Lender Representations. Lender hereby represents that it is an “accredited investor” (as defined in 17 CFR 230.501 # [subsection 8]). Lender further represents that Lender has not been formed for the purpose of making this investment, that Lender is acquiring the promissory note(s), warrants, and securities herein for its own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision thereof. Lender further agrees that it will not distribute, transfer, assign, sell, or by any other means transfer ownership of, or any rights to, the promissory note(s) without prior approval of the Companies.

Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:

Optionee's Representations. If this Option and the shares acquirable by exercise of this Option are not registered under the Securities Act of 1933 when this Option is exercised, the Optionee must, if required by Cortland Bancorp, concurrently with the exercise of all or any portion of this Option deliver to Cortland Bancorp an investment representation statement in the customary form, a copy of which is available for Optionee’s review from Cortland Bancorp upon request. Optionee acknowledges and agrees that a certificate or certificates representing shares acquired by exercise of an Option may bear a restrictive legend or legends noting the restrictions on transfer arising under applicable securities laws and the Director Equity Plan.

The Participant represents, warrants and covenants as follows:

The Lease, which is attached hereto as [Exhibit B], sets forth the complete understanding and agreement of Landlord and Assignor regarding the Premises;

Consultant Representations. Consultant hereby represents and warrants to Company that # Consultant has the right to enter into this Agreement; # it is the sole and exclusive owner of the Inventions and the Written Data, or is a joint owner with other employees or consultants of Company, and has the free, clear, and absolute right to sell, transfer, assign and convey all rights therein to Company; and # it will not bring or cause to be brought a copyright, trademark, patent, trade secret or other proprietary rights infringement suit against Company involving any Invention or Written Data against Company.

Employee Representations. Employee expressly agrees to and acknowledges, confirms and represents to the following, and intends for the Company to rely upon the following in entering this Agreement:

Investor Representations. Initial all appropriate spaces on the following pages (please initial only where appropriate).

Seller is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to evaluate the risks and merits of the Transactions and to reach an informed and knowledgeable decision to sell Seller Stock. As a result, Seller is capable of evaluating (either by Seller or through Seller’s representatives) the merits and risks of the sale of Seller Stock.

Section # Anti-Corruption Laws, Etc. The Borrower and, to the knowledge of the Borrower, the Borrower’s Affiliates and their and the Borrower’s respective directors, officers, employees and agents are conducting their business in compliance with Anti-Corruption Laws in all material respects and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. Neither the Borrower nor, to the knowledge of the Borrower, the Borrower’s Affiliates and their and the Borrower’s respective directors, officers, employees, agents or representatives acting or benefiting in any capacity in connection with this Agreement: # is a Sanctioned Person; # is a Person that is owned or controlled by one or more Sanctioned Persons; # is located, organized or resident in a Sanctioned Country (excluding entities located, organized or resident in Russia, which entities operate in compliance with Sanctions); or # is directly or indirectly engaged in, any dealings or transactions in violation of any Sanctions. The foregoing representations in this [Section 5.18] will not apply to any party hereto to which Council Regulation (EC) 2271/96 (the “Blocking Regulation”) applies, if and to the extent that such representations are or would be unenforceable by or in respect of that party pursuant to, or would otherwise result in a breach and/or violation of, # any provision of the Blocking Regulation (or any law or regulation implementing the Blocking Regulation in any member state of the European Union) or # any similar blocking or anti-boycott law in the United Kingdom.