Under the terms of Cortland Bancorp’s 2015 Director Equity Plan, Cortland Bancorp hereby grants to an option to purchase from Cortland Bancorp a total of shares of Cortland Bancorp common stock at the exercise price per share set forth below:

Cortland Bancorp, an Ohio corporation, grants to (the “Optionee”), an option to purchase the total number of shares of Cortland Bancorp common stock, stated in the attached Notice of Grant effective , 20 , at the price specified in the Notice of Grant, subject in all respects to the terms, definitions, and provisions of Cortland Bancorp’s 2015 Director Equity Plan, which is incorporated herein by reference. Unless otherwise defined herein, terms defined in the Director Equity Plan have the same defined meanings herein.

The undersigned Optionee is exercising vested options to purchase shares of Cortland Bancorp common stock under Cortland Bancorp’s 2015 Director Equity Plan as follows: