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.

Exercise Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

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 Board shall establish the exercise price of each Option and specify the exercise price in the applicable Option agreement. The exercise price shall be not less than 100% of the fair market value per share of Common Stock, as determined by (or in a manner approved by) the Board (“Fair Market Value”), on the date the Option is granted. “Fair Market Value” of a share of Common Stock for purposes of the Plan will be determined as follows:

Exercise Price. This Incentive Stock Option shall be exercisable at ​ for each Share, being 100 percent of the fair market value of the common stock of the Bank on the date of grant of this option.

Exercise Price. Subject to Section 3.4, the Exercise Price of a Stock Appreciation Right will never be less than 100% of the Fair Market Value of the related Shares on the Date of Grant. If a variable Exercise Price is specified at the time of grant, the Exercise Price may vary pursuant to a formula or other method established by the Committee; provided, however, that such formula or method will provide for a minimum Exercise Price equal to the Fair Market Value of the Shares on the Date of Grant. Except as otherwise provided in Section 3.4, no subsequent amendment of an outstanding Stock Appreciation Right may reduce the Exercise Price to less than 100% of the Fair Market Value of the Shares on the Date of Grant. Nothing in this [Section 7.3(c)] shall be construed as limiting the Committee’s authority to grant premium price Stock Appreciation Rights which do not become exercisable until the Fair Market Value of the related Shares exceeds a specified percentage (e.g., 110%) of the Exercise Price; provided, however, that such percentage will never be less than 100%.

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. “Exercise Price” shall mean the per share price set forth in the Stock Option Grant Notice.