**Exhibit 10.7**

**REGISTRATION RIGHTS AGREEMENT**

THIS REGISTRATION RIGHTSAGREEMENT (the “Agreement”), dated as of June 8, 2005, is made betweenCardinal Financial Corporation, a Virginia corporation (the “Company”), John W.Fisher (“Fisher”) and James B. Moloney (“Moloney”).

W I T N E S S E T H:

WHEREAS, the Company and Wilson/Bennett CapitalManagement, Inc., a Virginia corporation (“Wilson/Bennett”), entered intoan Amended and Restated Agreement and Plan of Share Exchange dated May 26,2005 (the “Share Exchange Agreement”), pursuant to which the Company acquiredall of the shares of the capital stock of Wilson/Bennett; and

WHEREAS, pursuant to the Share Exchange Agreement,Fisher and Moloney, as the sole shareholders of Wilson/Bennett (collectively,the Shareholders”), acquired an aggregate of 611,111 shares of Common Stock (ashereinafter defined); and

WHEREAS, the Company has agreed to enter into thisAgreement to provide certain registration rights to the Shareholders in orderto facilitate the distribution of the shares of Common Stock acquired by thempursuant to the Share Exchange Agreement.

NOW, THEREFORE, inconsideration of the mutual covenants and agreements set forth herein, theCompany and the Shareholders hereby agree as follows:

**ARTICLEI**

***Definitions***

Except as otherwisespecified herein, capitalized terms used in this Agreement shall have therespective meanings assigned to such terms in the Share Exchange Agreement. Forpurposes of this Agreement, the following terms have the following meanings:

(a)   “Affiliate”shall have the meaning ascribed to such term in Rule 12b-2 under theExchange Act as in effect on the date of this Agreement.

(b)   “Blue SkyFiling” shall mean a filing made in connection with the registration orqualification of the Registrable Shares under a particular state’s securitiesor blue sky laws.

(c)   “CommonStock” shall mean the Common Stock, par value $1.00 per share, of the Company.

(d)   “EffectivePeriod,” with respect to the Registrable Shares, shall mean the period from thedate of effectiveness of the Registration Statement relating to the RegistrableShares under Section 2.2 below to the date that is two years from the dateof such effectiveness; *provided*, that,for each Holdback Period required by the Company under Article III of thisAgreement and for each Discontinuance Period (as defined in Section 2.4(k) below),the Effective Period shall be extended by the number of days during which theapplicable Holdback Period or Discontinuance Period was in effect.

(e)   “ExchangeAct” shall mean the Securities Exchange Act of 1934, as amended.

(f)    “Nasdaq”shall mean the Nasdaq Stock Market.

(g)   “Person”shall have the meaning set forth in Section 3(a)(9) of the ExchangeAct as in effect on the date of this Agreement, and shall include, withoutlimitation, corporations, partnerships, limited liability companies and trusts.

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(h)   “Prospectus”shall mean the prospectus included in a Registration Statement (including aprospectus that discloses information previously omitted from a prospectusfiled as part of an effective registration statement in reliance upon Rule 430Aunder the Securities Act), as amended or supplemented by any prospectussupplement, with respect to the terms of the offering of any portion of theRegistrable Shares covered by such Registration Statement, and all otheramendments and supplements to such prospectus, including post-effectiveamendments, and all material incorporated by reference or deemed to beincorporated by reference in any such prospectus.

(i)    “RegistrableShares” shall mean the shares of Common Stock that the Shareholders acquiredfrom the Company pursuant to the Share Exchange Agreement and such additionalshares of Common Stock that the Company may issue with respect to such sharespursuant to any stock splits, stock dividends, recapitalizations,restructurings, reclassifications or similar transactions.

(j)    “RegistrationStatement” shall mean a registration statement of the Company under theSecurities Act that covers the resale of the Registrable Shares pursuant to theterms of this Agreement, including the related Prospectus, all amendments andsupplements to such registration statement, including pre- and post-effectiveamendments, all exhibits thereto and all material incorporated by reference ordeemed to be incorporated by reference in such registration statement.

(k)   “SEC” shallmean the Securities and Exchange Commission.

(l)    “Securities Act” shall mean the Securities Act of 1933, asamended.

**ARTICLE II**

***Registrationof Securities***

**Section 2.1.**   **SecuritiesSubject to this Agreement.**   The securities entitled to thebenefits of this Agreement are the Registrable Shares. For the purposes of thisAgreement, one or more of the Registrable Shares will no longer be subject tothis Agreement when and to the extent that (i) a Registration Statementcovering such Registrable Shares has been declared effective under theSecurities Act and such Registrable Shares have been sold pursuant to sucheffective Registration Statement, (ii) such Registrable Shares aredistributed to the public pursuant to Rule 144 under the Securities Act, (iii) suchRegistrable Shares shall have been otherwise transferred or disposed of, newcertificates therefor not bearing a legend restricting further transfer ordisposition shall have been delivered by the Company and, at such time,subsequent transfer or disposition of such securities shall not requireregistration or qualification of such Registrable Shares under the SecuritiesAct or any similar state law then in force, or (iv) such RegistrableShares have ceased to be outstanding.

**Section 2.2.**   **DemandRegistration.**

(a)   TheShareholders shall have the right to make one written request to the Companyfor the registration of Registrable Shares subject to this Agreement that arebeneficially owned by the Shareholders at the time of the request, subject tothe following provisions:

(1)   The maximumnumber of Registrable Shares that may be included in such written request shallbe one-third of such shares; provided, however, that, in the event that (i) aChange of Control (as defined below) has occurred with respect to the Companyor (ii) the Company’s employment of Bernard H. Clineburg as its the chiefexecutive officer has terminated for any reason, such maximum number shall beall of such shares.

(2)   Forpurposes of this Section 2.2, a Change of Control occurs if (i) anyperson, including a “group” as defined in Section 13(d)(3) of theExchange Act becomes the owner or beneficial owner of Common Stock having 40%or more of the combined voting power of the then outstanding Common Stock thatmay be cast for the election of the Company’s directors other than a result ofan issuance of 

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securities initiated bythe Company, or open market purchases approved by the Company’s Board ofDirectors, as long as the majority of the Board of Directors approving the purchasesis a majority at the time that the purchases are made; or (ii) as thedirect or indirect result of, or in connection with, a tender or exchangeoffer, a merger or other business combination, a sale of assets, a contestedelection of directors, or any combination of these events, the persons who weredirectors of the Company before such events cease to constitute a majority ofthe Company’s Board of Directors, or any successor’s board, within two years ofthe last of such transactions. For purposes of Section 2.2(a)(1) above,a Change of Control occurs on the date on which an event described in (i) or(ii) above occurs. If a Change of Control occurs on account of a series oftransactions or events, the Change of Control occurs on the date of the last ofsuch transactions or events.

(3)   The maximumnumber of Registrable Shares subject to this Section 2.2(a) shall besubject to adjustment in the event that the Company issues additional shareswith respect to such shares pursuant to any stock splits, stock dividends,recapitalizations, restructurings, reclassifications or similar transactions.

(b)   TheShareholders shall have the right to make one additional request to the Companyfor the registration of Registrable Shares subject to this Agreement that arebeneficially owned by the Shareholders at the time of the request, providedthat the Shareholders have previously made a request under Section 2.2(a) aboveand subsequent to that request either (i) a Change of Control (as definedbelow) has occurred with respect to the Company or (ii) the Company’semployment of Bernard H. Clineburg as its the chief executive officer hasterminated for any reason. The maximum number of Registrable Shares that may beincluded in such additional request shall be all of the Registrable Shares,less any shares included in the prior request made under Section 2.2(a) above.

(c)   The Companyshall have the option to purchase the shares of Common Stock covered by arequest under either Section 2.2(a) or (b) above directly fromthe Shareholders. In order to exercise this option, the Company shall providethe Shareholders with written notice of its intention to do so to theShareholders within 10 days of the receipt of such request. The purchase ofsuch shares by the Company shall be completed with 30 days of the receipt ofsuch request, and the purchase price for the shares shall be the averageclosing sale price on Nasdaq for sales of shares of Common Stock for the 20days on which shares of Common Stock trade immediately preceding the fifth daybefore the date of such written notice from the Company, adjusted, ifnecessary, for any stock split or stock dividend, during such twenty (20) dayperiod.

(d)   Upon thereceipt of a request described in Section 2.2(a) or (b) above,and to the extent that the Company has not exercised the option set forth in Section 2.2(c) above,the Company shall (i) within 45 days of such request, file a RegistrationStatement with the SEC under the Securities Act to register the resale of theRegistrable Shares as set forth in such request and (ii) use its bestefforts to cause such Registration Statement to become effective as soon aspracticable after the filing thereof with the SEC. On or before the ClosingDate, the Company shall have listed on Nasdaq, on a when issued basis, theRegistrable Shares (except to the extent that such Registrable Shares have beenlisted previously).

(e)   The Companyshall use its best efforts to maintain the effectiveness of the RegistrationStatement relating to the Registrable Shares, and maintain the listing of suchshares, as applicable, on Nasdaq or any exchange or automated interdealerquotation system on which the Common Stock is then listed or quoted, during theEffective Period.

(f)    TheCompany shall not be obligated to register any of the Registrable Shares heldby an Affiliate of the Shareholders.

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**Section 2.3.**   **RegistrationProcedures.**   In order to comply with the requirements of Section 2.2above, the Company will:

(a)   prepare andfile with the SEC a Registration Statement covering the Registrable Shares on Form S-3,if the Company is eligible to use such form, or such other form or forms forwhich the Company then qualifies and that counsel for the Company shall deemappropriate, and which form shall be available for the sale of the RegistrableShares on a delayed or continuous basis in accordance with Rule 415 underthe Securities Act (or any successor rule); *provided*,however, that the methods of distribution permitted by such RegistrationStatement shall not include underwritten offerings.

(b)   prepare andfile with the SEC pre- and post-effective amendments to the RegistrationStatement and such amendments and supplements to the Prospectus used inconnection therewith as may be required by the rules, regulations orinstructions applicable to the registration form utilized by the Company, or bythe Securities Act or the rules and regulations thereunder, and cause theProspectus as so supplemented to be filed pursuant to Rule 424 under theSecurities Act, and otherwise comply with the provisions of the Securities Actwith respect to the disposition of the Registrable Shares;

(c)   furnish tothe Shareholders such number of copies of the Registration Statement and eachpre- and post-effective amendment thereto, any Prospectus or Prospectussupplement and each amendment thereto and such other documents as the Shareholdersmay reasonably request in order to facilitate the transfer or disposition ofthe Registrable Shares by the Shareholders;

(d)   make suchBlue Sky Filings, if necessary, to register or qualify the Registrable Sharesunder such state securities or blue sky laws of such jurisdictions as theShareholders may reasonably request, and do any and all other acts that may bereasonably necessary or advisable to enable the Shareholders to consummate thetransfer or disposition in such jurisdictions of the Registrable Shares, exceptthat the Company shall not for any such purpose be required (i) to qualifygenerally to do business as a foreign corporation in any jurisdiction where,but for the requirements of this Section 2.3(d), it would not be obligatedto be so qualified, (ii) to subject itself to taxation in any suchjurisdiction, or (iii) to consent to general service of process in anysuch jurisdiction;

(e)   notify theShareholders, at any time when a Prospectus is required to be delivered underthe Securities Act with respect to one or more of the Registrable Shares, ofthe Company’s becoming aware that a Prospectus included in the RegistrationStatement, as then in effect, includes an untrue statement of a material factor omits to state a material fact necessary in order to make the statementstherein, in the light of the circumstances under which they were made, notmisleading, and prepare and furnish to the Shareholders a reasonable number ofcopies of an amendment to such Prospectus as may be necessary so that, asthereafter delivered to the purchasers of such Registrable Shares, suchProspectus shall not include an untrue statement of a material fact or omit tostate a material fact necessary in order to make the statements therein, in thelight of the circumstances under which they were made, not misleading;

(f)    notify theShareholders

(1)   when anyProspectus or Prospectus supplement or pre- or post-effective amendmenthas been filed, and, with respect to the Registration Statement or any post-effectiveamendment, when such Registration Statement or post-effective amendmenthas become effective;

(2)   of anyrequest by the SEC or any other applicable regulatory authority for amendmentsor supplements to the Registration Statement or Prospectus or for additionalinformation;

(3)   of the issuanceby the SEC or any other applicable regulatory authority of any stop order ofwhich the Company or its counsel is aware suspending the effectiveness of theRegistration Statement or any order preventing the use of a related Prospectus,or the initiation or any threats of any proceedings for such purpose; and

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(4)   of thereceipt by the Company of any written notification of the suspension of theregistration or qualification of any of the Registrable Shares for sale in anyjurisdiction, or the initiation or any threats of any proceeding for suchpurpose;

(g)   makegenerally available to the Company’s shareholders, as soon as reasonablypracticable, an earnings statement that shall satisfy the provisions ofSection 11(a) of the Securities Act, provided that the Company shallbe deemed to have complied with this Section 2.3(g) if it hascomplied with Rule 158 under the Securities Act;

(h)   provide forthe Company’s transfer agent at the time to serve as transfer agent andregistrar for the Registrable Shares covered by the Registration Statement nolater than the effective date of such Registration Statement;

(i)    cooperatewith the Shareholders to facilitate the timely preparation and delivery ofcertificates (not bearing any restrictive legends) representing the securitiesto be sold under the Registration Statement, and enable such securities to bein such denominations and registered in such names as the Shareholders mayreasonably request;

(j)    providethe Shareholders and any attorney, accountant or other agent retained by theShareholders (collectively, the “Inspectors”) with reasonable access duringnormal business hours to appropriate officers of the Company and itssubsidiaries to ask questions and to obtain information that any such Inspectormay reasonably request and make available for inspection all financial andother records, pertinent corporate documents and properties of any of theCompany and its subsidiaries (collectively, the “Records”), as shall bereasonably necessary to enable them to exercise their due diligenceresponsibility; *provided*, however, that theRecords that the Company determines, in good faith, to be confidential and thatit notifies the Inspectors in writing are confidential shall not be disclosedto any Inspector unless such Inspector signs or is otherwise bound by aconfidentiality agreement reasonably satisfactory to the Company; and

(k)   in theevent of the issuance of any stop order of which the Company or its counsel isaware suspending the effectiveness of the Registration Statement or any ordersuspending or preventing the use of any related Prospectus or suspending theregistration or qualification of any Registrable Shares for sale in anyjurisdiction, the Company promptly will use its best efforts to obtain itswithdrawal.

The Shareholders shall furnish to the Company inwriting such information regarding the Shareholders and their Affiliates as isrequired to be disclosed pursuant to the Securities Act. The Shareholders agreeto notify the Company promptly of any inaccuracy or change in informationpreviously furnished by the Shareholders to the Company or of the happening ofany event in either case as a result of which the Registration Statement, aProspectus, or any amendment or supplement thereto contains an untrue statementof a material fact regarding the Shareholders or any of their Affiliates oromits to state a material fact regarding the Shareholders or any of theirAffiliates required to be stated therein or necessary to make the statementstherein not misleading and to furnish promptly to the Company any additional informationrequired to correct and update any previously furnished information or requiredso that such Registration Statement, Prospectus, or amendment or supplement,shall not contain, with respect to the Shareholders or any of their Affiliates,an untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary to make the statements therein notmisleading.

The Shareholders agree that, upon receipt of anynotice from the Company of the happening of any event of the kind described inSections 2.3(e) or (k) above, the Shareholders will forthwithdiscontinue (and cause any Affiliate to discontinue) the transfer ordisposition of any Registrable Shares pursuant to the Prospectus relating tothe Registration Statement covering such Registrable Shares until theShareholders’ receipt of the copies of the amended or supplemented Prospectuscontemplated by Section 2.3(e) or the withdrawal of any ordercontemplated by Section 2.3(k), and, if so directed by the 

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Company, the Shareholderswill deliver to the Company all copies, other than permanent file copies thenin the Shareholders’ possession, of the Prospectus covering such RegistrableShares at the time of receipt of such notice. The period during which anydiscontinuance under this paragraph is in effect is referred to herein as a“Discontinuance Period.”

**Section 2.4.**   **RegistrationExpenses.**   In connection with the registration ofthe Registrable Shares pursuant to Section 2.2 above, the Company will payany and all out-of-pocket expenses incident to the Company’sperformance of or compliance with this Agreement, including, withoutlimitation, (i) all registration and filing fees with the SEC relating tothe Registrable Shares, (ii) all fees and expenses of complying with statesecurities or blue sky laws, (iii) all printing and delivery expenses,(iv) all fees and expenses incurred in connection with the listing of theRegistrable Shares on Nasdaq, or any other exchange or automated interdealerquotation system as then applicable, (v) the fees and disbursements of theCompany’s counsel and of its independent public accountants, and (vi) thefees and expenses of any special experts retained by the Company in connectionwith the requested registration, and the Shareholders shall pay any and all out-of-pocketexpenses incurred by the Shareholders, including, without limitation,(x) all fees or disbursements of counsel to the Shareholders and(y) all brokerage commissions, fees and expenses and all transfer taxesand documentary stamp taxes, if any, relating to the sale or disposition of theRegistrable Shares.

**ARTICLE III**

***HoldbackPeriod***

If one or moreunderwritten public offerings of shares of Common Stock (other than theRegistrable Shares) by the Company occur during the Effective Period, then, inconnection with each such public offering, the Company may require theShareholders to refrain from, and the Shareholders will refrain from, sellingany of the Registrable Shares for a period determined by the Company but not toexceed 120 days (or such lesser period as the Company may require its officersand directors or other holders of shares of Common Stock to so refrain) (eachsuch period referred to as a “Holdback Period”) so long as the Company deliverswritten notice to the Shareholders of the Company’s requirement of a HoldbackPeriod and the length of such Holdback Period prior to commencement of theHoldback Period.

**ARTICLE IV**

***Indemnification;Contribution***

**Section 4.1.**   **Indemnificationby the Company.**   The Company will, and hereby agrees to,indemnify and hold harmless, to the fullest extent permitted by law, and,subject to Section 4.3 below, defend each of Fisher and Moloney and theirrespective agents and representatives (each, a “Company Indemnitee”), againstany and all losses, claims, damages, liabilities and expenses, joint orseveral, to which they or any of them may become subject under the SecuritiesAct or any other statute or common law, including any amount paid in settlementof any action or proceeding, commenced or threatened, and to reimburse them forany reasonable legal or other expenses incurred by them in connection withinvestigating any claims and defending any actions (collectively, “Losses”),with respect to sales of Registrable Shares under the Registration Statement,insofar as any Losses arise out of or are based upon (i) any untruestatement or alleged untrue statement of a material fact contained in theRegistration Statement or any pre- or post-effective amendment thereto or inany Blue Sky Filing, or the omission or alleged omission to state therein amaterial fact required to be stated therein or necessary to make the statementstherein not misleading or (ii) any untrue statement or alleged untruestatement of a material fact contained in the Prospectus or any amendment orsupplement thereto, or the omission or alleged omission to state therein amaterial fact necessary in order to make the statements therein, in the lightof the circumstances under which they were made, not misleading; or (iii) anyviolation of the Securities Act of 1933; *provided*,however, that the indemnification agreement contained herein shall not (i) applyto Losses arising out of, or based upon, any 

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such untrue statement oralleged untrue statement, or any such omission or alleged omission, if suchstatement or omission was made in reliance upon and in conformity withinformation furnished in writing to the Company by such Company Indemnitee fromtime to time specifically for use in the Registration Statement, the Prospectusor any such amendment or supplement thereto or any Blue Sky Filing or (ii) inureto the benefit of any Person, to the extent that any such Loss arises out ofsuch Person’s failure to send or give a copy of the Prospectus, as the same maybe then supplemented or amended, to the Person asserting an untrue statement oralleged untrue statement, or omission or alleged omission, at or prior to thewritten confirmation of the sale of the Registrable Shares to such Person ifsuch statement or omission was corrected in the Prospectus or any amendment orsupplement thereto prior to the written confirmation of the sale. Suchindemnity shall remain in full force and effect regardless of any investigationmade by or on behalf of such Company Indemnitee or any other Person and shallsurvive the transfer of such securities by such Company Indemnitee.

**Section 4.2.**   **Indemnificationby the Shareholders.**   The Shareholders will, and hereby agreeto, indemnify and hold harmless and, subject to Section 4.3 below, defend(in the same manner and to the same extent as set forth in Section 4.1above), hold harmless and defend, the Company and the Company’s officers,directors, employees, agents, representatives and each other Person, if any,who controls the Company within the meaning of the Securities Act, with respectto any such untrue statement or alleged untrue statement in, or any suchomission or alleged omission from, the Registration Statement, any Prospectus,or any amendment or supplement thereto, if such statement or omission was madein reliance upon and in conformity with information furnished in writing to theCompany by the Shareholders from time to time specifically for use in theRegistration Statement, the Prospectus, and any such amendment or supplementthereto. Such indemnity shall remain in full force and effect, regardless ofany investigation made by or on behalf of the Company or any such director,officer or any other Person and shall survive the transfer of such securitiesby the Shareholders. The liability of an indemnifying party under this Section 4.2shall be limited to the amount of the net proceeds received by suchindemnifying party upon the resale of any Registrable Shares pursuant to theRegistration Statement creating such liability.

**Section 4.3.**   **Notices ofClaims.**   Promptly after receipt by an indemnified party ofnotice of the commencement of any action or proceeding involving a claimreferred to in Sections 4.1 and 4.2 above, such indemnified party will give, ifa claim in respect thereof is to be made against an indemnifying party, writtennotice to the latter of the commencement of such action, provided that thefailure of any indemnified party to give notice as provided herein shall notrelieve the indemnifying party of its obligations under this Article IV,except to the extent that the indemnifying party is actually prejudiced in anymaterial respect by such failure to give notice. In case any such action isbrought against an indemnified party, the indemnifying party shall be entitledto participate in and, unless in such indemnified party’s reasonable judgment aconflict of interest between such indemnified and indemnifying parties mayexist in respect of such claim, to assume the defense thereof, jointly with anyother indemnifying party similarly notified to the extent that it may wish,with counsel reasonably satisfactory to such indemnified party, and, afternotice from the indemnifying party to such indemnified party of its election toassume the defense thereof, the indemnifying party shall not be liable to suchindemnified party for any legal or other expenses subsequently incurred by thelatter in connection with the defense thereof other than reasonable costs ofreasonable investigation. If the indemnifying party advises an indemnifiedparty that it will contest a claim for indemnification hereunder, or fails,within 30 days of receipt of any indemnification notice to notify, in writing,such Person of its election to defend, settle or compromise, at its sole costand expense, any action, proceeding or claim (or discontinues its defense atany time after it commences such defense), then the indemnified party may, atits option, defend, settle or otherwise compromise or pay such action or claimin each case at the indemnifying party’s expense. In any event, unless anduntil the indemnifying party elects in writing to assume and does so assume thedefense of any such claim, proceeding or action, the indemnified party’sreasonable costs and expenses arising out of the defense, settlement orcompromise of any such action, claim or proceeding shall be losses subject toindemnification hereunder. 

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The indemnified partyshall cooperate fully with the indemnifying party in connection with anynegotiation or defense of any such action or claim by the indemnifying partyand shall furnish to the indemnifying party all information reasonablyavailable to the indemnified party that relates to such action or claim. Theindemnifying party shall keep the indemnified party fully informed at all timesas to the status of the defense or any settlement negotiations with respectthereto. If the indemnifying party elects to defend any such action or claim,then the indemnified party shall be entitled to participate in such defensewith counsel of its choice at its sole cost and expense, except that theindemnifying party shall be liable for such reasonable ­costs and expenses if,in such indemnified party’s reasonable judgment, a conflict of interest betweensuch indemnified and indemnifying parties may exist as described above. If theindemnifying party does not assume such defense, the indemnified party shallkeep the indemnifying party informed at all times as to the status of thedefense; *provided*, however, that the failure tokeep the indemnifying party so informed shall not affect the obligations of theindemnifying party hereunder. No indemnifying party shall be liable for anysettlement of any action, claim or proceeding effected without its writtenconsent; *provided*, however, that the indemnifyingparty shall not unreasonably withhold, delay or condition its consent. Noindemnifying party shall, without the written consent of the indemnified party,consent to entry of any judgment or enter into any settlement that does notinclude as an unconditional term thereof the giving by the claimant orplaintiff to such indemnified party of a general written release from allliability with respect to such claim or litigation.

**Section 4.4.**   **IndemnificationPayments.**   The indemnification required by this Article IVshall be made by periodic payments of the amount thereof during the course ofthe investigation or defense as and when bills are received or Losses areincurred, subject to the receipt of such documentary support therefor as theindemnifying party may reasonably request.

**Section 4.5.**   **Contribution.**   Ifthe indemnification provided for in this Article IV is unavailable to orinsufficient to hold harmless a party otherwise entitled to be indemnifiedthereunder in respect to any Losses referred to therein, then the partiesrequired to provide indemnification under this Article IV shall contributeto the amount paid or payable by such party as a result of Losses in suchproportion as is appropriate to reflect the relative fault of each suchindemnifying party in connection with the statements or omissions that resultedin such Losses. The relative fault of each indemnifying party shall bedetermined by reference to whether the untrue statement or alleged untruestatement of a material fact or the omission or alleged omission to state amaterial fact relates to information supplied by the indemnifying party and theparties’ relative intent, knowledge, access to information and opportunity to corrector prevent such statement or omission. The Company and the Shareholders agreethat it would not be just and equitable if contributions pursuant to this Section 4.5were determined by pro rata allocation or by any other method of allocationthat does not take account of the equitable considerations referred to above inthis Section 4.5. No person guilty of fraudulent misrepresentation (withinthe meaning of Section 11(f) of the Securities Act) shall be entitledto contribution from any person who is not guilty of such fraudulentmisrepresentation.

**Section 4.6.**   **Other Rights andLiabilities.**   The indemnity and contribution agreementscontained herein shall be in addition to (i) any cause of action orsimilar right of the indemnified party against the indemnifying party or othersand (ii) any liabilities the indemnifying party may be subject to pursuantto the law.

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**ARTICLEV**

***Miscellaneous***

**Section 5.1.**   **Notices.****  **Any notices or other communications required orpermitted hereunder shall be sufficiently given if in writing (includingtelecopy or similar teletransmission), addressed as follows:

| If to the Company, to it at: |   | Cardinal Financial Corporation                        |
|------------------------------|--------|-------------------------------------------------------|
|                         |   | 8270 Greensboro  Drive, Suite 500                |
|                         |   | McLean, Virginia  22102                          |
|                         |   | Telecopier:  (703)  584-3435                     |
|                         |   | Attention:   Bernard H. Clineburg                |
| With a copy to:              |   | Williams, Mullen,  Clark & Dobbins           |
|                         |   | 1021 East Cary  Street, 17th Floor                    |
|                         |   | Richmond,  Virginia  23219                       |
|                         |   | Telecopier:  (804) 783-6507                      |
|                         |   | Attention:  Wayne  A. Whitham, Jr., Esquire |
| If to Fisher, to him at:     |   | John W. Fisher                                        |
|                         |   | 201 N. Union Street, #230                             |
|                         |   | Alexandria,  Virginia 22314                           |
|                         |   | With a copy  to:  Janis Orfe                     |
|                         |   | 8280 Greensboro  Drive, Suite 601                |
|                         |   | McLean, Virginia  22102                               |
|                         |   | Tel. (703) 848-4220)                                  |
| If to Moloney, to him at:    |   | James Bennett Moloney                                 |
|                         |   | 201 N. Union Street, #230                             |
|                         |   | Alexandria, Virginia 22314                            |

 

Unless otherwise specified herein, such notices orother communications shall be deemed received (a) in the case of anynotice or communication sent other than by mail, on the date actually deliveredto such address (evidenced, in the case of delivery by overnight courier, byconfirmation of delivery from the overnight courier service making suchdelivery, and in the case of a telecopy, by receipt of a transmissionconfirmation form or the addressee’s confirmation of receipt), or (b) inthe case of any notice or communication sent by mail, three Business Days afterbeing sent, if sent by registered or certified mail, with first-classpostage prepaid. Each of the parties hereto shall be entitled to specify adifferent address by giving notice as aforesaid to each of the other partieshereto.

**Section 5.2.**   **Amendments,Waivers, Etc.**   This Agreement may not be amended, changed,supplemented, waived or otherwise modified or terminated except by aninstrument in writing signed by the Company and the Shareholders.

**Section 5.3.**   **Successors andAssigns.**   Except as otherwise provided herein, this Agreementshall be binding upon and shall inure to the benefit of and be enforceable bythe parties and their respective successors and assigns, including withoutlimitation in the case of any corporate party hereto any corporate successor bymerger or otherwise; *provided* thatno party may assign this Agreement without the other party’s prior writtenconsent.

**Section 5.4.**   **Entire Agreement.**   ThisAgreement embodies the entire agreement and understanding among the partiesrelating to the subject matter hereof and supersedes all prior agreements andunderstandings relating to such subject matter. There are no representations,warranties or covenants by 

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the parties heretorelating to such subject matter other than those expressly set forth in thisAgreement and the Share Exchange Agreement.

**Section 5.5.**   **SpecificPerformance.**   The parties acknowledge that money damages arenot an adequate remedy for violations of this Agreement and that any party may,in its sole discretion, apply to a court of competent jurisdiction for specificperformance or injunctive or such other relief as such court may deem just andproper in order to enforce this Agreement or prevent any violation hereof and,to the extent permitted by applicable law, each party waives any objection tothe imposition of such relief.

**Section 5.6.**   **RemediesCumulative.**   All rights, powers and remedies provided underthis Agreement or otherwise available in respect hereof at law or in equityshall be cumulative and not alternative, and the exercise or beginning of theexercise of any thereof by any party shall not preclude the simultaneous orlater exercise of any other such right, power or remedy by such party.

**Section 5.7.**   **No Waiver.**   Thefailure of any party hereto to exercise any right, power or remedy providedunder this Agreement or otherwise available in respect hereof at law or inequity, or to insist upon compliance by any other party hereto with itsobligations hereunder, and any custom or practice of the parties at variancewith the terms hereof, shall not constitute a waiver by such party of its rightto exercise any such or other right, power or remedy or to demand suchcompliance.

**Section 5.8.**   **No Third PartyBeneficiaries.**   Except as provided in Article IV above,this Agreement is not intended to be for the benefit of and shall not beenforceable by any Person who or which is not a party hereto.

**Section 5.9.**   **Consent toJurisdiction.**   Each party to this Agreement, by its executionhereof, (i) hereby irrevocably submits, and agrees to cause each of itsAffiliates to submit, to the jurisdiction of the federal courts located inVirginia, and in the event that such federal courts shall not have subjectmatter jurisdiction over the relevant proceeding, then of the state courtslocated either in Virginia, for the purpose of any Action (as such term isdefined in the Stock Purchase Agreement) arising out of or based upon thisAgreement or relating to the subject matter hereof or the transactionscontemplated hereby, (ii) hereby waives, and agrees to cause each of itsAffiliates to waive, to the extent not prohibited by applicable law, and agreesnot to assert, and agrees not to allow any of its Affiliates to assert, by wayof motion, as a defense or otherwise, in any such Action, any claim that it isnot subject personally to the jurisdiction of the above-named courts,that its property is exempt or immune from attachment or execution, that anysuch proceeding brought in one of the above-named courts is improper, orthat this Agreement or the subject matter hereof may not be enforced in or bysuch court and (iii) hereby agrees not to commence or to permit any of itsAffiliates to commence any Action arising out of or based upon this Agreementor relating to the subject matter hereof other than before one of the above-namedcourts nor to make any motion or take any other action seeking or intending tocause the transfer or removal of any such Action to any court other than one ofthe above-named courts whether on the grounds of inconvenient forum orotherwise. Each party hereby consents to service of process in any suchproceeding in any manner permitted by Virginia law, as the case may be, andagrees that service of process by registered or certified mail, return receiptrequested, at its address specified pursuant to Section 5.1 above isreasonably calculated to give actual notice. Notwithstanding anything containedin this Section 5.9 to the contrary with respect to the parties’ forumselection, if an Action is filed against a party to this Agreement, includingits Affiliates, by a person who or which is not a party to this Agreement, anAffiliate of a party to this Agreement, or an assignee thereof (a “Third PartyAction”), in a forum other than the federal district court or a state courtlocated in Virginia, and such Third Party Action is based upon, arises from, orimplicates rights, obligations or liabilities existing under this Agreement oracts or omissions pursuant to this Agreement, then the party to this Agreement,including its Affiliates, joined as a defendant in such Third Party Actionshall have the right to file cross-claims or third-party claims in the ThirdParty Action against the other party to this Agreement, including its Affiliates,and even if not a defendant therein, to 

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intervene in such ThirdParty Action with or without also filing cross-claims or third-party claimsagainst the other party to this Agreement, including its Affiliates.

**Section 5.10.**   **Governing Law.**   ThisAgreement shall be governed by and construed in accordance with the domesticsubstantive law of the Commonwealth of Virginia, without giving effect to anychoice or conflict of law provision or rule that would cause theapplication of the law of any other jurisdiction.

**Section 5.11.**   **Name, Captions.**   Thename assigned to this Agreement and the section captions used herein are forconvenience of reference only and shall not affect the interpretation orconstruction hereof.

**Section 5.12.**   **Counterparts.**   ThisAgreement may be executed in any number of counterparts, each of which shall bedeemed to be an original, but all of which together shall constitute oneinstrument. Each counterpart may consist of a number of copies each signed byless than all, but together signed by all, the parties hereto.

**Section 5.13.**   **Expenses.**   Eachof the parties hereto shall bear their own expenses incurred in connection withthis Agreement and the transactions contemplated hereby, except that in theevent of a dispute concerning the terms or enforcement of this Agreement, theprevailing party in any such dispute shall be entitled to reimbursement ofreasonable legal fees and disbursements from the other party or parties to suchdispute.

**Section 5.14.**   **Severability.**   Inthe event that any provision of this Agreement would, under applicable law, beinvalid or unenforceable in any respect, such provision shall (to the extentpermitted under applicable law) be construed by modifying or limiting it so asto be valid and enforceable to the maximum extent compatible with, and possibleunder, applicable law. The provisions of this Agreement are severable, and inthe event that any provision hereof should be held invalid or unenforceable inany respect, it shall not invalidate, render unenforceable or otherwise affectany other provision hereof.

**IN WITNESS WHEREOF,**the parties hereto, intending to be legally bound hereby, have caused thisRegistration Rights Agreement to be executed, as of the date first abovewritten by their respective officers thereunto duly authorized.

|        | **CARDINAL  FINANCIAL CORPORATION** |
|--------|-------------------------------------|
|   | By:                                 |   |
|   |                                | Name: | Robert A. Cern |
|   |                                | Title: | Executive Vice  President |
|   |                                |
|   | JOHN W. FISHER                      |
|   |                                |
|   | JAMES B. MOLONEY                    |

** **

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