Exhibit 10.5


 


Form of Subscription Agreement


 


This subscription (this “Subscription”)
is dated February [ ], 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 such number of units (the “Units”) consisting of (i) shares
(the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”),
as set forth on the signature page hereto, and (ii) warrants (the “Warrants”) to purchase Common Stock 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 as set forth on the signature page hereto.  The Purchase
Price is set forth on the signature page hereto.


 


The Shares 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 Shares (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”).  Upon
satisfaction or waiver of all the conditions to closing set forth in the Agreement, at the Closing, (i) the Investor 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 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.


 


	 	CYTOSORBENTS CORPORATION
	 	 	 
	 	By:	 ____________________________________
	 	 	Name:
	
         

        Number of Shares:____________________________

        Purchase Price per Share: $____________________

        Aggregate Purchase Price: $____________________

         
	 	
        Title:

         

        Address for Notice:

         

        Cytosorbents Corporation

        7 Deer Park Drive

        Suite K

        Monmouth Junction, New Jersey 08852

	 	 	 
	INVESTOR: ________________________________	 	 
	 	 	 
	By:  ________________________________________	 	 
	        Name:	 	 
	        Title:	 	 
	 	 	 
	Select method of delivery of Shares:	 	 
	 	 	 
	o  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:
	 	
         

        _____________________________________

	 	 	 
	o  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.: _____________________