Exhibit 10.1

FOURTH AMENDMENT TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS FOURTH AMENDMENT to the Amended and Restated Loan and Security Agreement (this “Amendment”) is made effective as of January 19, 2022 (the “Fourth Amendment Date”) and made by and among 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”).

WHEREAS, Bank and Borrower have entered into that certain Amended and Restated Loan and Security Agreement, dated as of March 29, 2018 (as amended, supplemented, restated or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Bank has provided to Borrower certain loans in accordance with the terms and conditions thereof; and

WHEREAS, Bank and Borrower desire to amend certain provisions of the Loan Agreement as provided herein and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Bank and Borrower hereby agree as follows:

“Amortization Date” means (i) January 1, 2024, if the I/O Extension Event does not occur, and (ii) July 1, 2024, if the I/O Extension Event occurs.

“Effective Interest Rate” means, with respect to the Term Loan, the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the lesser of (a) Eight percent (8.00%) and (b) the sum of (i) Index Rate on the last Business Day of the month that immediately precedes the month in which the interest will accrue, plus (ii) One and Twenty-Five Hundredths percent (1.25%).

“Maturity Date” is December 1, 2025.

“Required Reserves Test” means that on the date of its determination, Borrower shall have sufficient cash reserves (including the proceeds of the Term C Loans) to meet all of its projected expenses in accordance with its then applicable annual operating budget and financial projections delivered and accepted by Bank in accordance with Section 6.3 hereof (including, but not limited to, interest expenses and any applicable principal repayment expenses) for the then immediately following 12 month period, as reasonably determined by the Bank based on evidence reasonably acceptable to the Bank.

“Third Draw Period” means the period commencing on the Fourth Amendment Date and ending on the earlier of (i) December 31, 2022 and (ii) the occurrence of an Event of Default; provided further that no Term C Loan as would cause the aggregate principal amount of Term C Loans to exceed Five Million Dollars ($5,000,000.00) shall be made during the Third Draw Period unless on the Funding Date of such Term C Loan, the Required Reserves Test is met and on or before the Funding Date of such Term C Loan (but no earlier than ten (10) days prior to the Funding Date), the Seventy Five Percent Test is met.

“I/O Extension Event” is the meeting by Borrower, of both the Required Reserves Test and the Seventy Five Percent Test as of November 30, 2023 as determined by Bank after receipt of the financial statements for November 2023 from Borrower that Borrower is obligated to provide under Section 6.3 of this Agreement.

“Fourth Amendment Date” is January 19, 2022.

(a)       Availability.

(i)       Subject to the terms and conditions of this Agreement, on the Closing Date, Bank shall make a term loan to Borrower in the amount of Ten Million Dollars ($10,000,000) (the “Term A Loan”). After repayment, the Term A Loan may not be re-borrowed. The parties hereby acknowledge that the Term A Loans have been made previously, the outstanding amount of the Term A Loans immediately prior to the Third Amendment Date was $ 8,888,888.89 and the Term A Loans were fully repaid on the Third Amendment Date.

(ii)       Subject to the terms and conditions of this Agreement, during the Second Draw Period, Bank shall make a term loan to Borrower in the amount of Five Million Dollars ($5,000,000) (the “Term B Loans”). After repayment, the Term B Loan may not be re-borrowed. The parties hereby acknowledge that the Term B Loans have been made previously, the outstanding amount of the Term B Loans immediately prior to the Third Amendment Date was $4,444,444.45 and the Term B Loans were fully repaid on the Third Amendment Date.

(iii)       Subject to the terms and conditions of this Agreement, during the Third Draw Period, Bank shall make term loans to Borrower in the aggregate amount of Fifteen Million Dollars ($15,000,000) (the “Term C Loans”, and together with the Term A Loans and the Term B Loans, the “Term Loans,” and each individually, a “Term Loan”). At the option of Borrower, the Term C Loans may be drawn in three tranches of Five Million Dollars ($5,000,000.00) each. After repayment, the Term C Loans may not be re-borrowed.

(i)       A fully earned and non-refundable fourth amendment fee equal to Eighteen Thousand Seven Hundred Fifty Dollars ($18,750.00) which shall be due and payable on the Fourth Amendment Date.

6.13       Financial Covenant.

(a)       Following the funding of any Term C Loans hereunder after the funding of which the aggregate principal amount of Term C Loans funded shall be in excess of in excess of Five Million Dollars ($5,000,000.00), but subject to the provisions of Section 6.13(b) below, the Borrower must satisfy the Seventy Five Percent Test each month, as determined by the Bank on the date of the receipt of the monthly financial statements by the Bank in accordance with Section 6.3 hereof.

(b)       If, after the applicable Funding Date of the Term C Loan the aggregate principal amount of Term C Loans funded are in excess of Five Million Dollars ($5,000,000.00), the aggregate cash reserves of Borrower (held in accounts maintained with the Bank or in such accounts as are subject to one or more account control agreements with the Bank in form and substance satisfactory to Bank) for any given month, as determined by the Bank based on evidence reasonably acceptable to the Bank, exceed One Hundred Twenty Five percent (125%) of the then outstanding aggregate outstanding principal amount of the Term Loans, Borrower shall not be required to comply with the provisions of Section 6.13(a) for such month.

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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to the Amend and Restated Loan and Security Agreement to be executed as of the date first set forth above.

Exhibit 10.2

Success Fee Letter

CytoSorbents Corporation

7 Deer Park Drive

Suite K

Monmouth Junction, NJ 08852

January 19, 2022

Bridge Bank, a division of Western Alliance Bank

4370 La Jolla Village Drive

Suite 305

San Diego, CA 92122

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, (i) an amount equal to 1.00% of the of the First Tranche Term C Loans (as defined herein) (the “First Tranche Success Fee”) promptly upon the occurrence of the First Tranche Liquidity Event (as defined herein), (ii) an amount equal to 1.50% of the Second Tranche Term C Loans (as defined herein) (the “Second Tranche Success Fee”) promptly upon the occurrence of the Second Tranche Liquidity Event (as defined herein) and (iii) an amount equal to 2.00% of the Third Tranche Term C Loans (as defined herein) (the “Third Tranche Success Fee”) (each of the First Tranche Success Fee, Second Tranche Success Fee and Third Tranche Success Fee, a “Success Fee”) promptly upon the occurrence of the Third Tranche Liquidity Event (as defined herein), in each case in accordance with the payment instructions that the Bank may provide to Borrower following the receipt of the applicable Liquidity Event Notice.

As used herein:

“First Tranche Term C Loans” means the lesser of (i) Five Million Dollars ($5,000,000.00) and (ii) aggregate original principal amount of all of the Term C Loans made under the Loan Agreement.

“First Tranche Liquidity Event” means the first to occur of any of the following after the Funding Date of the First Tranche Term C Loans: (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 being equal to or greater than $8.00 (after giving effect to any stock splits or consolidations effected after the date hereof) for five successive business days.

“Second Tranche Term C Loans” means the lesser of (i) Five Million Dollars ($5,000,000.00) and (ii) the greater of (A) Zero Dollars ($0.00) and (B) the difference of (1) the aggregate original principal amount of all of the Term C Loans made under the Loan Agreement minus (2) Five Million Dollars ($5,000,000.00).

“Second Tranche Liquidity Event” means the first to occur of any of the following after the Funding Date of the Second Tranche Term C Loans: (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 being equal to or greater than $10.00 (after giving effect to any stock splits or consolidations effected after the date hereof) for five successive business days.

“Third Tranche Term C Loans” means the lesser of (i) Five Million Dollars ($5,000,000.00) and (ii) the greater of (A) Zero Dollars ($0.00) and (B) the difference of (1) the aggregate original principal amount of all of the Term C Loans made under the Loan Agreement minus (2) Ten Million Dollars ($10,000,000.00).

“Third Tranche Liquidity Event” means the first to occur of any of the following after the Funding Date of the Third Tranche Term C Loans: (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 being equal to or greater than $12.00 (after giving effect to any stock splits or consolidations effected after the date hereof) for five successive business days.

Each of the First Tranche Liquidity Event, the Second Tranche Liquidity Event and the Third Trance Liquidity Event may be referred to here in as a “Liquidity Event.”

Borrower shall give Bank a written notice (“Liquidity Event Notice”) not less than ten (10) days’ prior to the closing of each Liquidity Event (described in clauses (a) through (c) of the definition of the applicable Liquidity Event), and promptly upon the occurrence of each Liquidity Event described in clause (d) of the definition of the applicable 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. Each Liquidity Event Notice shall include Borrower’s then current address. Bank, upon receipt of a Liquidity Event Notice, shall deliver to Borrower at its then current address as set forth in the Liquidity Event Notice, payment instructions for the applicable Success Fee. If the applicable Success Fee is pursuant to a Liquidity Event described in clause (d) of the definition of the applicable Liquidity Event, at the Borrower’s election, Parent shall in lieu of paying the applicable Success Fee in cash, issue and sell in exchange for the applicable 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 applicable 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 applicable Success Fee to become payable.

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

Notwithstanding anything herein to the contrary, the obligations of Borrower hereunder are in addition to (and not in lieu of) Borrower’s obligations under that certain Success Fee Letter dated March 29, 2018 from Borrower to Bank (the “Prior Letter”), and the Prior Letter shall continue be in full force and effect in accordance with its terms.

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