Exhibit 10.2


 





Success Fee Letter


 


CytoSorbents Corporation


7 Deer Park Drive


Suite K


Monmouth Junction, NJ 08852


March 29, 2018


 


Bridge Bank, a division of Western Alliance Bank


12220 El Camino Real, Suite 100


San Diego, CA 92130


Attn: Bill Wickline


 


Ladies and Gentlemen:


 


Reference is herein
made to that certain Amended and Restated Loan and Security Agreement (the “Loan Agreement”), dated as of even date
herewith, by and between Western Alliance Bank, an Arizona corporation (“Bank”), and CytoSorbents Corporation, a Delaware
corporation and CytoSorbents Medical, Inc., a Delaware corporation (individually and collectively, jointly and severally “Borrower”).
CytoSorbents Corporation may be referred to herein as “Parent.” Capitalized terms used but not otherwise defined herein
shall have the respective meanings given to them in the Loan Agreement. For good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by Borrower hereby agrees to pay to the Bank, an amount equal to 6.37% of the original aggregate
amount of Term B Loans made under the Loan Agreement (“Success Fee”), promptly upon the occurrence of the first Liquidity
Event (as defined herein) after the date hereof in accordance with the payment instructions that the Bank may provide to Borrower
following the receipt of the Liquidity Event Notice. For the purposes of clarification, no Success Fee shall be due hereunder if
the Term B Loan has not been made under the Loan Agreement.


 


As used herein:


 


“Liquidity Event”
means any of the following: (a) a sale or other disposition by either Borrower of all or substantially all of its assets; (b) a
merger or consolidation of either Borrower into or with another person or entity, where the holders of such Borrower’s outstanding
voting equity securities as of immediately prior to such merger or consolidation hold less than a majority of the issued and outstanding
voting equity securities of the successor or surviving person or entity as of immediately following the consummation of such merger
or consolidation; (c) a transaction or a series of related transactions in which any “person” or “group”
(within the meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner”
(as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares
of all classes of stock then outstanding of either Borrower ordinarily entitled to vote in the election of directors, empowering
such “person” or “group” to elect a majority of the Board of Directors of such Borrower, who did not have
such power before such transaction; or (d) the closing price per share for Parent’s common stock on stock exchange where
shares of Parent’s common stock are traded at the applicable time, the greater of 1) 70% or more over the closing price of
the common stock on the date the Amended Loan Agreement is executed (after giving effect to any stock splits or consolidations
effected after the date hereof) for five successive business days or 2) 26.13% more than the closing price of the common stock
on the date of the funding of the Term B Loan.


 






     

     


    

 


Borrower shall give
Bank a written notice (“Liquidity Event Notice”) not less than ten (10) days’ prior to the closing of the first
Liquidity Event (described in clauses (a) through (c) of the definition of Liquidity Event), and promptly upon the occurrence of
the first Liquidity Event described in clause (d) of the definition of Liquidity Event, at the Bank’s address set forth above
(or the then current address of the Bank as advised by the Bank to Borrower in writing) via certified mail or a reputable courier
service. The Liquidity Event Notice shall include Borrower’s then current address. Bank, upon receipt of the Liquidity Event
Notice, shall deliver to Borrower at its then current address as set forth in the Liquidity Event Notice, payment instructions
for the Success Fee. If the Success Fee is pursuant to a Liquidity Event described in clause (d) of the definition of the Liquidity
Event, at the Borrower’s election, Parent shall in lieu of paying the Success Fee in cash, issue and sell in exchange for
the Success Fee (and without any further consideration from the Bank) to the Bank such number of registered shares of Parent’s
common stock as would equal the quotient (calculated by rounding up the nearest whole number) obtained by dividing (a) the Success
Fee by (b) the volume weighted average price per share of Parent’s common stock for the same five successive business days
on which the closing price per share of Parent’s common stock caused the Success Fee to become payable.


 


 


The right of Bank to
receive the Success Fee and the obligation of the Borrower to pay the Success Fee hereunder shall terminate on the date that is
fifth anniversary of the funding date of the Term B Loans but shall survive the termination of the Loan Agreement and any prepayment
of the Term B Loans.


 


Notwithstanding the
provisions of the Success Fee Letter dated June 30, 2016 from Borrower to Bank (the “Prior Letter”), Term B Loans made
after the date hereof shall serve as the basis for the Success Fee calculated hereunder and shall not constitute “Term Loans”
under the Prior Letter.


 


[Signature Page follows]


 




     

     


    

 





	 	Very truly yours,
	 	 
	 	CYTOSORBENTS CORPORATION
	 	 
	 	By:	/s/ Kathleen P. Bloch
	 	Name:	Kathleen P. Bloch
	 	Title:	Chief Financial Officer
	 	 	 
	 	CYTOSORBENTS MEDICAL, INC.
	 	 
	 	By:	/s/ Kathleen P. Bloch
	 	Name:	Kathleen P. Bloch
	 	Title:	Chief Financial Officer







 


ACCEPTED AND AGREED:


 


WESTERN ALLIANCE BANK


 





	By:	/s/ Lindsay Fouty	 
	Name:	Lindsay Fouty	 
	Title:	Vice President, Portfolio Management