlord; (b) the
Pre-Approved Alterations shall be performed subject to and in accordance with
all terms, conditions, requirements and restrictions of the Lease governing
alterations by or on behalf of Tenant; (c) following the installation thereof,
Tenant shall be responsible for the maintenance, repair and testing of the
Pre-Approved Alterations throughout the Term; (d) unless otherwise hereafter
specifically directed by Landlord in a written notice delivered to Tenant,
Tenant shall be required to remove the Pre-Approved Alterations, and restore the
affected areas to good condition (including the installation of new,
Building-standard exterior windows), by the expiration or sooner termination of
the Lease; and (e) the indemnification obligations of Tenant under the Lease
shall specifically extend to the performance of the Pre-Approved Alterations and
all activities and events related to the maintenance, repair, testing and
removal of the Pre-Approved Alterations throughout the balance of the Term of
the Lease. Supplementing the provisions of Section 2.8(B)(ii)(d) above, if so
requested in writing by Tenant at the time of Tenant’s submission to Landlord of
plans and specifications for the Pre-Approved Alterations, Landlord will advise
Tenant, in a written notice delivered prior to the commencement of Tenant’s
performance of the Pre-Approved Alterations, as to whether or not Tenant shall
indeed be required to remove the Pre-Approved Alterations, and restore the
affected areas to good condition (including the installation of new,
Building-standard exterior windows), by the expiration or sooner termination of
the Lease. 

    
2.9 Holding Over. Effective as of the Effective Date of this Agreement, the
second sentence of Section 32.01 shall be replaced with the following: If the
Tenant retains possession of the Demised Premises or any part thereof after the
termination of the term, then (i) Tenant shall pay Landlord as use and occupancy
for use of the Demised Premises, as applicable (x) for each of the first and
second months (or any portion thereof) of the holdover, an amount equal to 150%
of the amount of the unabated monthly installment of Annual Basic Rent that was
payable by Tenant for the last full month prior to the date of expiration or
termination of this lease and (y) for the third and each
subsequent month (or any portion thereof) of the holdover, an amount equal to
200% of the amount of the unabated monthly installment of Annual Basic Rent that
was payable by Tenant for the last full month prior to the date of expiration or
termination of this lease; and (ii) in all events, Tenant shall otherwise
observe, fulfill and perform all of its obligations under this Lease, including
but not limited to, those pertaining to the payment of additional rent, in
accordance with its terms; and (iii) only if the subject holdover extends beyond
sixty (60) days, be liable to Landlord for any payment or rent concession which
Landlord may be required to make to any tenant in order to induce such tenant
not to terminate an executed lease covering all or any portion of the Demised
Premises by reason of the holdover by Tenant 

9








Exhibit 10.5.5 

    
2.10 Security Deposit. Landlord and Tenant
hereby stipulate and agree that Landlord is currently holding a $16,755.18
security deposit under the Lease. Effective as of the Effective Date of this
Agreement, the amount of the security deposit required of Tenant under the Lease
shall be deemed to have been increased to $27,717.08. Accordingly, upon the
execution and delivery of this Agreement by Tenant, Tenant shall pay to Landlord
the entire $10,961.90 amount by which the new security deposit requirement
exceeds the amount of the security deposit currently being held by Landlord
under the Lease. In addition, the last sentence of Section 33.01 of the Original
Lease shall be deemed to have been deleted ab
initio. 

    
2.11 Mutual Indemnity. Effective as of the
Effective Date of this Agreement, the following is hereby inserted as a new
Article XXXVIII of the Lease: 

ARTICLE XXXVIII MUTUAL
INDEMNITY

     Section 38.1
Tenant shall, to the extent not caused by the negligence or willful misconduct
of Landlord or its contractors or agents or employees, indemnify, defend and
hold harmless Landlord and Landlord’s Others In Interest (hereinafter defined),
if any, from and against (a) all claims arising from any negligence or willful
misconduct of Tenant, its contractors, agents or employees, and (b) all claims
arising from any accident, injury or damage to any person or property in the
Demised Premises during the term or when Tenant is in possession and control of
the Demised Premises. As used herein, the term “Landlord’s Others In Interest” shall
mean Landlord’s managing agent, Landlord’s property manager, Landlord’s asset
manager and the holder of any mortgage on the Building or real property.
Tenant’s obligations under this Section 38.1 shall survive the expiration or
earlier termination of the Term of this lease.

     Section 38.2
Landlord shall, to the extent not caused by the negligence or willful misconduct
of Tenant or its contractors or agents, indemnify, defend and hold harmless
Tenant, if any, from and against (a) all claims arising from any negligence or
willful misconduct of Landlord, its contractors, agents and/or employees, and
(b) all claims arising from the negligence or willful misconduct with respect to
any accident,
injury or damage to any person or property in the common areas of the real
property and/or Building during the Term or when Tenant is in possession of the
Demised Premises. Landlord’s obligations under this Section 38.2 shall survive
the expiration or earlier termination of the Term of this lease. 


10










Exhibit 10.5.5 


     Section 38.3 The agreements to indemnify, defend and hold
harmless contained in this Article XXXVIII hereof are not intended to and shall
not relieve any insurance carrier of its obligations under policies required to
be carried by Landlord or Tenant, respectively, pursuant to this lease to the
extent that such policies cover the results of such acts or omissions.


    
2.12 Renewal Option. Effective as of the Effective Date of this Agreement, the
following is hereby inserted as a new Article XXXIX of the Lease: 


ARTICLE XXXIX – RENEWAL OPTION 

    
Section 39.01 Provided Tenant is not then in default under this Lease
(beyond any applicable notice and grace period provided in the Lease for the
cure thereof), Tenant shall have the option to renew this lease for one (1)
additional five (5) year period (the “Renewal
Term”), commencing on April 1, 2025 and
ending on March 31, 2030, upon the following terms and conditions: 

          (a) Tenant
shall give notice to Landlord, in writing, no later than June 30, 2024 (time
being of the essence), that such option is being exercised. The parties agree to
then negotiate the Annual Basic Rent for the Renewal Term (the “Minimum Annual Renewal Rent”). The Minimum Annual Renewal Rent is intended to be calculated using
the then current fair market annual rental rate per square foot per year for the
Demised Premises as of April 1, 2025, taking into account all relevant factors.
Upon timely and proper delivery of the written notice of exercise of this
renewal option by Tenant, this Lease shall be renewed for the Renewal Term on
the then current terms, covenants and conditions of this Lease (excluding any
leasing incentives), except that (i) the Minimum Annual Renewal Rent shall be
fixed in accordance with the provisions of this Section 39.01, (ii) the Demised
Premises shall be delivered in its “as is” condition as of the first day of the
Renewal Term and (iii) there shall be no further option to renew. 

          (b) If
Landlord and Tenant have not mutually agreed upon the Minimum Annual Renewal
Rent by October 1, 2024, they shall each select one real estate appraiser, each
of whom shall conduct a real estate appraisal and furnish a report to indicate
their opinion of the fair market rental of the Demised Premises.



11







Exhibit 10.5.5 


          (c) If, after a review of the appraisal reports prepared
and  submitted in accordance with Section 39.01(b), above, Landlord and
Tenant have not agreed on the Minimum Annual Renewal Rent by November 15, 2024,
then the matter shall immediately be submitted to arbitration before the
American Arbitration Association (“AAA”), and shall be determined by a
single arbitrator in accordance with the provisions of this Lease and the then
applicable local rules of the AAA at the AAA located nearest the Building. The
arbitrator shall, in determining the Minimum Annual Renewal Rent, take into
consideration the then existing current fair market rental value of similar
premises in the vicinity and all other relevant factors. The arbitrator shall
then, on an expedited basis, choose one of the determinations of the two
appraisers originally selected by the parties. The parties agree that the
decision and determination to be made by the arbitrator with respect to the
Minimum Annual Renewal Rent shall be final and binding upon Landlord and Tenant.


          (d)
Notwithstanding anything to the contrary contained in this Section 39.01, in no
event shall the Minimum Annual Renewal Rent be calculated at a rate less than
the unabated minimum annual rental rate applicable under this Lease to the
twelve full calendar months immediately preceding the Renewal Term. 

          (e)
Landlord and Tenant shall each separately pay their respective designated
appraisers. The expenses, fees and charges in connection with the arbitration
process set forth in clause (c), above, shall be borne equally between Landlord
and Tenant. 

          (f) Upon
agreement as to the Minimum Annual Renewal Rent by the parties hereto or upon
the Minimum Annual Renewal Rent being fixed by the arbitrator, as the case may
be, the parties hereto shall enter into a supplementary agreement extending the
term of this Lease as hereinabove provided. In the event of no agreement between
the parties or no decision by arbitration prior to April 1, 2025, Tenant shall
pay an interim fixed rental at the minimum annual rental rate last in effect
until the arbitration shall have been completed, after which Landlord and Tenant
shall make appropriate adjustment of such interim rent, such adjustment to be as
of the commencement date of the Renewal Term. Time is of the essence with
respect to all dates and time periods referenced in this Section 39.01.


    
Section 39.02 This option to renew shall be personal to Research
Frontiers Incorporated (including any Affiliate of, or Successor to [as such
terms are defined in Section 8.05 of the Lease], Research Frontiers Incorporated
to which this Lease is assigned) and shall not be otherwise transferrable by
operation of law or otherwise. 



12









Exhibit 10.5.5 


    
2.13 Right of First
Offer. Effective as of the Effective Date of
this Agreement, the following is hereby inserted as a new Article XL of the
Lease: 



ARTICLE XL RIGHT OF FIRST OFFER 

     Section 40.01
At any time where there then remains not less than two (2) years on the term of
this Lease where any space, located immediately adjacent and contiguous to the
Demised Premises, is or becomes vacant and available for lease (any such space
being hereinafter referred to as “Offer
Premises”), Tenant shall have a right of
offer to lease the entire subject Offer Premises. Landlord shall provide Tenant
with written notice (“Landlord’s Offer
Notice”) of the availability or anticipated
(within twelve months) availability of any such Offer Premises; provided,
however, that Landlord shall not be liable to Tenant for any costs, expenses,
damages or liabilities that are or may be incurred by Tenant by reason of
Landlord’s unintentional failure to so notify Tenant, unless Tenant had
expressed to Landlord, in a signed written notice, during the preceding twelve
(12) months, a general intention and desire to expand its Demised Premises at
the Building. In any event, Tenant shall exercise such right of offer, if at
all, in strict accordance with the following terms and conditions: 

          (i) At the
time Tenant intends to exercise its right of offer hereunder, and as of the
effective date of Tenant’s leasing of the subject Offer Premises, Tenant shall
be occupying substantially all of the Demised Premises and no event of default
shall have occurred and be continuing under this Lease beyond any applicable
notice and grace period provided in the Lease for the cure thereof; 

          (ii) Tenant
shall give written notice to Landlord (“Tenant’s Offer Notice”), expressing
unequivocally the fact the Tenant has exercised its right of offer to lease the
subject Offer Premises; it being acknowledged and agreed that any written
communication purporting to serve as Tenant’s Offer Notice, but containing
language of equivocation, shall be deemed a counteroffer by Tenant and shall
constitute the election by Tenant not to exercise its right of offer with
respect to the subject Offer Premises. If Landlord does deliver a Landlord’s
Offer Notice, then such Tenant’s Offer Notice must be delivered, if at all,
within twelve (12) business days following such delivery of Landlord’s Offer
Notice; 

          (iii) The
Annual Basic Rent for the Offer Premises shall be equal to the then current fair
market rental value for the subject Offer Premises (the “Offer Rent”), taking into
consideration all relevant factors. In the event Landlord and Tenant have not
mutually agreed upon the Offer Rent within fifteen (15) days following delivery
of the Tenant’s Offer Notice, then the matter shall immediately be submitted to
arbitration before the AAA, and shall be determined in accordance with the
guidelines included herein by a single arbitrator in accordance with the
provisions of this Lease and the then applicable local rues of the AAA at the
AAA located nearest the Building. The arbitrator shall, in determining the Offer
Rent, take into consideration the then existing current fair market rental value
of similar premises in the vicinity and all other relevant factors. The
arbitrator shall then, on an expedited basis, choose one of the determinations
of the two appraisers originally selected by the parties. The parties agree that
the decision and determination to be made by the arbitrator with respect to the
Offer Rent shall be final and binding upon Landlord and Tenant 


13







Exhibit 10.5.5 



          (iv) Landlord and Tenant shall each separately pay their
respective designated appraisers. The expenses, fees and charges in connection
with the arbitration process set forth in clause (iii), above, shall be borne
equally between Landlord and Tenant.

          (v) Unless
otherwise mutually agreed by the parties (and reflected in the Offer Rent),
Tenant shall accept the subject Accepted Offer Premises in its then “as is”
condition, and Landlord shall not be required to perform any work to or make any
installations in the subject Accepted Offer Premises in order to prepare same
for occupancy by Tenant. If the Offer Premises is not then directly metered for
gas and electricity service, then Landlord shall cause same to be directly
metered or, if not practicable, submetered (with Tenant to make consumption
payments to Landlord based upon such submeter readings), in either case at
Tenant’s sole cost and expense; 

          (v) If
Tenant timely delivers the Tenant’s Offer Notice, then the subject Offer
Premises shall be incorporated into the Demised Premises under all of the terms
of this Lease, except as otherwise set forth in clauses (iii) and (v) above and
except for other changes made necessary by reason of the increased size of the
Demised Premises (e.g., Tenant’s proportionate share). 

          (vi) If
Tenant timely delivers the Tenant’s Offer Notice, then Landlord shall lease to
Tenant and Tenant shall lease from Landlord the subject Offer Premises; subject
to the following provisions of this Article. If requested by either party,
however, then Landlord and Tenant shall enter into an amendment of this Lease
(the “Offer Agreement”), which shall reflect the necessary modifications set forth
in clauses (i) through (v) above. 

    
Section 40.02 In the event Tenant fails to execute the Offer Agreement
within twenty (20) days of presentment thereof by Landlord, Tenant’s right of
offer will be automatically voidable at the election of Landlord and, if so
voided, will be deemed to have lapsed and Landlord shall be free to lease the
Offer Premises or any portion thereof to any third party upon any terms.



14







Exhibit 10.5.5 


     Section 40.03
If and when so requested by Tenant, from time to time throughout the Term of
this Lease, Landlord shall advise Tenant of any Offer Premises that is then
vacant and available for lease or that Landlord reasonably anticipates will be
becoming vacant and available for lease within a reasonable period thereafter.


    
Section 40.06 Time is of the essence with respect to all dates and time
periods referenced in this Article. This right of offer is (i) personal to
Research Frontiers Incorporated (including any Affiliate of, or Successor to [as
such terms are defined in Section 8.05 of the Lease], Research Frontiers
Incorporated to which this Lease is assigned) and shall not be otherwise
transferable by operation by law or otherwise, and (ii) subject and subordinate
to the rights of existing tenants. 


    
2.14 Cancellation
Option. Effective as of the Effective Date of
this Agreement, the following is hereby inserted as a new Article XLI of the
Lease: 


ARTICLE XLI CANCELLATION OPTION 

    
Section 41.01 Provided Tenant is not then in default under this Lease
(beyond any applicable notice and grace period provided in the Lease for the
cure thereof), Tenant shall have the one time right and option (this
“Cancellation Option”) to cancel this lease effective as of September 30, 2021
(the “Cancellation Date”). Tenant shall exercise this Cancellation Option, if at all,
by written notice (the “Cancellation
Notice”) delivered to Landlord no later than
December 31, 2020 (the “Cancellation Option
Election Deadline”), accompanied by payment
(in immediately available funds) of a cancellation fee (the “Cancellation Fee”) in the
amount of the Cancellation Fee Amount (hereinafter defined). 

    
Section 41.02 As used herein, the term “Cancellation Fee Amount” shall mean
the sum of $265,172.50. 

    
Section 41.03 Upon satisfaction by Tenant of each of the above
conditions, and upon the Demised Premises having been surrendered to Landlord
and vacated by Tenant on or before the Cancellation Date as if that date were
the Expiration Date under this Lease, this Lease shall be deemed canceled and
terminated as of the Cancellation Date. Time is of the essence with respect to
all dates and time periods referenced in this Article. In the event that Tenant
does not deliver the Cancellation Notice with the Cancellation Fee payment by
the Cancellation Option Election Deadline, then this Cancellation Option shall
be deemed to have lapsed and been rendered of no further force or effect
whatsoever. If Tenant does timely and properly exercise this Cancellation
Option, but thereafter fails to fully vacate and surrender the Demised Premises
by the Cancellation Date, then, at Landlord’s option, Tenant shall either be
deemed to (i) have revoked and rescinded its exercise of this Cancellation
Option, in which event the Cancellation Fee shall be returned to Tenant, or (ii)
be holding over in the Demised Premises beyond the expiration of the Term,
without the acquiescence of Landlord, subject to the applicable terms and
conditions of this Lease. In addition, Tenant acknowledges and agrees that (a)
following exercise of this Cancellation Option by Tenant, Tenant may not revoke
such cancellation without the prior written consent of Landlord (which may be
granted or withheld in Landlord’s sole discretion); (b) this Cancellation
Option, and the ability of Tenant to exercise same, shall be rendered null and
void upon Tenant leasing any additional space in the Building, whether pursuant
to the exercise of a right or option under this Lease, through negotiation or
otherwise; and (c) the delivery of the Cancellation Notice shall render null and
void the ability of Tenant to exercise any right or option, if any, of Tenant to
lease additional space in the Building. 


15







Exhibit 10.5.5 

     2.15
Notices to Landlord. Notwithstanding anything to the contrary contained in the Existing
Lease, effective immediately, any bills, statements, consents, notices, demands,
requests or other communications given or required to be given under the Lease
to Landlord shall be in writing and shall be addressed as follows: 

CLK-HP
230-240 Crossways Park LLC and
     Lake Park 230-240 Crossways Park LLC
c/o
RXR Realty LLC
625 RXR Plaza 
Uniondale, New York 11556
Attn: Managing Director


with a copy sent simultaneously to:


RXR Realty
LLC
625 RXR Plaza 
Uniondale, New York
11556
Attn: Legal Department, 

or to such other or additional
address(es) as Landlord may designate as its new address(es) for such purpose by
notice given in accordance with the provisions of the Lease. 

    
2.16 Condition of Demised
Premises. 

          (A) Tenant
hereby acknowledges and agrees that Landlord has performed all work and made all
installations required of Landlord under the Existing Lease, that Tenant is
accepting the Demised Premises in its current “as is” condition, and that,
except as otherwise expressly set forth in Section 2.16(B) of this Agreement,
and that Landlord shall not be required to perform any work, make any
installations or incur any expense in or to the Demised Premises in order to
prepare same for continued occupancy by Tenant. 

16







Exhibit 10.5.5 

          (B)     (i)
Notwithstanding anything to the contrary contained in Section 2.16(A) of this
Agreement, Landlord, at its expense (except as otherwise provided in Section
2.16(B)(ii), below, except as pursuant to any extra work orders or change orders
authorized by Tenant and except as may be otherwise noted on Exhibit “1” annexed hereto
or on the final construction drawings prepared in connection with the Extension
Work), shall cause its designated contractor (the “Contractor”) to perform and make
certain work and certain installations in and to the Demised Premises in order
to prepare same for continued occupancy by Tenant and in and to certain portions
of the common areas of the Building; such work and installations to be performed
in accordance with final construction drawings to be developed by Landlord or
the Contractor on the basis of the specifications shown and described, and
subject to the terms and conditions set forth, in and on the Concept Plan that
has been annexed hereto as Exhibit
“1” (such work and installations sometimes
herein referred to as the “Extension
Work”). The parties acknowledge and agree
that the Exhibit “1” Concept Plan shall be deemed to have been supplemented and
clarified by the set of General Notes that has been annexed hereto as an
Exhibit “1-A” to this Agreement. In the event that there is a conflict or
inconsistency between the provisions of this Agreement (including the Exhibit
annexed hereto) and the work set forth on the final construction drawings to be
prepared by Landlord or the Contractor for the Extension Work and approved by
Landlord and Tenant after the date hereof, such final construction drawings
shall be controlling. Tenant shall be responsible for moving and relocating all
personnel and all furniture, equipment and other items of personal property in
and about the Demised Premises in order to accommodate performance of the
Extension Work, including, without limitation, all necessary disconnection,
moving and re-connection of computer, data and telecommunications wiring and
equipment in order to accommodate performance of the Extension Work. Tenant
acknowledges and agrees that the Extension Work may be performed generally
during a period while Tenant remains in use and occupancy of the Demised
Premises, and that Landlord shall not be liable for any inconvenience to Tenant
or for interference with Tenant’s business or use of the Demised Premises or any
portion thereof during the performance of the Extension Work, although Landlord
shall use its reasonable efforts to have the Contractor cooperate with Tenant to
avoid unreasonably disrupting the conduct of Tenant’s business in the Demised
Premises (provided, however, that such efforts shall not be construed as to
require any aspect of the Extension Work to be performed on an overtime basis,
unless Tenant specifically requests same and agrees to reimburse Landlord for
the incremental cost increase associated with the performance of the subject
work item on an overtime basis [as compared to performance thereof on a
straight-time basis]). 

17







Exhibit 10.5.5 

                   
(ii) In order to defray the anticipated costs to
Landlord associated with certain upgraded finishes that have been selected by
Tenant in connection with the Extension Work, Tenant shall pay to Landlord or
Landlord’s designee the sum of $83,178.00 (the “Tenant’s EW Contribution”). The Tenant’s EW
Contribution shall be payable in the following two (2) installments: (i)
$41,589.00 upon execution and delivery of this Agreement by Tenant, and (ii)
$41,589.00 within ten (10) days following the issuance of an invoice therefor by
Landlord or Landlord’s designated contractor (which invoice may not be issued
prior to the date on which the Extension Work has been progressed to the point
where the only work items that then remain to be completed are punch-list items
[i.e., minor or insubstantial items of cosmetic or mechanic adjustment, the
incompletion of which would not have a material adverse impact upon the ability
of Tenant to continue to use the Demised Premises for the conduct of its
business]). 

                   
(iii) Also notwithstanding anything to the contrary
contained in Section 2.16(A) of this Agreement, Landlord, at its expense (except
as pursuant to any extra work orders or change orders authorized by Tenant and
except as may be otherwise noted on Exhibit
“2” annexed hereto or on the final
construction drawings, if any, prepared in connection with the Building Work),
shall cause the Contractor to perform and make certain work and certain
installations in and to the Building in order to prepare same for continued
occupancy by Tenant; such work and installations to be performed in accordance
with final construction drawings to be developed by Landlord or the Contractor
on the basis of the specifications described, and subject to the terms and
conditions set forth, in the Building Work description that has been annexed
hereto as Exhibit “2” (such work and installations sometimes herein referred to as
the “Building Work”). In the event that there is a conflict or inconsistency between the
provisions of this Agreement (including the Exhibits annexed hereto) and the
work set forth on the final construction drawings, if any, to be prepared by
Landlord or the Contractor for the Building Work and approved by Landlord and
Tenant after the date hereof, such final construction drawings shall be
controlling. Tenant acknowledges and agrees that the Building Work may be
performed generally during a period while Tenant remains in use and occupancy of
the Demised Premises, and that Landlord shall not be liable for any
inconvenience to Tenant or for interference with Tenant’s business or use of the
Demised Premises or any portion thereof during the performance of the Building
Work, although Landlord shall use its reasonable efforts to have the Contractor
cooperate with Tenant to avoid unreasonably disrupting the conduct of Tenant’s
business in the Demised Premises (provided, however, that such efforts shall not
be construed as to require any aspect of the Building Work to be performed on an
overtime basis, except as otherwise expressly provided herein or unless Tenant
specifically requests same and agrees to reimburse Landlord for the incremental
cost increase associated with the performance of the subject work item on an
overtime basis [as compared to performance thereof on a straight-time basis]).


18







Exhibit 10.5.5 

          (C) Landlord and Tenant have incorporated into this Agreement,
as a Schedule “A” hereto, an estimated project schedule (the “Project Schedule”)
for performance and completion of the individual aspects of the Extension Work
and the Building Work (each such individual aspect being sometimes hereinafter
generically referred to as a “Landlord Work Item”). Notwithstanding anything to
the contrary contained herein, if Landlord has not achieved substantial
completion of a subject Landlord Work Item by the date that is one (1) month
following the estimated completion date set forth with respect to that Landlord
Work Item on the Project Schedule, and provided that such delay is not
attributable to circumstances outside of the reasonable control of Landlord,
then (i) if so requested by Tenant in writing, Landlord shall incur overtime
expenses to finalize the subject Landlord Work item and, in addition (ii) at
Tenant’s option, Tenant may deliver to Landlord written notice (the
“Applicable Self Help Notice”) of its intent to exercise its Applicable Self Help Remedy
(as defined below). If Tenant delivers the Applicable Self-Help Notice and
Landlord has still not achieved substantial completion subject Landlord Work
Item by the thirtieth (30th) day following effective delivery of the Applicable
Self Help Notice, then Tenant may deliver to Landlord written demand to cease
performance of the subject Landlord Work Item, together with Tenant’s written
election to undertake the Applicable Self Help Remedy. The “Applicable Self Help Remedy” shall be the empowerment of Tenant to engage its own licensed, insured
and reputable contractors and subcontractors for the purpose of completing the
subject Landlord Work Item, under the direction of Tenant and subject to and in
accordance with all terms, conditions, requirements and restrictions of the
Lease governing alterations by or on behalf of Tenant. However, Tenant
acknowledges and agrees that, with respect to any subject Landlord Work Item
that would affect, touch or concern the Building structure or any Building
system, Tenant shall only engage a contractor(s) or subcontractor(s) approved by
Landlord for the performance of the subject work, provided the fees of such
contractor(s) or subcontractor(s), as applicable, shall be reasonably
competitive, given the then current Nassau County commercial construction
market. In exercising the Applicable Self Help Remedy, Tenant shall be required
to engage a licensed architect for the purpose of performing an independent
review and approval of the construction drawings for the subject Landlord Work
Item. If Tenant exercises the Applicable Self Help Remedy, then upon Tenant
having achieved substantial completion of the subject Landlord Work Item, and
the transfer to Landlord of all customary warranties relating to the subject
Landlord Work Item, Landlord shall pay to Tenant the entire positive difference
(if any) between the aggregate amount of reasonable out-of-pocket expenses
actually incurred by Tenant directly in connection with performance of the
subject Landlord Work Item and the aggregate amount of such expenses that would
have been incurred by Tenant (if any) but for the exercise of the Applicable
Self Help Remedy by Tenant. Also if Tenant exercises the Self Help Remedy,
Tenant shall cause its contractors and subcontractors to use commercially
reasonable efforts to minimize any interference with the operation of any other
tenant’s business at the Building. 

    
2.17 Notice of Intent to
Sell. If, at any time during the Term of the
Lease, Landlord desires to sell, transfer or convey its fee simple ownership
interest in the Building or the real property of which the Building forms a part
to an unaffiliated third party (other than in connection with (i) a
multi-property sale, transfer or conveyance by and among Landlord and its
affiliate(s) and (ii) a transfer or conveyance to an industrial development
agency or other governmental or quasi-governmental entity), Landlord shall use
good faith efforts to endeavor to provide Tenant with written notice of such
desire prior to consummating the subject third party sale, transfer or
conveyance; provided, however, that Landlord shall not be liable to Tenant for
any costs, expenses, damages or liabilities that are or may be incurred by
Tenant by reason of any failure by Landlord to so notify Tenant. 

19







Exhibit 10.5.5 

ARTICLE III
Broker

     3.1 Each of
Landlord and Tenant represents to the other that this Agreement was brought
about by Newmark Grubb Knight Frank (the “Broker”), as broker, and that all
negotiations with respect to this Agreement were conducted exclusively among
Landlord, Tenant and the Broker. Each of Landlord and Tenant covenants that if
any claim is made for commissions by any broker (other than the Broker) in
connection with this Agreement on account of the actions of a covenanting party,
then that covenanting party will hold the other party free and harmless from any
and all liabilities and expenses in connection therewith, including such other
party’s reasonable attorney’s fees. 

ARTICLE IV
Ratification 

    
4.1 Each of Landlord and Tenant represents and warrants that, to its
knowledge, the Existing Lease is presently in full force and effect. 

    
4.2 The parties hereby ratify and confirm all of the terms, covenants and
conditions of the Existing Lease, except to the extent that those terms,
covenants and conditions are amended, modified or varied by this Agreement. If
there is a conflict between the provisions of the Existing Lease and the
provisions of this Agreement, then the provisions of this Agreement shall
control.

    
4.3 This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and/or assigns.


    
4.4 Promptly following the full execution and delivery of this Agreement,
Landlord and Tenant shall reconcile (in the form of a payment or credit by
Landlord for the benefit of Tenant) the net amount of any overpayment of Annual
Basic Rent and Additional Rent made by Tenant with respect to the period
commencing January 1, 2014 and ending as of the last day of the calendar month
in which the Effective Date of this Agreement occurs, after giving effect to the
retroactive nature of the Existing Lease modifications made pursuant to this
Agreement. 

[SIGNATURES ON FOLLOWING PAGE]


20







Exhibit 10.5.5 

     IN WITNESS
WHEREOF, the parties have executed this Fifth Amendment to Lease as of the day
and year first above written. 


	CLK-HP 230-240 CROSSWAYS
      PARK DRIVE LLC
	 
	 
	By:	 
	Name:	
	Title:	Authorized Person
	 
	 
	LAKE PARK 230-240
      CROSSWAYS PARK DRIVE LLC
	 
	 
	By:	 
	Name:	
	Title:	Authorized Person
	 
	 
	RESEARCH FRONTIERS
      INCORPORATED
	 
	 
	By:	 
	Name:   	Seth L. Van Voorhees
	Title:	Chief Financial
Officer




21