Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) Huntington has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Huntington. The Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, no other corporate proceedings on the part of Huntington are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Huntington, enforceable against Huntington in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, nor the consummation by Huntington or Merger Sub of the transactions contemplated hereby, nor compliance by Huntington or Merger with any of the terms or provisions of this Agreement, will (i) violate any provision of the Huntington Charter or the Huntington Bylaws, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction applicable to Huntington, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

Authority; No Violation. (a) Huntington Buyer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of HuntingtonBuyer. The Board of Directors of Huntington Buyer has determined directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s Buyer's stockholders for approval at a duly held meeting of such stockholders and, except for the approval adoption of such issuance this Agreement by the affirmative requisite vote of a majority of votes cast on such proposal at such meetingBuyer's stockholders, no other corporate proceedings on the part of Huntington Buyer are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. Without limiting the foregoing, the Board of Directors of Buyer has adopted a resolution declaring that this Agreement, the Merger and the transactions contemplated hereby and thereby are advisable on substantially the terms set forth herein and that such proposed transactions be submitted for consideration at a special meeting of the stockholders of Buyer. This Agreement has been duly and validly executed and delivered by Huntington Buyer and (assuming due authorization, execution and delivery by Skythe Company) this Agreement constitutes the a valid and binding obligation of HuntingtonBuyer, enforceable against Huntington Buyer in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors' rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Merger Sub Buyer Bank has full limited liability company corporate power and authority to execute and deliver this the Bank Merger Agreement and to consummate the transactions contemplated herebythereby. The execution and delivery of this the Bank Merger Agreement and the consummation of the transactions contemplated hereby have been thereby will be duly and validly approved by the Board of Directors of Buyer Bank. Upon the due and valid approval of the Bank Merger Agreement by Buyer as the sole member stockholder of Merger SubBuyer Bank, and by the Board of Directors of Buyer Bank, no other corporate proceedings on the part of Merger Sub are Buyer Bank will be necessary to authorize consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been Buyer Bank, will be duly and validly executed and delivered by Merger Sub Buyer Bank and will (assuming due authorization, execution and delivery by Skythe Company Bank) constitutes the constitute a valid and binding obligation of Merger SubBuyer Bank, enforceable against Merger Sub Buyer Bank in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors' rights of creditors generally and the availability of equitable remedies)remedies generally. (c) Neither Except as set forth in Section 5.3(c) of the Buyer Disclosure Schedule, neither the execution and delivery of this Agreement by Huntington Buyer or the Bank Merger SubAgreement by Buyer Bank, nor the consummation by Huntington Buyer or Merger Sub Buyer Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington Buyer or Merger Buyer Bank, as the case may be, with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter Articles of Incorporation or By-Laws of Buyer, or the Huntington Bylaws, articles of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 5.4 are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, Buyer or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

Authority; No Violation. (a) Huntington Sterling has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of HuntingtonSterling. The Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, no No other corporate proceedings on the part of Huntington Sterling are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington Sterling and (assuming due authorization, execution and delivery by SkyEmpire of this Agreement) this Agreement constitutes the a valid and binding obligation of HuntingtonSterling, enforceable against Huntington Sterling in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or fraudulent conveyance and similar laws Laws affecting the creditors' rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Merger Sub Sterling Savings Bank has full limited liability company corporate or other power and authority to execute and deliver this the Institution Merger Agreement and to consummate the transactions contemplated herebythereby. The execution and delivery of this the Institution Merger Agreement and the consummation of the transactions contemplated hereby have been thereby will be duly and validly approved by the sole member Board of Merger SubDirectors of Sterling Savings Bank, and no other by Sterling as the sole stockholder of Sterling Savings Bank prior to the Effective Time. All corporate proceedings on the part of Merger Sub are Sterling Savings Bank necessary to authorize consummate the transactions contemplated thereby will have been taken prior to the Effective Time. The Institution Merger Agreement, upon execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been Sterling Savings Bank, will be duly and validly executed and delivered by Merger Sub Sterling Savings Bank and will (assuming due authorization, execution and delivery by SkyEmpire Bank) constitutes the constitute a valid and binding obligation of Merger SubSterling Savings Bank, enforceable against Merger Sub Sterling Savings Bank in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws Laws affecting the creditors' rights of creditors generally and the availability of equitable remedies)remedies generally. (c) Neither the execution and delivery of this Agreement by Huntington Sterling or the Institution Merger SubAgreement by Sterling Savings Bank, nor the consummation by Huntington Sterling or Merger Sub Sterling Savings Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington Sterling or Merger Sterling Savings Bank, as the case may be, with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Restated Certificate of Incorporation or Bylaws of Sterling or the Charter or the Huntington BylawsBylaws of Sterling Savings Bank, or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction Laws applicable to Huntington, any of its Subsidiaries Sterling or Sterling Savings Bank or any of their respective properties or assets assets, or (By) violate, conflict with, result in a material breach of any provision of or the loss of any benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington Sterling or any of its Subsidiaries under, Sterling Savings Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Sterling or any of its Subsidiaries Sterling Savings Bank is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

Authority; No Violation. (a) Huntington Central Jersey has full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of Central Jersey and OceanFirst and to the receipt of the Consents of the Regulatory Authorities, to consummate the transactions contemplated hereby. The Board of Directors of Central Jersey has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Huntington. The Board of Directors of Huntington Agreement, has determined directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to HuntingtonCentral Jersey’s stockholders shareholders for approval at a duly held meeting of such stockholders shareholders and, except for the approval adoption of such issuance Agreement by its shareholders and the affirmative vote shareholders of a majority OceanFirst and the execution and filing of votes cast on such proposal at such meetingthe Certificate of Merger, no other corporate proceedings proceeding on the part of Huntington are Central Jersey is necessary to approve this Agreement or to consummate the transactions contemplated hereby. so contemplated. (b) This Agreement has been duly and validly executed and delivered by Huntington and (assuming due authorization, execution and delivery by Sky) OceanFirst), constitutes the a valid and binding obligation of HuntingtonCentral Jersey, and will be enforceable against Huntington Central Jersey in accordance with its terms (terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization receivership or similar laws affecting the enforcement of creditors’ rights of creditors generally and except that the availability of the equitable remedies). (b) Merger Sub has full limited liability company power and authority remedy of specific performance or injunctive relief is subject to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation discretion of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as court before which any proceeding may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)brought. (c) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, Central Jersey nor the consummation by Huntington or Merger Sub Central Jersey of the transactions contemplated hereby, nor compliance by Huntington Central Jersey or Merger any of its subsidiaries with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of the Huntington Charter Certificate of Incorporation or Bylaws of Central Jersey or the Huntington Bylawsorganizational documents of its subsidiaries, (ii) violate any provision to the Knowledge of Merger Sub’s Articles of Organization or LLC Agreement or (iii) Central Jersey, assuming that the consents, Consents of the Regulatory Authorities and approvals and filings referred to in Section 4.4 herein are duly obtained and/or madeobtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, any of Central Jersey or its Subsidiaries subsidiaries or any of their respective properties or assets assets, or (Biii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, by or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington Central Jersey or any of its Subsidiaries subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Huntington Central Jersey or any of its Subsidiaries subsidiaries is a party, or by which they it or any of their respective its properties or assets may be bound or affected, affected except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to havewould not, either individually or in the aggregate, aggregate have a Material Adverse Effect on HuntingtonCentral Jersey and its subsidiaries taken as a whole.

Authority; No Violation. (a) Huntington Each of Acquiror Holding and Acquiror Bank has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates. The Board of Directors of Acquiror Holding has duly and validly approved and adopted this Agreement and the transactions this Agreement contemplates and has authorized the execution and delivery of this Agreement by ▇▇▇▇▇▇▇▇ Holding, and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Huntington. The Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance this Agreement by the affirmative vote of a majority of votes cast on such proposal at such meetingits shareholders, no other corporate proceedings on the part of Huntington Acquiror Holding are necessary to approve this Agreement or to consummate the transactions contemplated herebythis agreement contemplates. The Board of Directors of Acquiror Bank has been duly and validly approved and adopted this Agreement and the consummation of the transactions this Agreement contemplates and has authorized the execution and delivery of this Agreement by Acquiror Bank, and no other corporate proceedings on the part of Acquiror Bank are necessary to consummate the transactions this Agreement contemplates. This Agreement has been duly and validly executed and delivered by Huntington Acquiror Holding and (assuming due authorization, execution Acquiror Bank and delivery by Sky) constitutes the a valid and binding obligation of Huntington, Acquiror Holding and of Acquiror Bank enforceable against Huntington each in accordance with its terms (terms, except as that enforcement may be limited by bankruptcy, reorganization, insolvency, moratorium, reorganization or and other similar laws and court decisions relating to or affecting the enforcement of creditors’ rights of creditors generally and the availability of by general equitable remedies)principles. (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington Acquiror Holding or Merger SubAcquiror Bank, nor the consummation by Huntington Acquiror Holding or Merger Sub Acquiror Bank of the transactions contemplated herebyby this Agreement, nor compliance by Huntington Acquiror Holding or Merger Acquiror Bank with any of the terms or provisions of this Agreement, will (i) violate any provision of the Huntington Charter or Bylaws of Acquiror Holding, or the Huntington BylawsArticles of Association or Bylaws of Acquiror Bank, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree decree, or Injunction injunction applicable to HuntingtonAcquiror Holding or Acquiror Bank, or any of its Subsidiaries their subsidiaries or any of their respective properties or assets assets, or (Biii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge, or other encumbrance upon any of the respective properties or assets of Huntington Acquiror Holding and Acquiror Bank or any of its Subsidiaries their subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, or other instrument or obligation to which Huntington Acquiror Holding or Acquiror Bank or any of its Subsidiaries their respective subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches breaches, or defaults with respect to clause (iii) that are not reasonably likely to havethat, either individually or in the aggregate, will not have a Material Adverse Effect material adverse effect on Huntingtonthe business, operations, properties, assets, or financial condition of Acquiror Holding or Acquiror Bank.

Authority; No Violation. (a) Huntington 5.4.1. Acquirer has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Regulatory Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Acquirer and the consummation completion by Acquirer of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by the Board of Directors of Huntington. The Board of Directors of Huntington has determined that this Agreement Acquirer, and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, no other corporate proceedings on the part of Huntington Acquirer are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by Huntington Acquirer, and (assuming subject to approval by the stockholders of Yardville and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Sky) Yardville, constitutes the valid and binding obligation obligations of HuntingtonAcquirer, enforceable against Huntington Acquirer in accordance with its terms (except as may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights generally, and subject, as to enforceability, to general principles of creditors generally and the availability of equitable remedies)equity. (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby5.4.2. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger SubAcquirer, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly , and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, nor the consummation by Huntington or Merger Sub of the transactions contemplated hereby, nor compliance by Huntington or Merger Acquirer with any of the terms or provisions of this Agreement, hereof will not: (i) violate conflict with or result in a breach of any provision of the Huntington Charter certificate of incorporation charter or the Huntington Bylaws, bylaws of Acquirer or Acquirer Bank; (ii) violate assuming receipt of Regulatory Approvals and Yardville’s and Acquirer’s compliance with any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or madeconditions contained therein, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, any of its Subsidiaries Acquirer or Acquirer Bank or any of their respective properties or assets assets, or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington Acquirer or any of its Subsidiaries under, Acquirer Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington or any either of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to under clause (iiiii) that are not reasonably likely to havehereof which, either individually or in the aggregate, will not have a Material Adverse Effect on HuntingtonAcquirer.

Authority; No Violation. (a) Huntington Rockville has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of HuntingtonRockville. The Board of Directors of Huntington Rockville has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Rockville and its stockholders and has directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to HuntingtonRockville’s stockholders for approval at a duly held meeting of such stockholders and, except and has adopted a resolution to the foregoing effect. Except for the approval of such issuance this Agreement by the affirmative vote of a majority the holders of votes cast on such proposal at such meetingleast two-thirds of the outstanding shares of Rockville Common Stock (the “Requisite Rockville Vote”), the approval of the Certificate Amendment by the affirmative vote of the holders of at least 80% of the outstanding shares of Rockville Common Stock and the adoption and approval of the Bank Merger Agreement by Rockville Bank and Rockville as its sole shareholder, no other corporate proceedings on the part of Huntington Rockville are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington The Bylaw Amendment and (assuming due authorization, execution and delivery by Sky) constitutes subject to the valid and binding obligation of Huntington, enforceable against Huntington in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation approval of the transactions contemplated hereby Certificate Amendment by the holders of Rockville Common Stock) the Certificate Amendment have been duly and validly approved authorized by all necessary corporate action, including the valid authorization and adoption of a resolution by Rockville’s Board of Directors, not to be withdrawn unless this Agreement is terminated in accordance with its terms, adopting the Bylaw Amendment contingent on the Effective Time and approving the Certificate Amendment, subject to the approval of the Certificate Amendment by the sole member holders of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated herebyRockville Common Stock. This Agreement has been duly and validly executed and delivered by Merger Sub Rockville and (assuming due authorization, execution and delivery by SkyUnited) constitutes the a valid and binding obligation of Merger SubRockville, enforceable against Merger Sub Rockville in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The Rockville Common Stock to be issued in the Merger (including the shares issued to holders of United Restricted Stock Awards), insolvencyhave been validly authorized (subject to the approval of the Merger Agreement by the holders of Rockville Common Stock), moratoriumwhen issued, reorganization will be validly issued, fully paid and nonassessable, and no current or past stockholder of Rockville will have any preemptive right or similar laws affecting the rights of creditors generally and the availability of equitable remedies)in respect thereof. (cb) Neither the execution and delivery of this Agreement by Huntington or Merger SubRockville, nor the consummation by Huntington or Merger Sub Rockville of the transactions contemplated hereby, nor compliance by Huntington or Merger Rockville with any of the terms or provisions of this Agreementhereof, will (i) subject to the Certificate Amendment and the Bylaw Amendment, violate any provision of the Huntington Charter Rockville Certificate or the Huntington Bylaws, or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to HuntingtonRockville, any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington Rockville or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Rockville or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, which either individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect on HuntingtonRockville. (c) Rockville Bank has adopted the Bank Merger Agreement, Rockville, as the sole shareholder of Rockville Bank, shall promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by Rockville Bank.

Authority; No Violation. (a) Huntington BCB has full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this This Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of HuntingtonBCB. The Board of Directors of Huntington BCB has determined directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to HuntingtonBCB’s stockholders for approval adoption at a duly held meeting of such stockholders and, except for the adoption of this Agreement by the requisite vote of BCB’s stockholders, the approval of such issuance by an amendment to the affirmative vote BCB Certificate of a majority Incorporation to increase the authorized shares of votes cast on such proposal at such meetingBCB Common Stock, the board appointment of the Pamrapo Designees and action to be taken to complete the Subsidiary Merger, no other corporate proceedings (except for regulatory approvals) on the part of Huntington BCB are necessary to approve this the Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington BCB and (assuming due authorization, execution and delivery by SkyPamrapo) constitutes the a valid and binding obligation of HuntingtonBCB, enforceable against Huntington BCB in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium, reorganization or fraudulent transfer and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Merger Sub The Bank has full limited liability company corporate power and authority to execute execute, deliver and deliver this perform its obligations under the Bank Merger Agreement and to consummate the Subsidiary Merger and the transactions contemplated herebythereby. The execution and delivery of this the Bank Merger Agreement and the consummation of the transactions contemplated hereby have been thereby will be duly and validly approved by the board of directors of the Bank and approved by the sole member stockholder of Merger Sub, and no the Bank. No other corporate proceedings on the part of Merger Sub are the Bank will be necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of consummate the transactions contemplated herebyby the Bank Merger Agreement. This The Bank Merger Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by SkyPamrapo Bank) constitutes the will constitute a valid and binding obligation of Merger Subthe Bank, enforceable against Merger Sub the Bank in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, reorganization or fraudulent transfer and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (c) Neither the execution and delivery of this Agreement by Huntington BCB or the Bank Merger SubAgreement by the Bank, nor the consummation by Huntington BCB or Merger Sub the Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington BCB or Merger the Bank, as the case may be, with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter their respective governing documents or the Huntington Bylaws, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 hereof are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, BCB or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington BCB or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington BCB or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violationsany violation, conflictsconflict, breaches breach, default, acceleration, termination, modification or defaults with respect to clause (iii) that are not reasonably likely to havecancellation which, either individually or in the aggregate, would not have a Material Adverse Effect on HuntingtonBCB or materially impact the terms and conditions or transactions contemplated hereby.

Authority; No Violation. (a) Huntington National Penn has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of HuntingtonNational Penn. The Board of Directors of Huntington National Penn has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of National Penn and its shareholders and has directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to HuntingtonNational Penn’s stockholders shareholders for approval adoption at a duly held meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval adoption of such issuance this Agreement by the affirmative vote of holders of National Penn Common Stock who are entitled to cast at least a majority of the votes which all holders of National Penn Common Stock are entitled to cast on such proposal at such meetingthe matter (the “Requisite National Penn Vote”), and the adoption and approval of the Bank Merger Agreement by the board of directors of National Penn Bank and National Penn as its sole shareholder, no other corporate proceedings on the part of Huntington National Penn are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington National Penn and (assuming due authorization, execution and delivery by SkyParent) constitutes the a valid and binding obligation of HuntingtonNational Penn, enforceable against Huntington National Penn in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvencyfraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the availability of equitable remedies“Enforceability Exceptions”)). (cb) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, National Penn nor the consummation by Huntington or Merger Sub National Penn of the transactions contemplated hereby, nor compliance by Huntington or Merger National Penn with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of the Huntington Charter National Penn Articles or the Huntington Bylaws, National Penn Bylaws or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or made, (Ax) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, National Penn or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington National Penn or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington National Penn or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (ii) above) for such violations, conflicts, breaches terminations, cancellations, accelerations, creations or defaults with respect to clause (iii) that are not reasonably likely to havewhich, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on HuntingtonNational Penn.

Authority; No Violation. (a) Huntington PACW has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to receiving the Requisite PACW Vote and other actions described in this Section 3.3 and Section 3.4, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement Agreement, the performance by PACW of its obligations hereunder and the consummation of the transactions contemplated hereby (including the Mergers, the FRS Membership and the Bank Merger) have been duly and validly approved by the Board of Directors of HuntingtonPACW, and the Board of Directors of PACW has adopted this Agreement and declared its advisability. The Board of Directors of Huntington PACW has determined that the Mergers and the other transactions contemplated hereby, on the terms and subject to the conditions set forth in this Agreement, are advisable and in the best interests of the holders of PACW Common Stock and directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders the holders of PACW Common Stock for approval adoption at a duly held meeting of such stockholders and, except and has adopted a resolution to the foregoing effect. Except for (i) the approval adoption of such issuance this Agreement by the affirmative vote holders of a majority of votes cast the outstanding shares of PACW Common Stock entitled to vote on such proposal at such meetingthis Agreement (the “Requisite PACW Vote”) and (ii) the approval and adoption of the Bank Merger Agreement by PACW as Pacific Western Bank’s sole shareholder, no other corporate proceedings on the part of Huntington PACW or Pacific Western Bank are necessary to approve or adopt this Agreement Agreement, for PACW to perform its obligations hereunder or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington PACW and (assuming due authorization, execution and delivery by SkyBANC and Merger Sub) constitutes the a valid and binding obligation of HuntingtonPACW, enforceable against Huntington PACW in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and the availability of equitable remediesremedies (the “Enforceability Exceptions”)). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery None of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and PACW, the consummation performance by PACW of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorizationits obligations hereunder, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, nor the consummation by Huntington or Merger Sub PACW of the transactions contemplated hereby, nor including the Mergers, the FRS Membership and the Bank Merger, or compliance by Huntington or Merger PACW with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of the Huntington PACW Charter or the Huntington Bylaws, PACW Bylaws or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any law, statute, code, ordinance, rule, regulation, judgmentpolicy, orderguideline, writor Order of any Governmental Entity (each, decree or Injunction a “Law”) applicable to Huntington, PACW or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington PACW or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington PACW or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clauses (ii)(x) and (ii)(y) above) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults with respect to clause (iii) that are not reasonably likely to havecreations which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HuntingtonPACW.

Authority; No Violation. (a) Huntington NewMil has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of HuntingtonNewMil. The Board of Directors of Huntington NewMil has determined directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to HuntingtonNewMil’s stockholders for approval at a duly held meeting of such stockholders the Special Meeting and, except for the approval adoption of such issuance this Agreement by the affirmative vote of a majority of votes cast on such proposal at such meetingthe outstanding shares of NewMil Common Stock, no other corporate proceedings on the part of Huntington NewMil are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by Huntington NewMil and (assuming due authorization, execution and delivery by SkyWebster of this Agreement) constitutes the will constitute valid and binding obligation obligations of HuntingtonNewMil, enforceable against Huntington NewMil in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Merger Sub NewMil Bank has full limited liability company corporate power and authority to execute and deliver this the Bank Merger Agreement and and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated herebythereby. The execution and delivery of this the Bank Merger Agreement and the consummation of the transactions contemplated hereby thereby have been duly and validly approved by the Board of Directors of NewMil Bank and by NewMil as the sole member shareholder of Merger Sub, and no NewMil Bank. No other corporate proceedings on the part of Merger Sub are NewMil Bank will be necessary to authorize consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been NewMil Bank, will be duly and validly executed and delivered by Merger Sub NewMil Bank and will (assuming due authorization, execution and delivery by SkyW▇▇▇▇▇▇ Bank) constitutes the constitute a valid and binding obligation of Merger SubNewMil Bank, enforceable against Merger Sub NewMil Bank in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (c) Neither the execution and delivery of this Agreement by Huntington or NewMil, nor the Bank Merger SubAgreement by NewMil Bank, nor the consummation by Huntington NewMil or Merger Sub NewMil Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington NewMil or Merger NewMil Bank with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter charter or the Huntington Bylaws, bylaws of NewMil and each of its Subsidiaries or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction Laws applicable to Huntington, any NewMil and each of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington or any NewMil and each of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington or any NewMil and each of its Subsidiaries is a party, or by which they NewMil or any of their respective NewMil’s properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in affected the aggregate, result of which would be a Material Adverse Effect on Huntingtonto NewMil and its Subsidiaries, considered as a whole.

Authority; No Violation. (a) Huntington has Valley and VNB have full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. Valley has a sufficient number of authorized but unissued shares of Valley Common Stock to pay the consideration for the Merger set forth in Article II of this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Huntingtoneach of Valley and VNB. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except VNB. Except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meetingapprovals described in paragraph (b) below, no other corporate proceedings on the part of Huntington Valley and VNB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington Valley and (assuming due authorization, execution VNB and delivery by Sky) constitutes the a valid and binding obligation of HuntingtonValley and VNB, enforceable against Huntington Valley and VNB in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)terms. (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate Neither the transactions contemplated hereby. The execution and or delivery of this Agreement and nor the consummation by Valley and VNB of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, nor the consummation by Huntington or Merger Sub of the transactions contemplated hereby, nor compliance by Huntington or Merger with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of the Huntington Charter Documents of Valley or the Huntington Bylawsof VNB, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 set forth below are duly obtained and/or madeobtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, any of its Subsidiaries Valley or VNB or any of their respective properties or assets assets, or (Biii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington Valley or any of its Subsidiaries VNB under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Valley or any of its Subsidiaries VNB is a party, or by which they Valley or VNB or any of their respective properties or assets may be bound or affected, except for such violationsexcept, conflicts, breaches or defaults with respect to clause (ii) and (iii) that are not reasonably likely to haveabove, either individually or such as in the aggregate, aggregate will not have a Material Adverse Effect on HuntingtonValley, or the ability of Valley and VNB to consummate the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC, the Department, the FRB, the SEC, or applicable state securities bureaus or commissions and the shareholders of Valley, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of Valley or VNB in connection with (a) the execution and delivery by Valley or VNB of this Agreement, (b) the consummation by Valley of the Merger and the other transactions contemplated hereby and (c) the execution and delivery by VNB of the Bank Merger Agreement and the consummation by VNB of the Bank Merger and other transactions contemplated thereby.

Authority; No Violation. (a) Huntington Camco has full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this This Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board board of Directors directors of HuntingtonCamco. The Board board of Directors directors of Huntington Camco has determined directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to HuntingtonCamco’s stockholders for approval adoption at a duly held meeting of such stockholders and, except for the approval adoption of such issuance this Agreement by the affirmative requisite vote of a majority of votes cast on such proposal at such meetingCamco’s stockholders, no other corporate proceedings (except for regulatory approvals) on the part of Huntington Camco (other than the approval of the Bank Merger Agreement by Camco as the sole stockholder of Camco Bank) are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington Camco and (assuming due authorization, execution and delivery by SkyFirst Place) constitutes the a valid and binding obligation of HuntingtonCamco, enforceable against Huntington Camco in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium, reorganization or fraudulent transfer and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Merger Sub Camco Bank has full limited liability company corporate power and authority to execute execute, deliver and deliver this perform its obligations under the Bank Merger Agreement and to consummate the Subsidiary Merger and the transactions contemplated herebythereby. The execution and delivery of this the Bank Merger Agreement and the consummation of the transactions contemplated hereby thereby have been duly and validly approved prior thereto by the sole member board of Merger Sub, and no directors of Camco Bank. No other corporate proceedings on the part of Merger Sub Camco Bank are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of consummate the transactions contemplated herebyby the Bank Merger Agreement. This The Bank Merger Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Skythe Bank) constitutes the will constitute a valid and binding obligation of Merger SubCamco Bank, enforceable against Merger Sub Camco Bank in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, reorganization or fraudulent transfer and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (c) Neither the execution and delivery of this Agreement by Huntington Camco or the Bank Merger SubAgreement by Camco Bank, nor the consummation by Huntington Camco or Merger Sub Camco Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington Camco or Merger Camco Bank, as the case may be, with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter their respective governing documents, or the Huntington Bylaws, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 hereof are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, Camco or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington Camco or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Camco or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violationsany violation, conflictsconflict, breaches breach, default, acceleration, termination, modification or defaults with respect to clause (iii) that are not reasonably likely to havecancellation which, either individually or in the aggregate, would not have a Material Adverse Effect on HuntingtonCamco or materially impact the terms and conditions or transactions contemplated hereby.

Authority; No Violation. (a) Huntington The Buyer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Buyer and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of Huntingtonthe Buyer. The Board of Directors of Huntington has determined that this Agreement No other corporate action and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, no other corporate proceedings on the part of Huntington the Buyer are necessary to approve authorize this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Huntington the Buyer and (assuming due authorization, execution and delivery by Sky) constitutes the a valid and binding obligation of Huntingtonthe Buyer, enforceable against Huntington the Buyer in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)terms. (b) Merger Sub The Buyer Bank has full limited liability company corporate power and authority to execute and deliver this Agreement the Bank Merger Agreement, to perform its obligations thereunder and to consummate the transactions contemplated herebythereby. The execution and delivery of this Agreement the Bank Merger Agreement, the performance of its obligations thereunder and the consummation of the transactions contemplated hereby thereby have been duly and validly approved by the unanimous action of the Board of Directors of the Buyer Bank and the Buyer as the sole member stockholder of Merger Sub, the Buyer Bank. No other corporate action and no other corporate proceedings on the part of Merger Sub the Buyer Bank are necessary to authorize the Bank Merger Agreement or the performance of the Buyer Bank's obligations thereunder or to consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been Buyer Bank, will be duly and validly executed and delivered by Merger Sub the Buyer Bank and (assuming due authorizationwill constitute a legal, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Subthe Buyer Bank, enforceable against Merger Sub the Buyer Bank in accordance with its terms (except as may terms. Buyer shall cause the Bank Merger Agreement to be limited approved by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights stockholders of creditors generally and the availability of equitable remedies)Buyer Bank prior to the Effective Time. (c) Neither the execution and delivery of this Agreement by Huntington the Buyer nor the consummation by the Buyer of the transactions contemplated hereby or thereby; nor the execution and delivery of the Bank Merger SubAgreement by the Buyer Bank, nor the consummation by Huntington or Merger Sub the Buyer Bank of the transactions contemplated hereby, thereby; nor compliance by Huntington the Buyer or Merger the Buyer Bank with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter or the Huntington Bylaws, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 4.04 hereof are duly obtained and/or madeobtained, (A) violate any statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, the Buyer or any of its Subsidiaries or by which any property or asset of the Buyer or any of their respective properties its Subsidiaries is bound or assets affected, or (Bii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington the Buyer or any of its Subsidiaries under, under any of the terms, conditions or provisions of (A) the Articles of Incorporation or other charter document of like nature or By-laws of the Buyer or any of its Subsidiaries, or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington or any of its Subsidiaries the Buyer is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except except, in the case of clause (ii)(B) above, for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, which either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect on Huntingtonthe Buyer.

Authority; No Violation. (a) Huntington Buyer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of HuntingtonBuyer. The Board of Directors of Huntington Buyer has determined directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s Buyer's stockholders for approval at a duly held meeting of such stockholders and, except for the approval adoption of such issuance this Agreement by the affirmative requisite vote of a majority of votes cast on such proposal at such meetingBuyer's stockholders, no other corporate proceedings on the part of Huntington Buyer are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington Buyer and (assuming due authorization, execution and delivery by Skythe Company) constitutes the a valid and binding obligation of HuntingtonBuyer, enforceable against Huntington Buyer in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors' rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Merger Sub Buyer Bank has full limited liability company corporate power and authority to execute and deliver this the Bank Merger Agreement and to consummate the transactions contemplated herebythereby. The execution and delivery of this the Bank Merger Agreement and the consummation of the transactions contemplated hereby have been thereby will be duly and validly approved by the Board of Directors of Buyer Bank. Upon the due and valid approval of the Bank Merger Agreement by Buyer as the sole member stockholder of Merger SubBuyer Bank, and by the Board of Directors of Buyer Bank, no other corporate proceedings on the part of Merger Sub are Buyer Bank will be necessary to authorize consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been Buyer Bank, will be duly and validly executed and delivered by Merger Sub Buyer Bank and will (assuming due authorization, execution and delivery by Skythe Bank) constitutes the constitute a valid and binding obligation of Merger SubBuyer Bank, enforceable against Merger Sub Buyer Bank in accordance with its terms (terms, except as enforcement may be limited by laws affecting insured depository institutions, general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors' rights of creditors generally and the availability of equitable remedies)remedies generally. (c) Neither Except as set forth in Section 4.3(c) of the Buyer Disclosure Schedule, neither the execution and delivery of this Agreement by Huntington Buyer or the Bank Merger SubAgreement by Buyer Bank, nor the consummation by Huntington Buyer or Merger Sub Buyer Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington Buyer or Merger Buyer Bank, as the case may be, with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter Articles of Incorporation or By-Laws of Buyer or the Huntington Bylaws, articles of incorporation or by-laws or similar governing documents of any other Subsidiaries of Buyer or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, Buyer or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, which either individually or in the aggregate, aggregate will not have or be reasonably likely to have a Material Adverse Effect on HuntingtonBuyer.

Authority; No Violation. (a) Huntington North Valley has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of regulatory and shareholder approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of HuntingtonNorth Valley (the “North Valley Board”). The Board of Directors of Huntington North Valley Board, at a meeting duly called and held, has determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Huntington the North Valley shareholders and its stockholders and has directed resolved to recommend that the issuance holders of Huntington the North Valley Common Stock vote in connection with favor of approval and adoption of this Agreement and the consummation of the transactions contemplated hereby, including the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except and the Bank Merger. Except for the approval adoption of such issuance this Agreement by the affirmative vote of the holders of a majority of votes cast on such proposal at such meetingthe outstanding shares of North Valley Common Stock (the “Requisite North Valley Vote”), no other further corporate proceedings on the part of Huntington the North Valley Board, North Valley shareholders or the North Valley Bank Board of Directors (except for matters related to setting the date, time, place and record date for said meeting) are necessary in order to authorize or approve this Agreement or to consummate the transactions contemplated herebyhereby including the Merger and the Bank Merger. This Agreement has been duly and validly executed and delivered by Huntington North Valley and (assuming due authorization, execution and delivery by SkyTriCo of this Agreement) this Agreement constitutes the a valid and binding obligation of HuntingtonNorth Valley, enforceable against Huntington North Valley in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or fraudulent conveyance and similar laws Laws affecting creditors’ rights and remedies generally. All corporate proceedings on the rights part of creditors generally and North Valley necessary to consummate the availability of equitable remedies)transactions contemplated hereby will have been taken prior to the Effective Time. (b) Merger Sub North Valley Bank has full limited liability company corporate or other power and authority to execute and deliver this the Bank Merger Agreement and, subject to the receipt of regulatory and shareholder approvals, to consummate the transactions contemplated herebythereby. The execution and delivery of this the Bank Merger Agreement and the consummation of the transactions contemplated hereby have been thereby will be duly and validly approved by the sole member Board of Merger SubDirectors of North Valley Bank, and no other by North Valley as the sole shareholder of North Valley Bank prior to the Effective Time. All corporate proceedings on the part of Merger Sub are North Valley Bank and by North Valley as sole shareholder of North Valley Bank necessary to authorize consummate the transactions contemplated hereby will have been taken prior to the Effective Time. The Bank Merger Agreement, upon execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been North Valley Bank, will be duly and validly executed and delivered by Merger Sub North Valley Bank and will (assuming due authorization, execution and delivery by SkyTri Counties Bank) constitutes the constitute a valid and binding obligation of Merger SubNorth Valley Bank, enforceable against Merger Sub North Valley Bank in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or fraudulent conveyance and similar laws Laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (c) Neither the execution and delivery of this Agreement by Huntington or North Valley and the Bank Merger SubAgreement by North Valley Bank, nor the consummation by Huntington North Valley or Merger Sub its Subsidiaries, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington North Valley or Merger its Subsidiaries, as the case may be, with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter Articles of Incorporation or Bylaws of North Valley or the Huntington BylawsArticles of Incorporation or Bylaws (or the equivalent documents) of its Subsidiaries, or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 hereof are duly obtained and/or madeobtained, (Ax) violate in any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction material respect any Laws applicable to HuntingtonNorth Valley or its Subsidiaries, any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, violate or conflict in any material respect with, result in a material breach of any provision of or the loss of any benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington North Valley or any of its Subsidiaries under, under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Huntington North Valley or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected. (d) For the purposes of this Agreement, except for such violations“Laws” shall mean any and all statutes, conflictslaws, breaches ordinances, rules, regulations and other rules of law enacted, promulgated or defaults with respect to clause issued by any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization, including, without limitation, the California Department of Business Oversight (iii) that are not reasonably likely to havethe “CDBO”), either individually or in the aggregateFederal Reserve Board, the FDIC, the SEC and any self-regulatory organization (each, a Material Adverse Effect on Huntington“Governmental Entity”).

Authority; No Violation. (a) Huntington The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Huntingtonthe Company. The Board of Directors of Huntington the Company has determined directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s the Company's stockholders for approval at a duly held meeting of such stockholders and, except for the approval adoption of such issuance this Agreement by the affirmative requisite vote of a majority of votes cast on such proposal at such meetingthe Company's stockholders, no other corporate proceedings (except for regulatory approvals) on the part of Huntington the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington the Company and (assuming due authorization, execution and delivery by SkyBuyer) constitutes the a valid and binding obligation of Huntingtonthe Company, enforceable against Huntington the Company in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors' rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Merger Sub The Company Bank has full limited liability company corporate power and authority to execute and deliver this the Bank Merger Agreement and to consummate the transactions contemplated herebythereby. The execution and delivery of this the Bank Merger Agreement and the consummation of the transactions contemplated hereby have been thereby will be duly and validly approved by the Board of Directors of the Company Bank. Upon the due and valid approval of the Bank Merger Agreement by the Company as the sole member stockholder of Merger Subthe Company Bank and by the Board of Directors of the Company Bank, and no other corporate proceedings on the part of Merger Sub are the Company Bank will be necessary to authorize consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been Company Bank, will be duly and validly executed and delivered by Merger Sub the Company Bank and will (assuming due authorization, execution and delivery by SkyFirst Savings Bank) constitutes the constitute a valid and binding obligation of Merger Subthe Company Bank, enforceable against Merger Sub the Company Bank in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors' rights of creditors generally and the availability of equitable remedies)remedies generally. (c) Neither Except as set forth in Section 3.3(c) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Huntington the Company or the Bank Merger SubAgreement by the Company Bank, nor the consummation by Huntington the Company or Merger Sub the Company Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington the Company or Merger the Company Bank, as the case may be, with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter Certificate of Incorporation or By-Laws of the Company or the Huntington Bylawscertificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 hereof are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to havewhich, either individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Huntingtonthe Company.

Authority; No Violation. (a) Huntington Each of BANC and Merger Sub has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to receiving the Requisite BANC Vote and other actions described in this Section 4.3 and Section 4.4, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement Agreement, the performance by BANC of its obligations hereunder and the consummation of the transactions contemplated hereby (including the Mergers, the FRS Membership and the BANC Share Issuance) have been duly and validly approved and adopted by the Board of Directors of HuntingtonBANC. The Board of Directors of Huntington BANC has (i) determined that this Agreement, the Mergers and the other transactions contemplated hereby, on the terms and subject to the conditions set forth in this Agreement, are advisable and in the best interests of BANC and its stockholders, (ii) adopted a resolution approving this Agreement and the transactions contemplated hereby and (iii) directed that the issuance of the (A) shares of BANC Common Stock constituting the Merger Consideration pursuant to this Agreement and (B) shares of Voting Common Stock, shares of Non-Voting Common Equivalent Stock and Warrants in connection with the Equity Financing (collectively, “BANC Share Issuance”) be submitted to the holders of BANC Common Stock for approval at a meeting of such stockholders. The Board of Directors of Merger Sub has (1) determined that this Agreement and the transactions contemplated hereby hereby, including the Merger, on the terms and subject to the conditions set forth in this Agreement, are advisable and in the best interests of Huntington Merger Sub and its stockholders sole stockholder, and (2) adopted a resolution approving this Agreement and the transactions contemplated hereby. BANC, as Merger Sub’s sole stockholder, has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders adopted this Agreement by written consent. Except for approval at a duly held meeting of such stockholders and, except for (i) the approval of such issuance the BANC Share Issuance by the affirmative vote of a majority of votes cast on such proposal by holders of shares of BANC Common Stock at such meetingthe BANC Meeting (the “Requisite BANC Vote”), (ii) the approval, ratification and confirmation of the Bank Merger Agreement by BANC as Banc of California’s sole stockholder and (iii) the adoption of resolutions to give effect to the provisions of Section 6.12 in connection with the Closing, no other corporate proceedings on the part of Huntington BANC, Banc of California or Merger Sub are necessary to approve or adopt this Agreement or for BANC or Merger Sub to perform their respective obligations hereunder or consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington each of BANC and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Huntington, enforceable against Huntington in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by SkyPACW) constitutes the a valid and binding obligation of each of BANC and Merger Sub, enforceable against each of BANC and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of BANC Common Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite BANC Vote), insolvencywhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past stockholder of BANC will have any preemptive right or similar laws affecting the rights of creditors generally and the availability of equitable remedies)in respect thereof. (cb) Neither None of the execution and delivery of this Agreement by Huntington BANC or Merger Sub, nor the performance by BANC or Merger Sub of its respective obligations hereunder, the consummation by Huntington BANC or Merger Sub of the transactions contemplated hereby, nor including the Mergers, the FRS Membership, the Bank Merger and the BANC Share Issuance, or compliance by Huntington BANC or Merger Sub with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of the Huntington BANC Articles, BANC Bylaws, the Merger Sub Charter or the Huntington Bylaws, Merger Sub Bylaws or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction Law applicable to HuntingtonBANC, any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington BANC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington BANC or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clauses (ii)(x) and (ii)(y) above) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults with respect to clause (iii) that are not reasonably likely to havecreations which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HuntingtonBANC.

Authority; No Violation. (a) Huntington First Midwest has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the Board of Directors of HuntingtonFirst Midwest. The Board of Directors of Huntington First Midwest has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of First Midwest and its stockholders and has directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to HuntingtonFirst Midwest’s stockholders for approval adoption at a duly held meeting of such stockholders and, except and has adopted a resolution to the foregoing effect. Except for (i) the approval adoption of such issuance this Agreement by the affirmative vote of the holders of a majority of votes cast the outstanding shares of First Midwest Common Stock entitled to vote on such proposal at such meetingthis Agreement (the “Requisite First Midwest Vote”) and (ii) the adoption and approval of the Bank Merger Agreement by the Board of Directors of First Midwest Bank and First Midwest as First Midwest Bank’s sole stockholder, no other corporate proceedings on the part of Huntington First Midwest are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington First Midwest and (assuming due authorization, execution and delivery by SkyOld National) constitutes the a valid and binding obligation of HuntingtonFirst Midwest, enforceable against Huntington First Midwest in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remediesremedies (the “Enforceability Exceptions”)). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, First Midwest nor the consummation by Huntington or Merger Sub First Midwest of the transactions contemplated hereby, including the Bank Merger, nor compliance by Huntington or Merger First Midwest with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of the Huntington Charter First Midwest Certificate or the Huntington Bylaws, First Midwest Bylaws or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, First Midwest or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington First Midwest or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington First Midwest or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to havewhich, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HuntingtonFirst Midwest.

Authority; No Violation. (a) Huntington Valley has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof, and VNB has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby in accordance with the terms thereof. Valley has a sufficient number of authorized but unissued shares of Valley Common Stock to pay the consideration for the Merger set forth in Article II of this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of HuntingtonValley. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except VNB. Except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meetingapprovals described in paragraph (b) below, no other corporate proceedings on the part of Huntington Valley or VNB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington Valley and (assuming due authorization, execution and delivery by Sky) constitutes the a valid and binding obligation of HuntingtonValley, enforceable against Huntington Valley in accordance with its terms (except as may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors and remedies generally and the availability subject, as to enforceability, to general principles of equitable remedies)equity, whether applied in a court of law or a court of equity. (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington Valley or the execution and delivery of the Bank Merger SubAgreement by VNB, nor the consummation by Huntington or Merger Sub Valley of the transactions contemplated hereby, nor compliance hereby in accordance with the terms hereof or the consummation by Huntington or Merger with any VNB of the transactions contemplated thereby in accordance with the terms or provisions of this Agreementthereof, will (i) violate any provision of the Huntington Charter Documents of Valley or the Huntington Bylawsof VNB, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 set forth below are duly obtained and/or madeobtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, any of its Subsidiaries Valley or VNB or any of their respective properties or assets assets, or (Biii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington Valley or any of its Subsidiaries VNB under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Valley or any of its Subsidiaries VNB is a party, or by which they Valley or VNB or any of their respective properties or assets may be bound or affected, except for such violationsexcept, conflicts, breaches or defaults with respect to clause (ii) and (iii) that are not reasonably likely to haveabove, either such as individually or in the aggregate, aggregate will not have a Material Adverse Effect on HuntingtonValley. Except as would not constitute a Material Adverse Effect on Valley and for consents and approvals of or filings or registrations with or notices to the OCC, the FRB, the SEC, Treasury or applicable state securities bureaus or commissions, no consents or approvals of or filings or registrations with or notices to any federal or state governmental authority, instrumentality or administrative agency or, to the knowledge of Valley, any third party are necessary on behalf of Valley or VNB in connection with (a) the execution and delivery by Valley of this Agreement, (b) the consummation by Valley of the transactions contemplated hereby and (c) the execution and delivery by VNB of the Bank Merger Agreement and the consummation by VNB of the transactions contemplated thereby. To the knowledge of Valley, there is no reason why the consents and approvals referenced in the preceding sentence will not be obtained in a timely fashion.

Authority; No Violation. (a) Huntington The Company has full corporate power and authority to execute and deliver this Agreement and the Amalgamation Agreement and to consummate the transactions contemplated herebyhereby and thereby (subject, in the case of the Amalgamation and the Amalgamation Agreement, to the Company Shareholder Approval (as defined in Section 6.6)). The execution and delivery of this Agreement and the Amalgamation Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved authorized by the Board of Directors of Huntington. The Board of Directors of Huntington has determined that this Agreement all necessary corporate action, and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, no other corporate proceedings on the part of Huntington the Company or its board of directors or shareholders are necessary to approve authorize this Agreement or the Amalgamation Agreement or to consummate the transactions contemplated herebyhereby and thereby (other than, with respect to the Amalgamation and the Amalgamation Agreement, the Company Shareholder Approval). This Agreement has been and the Amalgamation Agreement will be duly and validly executed and delivered by Huntington the Company and (assuming due authorization, execution and delivery by SkyParent and Amalgamation Sub) constitutes the constitute and will constitute valid and binding obligation obligations of Huntingtonthe Company, enforceable against Huntington the Company in accordance with its terms (except as may be limited by their terms, subject to bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization or reorganization, moratorium and similar laws of general applicability relating to or affecting the creditors’ rights of creditors generally and the availability of equitable remedies)to general equity principles. (b) Merger Sub The board of directors of the Company, as of the date hereof, has full limited liability company power and authority to execute and deliver unanimously (i) approved the Amalgamation, this Agreement and to consummate Agreement, the transactions contemplated hereby. The execution and delivery of this Amalgamation Agreement and the consummation of Special Dividend (although such dividend has not yet been declared) and the transactions contemplated hereby have been duly and validly approved by thereby in accordance with the sole member applicable provisions of Merger SubBermuda law and regulations and (ii) determined to recommend approval of the Amalgamation, the Amalgamation Agreement and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly hereby and validly executed and delivered thereby, by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation shareholders of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)Company. (c) Neither the execution and delivery of this Agreement or the Amalgamation Agreement by Huntington or Merger Subthe Company, nor the consummation by Huntington or Merger Sub the Company of the transactions contemplated herebyhereby and thereby (including the payment of the Special Dividend), nor compliance by Huntington or Merger the Company with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter Memorandum of Association, the Company Bye-laws, the 114B Licence or the Huntington Bylawsmemorandum or articles of association, certificate of incorporation, bye-laws of any or other organizational documents of the Company’s Subsidiaries or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) except as Previously Disclosed and assuming that the consents, approvals and filings referred to all Requisite Regulatory Approvals (as defined in Section 4.4 7.1(b)) are duly obtained and/or madeobtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien (or have any of such results or effects, upon notice or lapse of time, or both) upon any of the respective properties or assets of Huntington the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, licenselicence, lease, agreement agreement, contract, or other instrument or obligation to which Huntington the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

Authority; No Violation. (a) Huntington Each of Target Holding and Target Bank has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. this Agreement contemplates.59 The Board of Directors of Target Holding60 has duly and validly approved and adopted this Agreement and the transactions this Agreement contemplates and has authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Huntington. The Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders Target Holding, and, except for the approval of such issuance this Agreement by the affirmative vote of a majority of votes cast on such proposal at such meetingits shareholders, no other corporate proceedings on the part of Huntington Target Holding are necessary to approve this Agreement or to consummate the transactions contemplated herebythis Agreement contemplates. The Board of Directors of Target Bank has duly and validly approved and adopted this Agreement and the consummation of the transactions this Agreement contemplates and has authorized the execution and delivery of this Agreement by Target Bank and no other corporate proceedings on the part of Target Bank are necessary to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Huntington Target Holding and (assuming due authorization, execution Target Bank and delivery by Sky) constitutes the a valid and binding obligation of Huntington, Target Holding and of Target Bank enforceable against Huntington each in accordance with its terms (terms, except as that enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcyreorganization, insolvency, moratorium, reorganization or and other similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of court 59 The clauses “transactions this Agreement by Huntington or Merger Sub, nor the consummation by Huntington or Merger Sub of the contemplates,” “transactions contemplated hereby, nor compliance by Huntington or Merger with any of the terms or provisions of this Agreement,” and “transactions contemplated in this Agreement” are used interchangeably in this Agreement, will (i) violate any provision of with the Huntington Charter or intention that they have the Huntington Bylaws, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming same meaning and effect. 60 Recent decisional law in Delaware indicates that the consentsemerging fiduciary duty of good faith will impact Board deliberations of all kinds, approvals including those regarding the approval or adoption of merger agreements. See generally In re Emerging Communications, Inc. Shareholders Litigation, 2004 Del. Ch. LEXIS 70 at *142 (Del. Ch. 2004) (stating that “▇▇▇▇▇▇ is liable to Greenlight and filings referred the shareholder class for breaching his fiduciary duty of loyalty and/or good faith” and noting in the related footnote that “the Delaware Supreme Court has yet to articulate the precise differentiation between the duties of loyalty and of good faith.”); In re The ▇▇▇▇ Disney Co. Derivative Litigation, 825 A.2d 275, 289 (Del. Ch. 2003) (“Viewed in Section 4.4 are duly obtained and/or madethis light, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction applicable to Huntington, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in plaintiffs' new complaint sufficiently alleges a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result directors' obligation to act . . . in good faith in the termination of or corporation's best interests for a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Court to which Huntington or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.conclude

Authority; No Violation. (a) Huntington GCBS has full corporate power and authority to execute and deliver this Agreement and and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of GCBS Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of HuntingtonGCBS. The Board of Directors of Huntington GCBS determined that the Merger is advisable and in the best interest of GCBS and its shareholders and has determined directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to HuntingtonGCBS’s stockholders shareholders for approval adoption at a duly held meeting of such stockholders shareholders and, except for the approval adoption of such issuance this Agreement by the affirmative vote of the holders of a majority of votes cast on such proposal at such meetingthe outstanding shares of GCBS Common Stock, no other corporate proceedings on the part of Huntington GCBS are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington GCBS and (assuming due authorization, execution and delivery by SkyCVBG) constitutes the valid and binding obligation obligations of HuntingtonGCBS, enforceable against Huntington GCBS in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery by GCBS of this Agreement by Huntington or Merger Sub, nor the consummation by Huntington or Merger Sub GCBS of the transactions contemplated hereby, nor compliance by Huntington or Merger GCBS with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of the Huntington Charter GCBS Articles or the Huntington Bylaws, Bylaws of GCBS or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to HuntingtonGCBS, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington or GCBS, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington or GCBS, any of its Subsidiaries or its Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to havewhich, either individually or in the aggregate, will not have a Material Adverse Effect on HuntingtonGCBS.

Authority; No Violation. (a) Huntington WAL has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of HuntingtonWAL. The Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, no No other corporate proceedings on the part of Huntington WAL are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by Huntington WAL and (assuming due authorization, execution and delivery by SkyTarget) and constitutes the valid and binding obligation of HuntingtonWAL, enforceable against Huntington WAL in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws law affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Merger Sub Bank of Nevada has full limited liability company corporate power and authority to execute and deliver this the Bank Merger Agreement and and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated herebythereby. The execution and delivery of this the Bank Merger Agreement and the consummation of the transactions contemplated hereby thereby have been duly and validly approved by the Board of Directors of Bank of Nevada and by WAL as the sole member stockholder of Merger Sub, and no other Bank of Nevada. All corporate proceedings on the part of Merger Sub are Bank of Nevada necessary to authorize approve the Bank Merger Agreement and to consummate the transactions contemplated thereby have been taken. The Bank Merger Agreement, upon execution and delivery by Bank of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been Nevada, will be duly and validly executed and delivered by Merger Sub Bank of Nevada and will (assuming due authorization, execution and delivery by SkyTarget) constitutes the constitute a valid and binding obligation of Merger SubBank of Nevada, enforceable against Merger Sub Bank of Nevada in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (c) Neither the execution and delivery of this Agreement by Huntington WAL or the Bank Merger SubAgreement by Bank of Nevada, nor the consummation by Huntington or Merger Sub WAL of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington WAL or Merger Bank of Nevada with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter articles of incorporation or bylaws of WAL or the Huntington Bylawscharter or bylaws of Bank of Nevada, as the case may be, or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction Laws applicable to HuntingtonWAL, any Bank of its Subsidiaries Nevada or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington WAL or any Bank of its Subsidiaries under, Nevada under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington WAL or any Bank of its Subsidiaries Nevada is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

Authority; No Violation. (a) Huntington Subject to the approval of this Agreement and the transactions contemplated hereby by the shareholders of Valley, and subject to the parties obtaining all necessary regulatory approvals, Valley has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof and VNB has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby in accordance with the terms thereof. On or prior to the date of this Agreement, Valley’s Board of Directors, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, (i) declared the Merger and the other transactions contemplated hereby to be advisable, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby and (iii) resolved to recommend that the shareholders of Valley approve the issuance of Valley Common Stock in connection with the Merger at the Valley Shareholders Meeting. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of HuntingtonValley. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except VNB. Except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meetingapprovals described in paragraph (b) below, no other corporate proceedings on the part of Huntington Valley or VNB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington and (Valley and, assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Huntington, enforceable against Huntington in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorizationOritani, execution and delivery by Sky) constitutes the a valid and binding obligation of Merger SubValley, enforceable against Merger Sub Valley in accordance with its terms (except as may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors and remedies generally and the availability subject, as to enforceability, to general principles of equitable remedies)equity, whether applied in a court of law or a court of equity. (cb) Neither the execution and delivery of this Agreement by Huntington or Valley nor the execution and delivery of the Bank Merger SubAgreement by VNB and by Valley in its capacity as sole shareholder of VNB, nor the consummation by Huntington or Merger Sub Valley of the transactions contemplated hereby, nor hereby in accordance with the terms hereof or the consummation by VNB of the transactions contemplated thereby in accordance with the terms thereof or compliance by Huntington or Merger Valley with any of the terms or provisions hereof or compliance by VNB with any of this Agreementthe terms or provisions thereof, will (i) violate any provision of the Huntington Valley Charter or the Huntington BylawsDocuments, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 set forth below are duly obtained and/or madeobtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, any of its Subsidiaries Valley or VNB or any of their respective properties or assets assets, or (Biii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington Valley or any of its Subsidiaries VNB under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Valley or any of its Subsidiaries VNB is a party, or by which they Valley or VNB or any of their respective properties or assets may be bound or affected, except for such violationsexcept, conflicts, breaches or defaults with respect to clause (ii) and (iii) that are not reasonably likely to haveabove, either such as individually or in the aggregate, aggregate will not have a Material Adverse Effect on HuntingtonValley. Except for consents and approvals of or filings or registrations with or notices to the OCC, the FRB, the NJDOBI, the New Jersey Department of Treasury, the Secretary of State of the State of Delaware, the SEC, NASDAQ and the shareholders of Valley, no consents or approvals of or filings or registrations with or notices to any federal or state governmental authority, instrumentality or administrative agency or, to the knowledge of Valley, any third party are necessary on behalf of Valley or VNB in connection with (a) the execution and delivery by Valley of this Agreement, (b) the consummation by Valley of the transactions contemplated hereby and (c) the execution and delivery by VNB of the Bank Merger Agreement and the consummation by VNB of the transactions contemplated thereby. To the knowledge of Valley, there is no reason why the consents and approvals referenced in the preceding sentence will not be obtained in a timely fashion.

Authority; No Violation. (a) Huntington Target has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of HuntingtonTarget. The Board of Directors of Huntington Target has determined directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to HuntingtonTarget’s stockholders for approval at a duly held meeting of such stockholders the Special Meeting and, except for the approval adoption of such issuance this Agreement by the affirmative vote of a majority of votes cast on such proposal at such meetingthe outstanding shares of Target Common Stock, no other corporate proceedings on the part of Huntington Target (except for matters related to setting the date, time, place and record date for the Special Meeting) are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by Huntington Target and (assuming due authorization, execution and delivery by SkyWAL of this Agreement) constitutes the will constitute valid and binding obligation obligations of HuntingtonTarget, enforceable against Huntington Target in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Merger Sub Target Bank has full limited liability company corporate power and authority to execute and deliver this the Bank Merger Agreement and and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated herebythereby. The execution and delivery of this the Bank Merger Agreement and the consummation of the transactions contemplated hereby thereby have been duly and validly approved by the Board of Directors of Target Bank and by Target as the sole member shareholder of Merger Sub, and no Target Bank. No other corporate proceedings on the part of Merger Sub are Target Bank will be necessary to authorize consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been Target Bank, will be duly and validly executed and delivered by Merger Sub Target Bank and will (assuming due authorization, execution and delivery by SkyBank of Nevada) constitutes the constitute a valid and binding obligation of Merger SubTarget Bank, enforceable against Merger Sub Target Bank in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (c) Neither Except as disclosed in Section 3.3(c) of the Target Disclosure Schedule, neither the execution and delivery of this Agreement by Huntington or Target, nor the Bank Merger SubAgreement by Target Bank, nor the consummation by Huntington Target or Merger Sub Target Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington Target or Merger Target Bank with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter charter or the Huntington Bylaws, bylaws of Target and each of its Subsidiaries or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction Laws applicable to Huntington, any Target and each of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington or any Target and each of its Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Target Contract to which Huntington or any Target and each of its Subsidiaries is a party, or by which they Target or any of their respective Target’s properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

Authority; No Violation. (a) Huntington MetroCorp has full corporate power and authority to execute and deliver this Agreement and any related documents, including documents to effect the Bank Mergers, and each of MetroCorp and the Banks has full legal capacity, power and authority to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby. by this Agreement. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the MetroCorp Board. MetroCorp Board of Directors of Huntington. The Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Huntington MetroCorp and its stockholders stockholders, and has directed that the issuance of Huntington Common Stock in connection with the Merger Agreement be submitted to HuntingtonMetroCorp’s stockholders for approval at a duly held meeting of such stockholders and, except and adoption. Except for the approval of such issuance by the affirmative vote stockholders of a majority of votes cast on such proposal at such meetingMetroCorp, no other further actions or corporate proceedings on the part of Huntington MetroCorp are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Huntington, enforceable against Huntington in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by MetroCorp and is a duly authorized, valid, legally binding agreement of MetroCorp enforceable against MetroCorp in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. (c) The Banks have full corporate power and authority to execute and deliver the Bank Merger Agreements and, subject to receipt of the Required Regulatory Approvals specified herein, to consummate the transactions contemplated thereby. The Bank Merger Agreements, upon execution and delivery the Banks, will be duly and validly executed and delivered by the Banks and will (assuming due authorization, execution and delivery by the Banks) constitute a valid and binding obligation of the Banks, enforceable against the Banks in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Other than the approval of the Boards of the Banks and the approval of MetroCorp as sole shareholder of the Banks, no other corporate proceedings on the part of the Banks will be necessary to consummate the transactions contemplated thereby. (d) The execution and delivery of this Agreement does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, nor the consummation by Huntington or Merger Sub of the transactions contemplated hereby, nor compliance by Huntington or Merger with any of the terms or provisions of this Agreement, will not (i) conflict with or violate any provision of the Huntington Charter or the Huntington BylawsMetroCorp Constituent Documents, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or assuming all required stockholder and Required Regulatory Approvals (iii) assuming that the consents, approvals and filings referred to as defined in Section 4.4 3.4(a)) and consents are duly obtained and/or madeobtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, MetroCorp or any of its Subsidiaries or any of their respective properties or assets or (Biii) assuming all required consents of third parties listed in Schedule 3.3(d) are duly obtained, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, cause MetroCorp or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result in the creation of any Lien lien, charge or encumbrance upon any of the respective properties or assets of Huntington or any of its Subsidiaries MetroCorp under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, leaselease agreement, agreement or other instrument or obligation to which Huntington MetroCorp or any of its Subsidiaries Subsidiary thereof is a party, or by which they or any of their respective its properties or assets may be bound or affected, except for excluding from the foregoing clause (iii) such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, which either individually or in the aggregate, aggregate would not be reasonably expected to have a Material Adverse Effect on HuntingtonMetroCorp.

Authority; No Violation. (a) Huntington Cadence has full corporate power and authority to execute and deliver this Agreement and and, subject to the shareholder action described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of HuntingtonCadence. The Board of Directors of Huntington Cadence has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Cadence and has directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to HuntingtonCadence’s stockholders shareholders for approval at a duly held meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such issuance this Agreement by the affirmative vote of the holders of a majority of votes cast the outstanding shares of Cadence Common Stock entitled to vote on such proposal at such meetingthis Agreement (the “Requisite Cadence Vote”), no other corporate proceedings on the part of Huntington Cadence are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington Cadence and (assuming due authorization, execution and delivery by SkyHuntington) constitutes the a valid and binding obligation of HuntingtonCadence, enforceable against Huntington Cadence in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or their parent companies or the rights of creditors generally and subject to general principles of equity (the availability of equitable remedies“Enforceability Exceptions”)). (b) Merger Sub has full limited liability company power and authority Subject to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation receipt of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger SubRequisite Cadence Vote, and no other proceedings on the part of Merger Sub are necessary to authorize neither the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, Cadence nor the consummation by Huntington or Merger Sub Cadence of the transactions contemplated hereby, nor compliance by Huntington or Merger Cadence with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of the Huntington Charter Cadence Articles or the Huntington Bylaws, Cadence Bylaws or comparable governing documents of any Cadence Subsidiary or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or made, (Ax) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, Cadence or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington Cadence or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Cadence or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (ii) above) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults with respect to clause (iii) that are not reasonably likely to havecreations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on HuntingtonCadence.

Authority; No Violation. (a) Huntington Discover has full corporate power and authority to execute and deliver this Agreement and and, upon receipt of the Requisite Discover Vote (as defined below), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Mergers) have been duly and validly approved by the Board of Directors of HuntingtonDiscover. The Board of Directors of Huntington Discover has unanimously determined that the transactions contemplated hereby (including the Mergers), on the terms and conditions set forth in this Agreement, are advisable and in the best interests of Discover and its stockholders, has approved this Agreement and the transactions contemplated hereby are in (including the best interests of Huntington and its stockholders Mergers), and has directed that the issuance of Huntington Common Stock in connection with the Merger this Agreement be submitted to HuntingtonDiscover’s stockholders for approval adoption at a duly held meeting of such stockholders and, except and has adopted a resolution to the foregoing effect. Except for the approval adoption of such issuance this Agreement by the affirmative vote of the holders of a majority of votes cast the outstanding shares of Discover Common Stock entitled to vote on such proposal at such meetingthis Agreement (the “Requisite Discover Vote”), and the adoption and approval of the Bank Merger Agreement by Discover as Discover Bank’s sole stockholder, no other corporate proceedings on the part of Huntington Discover are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington Discover and (assuming due authorization, execution and delivery by SkyCapital One and Merger Sub) constitutes the a valid and binding obligation of HuntingtonDiscover, enforceable against Huntington Discover in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remediesremedies (the “Enforceability Exceptions”)). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, Discover nor the consummation by Huntington or Merger Sub Discover of the transactions contemplated herebyhereby (including the Mergers and the Bank Merger), nor compliance by Huntington or Merger Discover with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of the Huntington Discover Charter or the Huntington Bylaws, Discover Bylaws or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, Discover or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington Discover or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Discover or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults with respect to clause (iii) that are not reasonably likely to havecreations which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on HuntingtonDiscover.

Authority; No Violation. (a) Huntington has North Penn and North Penn Bank have full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of North Penn and to the receipt of the Consents of the Regulatory Authorities, to consummate the transactions contemplated hereby. The Boards of Directors of North Penn and North Penn Bank have duly and validly approved this Agreement and the transactions contemplated hereby including the Bank Merger, have authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Agreement, have been duly and validly approved by the Board of Directors of Huntington. The Board of Directors of Huntington has determined directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to HuntingtonNorth Penn’s stockholders shareholders for approval and resolved to recommend its approval at a duly held meeting of such stockholders shareholders and, except for the approval adoption of such issuance Agreement by the affirmative vote of a majority of votes cast on such proposal at such meetingits shareholders, no other corporate proceedings proceeding on the part of Huntington are North Penn or North Penn Bank is necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by Huntington and (assuming due authorization, execution and delivery by Sky) ▇▇▇▇▇▇▇ and ▇▇▇▇▇), constitutes the valid and binding obligation of HuntingtonNorth Penn and North Penn Bank, and is enforceable against Huntington North Penn and North Penn Bank in accordance with its terms (terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization receivership or similar laws affecting the enforcement of creditors’ rights of creditors generally and except that the availability of the equitable remedies)remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington North Penn or Merger Sub, North Penn Bank nor the consummation by Huntington North Penn or Merger Sub North Penn Bank of the transactions contemplated herebyhereby including the Bank Merger, nor compliance by Huntington North Penn or Merger North Penn Bank with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of the Huntington Charter Articles of Incorporation or Bylaws of North Penn or the Huntington BylawsArticles of Incorporation and Bylaws of North Penn Bank or any governing documents of any of the other North Penn Subsidiaries, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, Consents of the Regulatory Authorities and approvals and filings referred to in Section 4.4 herein are duly obtained and/or madeobtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, any of its Subsidiaries North Penn or North Penn Bank or any of the other North Penn Subsidiaries or their respective properties or assets assets, or (Biii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, by or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington North Penn or North Penn Bank or any of its the other North Penn Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Huntington North Penn, North Penn Bank or any of its the other North Penn Subsidiaries is a party, or by which they it or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause in the case of clauses (ii) and (iii) that are as would not reasonably likely to have, either individually or in the aggregate, constitute a Material Adverse Effect on HuntingtonNorth Penn.

Authority; No Violation. (a) Huntington FleetBoston has full corporate power and authority to execute and deliver this Agreement and the Stock Option Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of HuntingtonFleetBoston. The Board of Directors of Huntington FleetBoston has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington FleetBoston and its stockholders shareholders and has directed that this Agreement and the issuance of Huntington Common Stock in connection with the Merger transactions contemplated by this Agreement be submitted to Huntington’s FleetBoston's stockholders for approval adoption at a duly held meeting of such stockholders shareholders and, except for the approval of such issuance this Agreement and the transactions contemplated by this Agreement by the affirmative vote of the holders of a majority of votes cast on such proposal the outstanding shares of FleetBoston Common Stock entitled to vote at such meeting, no other corporate proceedings on the part of Huntington FleetBoston are necessary to approve this Agreement or the Stock Option Agreements or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Stock Option Agreements have been duly and validly executed and delivered by Huntington FleetBoston and (assuming due authorization, execution and delivery by SkyBank of America) constitutes constitute the valid and binding obligation obligations of HuntingtonFleetBoston, enforceable against Huntington FleetBoston in accordance with its their terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement or the Stock Option Agreements by Huntington or Merger Sub, FleetBoston nor the consummation by Huntington or Merger Sub FleetBoston of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington or Merger FleetBoston with any of the terms or provisions of this AgreementAgreement or the Stock Option Agreements, will (i) violate any provision of the Huntington Charter FleetBoston Articles or the Huntington Bylaws, FleetBoston Bylaws or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction (as defined in 7.1(e)) applicable to HuntingtonFleetBoston, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington FleetBoston or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington FleetBoston or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on HuntingtonFleetBoston.

Authority; No Violation. (a) Huntington Georgia has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions by Georgia contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of HuntingtonGeorgia. The Board of Directors of Huntington Georgia has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington Georgia and its stockholders and shareholders and, subject to Section 6.11(c) hereof, has directed that the issuance of Huntington Georgia Common Stock in connection with the Merger be submitted to HuntingtonGeorgia’s stockholders shareholders for approval at a duly held meeting of such stockholders shareholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, provided that the total votes cast on such proposal represent a majority of the votes entitled to be cast on such proposal (the “Georgia Shareholder Approval”), no other corporate proceedings on the part of Huntington Georgia are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington Georgia and (assuming due authorization, execution and delivery by SkyWisconsin) constitutes the valid and binding obligation of HuntingtonGeorgia, enforceable against Huntington Georgia in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws Laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the managing member (being the sole member member) of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by SkyWisconsin) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws Laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington Georgia or Merger Sub, nor the consummation by Huntington Georgia or Merger Sub of the transactions contemplated hereby, nor compliance by Huntington Georgia or Merger with any of the terms or provisions of this Agreement, will (i) assuming the Georgia Shareholder Approval is obtained, violate any provision of the Huntington Charter Georgia Articles or the Huntington BylawsGeorgia Bylaws or any equivalent organizational documents of any Georgia Subsidiary, (ii) violate any provision of Merger Sub’s Articles Certificate of Organization Formation or LLC Agreement or (iii) assuming that the consents, approvals and filings referred to in Section 4.4 are shall have been duly obtained and/or mademade prior to the Effective Time and any waiting period required thereunder shall have been terminated or expired prior to the Effective Time, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or Injunction Order applicable to HuntingtonGeorgia, any of its Subsidiaries Georgia Subsidiary or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, amendment or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington Georgia or any of its Subsidiaries Georgia Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which Huntington Georgia or any of its Subsidiaries Georgia Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on HuntingtonGeorgia. (d) Notwithstanding anything in this Agreement to the contrary, to the extent the accuracy of Georgia’s representations and warranties set forth in this Section 4.3 is based on the accuracy of Wisconsin’s representations and warranties in Section 3.25, Georgia’s representations and warranties in Section 4.3 shall be limited to the extent affected by any inaccuracy in Section 3.25.

Authority; No Violation. (a) Huntington 5.4.1 Each of CUNB and CUB has full corporate power and corporate authority to execute and deliver this Agreement and and, subject to the receipt of the Regulatory Approvals to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by CUNB and CUB and the consummation completion of the transactions contemplated hereby hereby, including the Merger, have been duly duly, validly, and validly unanimously approved by the Board Boards of Directors of Huntington. The Board of Directors of Huntington has determined that this Agreement CUNB and the transactions contemplated hereby are in the best interests of Huntington CUB, and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, no other corporate proceedings on the part of Huntington are CUNB and CUB is necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger, except for the Shareholder Approvals. 5.4.2 The CUNB Board has adopted resolutions recommending that shareholders of CUNB approve and ratify this Agreement and the transactions contemplated herein, and all necessary corporate action in respect thereof on the part of CUNB has been taken, subject to the receipt of the Regulatory Approvals and the Shareholder Approvals. The resolutions of the CUNB Board recommending that shareholders of CUNB approve and ratify this Agreement has not been rescinded, modified or revoked and are, as of the Agreement Date and shall be at the Effective Time, in full force and effect. 5.4.3 This Agreement has been duly and validly executed and delivered by Huntington CUNB and (assuming CUB, and subject to receipt of Shareholder Approvals and Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Sky) FENB constitutes the valid and binding obligation of HuntingtonCUNB and CUB, enforceable against Huntington them in accordance with its terms (except as may be limited by terms, subject to applicable bankruptcy, insolvencyinsolvency and similar Laws affecting creditors’ rights generally, moratoriumand subject, reorganization or similar laws affecting as to enforceability, to general principles of equity and Section 8(b)(6)(D) of the rights of creditors generally and the availability of equitable remediesFederal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D) (as applicable). (b) Merger Sub has full limited liability company power 5.4.4 Except as listed on CUNB Disclosure Schedule 5.4.4, subject to receipt of Regulatory Approvals and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved compliance by the sole member of Merger Subparties hereto with any conditions contained therein, and no other proceedings on the part of Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by Merger Sub CUNB and CUB; (ii) the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub ; and (assuming due authorization, execution and delivery by Skyiii) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, nor the consummation by Huntington or Merger Sub of the transactions contemplated hereby, nor compliance by Huntington or Merger CUNB and CUB with any all of the terms and provisions hereof will not (A) conflict with or provisions result in a breach of this Agreement, will (i) violate any provision of the Huntington Charter Articles of Incorporation or bylaws of CUNB or the Huntington Bylaws, (ii) violate any provision of Merger Sub’s Articles of Organization Incorporation or LLC Agreement or bylaws of CUB; (iiiB) assuming that to the consentsKnowledge of CUNB, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, any of its Subsidiaries CUNB or CUB or any of their respective properties or assets assets; or (BC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington CUNB or any of its Subsidiaries under, CUB under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Huntington CUNB or any of its Subsidiaries CUB is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to under clause (iii)(B) or (iii) that are not reasonably likely to have(C) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on HuntingtonCUNB and CUB taken as a whole.

Authority; No Violation. (a) Each of Huntington and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Mergers have been duly and validly approved by the Board of Directors of HuntingtonHuntington and of Merger Sub. The Board of Directors of Huntington has determined that the Mergers, on the terms and conditions set forth in this Agreement and the transactions contemplated hereby Agreement, are in the best interests of Huntington and its stockholders shareholders, and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders its shareholders for approval at a duly held meeting of such stockholders andshareholders and has adopted resolutions to the foregoing effect. The board of directors of Merger Sub has determined that the Mergers, except on the terms and conditions set forth in this Agreement, are in the best interests of Merger Sub and its sole shareholder and has adopted a resolution to the foregoing effect. Huntington, as Merger Sub’s sole shareholder, has approved this Agreement and the transactions contemplated hereby at a duly held meeting or by unanimous written consent. Except for (i) the adoption and approval of the Bank Merger Agreement by the board of directors of The Huntington National Bank and Huntington as its sole shareholder, (ii) the approval of such the issuance of Huntington Common Stock pursuant to this Agreement by the affirmative vote of a majority of the votes cast on such proposal by holders of outstanding Huntington Common Stock at such meetingthe Huntington Meeting (the “Requisite Huntington Vote”), and (iii) the adoption of resolutions to give effect to the provisions of Section 6.12 in connection with the Closing, no other corporate proceedings on the part of Huntington or Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Huntington and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Huntington, enforceable against Huntington in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by SkyFirstMerit) constitutes the a valid and binding obligation of each of Huntington and Merger Sub, enforceable against each of Huntington and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). Subject to the receipt of the Requisite Huntington Vote, insolvencythe shares of Huntington Common Stock to be issued in the Merger and the shares of New Huntington Preferred Stock to be issued in the Second Step Merger have been validly authorized and, moratoriumwhen issued, reorganization will be validly issued, fully paid and nonassessable, and no current or past shareholder of Huntington will have any preemptive right or similar laws affecting the rights of creditors generally and the availability of equitable remedies)in respect thereof. (cb) Neither Subject to the receipt of the Requisite Huntington Vote, neither the execution and delivery of this Agreement by Huntington or Merger Sub, nor the consummation by Huntington or Merger Sub of the transactions contemplated hereby, nor compliance by Huntington or Merger Sub with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of the Huntington Charter or Articles, the Huntington Bylaws, the Merger Sub Articles, or the Merger Sub Code of Regulations, or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (Ax) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (ii) above) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults with respect to clause (iii) that are not reasonably likely to have, creations which either individually or in the aggregate, aggregate would not reasonably be likely to have a Material Adverse Effect on Huntington.

Authority; No Violation. (a) Huntington has Sterling and Sterling Bank have full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of Sterling and the receipt of the Consents of the Regulatory Authorities, to consummate the transactions contemplated hereby. The Boards of Directors of Sterling and Sterling Bank have duly and validly approved this Agreement and the transactions contemplated hereby, have authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Agreement, have been duly and validly approved by the Board of Directors of Huntington. The Board of Directors of Huntington has determined directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to HuntingtonSterling’s stockholders shareholders for approval at a duly held meeting of such stockholders shareholders and, except for the approval adoption of such issuance Agreement by the affirmative vote of a majority of votes cast on such proposal at such meetingSterling’s shareholders, no other corporate proceedings proceeding on the part of Huntington are Sterling or Sterling Bank is necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by Huntington and (assuming due authorization, execution and delivery by Sky) Roma and Roma Bank), constitutes the a valid and binding obligation of HuntingtonSterling and Sterling Bank, and, subject to approval by the shareholders of Sterling and receipt of the Consents of the Regulatory Authorities, will be enforceable against Huntington Sterling and Sterling Bank in accordance with its terms (terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization receivership or similar laws affecting the enforcement of creditors’ rights of creditors generally and except that the availability of the equitable remedies)remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery None of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize (x) the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and Sterling or Sterling Bank, (assuming due authorization, execution and delivery by Skyy) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, nor the consummation by Huntington Sterling or Merger Sub Sterling Bank of the transactions contemplated hereby, nor or (z) compliance by Huntington Sterling, Sterling Bank or Merger any Sterling Subsidiary with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of the Huntington Charter Certificate of Incorporation or Bylaws of Sterling or Sterling Bank or the Huntington Bylawsorganizational documents of any Sterling Subsidiary, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, Consents of the Regulatory Authorities and approvals and filings referred to in Section 4.4 herein are duly obtained and/or madeobtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to HuntingtonSterling, any of its Subsidiaries Sterling Bank, a Sterling Subsidiary or any of their respective properties or assets assets, or (Biii) except as disclosed in Sterling Schedule 3.6(b), violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, by or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington Sterling, Sterling Bank or any of its Subsidiaries Sterling Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Huntington Sterling, Sterling Bank or any of its Subsidiaries Sterling Subsidiary is a party, or by which they it or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

Authority; No Violation. (a) Huntington Dex has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Dex of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of HuntingtonDex. The Board of Directors of Huntington Dex has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington Dex and its stockholders, has adopted, approved and declared advisable this Agreement and recommended that its stockholders and vote in favor of the adoption of this Agreement (the “Dex Recommendation”) and, subject to Section 6.12(c) hereof, has directed that this Agreement and the transactions contemplated by this Agreement (including the issuance of Huntington Newco Common Stock in connection with the Merger SuperMedia Merger) be submitted to HuntingtonDex’s stockholders for approval and adoption at a duly held meeting of such stockholders and, except stockholders. Except for the approval of such issuance this Agreement and the transactions contemplated by this Agreement by the affirmative vote of a majority of all the votes entitled to be cast on such proposal at such meetingby holders of outstanding Dex Common Stock (the “Dex Stockholder Approval”) and the adoption of this Agreement and approval of the issuance of Newco Common Stock by Dex in its capacity as sole stockholder of Newco, which Dex shall effect promptly following the execution of this Agreement, no stockholder vote or other corporate proceedings on the part of Huntington Dex are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington Dex and (assuming due authorization, execution and delivery by SkySuperMedia) constitutes the valid and binding obligation of HuntingtonDex, enforceable against Huntington Dex in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws Laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Each of Newco and Merger Sub has full limited liability company corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution Board of Directors of each of Newco and delivery of Merger Sub has determined that this Agreement and the consummation of the transactions contemplated hereby have been duly are in the best interests of its respective company and validly its stockholders, has adopted, approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the adoption of this Agreement. Except for the approval of this Agreement by the Newco in its capacity as sole member stockholder of Merger Sub, and which Newco shall effect promptly following the execution of this Agreement, no stockholder vote or other corporate proceedings on the part of the Merger Sub Subs are necessary to authorize the execution and delivery of this Agreement by the Merger Sub Subs and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Merger Sub Subs and (assuming due authorization, execution and delivery by SkySuperMedia) constitutes the valid and binding obligation of each of the Merger SubSubs, enforceable against Merger Sub such Party in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws Laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington Dex or the Merger SubSubs, nor the consummation by Huntington Dex or the Merger Sub Subs of the transactions contemplated hereby, nor compliance by Huntington Dex or the Merger Subs with any of the terms or provisions of this Agreement, will (i) assuming the Dex Stockholder Approval is obtained, violate any provision of the Huntington Dex Charter or the Huntington Bylaws, Dex Bylaws or any equivalent organizational documents of any Dex Subsidiary (including the Merger Subs) or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, approvals and filings referred to in Section 4.4 are shall have been duly obtained and/or mademade prior to the Dex Effective Time and any waiting period required thereunder shall have been terminated or expired prior to the Dex Effective Time, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or Injunction Order applicable to HuntingtonDex, any of its Subsidiaries Dex Subsidiary or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, amendment or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington Dex or any of its Subsidiaries Dex Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which Huntington Dex or any of its Subsidiaries Dex Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iiiii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on HuntingtonDex. (d) Notwithstanding anything in this Agreement to the contrary, to the extent the accuracy of the representations and warranties of Dex and the Merger Subs set forth in this Section 4.3 is based on the accuracy of SuperMedia’s representations and warranties in Section 3.25, the representations and warranties of Dex and the Merger Subs in Section 4.3 shall be limited to the extent affected by any inaccuracy in Section 3.25.

Authority; No Violation. (a) Huntington CIT has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the approval of CIT's shareholders, to consummate the transactions contemplated herebyhereby and by the Plan of Arrangement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and by the Plan of Arrangement, and the execution of the DKB Voting Agreement by CIT, have been duly and validly approved by the Board of Directors of HuntingtonCIT. The Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and CIT has directed that the issuance of Huntington Common Stock CIT Shareholder Matters (as defined in connection with the Merger Section 7.3) be submitted to Huntington’s stockholders CIT's shareholders for approval at a duly held meeting of such stockholders shareholders and, except for the approval of such issuance the CIT Shareholder Matters by the affirmative requisite vote of a majority of votes cast on such proposal at such meetingCIT's shareholders, no other corporate proceedings on the part of Huntington CIT are necessary to approve this Agreement or and the Plan of Arrangement and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the Plan of Arrangement have been (and in the case of the Arrangement Documents, will be) duly and validly executed and delivered by Huntington CIT and (assuming due authorization, execution and delivery by SkyNewcourt) each of this Agreement and the Plan of Arrangement constitutes the a valid and binding obligation of HuntingtonCIT, enforceable against Huntington CIT in accordance with its terms (terms, except as may be limited by bankruptcythe Bankruptcy Exception. Upon their formation, insolvency, moratorium, reorganization or similar laws affecting the rights each of creditors generally Newco and the availability of equitable remedies). (b) Merger Sub has Exchangeco will have full limited liability company corporate power and authority to execute and deliver this the Support Agreement and the Voting and Exchange Trust Agreement (the "Arrangement Documents") and to consummate the transactions contemplated herebythereby. The execution and delivery of this Agreement the Arrangement Documents and the consummation of the transactions contemplated hereby have been thereby will be duly and validly approved by the sole member Board of Merger SubDirectors of each of CIT, Newco and Exchangeco. Upon the due and valid approval of the Arrangement Documents by the Board of Directors of each of CIT, Newco and Exchangeco, no other corporate proceedings on the part of Merger Sub CIT, Newco or Exchangeco are necessary to authorize approve the execution Arrangement Documents and delivery of this Agreement by Merger Sub and the consummation of to consummate the transactions contemplated herebythereby. This Agreement has been The Arrangement Documents will be duly and validly executed and delivered by Merger Sub each of CIT, Newco and Exchangeco and (assuming due authorization, execution and delivery by SkyNewcourt) constitutes each of the Arrangement Documents will constitute a valid and binding obligation of Merger Subeach of CIT, Newco and Exchangeco, enforceable against Merger Sub each of CIT, Newco and Exchangeco in accordance with its terms (terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)Bankruptcy Exception. (c) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, nor the consummation by Huntington or Merger Sub of the transactions contemplated hereby, nor compliance by Huntington or Merger with any of the terms or provisions of this Agreement, will (i) violate any provision of the Huntington Charter or the Huntington Bylaws, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction applicable to Huntington, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

Authority; No Violation. (a) Huntington MotivePower has full corporate power and authority to execute and deliver this Agreement and the MotivePower Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the MotivePower Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of HuntingtonMotivePower. The Board of Directors of Huntington MotivePower has determined directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders MotivePower's shareholders for approval adoption at a duly held meeting of such stockholders the MotivePower Shareholders Meeting (as defined in Section 5.3) and, except for the approval adoption of such issuance this Agreement by the affirmative vote of a majority of the votes cast on such proposal by the holders of MotivePower Common Stock at such meetingthe MotivePower Shareholders Meeting, no other corporate proceedings on the part of Huntington MotivePower are necessary to approve and adopt this Agreement or and the MotivePower Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. This Each of this Agreement and the MotivePower Option Agreement has been duly and validly executed and delivered by Huntington MotivePower and (assuming due authorization, execution and delivery by SkyMotivePower of this Agreement and the MotivePower Option Agreement) constitutes the a valid and binding obligation of HuntingtonMotivePower, enforceable against Huntington MotivePower in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)terms. (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement or the MotivePower Option Agreement by Huntington or Merger Sub, MotivePower nor the consummation by Huntington or Merger Sub MotivePower of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington or Merger MotivePower with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter MotivePower Articles of Incorporation or the Huntington Bylaws, MotivePower By-Laws or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, MotivePower or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington MotivePower or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Material Agreement to which Huntington MotivePower or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to havewhich, either individually or in the aggregate, will not have a Material Adverse Effect on HuntingtonMotivePower.

Authority; No Violation. (a) Huntington NewMil has full corporate power and corporate authority to execute and deliver this Agreement and the Option Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Bank Merger Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of NewMil which has directed that this Agreement, the Merger and the other transactions contemplated hereby be submitted to NewMil's shareholders for approval at a special meeting of NewMil shareholders ("NewMil Special Meeting") and, except for such approval, no other corporate proceedings on the part of NewMil (except for matters related to setting the date, time, place and record date for the New Mil Special Meeting), are necessary to approve this Agreement, the Bank Merger Agreement or the Option Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been, and the Bank Merger Agreement and the Option Agreement will be, duly and validly executed and delivered by NewMil and (assuming due authorization, execution and delivery by Nutmeg) will constitute valid and binding obligations of NewMil, enforceable against NewMil in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors rights and remedies generally. (b) New Milford Savings Bank has full corporate power and authority to execute and deliver this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of HuntingtonNew Milford Savings Bank and by NewMil as the sole shareholder of New Milford Savings Bank. The Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, no other All corporate proceedings on the part of Huntington are New Milford Savings Bank necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby and thereby will have been taken prior to the Effective Time. This Agreement has been been, and the Bank Merger Agreement will be, duly and validly executed and delivered by Huntington New Milford Savings Bank and (assuming due authorization, execution and delivery by SkyNutmeg) constitutes the will constitute valid and binding obligation obligations of HuntingtonNew Milford Savings Bank, enforceable against Huntington New Milford Savings Bank in accordance with its terms (their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors rights of creditors generally and the availability of equitable remedies). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)remedies generally. (c) Neither the execution and delivery of this Agreement by Huntington NewMil and New Milford Savings Bank, the Bank Merger Agreement by New Milford Savings Bank, or Merger Subthe Option Agreement by NewMil, nor the consummation by Huntington NewMil or Merger Sub New Milford Savings Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington NewMil or Merger New Milford Savings Bank with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Certificate of Incorporation or Bylaws of NewMil or the Charter or Bylaws of New Milford Savings Bank, as the Huntington Bylawscase may be, or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 hereof are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction Laws applicable to HuntingtonNewMil, any of its Subsidiaries New Milford Savings Bank or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington NewMil or any of its Subsidiaries New Milford Savings Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington NewMil or any of its Subsidiaries New Milford Savings Bank is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

Authority; No Violation. (a) Huntington Each of Banknorth and Banknorth Delaware has full corporate power and authority to execute and deliver this Agreement and the Stockholders Agreement which was entered into by Banknorth, Banknorth Delaware and TD concurrently with the execution and delivery of this Agreement, in the form of Exhibit E hereto (the “Stockholders Agreement”), and the agreements and instruments contemplated hereby and thereby, and to perform its obligations hereunder and thereunder and, subject to (i) the approval of this Agreement with respect to the Migratory Merger by the affirmative vote of the holders of a majority of the outstanding shares of Banknorth Common Stock (the “Required Banknorth Vote”) and (ii) the adoption of this Agreement with respect to the Mergers by Banknorth as the sole stockholder of Banknorth Delaware at a meeting of such sole stockholder (the “Banknorth Delaware Required Vote”), to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Stockholders Agreement and the agreements and instruments contemplated hereby and thereby and the performance and consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board all requisite corporate and stockholder action of Directors of Huntington. The Board of Directors of Huntington has determined that this Agreement Banknorth and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted Banknorth Delaware, subject to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for (i) the approval of such issuance this Agreement with respect to the Migratory Merger by the affirmative vote Required Banknorth Vote in the case of a majority the consummation of votes cast on such proposal at such meetingthe Migratory Merger and (ii) the adoption of this Agreement with respect to the Mergers by the Banknorth Delaware Required Vote in the case of the consummation of the Mergers, and no other corporate or stockholder proceedings on the part of Huntington are either Banknorth or Banknorth Delaware is necessary to approve this Agreement, the Stockholders Agreement or the agreements and instruments contemplated hereby or thereby or to perform and consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by Huntington Banknorth and Banknorth Delaware and (assuming due authorization, execution and delivery by SkyTD and Berlin Mergerco) constitutes the a valid and binding obligation of HuntingtonBanknorth and Banknorth Delaware, enforceable against Huntington Banknorth and Banknorth Delaware in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation Except as set forth in Section 3.3(b) of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger SubBanknorth Disclosure Schedule, and no other proceedings on the part of Merger Sub are necessary to authorize neither the execution and delivery of this Agreement or the Stockholders Agreement by Merger Sub Banknorth and Banknorth Delaware nor the performance and consummation by Banknorth and Banknorth Delaware of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization hereby or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, nor the consummation by Huntington or Merger Sub of the transactions contemplated herebythereby, nor compliance by Huntington or Merger Banknorth and Banknorth Delaware with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter Amended Articles or the Huntington Bylaws, Banknorth By-laws or any of the similar governing documents of any of its Subsidiaries or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to HuntingtonBanknorth, any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington Banknorth or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Banknorth or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches breaches, defaults or defaults with respect to clause (iii) that are not reasonably likely to haveother events which, either individually or in the aggregate, will not have and would not reasonably be expected to have a Material Adverse Effect on HuntingtonBanknorth. (c) Banknorth and its Board of Directors have taken all action necessary, including by executing and delivering Amendment No. 1 to the Banknorth Rights Agreement in the form set forth in Exhibit F hereto, to (i) render the preferred stock purchase rights issued pursuant to the Banknorth Rights Agreement (the “Banknorth Rights”) inapplicable to this Agreement, the Stockholders Agreement and the transactions contemplated hereby and thereby, including, without limitation, the Migratory Merger, and (ii) ensure that (A) neither TD nor any of its Affiliates or Associates (as defined in the Banknorth Rights Agreement) is or will become an “Acquiring Person” (as defined in the Banknorth Rights Agreement) by reason of or as a result of the approval, execution, delivery or adoption of this Agreement or the Stockholders Agreement or the approval, adoption or consummation of the Mergers or any other transaction contemplated hereby or thereby, (B) neither a “Shares Acquisition Date” nor a “Distribution Date” (in each case as defined in the Banknorth Rights Agreement) shall occur by reason of or as a result of the approval, execution, delivery or adoption of this Agreement or the Stockholders Agreement or the approval, adoption or consummation of the Mergers or any other transaction contemplated hereby or thereby, (C) the Banknorth Rights shall not become exercisable or separate from the shares of Banknorth Common Stock to which they are attached by reason of or as a result of the approval, execution, delivery or adoption of this Agreement or the Stockholders Agreement or the approval, adoption or consummation of the Mergers or any other transaction contemplated hereby or thereby and (D) the Banknorth Rights shall expire immediately prior to the Migratory Merger Effective Time.

Authority; No Violation. (a) Huntington WABCO has full corporate power and authority to execute and deliver this Agreement and the WABCO Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the WABCO Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and declared advisable by the Board of Directors of HuntingtonWABCO. The Board of Directors of Huntington WABCO has determined directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s WABCO's stockholders for approval adoption at a duly held meeting of such stockholders the WABCO Stockholders Meeting (as defined in Section 5.3) and, except for the approval adoption of such issuance this Agreement by the affirmative vote of the holders of a majority of votes cast on such proposal at such meetingthe outstanding shares of WABCO Common Stock, no other corporate proceedings on the part of Huntington WABCO are necessary to approve and adopt this Agreement or and the WABCO Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. This Each of this Agreement and the WABCO Option Agreement has been duly and validly executed and delivered by Huntington WABCO and (assuming due authorization, execution and delivery by SkyMotivePower of this Agreement and the WABCO Option Agreement) constitutes the a valid and binding obligation of HuntingtonWABCO, enforceable against Huntington WABCO in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies)terms. (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement or the WABCO Option Agreement by Huntington or Merger Sub, WABCO nor the consummation by Huntington or Merger Sub WABCO of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington or Merger WABCO with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter WABCO Certificate of Incorporation or the Huntington Bylaws, WABCO By-Laws or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 2.4 are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, WABCO or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington WABCO or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indentureindenture or other agreement, deed instrument for borrowed money, any guarantee of trust, any agreement or instrument for borrowed money or any license, lease, lease or any other agreement or other instrument or obligation ("Material Agreement") to which Huntington WABCO or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to havewhich, either individually or in the aggregate, will not have a Material Adverse Effect on HuntingtonWABCO.

Authority; No Violation. (a) Huntington Piedmont has full requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions of Piedmont contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions of Piedmont contemplated hereby have been duly and validly authorized and approved by the Board of Directors of HuntingtonPiedmont Board. The Piedmont Board of Directors of Huntington has determined that the Piedmont Merger, on substantially the terms and conditions set forth in this Agreement Agreement, is advisable and the transactions contemplated hereby are in the best interests of Huntington Piedmont and its stockholders stockholders, and that the Agreement and the transactions of Piedmont contemplated hereby are at a price and terms that are fair to and in the best interest of Piedmont and its stockholders. The Piedmont Board has directed that the issuance of Huntington Common Stock in connection with the Merger this Agreement, be submitted to HuntingtonPiedmont’s stockholders for approval consideration at a duly held meeting of such stockholders and, except and has recommended that Piedmont’s stockholders vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby. Except for the approval of such issuance this Agreement by the affirmative vote of a majority the holders of votes cast on such proposal two-thirds of the outstanding shares of Piedmont Common Stock entitled to vote at such meeting, no other corporate proceedings on the part of Huntington Piedmont are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington Piedmont and (assuming due authorization, execution and delivery by SkyYadkin and Vantage) constitutes the valid and binding obligation of HuntingtonPiedmont, enforceable against Huntington Piedmont in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally or by 12 U.S.C. Section 1818(b)(6)(D) (or any successor statute) and the availability any bank regulatory powers and subject to general principles of equitable remediesequity). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington or Merger SubPiedmont, nor the consummation by Huntington or Merger Sub Piedmont of the transactions contemplated hereby, nor compliance by Huntington or Merger Piedmont with any of the terms or provisions of this Agreement, will (i) assuming that stockholder approval referred to in Section 5.3(a) has been obtained, violate any provision of the Huntington Charter Piedmont Certificate or the Huntington Bylaws, Piedmont Bylaws or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, approvals and filings referred to in Section 4.4 5.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction applicable to HuntingtonPiedmont, any of or its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington or any of its Subsidiaries Piedmont under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Piedmont is a party or by which it or any of them or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntingtonis bound.

Authority; No Violation. (a) Huntington has Central Jersey and Central Jersey Bank have full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of Central Jersey and to the receipt of the Consents of the Regulatory Authorities, to consummate the transactions contemplated hereby. The Boards of Directors of Central Jersey and Central Jersey Bank have duly and validly approved this Agreement and the transactions contemplated hereby, have authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Agreement, have been duly and validly approved by the Board of Directors of Huntington. The Board of Directors of Huntington has determined directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to HuntingtonCentral Jersey’s stockholders shareholders for approval at a duly held meeting of such stockholders shareholders and, except for the approval adoption of such issuance Agreement by its shareholders and the affirmative vote execution and filing of a majority the Certificate of votes cast on such proposal at such meetingMerger, no other corporate proceedings proceeding on the part of Huntington are Central Jersey or Central Jersey Bank is necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by Huntington and (assuming due authorization, execution and delivery by Sky) Kearny and Kearny Bank), constitutes the valid and binding obligation of HuntingtonCentral Jersey and Central Jersey Bank, and is enforceable against Huntington Central Jersey and Central Jersey Bank in accordance with its terms (terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization receivership or similar laws affecting the enforcement of creditors’ rights of creditors generally and except that the availability of the equitable remedies)remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington Central Jersey or Merger Sub, Central Jersey Bank nor the consummation by Huntington Central Jersey or Merger Sub Central Jersey Bank of the transactions contemplated herebyhereby including the Bank Merger, nor compliance by Huntington Central Jersey or Merger Central Jersey Bank with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of the Huntington Charter Certificate of Incorporation or By-laws of Central Jersey or the Huntington BylawsArticles of Association and Bylaws of Central Jersey Bank or any governing documents of any of their subsidiaries, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, Consents of the Regulatory Authorities and approvals and filings referred to in Section 4.4 herein are duly obtained and/or madeobtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, any of its Subsidiaries Central Jersey or Central Jersey Bank or any of their subsidiaries or their respective properties or assets assets, or (Biii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, by or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington Central Jersey or Central Jersey Bank or any of its Subsidiaries their subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Huntington Central Jersey, Central Jersey Bank or any of its Subsidiaries their subsidiaries is a partyParty, or by which they it or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause in the case of clauses (ii) and (iii) that are as would not reasonably likely to have, either individually or in the aggregate, constitute a Material Adverse Effect on HuntingtonCentral Jersey. (c) No appraisal or dissenters’ rights shall be available to holders of Central Jersey Shares in connection with the Merger.

Authority; No Violation. (a) Huntington Mid Penn has full corporate power and authority to execute and deliver this Agreement and, subject (i) to receipt of the Regulatory Approvals and (ii) the approval by Mid Penn’s shareholders of the issuance of the Mid Penn Common Stock to be issued in the Merger pursuant to Nasdaq Listing Rules (the “Mid Penn Shareholder Approval”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Mid Penn and the consummation by Mid Penn of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by the Board of Directors of Huntington. The Board of Directors of Huntington has determined that this Agreement Mid Penn, and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, no other corporate proceedings on the part of Huntington Mid Penn, except for the Mid Penn Shareholder Approval, the execution and delivery of the Bank Plan of Merger by Mid Penn Bank and the consent of the sole shareholder of Mid Penn Bank, are necessary to approve this Agreement or to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by Huntington Mid Penn and, subject to the receipt of the Regulatory Approvals the Mid Penn Shareholder Approval and (assuming due authorization, and valid execution and delivery of this Agreement by Sky) William Penn, constitutes the valid and binding obligation of HuntingtonMid Penn, enforceable against Huntington Mid Penn in accordance with its terms (except as may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights generally, and subject, as to enforceability, to general principles of creditors generally and the availability of equitable remedies)equity. (b) Merger Sub has full limited liability company power Subject to receipt of Regulatory Approvals, the Mid Penn Shareholder Approval and authority to execute William Penn’s and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger SubMid Penn’s compliance with any conditions contained herein, and no other proceedings on the part of Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by Merger Sub and Mid Penn, (ii) the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub , and (assuming due authorization, execution and delivery by Skyiii) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, nor the consummation by Huntington or Merger Sub of the transactions contemplated hereby, nor compliance by Huntington or Merger Mid Penn with any of the terms or provisions hereof will not (A) conflict with or result in a breach of this Agreement, will (i) violate any provision of the Huntington Charter articles of incorporation or the Huntington Bylawsbylaws of Mid Penn or any similar governing documents of any of Mid Penn’s Subsidiaries, including Mid Penn Bank, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (AB) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, Mid Penn or any of its Subsidiaries Mid Penn Subsidiary or any of their respective properties or assets assets, or (BC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien upon any of the respective properties or assets of Huntington Mid Penn or any of its Subsidiaries under, Mid Penn Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be bound or affected, except except, with respect to (B) and (C), for such any violations, conflicts, breaches breaches, defaults or defaults with respect to clause (iii) that are not reasonably likely to haveother occurrences which would not, either individually or in the aggregate, constitute a Material Adverse Effect on HuntingtonEffect.

Authority; No Violation. (a) Huntington has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of Huntington. The Board of Directors of Huntington has determined that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except shareholders. Except for the adoption and approval of such issuance the Bank Merger Agreement by the affirmative vote board of a majority directors of votes cast on such proposal at such meetingThe Huntington National Bank and Huntington as its sole shareholder, no other corporate proceedings on the part of Huntington are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington H▇▇▇▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by SkyVeritex) constitutes the a valid and binding obligation of Huntington, enforceable against Huntington in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Huntington Common Stock to be issued in the Merger have been validly authorized and, insolvencywhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past shareholder of Huntington will have any preemptive right or similar laws affecting the rights of creditors generally and the availability of equitable remedies)in respect thereof. (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington or Merger SubHuntington, nor the consummation by Huntington or Merger Sub of the transactions contemplated hereby, nor compliance by Huntington or Merger with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of the Huntington Charter Articles or the Huntington Bylaws, Bylaws or comparable governing documents of any Huntington Subsidiary or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (Ax) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (ii) above) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults with respect to clause (iii) that are not reasonably likely to havecreations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Huntington.

Authority; No Violation. (a) Huntington Seller has full corporate power and authority to execute and deliver this Agreement and the Seller Ancillary Documents and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Seller Ancillary Documents and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved and adopted by the Board of Directors of HuntingtonSeller. The Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, no No other corporate proceedings on the part of Huntington Seller are necessary to approve this Agreement and the Seller Ancillary Documents or to consummate the transactions contemplated hereby. This Agreement has been been, and the Seller Ancillary Documents have been, or will at Closing be, duly and validly executed and delivered by Huntington Seller and (assuming due authorization, execution and delivery by SkyBuyers or the other party thereto, as applicable, and receipt of the Chapter 11 Court Order (as hereinafter defined)) constitutes constitute the valid and binding obligation obligations of HuntingtonSeller, enforceable against Huntington Seller in accordance with its their terms. (b) The Companies each have full corporate power and authority to execute and deliver the Company Ancillary Documents and to consummate the transactions contemplated thereby. The execution and delivery of the Company Ancillary Documents and the consummation of the transactions contemplated thereby have been duly, validly and unanimously approved and adopted by the Board of Directors of each of the Companies. No other corporate proceedings on the part of Seller or the Companies are necessary to approve the Company Ancillary Documents or to consummate the transactions contemplated thereby. The Company Ancillary Documents have each been, or will at Closing be, duly and validly executed and delivered by the Companies and (assuming due authorization, execution and delivery by Buyers or the other party thereto, as applicable) constitute the valid and binding obligations of the Companies, enforceable against the Companies in accordance with their respective terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the availability of equitable remedies“Bankruptcy and Equity Exception”). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement or the Seller Ancillary Documents by Huntington or Merger SubSeller, nor the consummation by Huntington or Merger Sub Seller of the transactions contemplated hereby, nor compliance by Huntington or Merger Seller with any of the terms or provisions of this Agreement, nor the execution and delivery of the Company Ancillary Documents by the Companies, nor the consummation by the Companies of the transactions contemplated thereby, will (i) violate any provision of the Huntington Charter articles of incorporation or bylaws of Seller, the Huntington Bylaws, Company Articles or Company Bylaws or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulationLaw, judgment, order, writ, injunction or decree or Injunction applicable to HuntingtonSeller, the Companies, any of its their Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington Seller, the Companies or any of its their Subsidiaries under, or trigger or change any rights or obligations (including any increase in payments owed) or require the consent of any Person under, or give rise to a right of cancellation, vesting, payment, exercise, suspension or revocation of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, or other instrument or obligation to which Huntington Seller, any of the Companies or any of its their Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntingtonis bound.

Authority; No Violation. (a) Huntington Subject to the approval of this Agreement and the transactions contemplated hereby by the shareholders of State Bancorp, and subject to the parties obtaining all necessary regulatory approvals, State Bancorp has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof and SBLI has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby in accordance with the terms thereof. On or prior to the date of this Agreement, State Bancorp’s Board of Directors, (i) determined that this Agreement and the Merger are fair to and in the best interests of State Bancorp and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby and (iii) resolved to recommend that the shareholders of State Bancorp approve this Agreement at the State Bancorp Shareholders Meeting (the “State Bancorp Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of HuntingtonState Bancorp. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except SBLI. Except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meetingapprovals described in paragraph (b) below, no other corporate proceedings on the part of Huntington State Bancorp or SBLI are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington State Bancorp, and (assuming due authorization, execution and delivery by Sky) constitutes the a valid and binding obligation of HuntingtonState Bancorp, enforceable against Huntington State Bancorp in accordance with its terms (except as may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors and remedies generally and the availability subject, as to enforceability, to general principles of equitable remedies)equity, whether applied in a court of law or a court of equity. (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington State Bancorp or the execution and delivery of the Bank Merger SubAgreement by SBLI, nor the consummation by Huntington or Merger Sub State Bancorp of the transactions contemplated herebyhereby in accordance with the terms hereof or the consummation by SBLI of the transactions contemplated thereby in accordance with the terms thereof, nor or compliance by Huntington or Merger State Bancorp with any of the terms or provisions hereof or compliance by SBLI with any of this Agreementthe terms of provisions thereof, will (i) violate any provision of the Huntington State Bancorp’s or SBLI’s Charter or the Huntington BylawsDocuments, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 set forth below are duly obtained and/or madeobtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, any of its Subsidiaries State Bancorp or SBLI or any of their respective properties or assets assets, or (Biii) except as set forth in the State Bancorp Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington State Bancorp or any of its Subsidiaries SBLI under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington State Bancorp or any of its Subsidiaries SBLI is a party, or by which they either or both of them or any of their respective properties or assets may be bound or affectedaffected except, except for such violations, conflicts, breaches or defaults with respect to clause (ii) and (iii) that are not reasonably likely to haveabove, either such as individually or and in the aggregate, aggregate will not have a Material Adverse Effect on HuntingtonState Bancorp. Except as would not have a Material Adverse Effect on State Bancorp and for consents and approvals of or filings or registrations with or notices to the Office of the Comptroller of the Currency (the “OCC”), the Board of Governors of the Federal Reserve System (the “FRB”), the SEC, Treasury, applicable state securities bureaus or commissions and the shareholders of State Bancorp, or as listed in the State Bancorp Disclosure Schedule, no consents or approvals of or filings or registrations with or notices to any federal or state governmental authority, instrumentality or administrative agency or, to the knowledge of State Bancorp, any third party are necessary on behalf of State Bancorp or SBLI in connection with (x) the execution and delivery by State Bancorp of this Agreement and (y) the consummation by State Bancorp of the transactions contemplated hereby and (z) the execution and delivery by SBLI of the Bank Merger Agreement and the consummation by SBLI of the transactions contemplated thereby. To the knowledge of State Bancorp, there is no reason why the consents and approvals referenced in the preceding sentence will not be obtained in a timely fashion.

Authority; No Violation. (a) Huntington TriCo has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of regulatory and shareholder approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the TriCo Board of Directors of Huntington(the “TriCo Board”). The Board of Directors of Huntington TriCo Board, at a meeting duly called and held, has determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Huntington the TriCo shareholders and its stockholders and has directed resolved to recommend that the issuance holders of Huntington TriCo Common Stock vote in connection with favor of approval and adoption of this Agreement and the consummation of the transactions contemplated hereby, including the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except and the Bank Merger. Except for the approval adoption of such issuance this Agreement by the affirmative vote of the holders of a majority of votes cast on such proposal at such meetingthe outstanding shares of TriCo Common Stock (the “Requisite TriCo Vote”), no other further corporate proceedings on the part of Huntington the TriCo Board, the shareholders of TriCo or the Tri Counties Bank Board of Directors (except for matters related to setting the date, time, place and record date for said meeting) are necessary in order to authorize or approve this Agreement or to consummate the transactions contemplated herebyhereby including the Merger and the Bank Merger. This Agreement has been duly and validly executed and delivered by Huntington TriCo and (assuming due authorization, execution and delivery by SkyNorth Valley of this Agreement) this Agreement constitutes the a valid and binding obligation of HuntingtonTriCo, enforceable against Huntington TriCo in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or fraudulent conveyance and similar laws Laws affecting creditors’ rights and remedies generally. All corporate proceedings on the rights part of creditors generally and TriCo necessary to consummate the availability of equitable remedies)transactions contemplated hereby will have been taken prior to the Effective Time. (b) Merger Sub Tri Counties Bank has full limited liability company corporate or other power and authority to execute and deliver this the Bank Merger Agreement and, subject to the receipt of regulatory and shareholder approvals, to consummate the transactions contemplated herebythereby. The execution and delivery of this the Bank Merger Agreement and the consummation of the transactions contemplated hereby have been thereby will be duly and validly approved by the Board of Directors of Tri Counties Bank and by TriCo as the sole member shareholder of Merger Sub, and no other Tri Counties Bank prior to the Effective Time. All corporate proceedings on the part of Merger Sub are Tri Counties Bank and by TriCo as sole shareholder of Tri Counties Bank necessary to authorize consummate the transactions contemplated hereby will have been taken prior to the Effective Time. The Bank Merger Agreement, upon execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been Tri Counties Bank, will be duly and validly executed and delivered by Merger Sub Tri Counties Bank and will (assuming due authorization, execution and delivery by SkyNorth Valley Bank) constitutes the constitute a valid and binding obligation of Merger SubTri Counties Bank, enforceable against Merger Sub Tri Counties Bank in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or fraudulent conveyance and similar laws Laws affecting the creditors’ rights of creditors generally and the availability of equitable remedies)remedies generally. (c) Neither the execution and delivery of this Agreement by Huntington TriCo or the Bank Merger Sub, Agreement by Tri Counties Bank nor the consummation by Huntington TriCo or Merger Sub its Subsidiaries, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington TriCo or Merger its Subsidiaries, as the case may be, with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter Articles of Incorporation or Bylaws of TriCo or the Huntington BylawsArticles of Incorporation or Bylaws (or the equivalent documents) of its Subsidiaries, or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 are duly obtained and/or madeobtained, (Ax) violate in any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction material respect any Laws applicable to Huntington, any of TriCo or its Subsidiaries or any of their respective properties or assets assets, or (By) violate, violate or conflict in any material respect with, result in a material breach of any provision of or the loss of any benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington TriCo or any of its Subsidiaries under, under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Huntington TriCo or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

Authority; No Violation. (a) Huntington MRCC has full all requisite corporate power and authority to execute and deliver this Agreement and and, subject to any MRCC Requisite Vote, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved by the Board MRCC Board, including, after separate meetings and discussion, all of the Independent Directors of HuntingtonMRCC. The Board MRCC Board, including, after separate meetings and discussion, all of the Independent Directors of Huntington MRCC, has unanimously (i) determined that (A) this Agreement and the transactions contemplated hereby terms of the Merger and the Transactions are advisable and in the best interests of Huntington MRCC and its (B) the interests of MRCC’s existing stockholders and has will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved the MRCC Matters, (iii) directed that the issuance of Huntington Common Stock in connection with the Merger MRCC Matters be submitted to HuntingtonMRCC’s stockholders for approval at a duly held meeting of such stockholders and(the “MRCC Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of MRCC adopt and approve the MRCC Matters (such recommendation, except the “MRCC Board Recommendation”).” Except for the approval receipt of such issuance by the affirmative vote of a majority of the votes entitled to be cast on such proposal the matter by the holders of outstanding shares of MRCC Common Stock to approve the MRCC Matters at such meetinga duly held meeting of MRCC stockholders (the “MRCC Requisite Vote”), no the Merger and the other Transactions have been authorized by all necessary corporate proceedings action on the part of Huntington are necessary to approve this Agreement or to consummate the transactions contemplated herebyMRCC. This Agreement has been duly and validly executed and delivered by Huntington MRCC and (assuming due authorization, execution and delivery by SkyHRZN, Merger Sub, MRCC Advisor and HRZN Advisor) constitutes the valid and binding obligation of HuntingtonMRCC, enforceable against Huntington MRCC in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the availability of equitable remedies“Bankruptcy and Equity Exception”)). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington or Merger SubMRCC, nor the consummation by Huntington or Merger Sub MRCC of the transactions contemplated herebyTransactions, nor compliance by Huntington or Merger with any of the terms or provisions performance of this AgreementAgreement by MRCC, will (i) violate any provision of the Huntington MRCC Charter or the Huntington MRCC Bylaws, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, approvals and filings referred to in Section 4.4 3.3(a) and Section 3.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or Injunction Order applicable to Huntington, MRCC or any of its Consolidated Subsidiaries or any of their respective properties or assets or (B) except as set forth in any Contract that was Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Huntington MRCC or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Huntington MRCC or any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affectedexcept, except for such violations, conflicts, breaches or defaults with respect to clause (iii) ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that are not reasonably likely to havewould not, either individually or in the aggregate, reasonably be expected to be material to MRCC and its Consolidated Subsidiaries, taken as a Material Adverse Effect on Huntingtonwhole. Section 3.3(b) of the MRCC Disclosure Schedule sets forth, to MRCC’s knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) Huntington The Seller has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Huntingtonthe Seller. The Board of Directors of Huntington the Seller has determined directed that this Agreement and the transactions contemplated hereby are in hereby, including the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger Merger, be submitted to Huntington’s the stockholders of the Seller for approval at a duly held meeting of such stockholders and, except for the approval adoption of such issuance this Agreement by the affirmative vote of a majority of votes cast on such proposal at such meetingSeller's stockholders, no other corporate action and no other corporate proceedings on the part of Huntington the Seller are necessary to approve authorize this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Huntington the Seller and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Huntingtonthe Seller, enforceable against Huntington the Seller in accordance with its terms (terms, except as that enforcement thereof may be limited by bankruptcythe receivership, insolvency, moratorium, reorganization or similar laws affecting the rights conservatorship and supervisory powers of creditors generally and the availability of equitable remedies)bank regulatory agencies generally. (b) Merger Sub The Seller Bank has full limited liability company power and authority to execute and deliver this Agreement the Bank Merger Agreement, to perform its obligations thereunder and to consummate the transactions contemplated herebythereby. The execution and delivery of this Agreement the Bank Merger Agreement, the performance of its obligations thereunder and the consummation of the transactions contemplated hereby thereby have been duly and validly approved by the unanimous action of the Board of Directors of the Seller Bank and the Seller as the sole member stockholder of Merger Sub, the Seller Bank. No other corporate action and no other corporate proceedings on the part of Merger Sub the Seller Bank are necessary to authorize the Bank Merger Agreement or the performance of the Seller Bank's obligations thereunder or to consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been Seller Bank, will be duly and validly executed and delivered by Merger Sub the Seller Bank and (assuming due authorizationwill constitute a legal, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Subthe Seller Bank, enforceable against Merger Sub the Seller Bank in accordance with its terms (terms, except as that enforcement thereof may be limited by bankruptcythe receivership, insolvency, moratorium, reorganization or similar laws affecting the rights conservatorship and supervisory powers of creditors generally and the availability of equitable remedies)bank regulatory agencies generally. (c) Neither the execution and delivery of this Agreement by Huntington the Seller nor the consummation by the Seller of the transactions contemplated hereby or thereby; nor the execution and delivery of the Bank Merger SubAgreement by the Seller Bank, nor the consummation by Huntington or Merger Sub the Seller Bank of the transactions contemplated hereby, thereby; nor compliance by Huntington the Seller or Merger the Seller Bank with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter or the Huntington Bylaws, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.04 hereof are duly obtained and/or madeobtained, (A) violate any statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntingtonthe Seller or the Seller Bank or by which any property or asset of the Seller or the Seller Bank is bound or affected, any of its Subsidiaries or any of their respective properties or assets or (Bii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington the Seller or any of its Subsidiaries under, the Seller Bank under any of the terms, conditions or provisions of (A) the Articles of Incorporation or other charter document of like nature or By-laws of the Seller or the Seller Bank, or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington or any of its Subsidiaries the Seller is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except except, in the case of clause (ii)(B) above, for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, which either individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect on Huntingtonthe Seller.

Authority; No Violation. (a) Huntington Jefferson has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of HuntingtonJefferson. The Board of Directors of Huntington Jefferson has determined that the Merger, on the terms and conditions set forth in this Agreement and the transactions contemplated hereby are Agreement, is in the best interests of Huntington Jefferson and its stockholders shareholders and has directed that the issuance of Huntington Common Stock in connection with the Merger this Agreement be submitted to HuntingtonJefferson’s stockholders shareholders for approval at a duly held meeting of such stockholders and, except shareholders and has adopted a resolution to the foregoing effect. Except for the approval of such issuance this Agreement by the affirmative vote of the holders of a majority of votes cast on such proposal at such meetingthe outstanding shares of Jefferson Common Stock (the “Jefferson Shareholder Approval”), no other corporate proceedings on the part of Huntington Jefferson are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Huntington Jefferson and (assuming due authorization, execution and delivery by SkyHomeTrust) constitutes the a valid and binding obligation of HuntingtonJefferson, enforceable against Huntington Jefferson in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the availability of equitable remedies“Enforceability Exception”)). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by Huntington Jefferson or the Bank Plan of Merger Subby Jefferson Federal Bank, nor the consummation by Huntington or Merger Sub of the transactions contemplated herebyMerger by Jefferson or the Bank Merger by Jefferson Federal Bank, nor compliance by Huntington Jefferson or Merger Jefferson Federal Bank with any of the terms or and provisions of this AgreementAgreement or the Bank Plan of Merger, will (i) assuming the Jefferson Shareholder Approval is obtained, violate any provision of the Huntington Jefferson Charter or Jefferson Bylaws or the Huntington Bylaws, organization or governing documents of any Jefferson Subsidiary or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consentsfilings, notices, consents and approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or made, as applicable, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, Jefferson or any of its Subsidiaries or any of their respective properties or assets or (By) except as set forth in Section 3.3(b) of the Jefferson Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington Jefferson or any of its Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Huntington Jefferson or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntingtonbound.

Authority; No Violation. (a) Huntington Subject to the parties obtaining all necessary regulatory approvals, Valley has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof, and VNB has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby in accordance with the terms thereof. The On or prior to the date of this agreement, (i) Valley’s Board of Directors, by resolution duly adopted by unanimous vote of those voting at a meeting duly called and held, approved the Merger and the Charter Amendment (as hereinafter defined) and determined it to be in the best interests of Valley’s shareholders, and (ii) a special committee of Valley’s Board of Directors, by resolution duly adopted by unanimous vote of those voting at a meeting duly called and held, approved this Merger Agreement. Except for the approval of the potential Valley Charter Amendment (as hereinafter defined), the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of HuntingtonValley. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except VNB. Except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meetingapprovals described in paragraph (b) below, no other corporate proceedings on the part of Huntington Valley or VNB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington and (Valley and, assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Huntington, enforceable against Huntington in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization1st United, execution and delivery by Sky) constitutes the a valid and binding obligation of Merger SubValley, enforceable against Merger Sub Valley in accordance with its terms (except as may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors and remedies generally and the availability subject, as to enforceability, to general principles of equitable remedies)equity, whether applied in a court of law or a court of equity. (cb) Neither the execution and delivery of this Agreement by Huntington or Valley nor the execution and delivery of the Bank Merger SubAgreement by VNB, nor the consummation by Huntington or Merger Sub Valley of the transactions contemplated hereby, nor compliance hereby in accordance with the terms hereof or the consummation by Huntington or Merger with any VNB of the transactions contemplated thereby in accordance with the terms or provisions of this Agreementthereof, will (i) violate any provision of the Huntington Valley Charter or the Huntington BylawsDocuments, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 set forth below are duly obtained and/or madeobtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, any of its Subsidiaries Valley or VNB or any of their respective properties or assets assets, or (Biii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington Valley or any of its Subsidiaries VNB under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Valley or any of its Subsidiaries VNB is a party, or by which they Valley or VNB or any of their respective properties or assets may be bound or affected, except for such violationsexcept, conflicts, breaches or defaults with respect to clause (ii) and (iii) that are not reasonably likely to haveabove, either such as individually or in the aggregate, aggregate will not have a Material Adverse Effect on HuntingtonValley. Except as would not constitute a Material Adverse Effect on Valley and for consents and approvals of or filings or registrations with or notices to the OCC, the FDIC (including the consent to the assignment of the Shared-Loss Agreements), the FRB, the SEC, and the shareholders of Valley, no consents or approvals of or filings or registrations with or notices to any federal or state governmental authority, instrumentality or administrative agency or, to the knowledge of Valley, any third party are necessary on behalf of Valley or VNB in connection with (a) the execution and delivery by Valley of this Agreement, (b) the consummation by Valley of the transactions contemplated hereby and (c) the execution and delivery by VNB of the Bank Merger Agreement and the consummation by VNB of the transactions contemplated thereby. To the knowledge of Valley, there is no reason why the consents and approvals referenced in the preceding sentence will not be obtained in a timely fashion.

Authority; No Violation. (a) Huntington Each of Catskill and its Subsidiaries has full corporate power and authority to execute and deliver this Agreement and the Option Agreement and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of HuntingtonCatskill. The Board of Directors of Huntington Catskill has determined directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders Catskill's shareholders for approval at a duly held special meeting of such stockholders shareholders and, except for the approval adoption of such issuance this Agreement by the affirmative requisite vote of a majority of votes cast on such proposal at such meetingCatskill's shareholders, no other corporate proceedings on the part of Huntington Catskill (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Option Agreement will be, duly and validly executed and delivered by Huntington Catskill and (assuming due authorization, execution and delivery by Sky▇▇▇▇ of this Agreement and by ▇▇▇▇ of the Option Agreement) constitutes the will constitute valid and binding obligation obligations of HuntingtonCatskill, enforceable against Huntington Catskill in accordance with its terms (their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors' rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Merger Sub Catskill Bank has full limited liability company corporate power and authority to execute and deliver this the Bank Merger Agreement and and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated herebythereby. The execution and delivery of this the Bank Merger Agreement and the consummation of the transactions contemplated hereby thereby have been duly and validly approved by the Board of Directors of Catskill Bank and by Catskill as the sole member shareholder of Merger Sub, and no Catskill Bank. No other corporate proceedings on the part of Merger Sub are Catskill Bank will be necessary to authorize consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been Catskill Bank, will be duly and validly executed and delivered by Merger Sub Catskill Bank and will (assuming due authorization, execution and delivery by Sky▇▇▇▇ Bank) constitutes the constitute a valid and binding obligation of Merger SubCatskill Bank, enforceable against Merger Sub Catskill Bank in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors' rights of creditors generally and the availability of equitable remedies)remedies generally. (c) Neither the execution and delivery of this Agreement and the Option Agreement by Huntington Catskill or the Bank Merger SubAgreement by Catskill Bank, nor the consummation by Huntington Catskill or Merger Sub Catskill Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington Catskill or Merger Catskill Bank with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter Certificate of Incorporation or the Huntington Bylaws, By-Laws of Catskill and each of its Subsidiaries or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 hereof are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction Laws (as defined in Section 9.13) applicable to Huntington, any Catskill and each of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington or any Catskill and each of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington or any Catskill and each of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

Authority; No Violation. (a) Huntington Troy has full corporate power and authority to execute and deliver deliv▇▇ this Agreement and the Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement, subject to receipt of the required regulatory approvals specified herein, and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of HuntingtonTroy. The Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, no No other corporate proceedings on the part of Huntington Troy are necessary nece▇▇▇▇y to approve this Agreement or to the Option Agreement o▇ ▇▇ consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Option Agreement will be, duly and validly executed and delivered by Huntington Troy and (assuming due authorization, execution and delivery by SkyCatski▇▇) constitutes the will constitute valid and binding obligation obligations of HuntingtonTroy, enforceable against Huntington Troy in accordance with its terms (except as their terms, exce▇▇ ▇s enforcement may be limited lim▇▇▇▇ by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws law affecting the creditors' rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Merger Sub Troy Bank has full limited liability company corporate power and authority to execute and deliver this deliv▇▇ the Bank Merger Agreement and and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated herebythereby. The execution and delivery of this the Bank Merger Agreement and the consummation of the transactions contemplated hereby thereby have been duly and validly approved by the Board of Directors of Troy Bank and by Troy as the sole member shareholder of Merger Sub, and no other proceedings on Troy Bank. All corp▇▇▇▇e proceeding▇ ▇n the part of Troy Bank neces▇▇▇▇ to consummate the transactions contemplated ther▇▇▇ have been taken. The Bank Merger Sub are necessary to authorize the Agreement, upon execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been Troy Bank, will be duly and validly executed and delivered by Merger Sub Troy ▇▇▇k and will (assuming due authorization, execution and delivery deliv▇▇▇ by SkyCatskill Bank) constitutes the constitute a valid and binding obligation of Merger SubTroy Bank, enforceable against Merger Sub Troy Bank in accordance with its terms (term▇, except as enforcement may be limited ▇▇▇ited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors' rights of creditors generally and the availability of equitable remedies)remedies generally. (c) Neither the execution and delivery of this Agreement or the Option Agreement by Huntington Troy or the Bank Merger SubAgreement by Troy Bank, nor the consummation by Huntington or Merger Sub consummatio▇ ▇▇ Troy, of the transactions contemplated herebycontemp▇▇▇▇d hereby or thereby, nor compliance compl▇▇▇▇e by Huntington Troy or Merger Troy Bank with any of the terms or provisions of this Agreementhereof or ther▇▇▇, will wi▇▇ (i) violate any provision of the Huntington Certificate of Incorporation or Bylaws of Troy or the Charter or By-Laws of Troy Bank, as the Huntington Bylawscase may be, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii▇▇) assuming that the consents, consents a▇▇ approvals and filings referred to in Section 4.4 4.3 are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction Laws applicable to HuntingtonTroy, any of its Subsidiaries Troy Bank or any of their respective properties or assets assets, or (B▇) violate▇▇▇▇▇▇▇, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington Troy or any of its Subsidiaries under, Troy Bank under any of the terms, conditions or provisions of any note▇▇▇ not▇, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Troy or any of its Subsidiaries Troy Bank is a party, or by which they or any of their respective properties respe▇▇▇▇e pr▇▇▇▇ties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

Authority; No Violation. (ai) Huntington Comunibanc has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the Subsidiary Merger have been duly and validly approved by the Board of Directors of HuntingtonComunibanc. The Board of Directors of Huntington Comunibanc has determined determined, subject to Section 6.06 of this Agreement, that the Parent Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Comunibanc and its shareholders and has directed that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to HuntingtonComunibanc’s stockholders shareholders for approval (with the Comunibanc Board of Directors’ recommendation in favor of approval) at a duly held meeting of such stockholders andthe shareholders, except and has adopted a resolution to the foregoing effect. Except for the approval of such issuance this Agreement by the affirmative vote of the holders of a majority of votes cast on such proposal at such meetingthe outstanding shares of Comunibanc Common Stock (the “Requisite Comunibanc Vote”), and the adoption and approval of the Subsidiary Merger Agreement by Comunibanc as sole shareholder of ▇▇▇▇▇ County Bank, no other corporate proceedings on the part of Huntington Comunibanc are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington Comunibanc and (assuming due authorization, execution and delivery by SkyCivista) constitutes the a valid and binding obligation of HuntingtonComunibanc, enforceable against Huntington Comunibanc in accordance with its terms (except in all cases as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (cii) Neither the execution and delivery of this Agreement by Huntington or Merger Sub, Comunibanc nor the consummation by Huntington or Merger Sub Comunibanc of the transactions contemplated hereby, including the Parent Merger and the Subsidiary Merger, nor compliance by Huntington or Merger Comunibanc with any of the terms or provisions of this Agreementhereof, will (iA) violate any provision of the Huntington Charter or the Huntington Bylaws, (ii) violate any provision of Merger Sub’s Comunibanc Articles of Organization or LLC Agreement or (iiiB) assuming that the consents, consents and approvals and filings referred to in Section 4.4 5.01(d) are duly obtained and/or madeobtained, (A1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, Comunibanc or any of its Comunibanc Subsidiaries or any of their respective properties or assets or (B2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or payments, rebates, or reimbursements required under, or result in the creation of any Lien upon any of the respective properties or assets of Huntington Comunibanc or any of its Comunibanc Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Comunibanc or any of its Subsidiaries Comunibanc Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntingtonbe.

Authority; No Violation. (a) Huntington Cowlitz has full corporate power and authority to execute and deliver this Agreement and the Stock Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of HuntingtonCowlitz. The Board of Directors of Huntington has determined that this Agreement and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, no No other corporate proceedings on the part of Huntington Cowlitz are necessary to approve this Agreement or the Stock Option Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement and the Stock Option Agreement have been duly and validly executed and delivered by Cowlitz and (assuming due authorization, execution and delivery by Northern) each constitutes a valid and binding obligation of Cowlitz, enforceable against Cowlitz in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Cowlitz Bank has full corporate power and authority to execute and deliver this Agreement and the Plan of Merger and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Plan of Merger and the consummation of the transactions contemplated hereby has been duly and validly approved by the Board of Directors of Cowlitz Bank, no other corporate proceeding on the part of Cowlitz Bank will be necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington the Cowlitz Bank and (assuming due authorization, execution and delivery by SkyNorthern) constitutes the a valid and binding obligation of HuntingtonCowlitz Bank, enforceable against Huntington Cowlitz Bank in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization or receivership, conservatorship and similar laws affecting the creditors' rights of creditors generally and the availability of equitable remedies)remedies generally. (bc) Merger Sub has Interim Bank will have full limited liability company corporate power and authority to execute and deliver this Agreement the Plan of Merger and to consummate the transactions contemplated herebythereby. The execution and delivery of this Agreement the Plan of Merger and the consummation of the transactions contemplated hereby thereby will have been duly and validly approved by the sole member Board of Merger Sub, Directors of Interim Bank and no other proceedings corporate proceeding on the part of Merger Sub are Interim Bank will be necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of consummate the transactions contemplated herebythereby. This Agreement has been The Plan of Merger will be duly and validly executed and delivered by Merger Sub the Interim Bank and (assuming due authorization, execution and delivery by SkyNorthern) constitutes the a valid and binding obligation of Merger SubInterim Bank, enforceable against Merger Sub Interim Bank in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization or receivership, conservatorship and similar laws affecting the creditors' rights of creditors generally and the availability of equitable remedies)remedies generally. (cd) Neither Except as set forth in Section 5.2(d) of the disclosure schedule of Cowlitz delivered to Northern concurrently herewith (the "Cowlitz Disclosure Schedule"), neither the execution and delivery of this Agreement, the Plan of Merger, or the Stock Option Agreement by Huntington Cowlitz or Merger SubCowlitz Bank, nor the consummation by Huntington Cowlitz or Merger Sub Cowlitz Bank of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington Cowlitz or Merger Cowlitz Bank with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter Articles of Incorporation or Bylaws of Cowlitz or any of the Huntington Bylaws, similar governing documents of any of its Subsidiaries or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 5.3 are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, Cowlitz or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Huntington Cowlitz or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Cowlitz or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, which either individually or in the aggregate, aggregate will not have and would not reasonably be expected to have a Material Adverse Effect on HuntingtonCowlitz.

Authority; No Violation. (a) Huntington Buyer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Huntington. The Board of Directors of Huntington has determined that this Agreement Buyer and the transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the affirmative vote of a majority of votes cast on such proposal at such meeting, no other corporate proceedings on the part of Huntington Buyer are necessary to approve this Agreement or and to consummate the transactions trans actions contemplated hereby. This Agreement has been duly and validly executed and delivered by Huntington Buyer and (assuming due authorization, execution and delivery by Skythe Company) this Agreement constitutes the a valid and binding obligation of HuntingtonBuyer, enforceable against Huntington Buyer in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors' rights of creditors generally and the availability of equitable remedies)remedies generally. (b) Merger Sub Buyer Bank has full limited liability company corporate power and authority to execute and deliver this the Bank Merger Agreement and to consummate the transactions contemplated herebythereby. The execution and delivery of this the Bank Merger Agreement and the consummation of the transactions contemplated hereby have been thereby will be duly and validly approved by the Board of Directors of Buyer Bank. Upon the due and valid approval of the Bank Merger Agreement by Buyer as the sole member stockholder of Merger SubBuyer Bank, and by the Board of Directors of Buyer Bank, no other corporate proceedings on the part of Merger Sub are Buyer Bank will be necessary to authorize consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been Buyer Bank, will be duly and validly executed and delivered by Merger Sub Buyer Bank and will (assuming due authorization, execution and delivery by Skythe Company Bank) constitutes the constitute a valid and binding obligation of Merger SubBuyer Bank, enforceable against Merger Sub Buyer Bank in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors' rights of creditors generally and the availability of equitable remedies)remedies generally. (c) Neither the execution and delivery of this Agreement by Huntington Buyer or the Bank Merger SubAgreement by Buyer Bank, nor the consummation by Huntington Buyer or Merger Sub Buyer Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by Huntington Buyer or Merger Buyer Bank, as the case may be, with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of the Huntington Charter Articles of Incorporation or By-Laws of Buyer, or the Huntington Bylaws, articles of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 5.4 are duly obtained and/or madeobtained, (Ax) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction injunction applicable to Huntington, Buyer or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Huntington Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Huntington Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.