THIS WARRANT AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT
THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT
REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE
STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT OR ANY SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT.


 


WARRANT TO PURCHASE COMMON STOCK


 


OF


 


CYTOSORBENTS CORPORATION


 


This is to certify that, FOR VALUE RECEIVED,
____________ or assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from
CYTOSORBENTS CORPORATION, a NEVADA corporation (the “Company”), _______ fully paid, validly issued and nonassessable
shares of Common Stock, $.001 par value, of the Company at a price of $0.125 per share at any time or from time to time until September
30, 2018 (the “Exercise Period”) commencing on September 30, 2013 (the “Issuance Date”) subject to the
Exercise Start Date defined below. The number of shares of Common Stock to be received upon the exercise of this Warrant and the
price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common
Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as “Warrant
Shares” and the corresponding exercise price of a share of Common Stock in effect at any time and as adjusted from time to
time is hereinafter sometimes referred to as the “Exercise Price.”


 


This Warrant was originally
issued pursuant to the terms of a Convertible Note agreement (the “Note”) dated September 30, 2013 between the
Company and _______________.


 


(a)EXERCISE
OF WARRANT; CANCELLATION OF WARRANT.


 


(1)Subject to adjustment
as provided in Section (g) below, this Warrant may be exercised in whole or in part from time to time during the Exercise Period
subject to the Exercise Start Date. This Warrant shall only begin to be exerciseable or assignable commencing on the “Exercise
Start Date” defined as the earlier of either (i) September 30, 2014, or (ii) the date on which the total outstanding
principal and interest of the Note agreement has been converted into Common Stock of the Company per the terms of the warrants
section in the Note agreement. If the date of the exercise of this Warrant falls on a day on which banking institutions in the
State of New York are authorized by law to close, then the date of the exercise shall be on the next succeeding day which shall
not be such a day.


 


(2)This Warrant may
be exercised by presentation and surrender hereof to the Company at its principal office with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price for the number of Warrant Shares specified in such form.
As soon as practicable after each such exercise of this Warrant, but not later than seven (7) days following the receipt of good
and available funds, the Company shall issue and deliver to the Holder a certificate or certificate for the Warrant Shares issuable
upon such exercise, registered in the name of the Holder or its designee. If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the
Holder thereof to purchase the balance of the Warrant Shares purchasable thereunder. Upon receipt by the Company of this Warrant
at its office in proper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be physically delivered to the Holder.


 






    	 



    	 



    

 


(3) Cashless Exercise of Warrants.
Notwithstanding any provision herein to the contrary, if the current market value of the Company’s Common Stock (as defined
below) is greater than the warrant Exercise Price, in lieu of delivering the Exercise Price in cash or check the Creditor may elect
to exchange the warrants, in whole or in part, to receive in exchange that number of shares of Common Stock equal to the value
of these Warrants or portion thereof being exercised (the "Net Issue Exercise"). If the Creditor wishes to elect the
Net Issue Exercise, the Creditor shall notify the Company of his election in writing at the time the Creditor delivers to the Company
the notice of exercise in the form attached hereto along with the surrender of the warrant at the principal office of the
Company. In the event the Creditor shall elect the Net Issue Exercise, the Creditor shall receive upon exercise of the Warrants
that number of shares of Common Stock equal to (A) the product of (i) the number of shares purchasable under this warrant by means
of a cash exercise, or portion thereof being exercised, and (ii) the excess of the current market value (as defined below) per
share over the warrant Exercise Price per share, divided by (B) the current market value, as defined below, of each share. Current
Market Value of the Common Stock shall be defined as follows:


 


(i)If the shares are listed on a national
securities exchange, listed for trading on the Nasdaq Stock Market, listed for trading over the counter, bulletin board or pink
sheets, the Current Market Value shall be the volume weighted average of the reported closing sale prices of the shares on such
exchange or system for five (5) consecutive business trading days ending on the last business trading day prior to the date of
exercise of this warrant; or


 


(ii)If the shares are no longer listed
as in (i) above, the Current Market Value shall be the volume weighted average of the reported closing sale prices of the shares
for the last fifteen (15) reported consecutive business trading days on such exchange or system immediately preceding 180 business
trading days from the delisting of the shares, within the term of the Note; or


 


(iii) If there were no such sales
during the term of the Note, the most significant recent sale, as determined in a reasonable manner by the Directors of the Company.


 






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(b)FRACTIONAL
SHARES. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. The
total shares issuable upon exercise of this Warrant shall be rounded to the nearest whole share.


 


(c)EXCHANGE,
TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company at its
principal office with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company
shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and
this Warrant shall promptly be cancelled. This warrant may not be assigned prior to the Exercise Start Date. This Warrant may be
divided or combined with other warrants which carry the same rights upon presentation hereof at the principal office of the Company
together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the
Holder hereof. The term “Warrant” as used herein includes any Warrants into which this Warrant may be divided or exchanged.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in
the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed
and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so
lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.


 


(d)RIGHTS OF
THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law
or equity, and the rights of the Holder are limited to those expressed in the Warrant and are not enforceable against the Company
except to the extent set forth herein.


 


(e)ANTI-DILUTION
PROVISIONS. The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of
the Warrants shall be subject to adjustment from time to time upon the happening of certain events as follows:


 


(1)In
case the Company shall hereafter (i) subdivide or reclassify its outstanding shares of Common Stock into a greater number
of shares, or (ii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect at the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal
the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of
Common Stock outstanding after giving effect to such action, and the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such action. Such adjustment shall be made successively whenever any event listed above
shall occur.


 






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(2)Whenever
the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsection (1) above, the number of Warrant
Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially
issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained
by the Exercise Price, as adjusted.


 


(3)No
adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least two
cents ($0.02) in such price; provided, however, that any adjustments which by reason of this Subsection (3) are not required
to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations
under this Section (e) shall be made to the nearest one-tenth cent or to the nearest one-hundredth of a share, as the case
may be. Anything in this Section (e) to the contrary notwithstanding, the Company shall be entitled, but shall not be required,
to make such changes in the Exercise Price, in addition to those required by this Section (e), as it shall determine, in its
sole discretion, to be advisable in order that any subdivision, reclassification or combination of Common Stock, hereafter made
by the Company shall not result in any Federal income tax liability to the holders of Common Stock or securities convertible into
Common Stock (including Warrants).


 


(4)In
the event that at any time, as a result of an adjustment made pursuant to Subsection (1) above, the Holder of this Warrant
thereafter shall become entitled to receive any shares of the Company, other than Common Stock, thereafter the number of such other
shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Subsections (1) to  (4) inclusive
above.


 


(5)Irrespective
of any adjustments in the Exercise Price or the number or kind of shares purchasable upon exercise of this Warrant, Warrants theretofore
or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants
initially issuable pursuant to this Agreement.


 


(f)NOTICES TO
WARRANT HOLDERS. So long as this Warrant shall be outstanding, if any capital reorganization of the Company, reclassification
of the capital stock of the Company, consolidation or merger of the Company with or into another corporation, sale, lease or transfer
of all or substantially all of the property and assets of the Company to another corporation, or voluntary or involuntary dissolution,
liquidation or winding up of the Company shall be effected, then in any such case, the Company shall cause to be mailed by certified
mail to the Holder, at least fifteen days prior to the record date with respect to such action, a notice containing a brief description
of the proposed action and stating the date on which a record is to be taken for the purpose of such reclassification, reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up.


 






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(g)RECLASSIFICATION,
REORGANIZATION OR MERGER. In case of any reclassification, capital reorganization or other change of outstanding shares of
Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than
a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant)
or in case of any sale, lease or conveyance to another corporation of the property of the Company as an entirety, the Company shall,
as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter
by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of stock
and other securities and property receivable upon such reclassification, capital reorganization and other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon exercise of
this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provision
shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for
in this Warrant. The foregoing provisions of this Section (g) shall similarly apply to successive reclassifications, capital
reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances.


 


(h)Compliance
with Securities Laws. (i)   The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares
of Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee
for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares
of Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from
registration, under the Securities Act and any applicable state securities laws. (ii)   Except as provided in paragraph (iii)
below, this Warrant and all certificates representing shares of Warrant Stock issued upon exercise hereof shall be stamped or imprinted
with a legend in substantially the following form: 


 


THIS WARRANT AND THE SHARES OF
COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE
SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED.


 


(iii)  
The Issuer agrees to reissue the certificates representing any of the Warrant Stock, without the legend set forth above if at such
time, prior to making any transfer of any such securities, the Holder shall give written notice to the Issuer describing the manner
and terms of such transfer. Such proposed transfer will not be effected until: (a) either (i) the Issuer has received an opinion
of counsel reasonably satisfactory to the Issuer, to the effect that the registration of such securities under the Securities Act
is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such
proposed disposition has been filed by the Issuer with the United States Securities and Exchange Commission and has become effective
under the Securities Act, or (iii) the Issuer has received other evidence reasonably satisfactory to the Issuer that such registration
and qualification under the Securities Act and state securities laws are not required.


 






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	 	CYTOSORBENTS CORPORATION
	 	 
	 	By:_____________________________
	 	Name: Phillip Chan
	 	Title: Chief Executive Officer




 


Dated: September 30, 2013


 




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PURCHASE FORM


 


*** Required with this Purchase Form
is the original Warrant agreement ***


 


(Any unexercised portion of such Warrant
will be reissued and delivered to the undersigned)


 


Dated:________________________


 


 ̈
CHECK TO ELECT CASH EXERCISE


 


The undersigned
hereby irrevocably elects to exercise the within Warrant to the extent of purchasing _________ shares of Common Stock at an
Exercise Price of _________ per share and hereby makes payment of _________ in payment of the actual exercise price thereof
by cash, certified or official bank check (or via wire transfer).


 


 ̈
CHECK TO ELECT “CASHLESS” NET ISSUE EXERCISE


 


	
         
	X = Y(A-B)
	  	            A
	 	 	 
	Where	X =	the number of shares of Common Stock to be issued to the Holder.
	 	 	 
	 	Y =	the number of shares of Common Stock issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.
	 	 	 
	 	A =	the per share Current Market Value of the Common Stock as defined Warrant agreement.
	 	 	 
	 	B =	the Exercise Price as defined in the Warrant agreement.


 


The undersigned hereby
irrevocably elects to exercise the within Warrant on a cashless basis to the extent of receiving  _____  shares of Common
Stock (“X”) as calculated from:


 


___________ Number of shares of Common
Stock issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather
than a cashless exercise (“Y”).


 


___________Current Market Value as
defined in the Warrant agreement (“A”)


 


___________Exercise Price as defined
in the Warrant agreement (“B”)


 


INSTRUCTIONS FOR REGISTRATION OF STOCK


 


Name:___________________________


(Please typewrite or print in block letters)


 


Address:__________________________


 






    	 



    	 



    

 


Signature:_________________________


 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED, 
 :_________________________ hereby sells, assigns and transfers unto


 


Name:___________________________


(Please typewrite or print in block letters)


 


Address:__________________________


 


the right to purchase Common Stock represented
by this Warrant to the extent of   shares at an Exercise Price of _________ per share as to which such right is exercisable
and does hereby irrevocably constitute and appoint   Attorney, to transfer the same on the books of the Company with full
power of substitution in the premises.


 


Date:_____________________________


 


Signature:_________________________