Form 8-K. [[Organization C:Organization]] and [[Organization B:Organization]] agree that, prior to the opening of the NYSE MKT in New York City on the business day immediately after the date hereof, [[Organization C:Organization]] shall file a Current Report on Form 8-K with the Commission disclosing all material information regarding the Offering and including the Placement Agreement and a form of this Agreement as exhibits thereto. From and after the filing of such Current Report on Form 8-K, [[Organization C:Organization]] shall have publicly disclosed all material, non-public information delivered to any of the Investors by [[Organization C:Organization]] or any person acting on its behalf, including, without limitation, the Placement Agent, in connection with the transactions contemplated by this Agreement, the Placement Agreement and any other documents or agreements contemplated hereby or thereby. [[Organization C:Organization]] shall not identify the name of any [[Organization B:Organization]] or any affiliate of any investment adviser of such [[Organization B:Organization]] in any press release or public filing, or otherwise publicly disclose the name of any [[Organization B:Organization]] or any affiliate of investment adviser of such [[Organization B:Organization]], without such [[Organization B:Organization]]’s prior written consent, unless required by law or the rules and regulations of a national securities exchange, provided, however, that, if permitted by applicable law, regulation, legal or judicial process, promptly after becoming aware of any request or requirement to so disclose (a “Disclosure Requirement”), and in any event prior to any such disclosure, [[Organization C:Organization]] will provide such [[Organization B:Organization]] with notice of such request or requirement so that such [[Organization B:Organization]] may at its election seek a protective order or other appropriate remedy and [[Organization C:Organization]] will fully cooperate with such [[Organization B:Organization]]’s efforts to obtain the same; provided, further, however, if, absent the entry of such a protective order or other remedy, [[Organization C:Organization]] is compelled by applicable law, rule or regulation or a court order, subpoena, similar judicial process, regulatory agency or stock exchange rule to disclose such [[Organization B:Organization]]’s name, [[Organization C:Organization]] may disclose only that portion of such information that [[Organization C:Organization]] is so compelled to disclose and will use its reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion of such information that is being disclosed. As of the date hereof, [[Organization C:Organization]] is not aware of any Disclosure Requirement.

I certify that if I transfer the stock purchased by this exercise I will not do so in a manner that violates Cortland Bancorp’s policy on insider trading.

Partial Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise must be with respect to a minimum number of Shares.

Exercise Price. The exercise price of an Option shall be determined by the Committee in its sole discretion and shall be set forth in the Award Agreement, provided that:

Exercise Price. The per Share exercise price of an SAR shall be determined in the sole discretion of the Committee, shall be set forth in the applicable Award Agreement, and shall be no less than 100% of the Fair Market Value of one Share. The exercise price of an SAR related to an Option shall be the same as the exercise price of the related Option. Neither the Company nor the Committee shall, without stockholder approval, allow for a repricing of any SAR within the meaning of federal securities laws applicable to proxy statement disclosures.

Exercise Price. The exercise price per share of Stock purchasable under a Stock Option shall be determined by the Administrator at the time of grant and set forth in the applicable option agreement; provided, however, that the exercise price per share shall be not less than the Fair Market Value per share on the date the Stock Option is granted, or in the case of an Incentive Stock Option granted to an individual who is a Ten Percent Holder, not less than 110% of such Fair Market Value per share on the date the Stock Option is granted.

Exercise Price. The exercise price per share of Stock Appreciation Right shall be determined by the Administrator at the time of grant and set forth in the applicable stock appreciation right agreement; provided, however, that the exercise price per share shall be not less than the Fair Market Value per share on the date the Stock Appreciation Right is granted.

Exercise Price. The exercise price per share of Stock purchasable under an Outside Director Stock Option shall be the Fair Market Value per share on the date the Outside Director Stock Option is granted.

Cashless Exercise. Notwithstanding any provisions herein to the contrary, if # the closing price for a share of Common Stock as reported by the Nasdaq Capital Market, or other Eligible Securities Market, as defined below (“Per Share Closing Price”), is greater than the Exercise Price (at the date of calculation as set forth below) and # a registration statement under the Securities Act providing for the resale of the Warrant Shares has not been declared effective by the Securities and Exchange Commission within 180 days from the date of this Warrant, in lieu of exercising this Warrant by payment of cash, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of [[Organization A:Organization]] together with the properly endorsed Form of Subscription in which event [[Organization A:Organization]] shall issue to the Holder a number of shares of Common Stock computed using the following formula:

The exercise price per share shall be fixed by the Plan Administrator; provided, however, that, except for the Substitute Awards and Substitute Director Awards made pursuant to the provisions of the Legacy Addendum, such exercise price shall not be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the grant date.