Exhibit 10.1


 





Execution Version




 


 





CytoSorbents
Corporation


 


Controlled
Equity OfferingSM


 


 


Amendment
No. 1 to


Sales
Agreement


 


July 26, 2018


Cantor Fitzgerald & Co.


499 Park Avenue


New York, NY 10022


 


Ladies and Gentlemen:


 


Reference is made to the Sales Agreement,
dated November 4, 2015, including the Schedules and Exhibits thereto (the “Sales Agreement”), between Cantor
Fitzgerald & Co. (“CF&Co”) and CytoSorbents Corporation, a Delaware corporation (the “Company”),
pursuant to which the Company agreed to sell through CF&Co, as sales agent, shares of common stock, par value $0.001 per share,
of the Company. All capitalized terms used in this Amendment No. 1 to Sales Agreement between CF&Co and the Company (this “Amendment”)
and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement. CF&Co and
the Company agree as follows:


 


A.       Amendments
to Sales Agreement. The Sales Agreement is amended as follows:


 


1.       Section
13(d) of the Sales Agreement is hereby amended and restated in its entirety as follows: “Unless earlier terminated pursuant
to this Section 13, this Agreement shall automatically terminate upon the expiration of the Registration Statement on Form S-3
that is being filed by the Company on July 26, 2018; provided that the provisions of Section 8, Section 11, Section 12, Section
18 and Section 19 hereof shall remain in full force and effect notwithstanding such termination.”


 


2.       Schedule
1 is amended by deleting the words “November 4, 2015” and replacing them with “November 4, 2015, as amended on
July 26, 2018.”


 


3.       The
first sentence of the Form of Representation Date Certificate Pursuant to Section 7(l) is amended to delete the words “November
4, 2015” and replace them with “November 4, 2015, as amended on July 26, 2018.”


 


B.       No
Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Sales Agreement shall continue
in full force and effect.


 


C.       Counterparts.
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile
or email transmission.


 


 






     


     


    

 


D.       Governing
Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without
regard to the principles of conflicts of laws.


 


[Remainder of page intentionally left
blank.]


 


 


 


 


 




    -2- 


     


    

 


If the foregoing correctly sets forth the
understanding between us, please so indicate in the space provided below for that purpose.


 





	 	Very truly yours,	 
	 	 	 	 
	 	CytoSorbents
    Corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Phillip P. Chan,
    MD, PhD	 
	 	 	Name:       Phillip
    P. Chan, MD, PhD	 
	 	 	Title:       Chief
    Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	ACCEPTED as of the date first above written:	 
	 	 	 	 
	 	CANTOR FITZGERALD & CO.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ Mark Kaplan	 
	 	 	Name:        Mark
    Kaplan	 
	 	 	Title:        Chief
    Operating Officer	 







 


 


 


Signature
Page


 


CytoSorbents
Corporation – Amendment No. 1 To Sales Agreement