Form of Subscription Agreement


 


This subscription agreement (this “Agreement”)
is dated March __, 2014, by and between the investor identified on the signature page hereto (the “Investor”)
and CytoSorbents Corporation, a Nevada corporation (the “Company”), whereby the parties agree as follows:


 


		1.	Subscription.



 


Investor agrees to buy
and the Company agrees to sell and issue to Investor units (the “Units”) for an aggregate purchase price (the
“Purchase Price”) equal to the product of (x) the aggregate number of Units the Investor has agreed to purchase
and (y) the purchase price per Unit, each as set forth on the signature page hereto.  Each Unit consists of (i) one share
(the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”)
and (ii) a warrant (the “Warrants”) to purchase one half share of Common Stock. The Purchase Price is set forth
on the signature page hereto.


 


The Shares (included
in the Units being bought by the Investor hereunder) have been registered on a Registration Statement on Form S-1, Registration
No. 333-193053 (the “Registration Statement”).  The Registration Statement has been declared effective
by the Securities and Exchange Commission (the “Commission”) and is effective on the date hereof.  A
final prospectus supplement will be delivered to the Investor as required by law.


 


The completion of the
purchase and sale of the Units (the “Closing”) shall take place at a place and time (the “Closing Date”)
to be specified by the Company and Brean Capital, LLC (the “Placement Agent”), in accordance with Rule 15c6-1
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  After the
execution of this Agreement but prior to the Closing Date, the Investor shall pay the Purchase Price by either (i) wire transfer
of immediately available funds to the bank account maintained by Continental Stock Transfer & Trust per wire instructions as
provided by the Company and the Placement Agent or (ii) by check payable to Continental Stock Transfer & Trust and delivered
to Continental Stock Transfer & Trust, CST&T AAF CytoSorbents Corporation Escrow Account, 17 Battery Place, New York, NY
10004. Upon satisfaction or waiver of all the conditions to closing set forth in the placement agent agreement, at the Closing,
(i) the escrow agent shall pay the Purchase Price by wire transfer of immediately available funds to the Company’s bank account
per wire instructions as provided by the Company, and (ii) the Company shall cause the Shares and Warrants to be delivered to the
Investor with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DWAC system
in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions”
(or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Shares
to the residential or business address indicated thereon).


 


		2	Miscellaneous.



 


This Subscription Agreement
may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall
become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood
that all parties need not sign the same counterpart.  Execution may be made by delivery by facsimile or via electronic format.


 


All communications hereunder,
except as may be otherwise specifically provided herein, shall be in writing and shall be mailed, hand delivered, sent by a recognized
overnight courier service such as Federal Express, or sent via facsimile and confirmed by letter, to the party to whom it is addressed
at the following addresses or such other address as such party may advise the other in writing:


 


To the Company:  as set forth on the
signature page hereto.


 


To the Investor:  as set forth on
the signature page hereto.


 


All notices hereunder shall be effective
upon receipt by the party to which it is addressed.


 


 




    	 



    	 



    

 


If the foregoing correctly sets forth our
agreement, please confirm this by signing and returning to us the duplicate copy of this Subscription Agreement.


 


	 	 	CYTOSORBENTS CORPORATION
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	Number of Units:____________________________	 	 	 
	Purchase Price per Unit: $____________________	 	 	Address for Notice:
	Aggregate Purchase Price: $___________________	 	 	 
	Exercise Price of Warrants: $__________________	 	 	Cytosorbents Corporation
	 	 	 	7 Deer Park Drive
	 	 	 	Suite K
	 	 	 	Monmouth Junction, New Jersey 08852


 


	INVESTOR:  		 



 


	By:  	  	 
	 	Name:	 
	 	Title:	 


 


	Select method of delivery of Shares:	 	 
	 	 	 
	 ̈  DWAC DELIVERY	 	 
	DWAC Instructions:	 	 
	 	 	 
	Name of DTC Participant (broker-dealer at which the account or accounts to be credited with the Shares are maintained):	 	 
	 	 	 
	DTC Participant Number:	 	 
	 	 	 
	
        Name of Account at DTC Participant being credited with
the Shares:
	 	 
	 	 	 
	
        Account Number at DTC Participant being credited with
the Shares:
	 	 
	 	 	 
	☐  PHYSICAL DELIVERY OF CERTIFICATES	 	 
	Delivery Instructions:	 	 
	 	 	 
	Name in which Shares should be issued:	 	Address for delivery:
	 	 	c/o  _______________________________
	_______________________________________	 	Street:   ____________________________
	 	 	City/State/Zip: ______________________
	 	 	Attention: __________________________
	 	 	Telephone No.: _____________________