Exhibit 4.5


 


THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES TO COMPLY WITH ALL TERMS, CONDITIONS AND OBLIGATIONS
OF A HOLDER UNDER THIS PURCHASE WARRANT.


 


VOID AFTER 5:00 P.M.,
EASTERN TIME, [  ], 2019.


 


COMMON STOCK PURCHASE WARRANT


 


For the Purchase of [ ] Shares of Common
Stock


 


of


 


CYTOSORBENTS CORPORATION


 


1.          Purchase
Warrant. THIS CERTIFIES THAT as of December [  ], 2014 (the "Issuance Date"), in consideration
of providing its written consent to CytoSorbents Corporation, a Delaware corporation (the “Company”), as
requested by the Company, [Underwriter Representatives] (“Holder”), as registered owner of this
Purchase Warrant, is entitled, at any time or from time to time from and after the Closing, until 5:00 p.m., Eastern time,
[  ], 2019 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and
receive, in whole or in part, up to [  ] shares (the “Shares”)
of common stock of the Company, par value $0.001 per share (the “Common Stock”), subject to
adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are
authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in
accordance with the terms herein. This Purchase Warrant is initially exercisable at $[  ] per Share; provided, however,
that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Purchase
Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted
as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted
exercise price, depending on the context. Capitalized terms used and not otherwise defined herein shall have the meanings set
for thin that certain Underwriting Agreement (the “Underwriting Agreement”), dated
[       ], 2014 by and among the Company, Brean Capital, LLC and H.C. Wainwright and
Co., LLC (the “Representatives”). The Company has filed a registration statement (No. 333-199762) (the
“Registration Statement”) on Form S-1 with the U.S. Securities and Exchange Commission in connection with
an offering of shares of Common Stock.


 


		2.	Exercise.



 


		(a)	Exercise of the purchase rights represented by this Purchase Warrant may be made, in whole or in
part, at any time or times on or after the Issuance Date and on or before the Expiration Date by delivery to the Company (or such
other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder
appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto. Within
three (3) trading days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the
shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless
the cashless exercise procedure specified in Section 2(b) below is specified in the applicable Notice of Exercise. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Purchase Warrant to the Company
until the Holder has purchased all of the Shares available hereunder and the Purchase Warrant has been exercised in full, in which
case, the Holder shall surrender this Purchase Warrant to the Company for cancellation within three (3) trading days of the date
the final Notice of Exercise is delivered to the Company. Partial exercises of this Purchase Warrant resulting in purchases of
a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares
purchasable hereunder in an amount equal to the applicable number of Shares purchased.  The Holder and the Company shall
maintain records showing the number of Shares purchased and the date of such purchases. The Company shall deliver any objection
to any Notice of Exercise Form within three (3) Business Days of receipt of such notice.  The Holder and any assignee,
by acceptance of this Purchase Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the
purchase of a portion of the Shares hereunder, the number of Shares available for purchase hereunder at any given time may be less
than the amount stated on the face hereof.



 




    	 



    	 



    

 


		(b)	In order to exercise this Purchase Warrant, the Notice of Exercise Form attached hereto must be
duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price
for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the
Company or by check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time,
on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented
hereby shall cease and expire.



 


		(c)	This Purchase Warrant may also be exercised, in whole or in part, at any time by means of a “cashless
exercise” in which the Holder shall be entitled to receive a certificate for the number of Shares equal to the quotient obtained
by dividing [(A-B) (X)] by (A), where:



 


	 	
        (A) = the VWAP on the trading
        day immediately preceding the date on which Holder elects to exercise this Purchase Warrant by means of a “cashless exercise,”
        as set forth in the applicable Notice of Exercise;

         

	 	(B) = the Exercise Price of this Purchase Warrant, as adjusted hereunder; and
	 	 
	 	(X) = the number of Shares that would be issuable upon exercise of this Purchase Warrant in accordance with the terms of this Purchase Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 


		(d)	“VWAP” means, for any date, the price determined by the first of the
following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted
average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock
is then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m.
(New York City time)), (b)  if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common
Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted
for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published
by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent
bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common
Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company. A “Trading
Market” shall mean the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT.



 


3.          Transfer
Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until
a registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective
by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state
securities law has been established or an applicable excemption therefrom is available.


 


		4.	New Purchase Warrants to be Issued.



 


4.1          Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for
cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or
transfer tax if exercised pursuant to Section 2 hereof, the Company shall cause to be delivered to the Holder without charge
a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase
the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 




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4.2          Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Warrant and of reasonably satisfactory indemnification but without the posting of a bond, the Company shall execute and
deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such
loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 


		5.	Adjustments.



 


5.1          Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall
be subject to adjustment from time to time as hereinafter set forth:


 


5.1.1          Dividends;
Split Ups. If, after the Issuance Date, and subject to the provisions of Section 5.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective
day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding shares,
and the Exercise Price shall be proportionately decreased. If, after the Issuance Date, and subject to the provisions of Section
5.3 below, the Company declares a cash distribution or dividend and there is an equitable adjustment under the Company's equity
compensation plan and options granted thereunder as a result of such cash distribution or dividend, then on the effective date
thereof, the number of Shares purchasable hereunder, and the Exercise Price, shall be adjusted to reflect the same equitable adjustment
as effected under the Company's equity compensation plan.


 


5.1.2          Aggregation
of Shares. If, after the Issuance Date, and subject to the provisions of Section 5.3 below, the number of outstanding
Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective
date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares,
and the Exercise Price shall be proportionately increased.


 


5.1.3          Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than
a change covered by Section 5.1.1 or Section 5.1.2 hereof or that solely affects the par value of such Shares, or
in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other
than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another
corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the
Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of
exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder
immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following
any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant
immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section 5.1.1
or Section 5.1.2, then such adjustment shall be made pursuant to Section 5.1.1, Section 5.1.2 and this Section
5.1.3. The provisions of this Section 5.1.3 shall similarly apply to successive reclassifications, reorganizations,
share reconstructions or amalgamations, or consolidations, sales or other transfers.


 


5.1.4          Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section
5.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are
stated in the Purchase Warrants initially issued on the Issuance Date. The acceptance by any Holder of the issuance of new Purchase
Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the
Issuance Date or the computation thereof.


 




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5.2          Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company
with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in
any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction
or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase
Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant)
to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable
upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such
Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale
or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided
for in this Section 6. The above provision of this Section 5 shall similarly apply to successive consolidations or
share reconstructions or amalgamations.


 


5.3          Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the
exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being
the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may
be, to the nearest whole number of Shares or other securities, properties or rights.


 


6.          Reservation.
The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon
exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price
therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. The Company further covenants and
agrees that upon exercise of the Purchase Warrants and payment of the exercise price therefor, all Shares and other securities
issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights
of any shareholder.


 


		7.	Certain Notice Requirements.



 


7.1          Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to
receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder
of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events
described in Section 7.2 shall occur, then, in one or more of said events, the Company shall give written notice of such
event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the determination
of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of
the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder
a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is
given to the shareholders.


 


7.2          Events
Requiring Notice. The Company shall be required to give the notice described in this Section 7 upon one or more of the
following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive
a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained
earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company
shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution,
liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation)
or a sale of all or substantially all of its property, assets and business shall be proposed.


 




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7.3          Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to
Section 5 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice
shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate
by the Company’s Chief Financial Officer.


 


7.4          Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall
be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered
Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company,
to following address or to such other address as the Company may designate by notice to the Holders:


 


CytoSorbents Corporation


7 Deer Park Drive, Suite K


Monmouth Junction, NJ 08852


Attn: Kathleen Bloch, Chief Financial Officer


No.: 732-329-8885


 


8.           Registration
Rights.  In the event that the Company files a registration statement with the Securities and Exchange Commission
covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or
in another context, in which such “piggyback” registration would be inappropriate), then the Holder shall have the
right to require the Company to register the resale of the Shares on such registration statement to the extent the Company does
not maintain an effective registration statement for the Shares. In the event that the Holder requests the registration of less
than all of the Shares represented hereby, prior to any such registration, the Holder shall request that the Company issue in exchange
therefore new warrants representing the Shares in such denominations as the Holder shall request; provided, however,
that no such certificate representing any Shares being registered shall also represent any Shares not being registered. Notwithstanding
the foregoing, the registration rights contained in this Section 8 shall expire on December [  ], 2019.


 


9.           Lock-up.
Notwithstanding anything herein to the contrary, this Purchase Warrant and the Shares exercisable thereunder shall not be sold
sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction
that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following
the date of effectiveness of the Registration Statement, except as provided in paragraph FINRA Rule 5110(g)(2). This Section 9
is intended to effect compliance with the lock-up requirements of FINRA Rule 5110(g).


 


		10.	Miscellaneous.



 


10.1          Amendments.
This Purchase Warrant may be amended only in writing signed by the Company and the Holder and their successors and assigns.


 


10.2          Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


10.3.          Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


10.4          Binding
Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and
their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions
herein contained.


 




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10.5          Governing
Law. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of Delaware,
without giving effect to conflict of laws principles thereof.


 


10.6          Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not
be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or
any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase
Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be
effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver
is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any
other or subsequent breach, non-compliance or non-fulfillment.


 


[Remainder of page
intentionally left blank.]


 




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IN WITNESS WHEREOF,
the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the [  ] day of December,
2014.


 


CYTOSORBENTS CORPORATION


 


	By:	 	 
	 	Name: 	 
	 	Title: 	 


 




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Form to be used to
exercise Purchase Warrant:


 


NOTICE OF EXERCISE


 


		TO:	CYTOSORBENTS CORPORATION



 


(1) The undersigned
hereby elects to purchase ________ Shares of the Company pursuant to the terms of the attached Purchase Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2) Payment shall
take the form of (check applicable box):


 





 ̈
in lawful money of the United States; or


 


 ̈
the cancellation of such number of Shares as is necessary, in accordance with the formula set forth in subsection 2(b), to exercise
this Purchase Warrant with respect to the maximum number of Shares purchasable pursuant to the cashless exercise procedure set
forth in subsection 2(b).













 


(3) Please issue
a certificate or certificates representing said Shares in the name of the undersigned or in such other name as is specified below:


 


	 	 


 


The Shares shall be delivered to the following
DWAC Account Number or by physical delivery of a certificate to:


 


	 	 


 


	 	 


 


	 	 


 


[SIGNATURE OF HOLDER]


 


	Name of Investing Entity:	 





	Signature of Authorized Signatory of Investing Entity:	 





	Name of Authorized Signatory:	 





	Title of Authorized Signatory:	 





	Date:	 


 




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ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute


this form and supply required information.


Do not use this form to exercise the warrant.)


 


FOR VALUE RECEIVED, [____]
all of or [_______] shares of the foregoing Purchase Warrant and all rights evidenced thereby are hereby assigned to


  


_______________________________________________
whose address is


 


_______________________________________________________________.


  


_______________________________________________________________


 


Dated:  _____________________,
_______


 


	 	Holder’s Signature:	 	 
	 	 	 	 
	 	Holder’s Address:	 	 


 


                       
_______________________________________


 


Signature Guaranteed:  ___________________________________________ 


 


NOTE:  The signature to this
Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company.  Officers of corporations and those acting in a
fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.


 




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