Exhibit 10.7


REGISTRATION RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS
AGREEMENT (the “Agreement”), dated as of June 8, 2005, is made between
Cardinal 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 Capital
Management, Inc., a Virginia corporation (“Wilson/Bennett”), entered into
an Amended and Restated Agreement and Plan of Share Exchange dated May 26,
2005 (the “Share Exchange Agreement”), pursuant to which the Company acquired
all 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 (as
hereinafter defined); and


WHEREAS, the Company has agreed to enter into this
Agreement to provide certain registration rights to the Shareholders in order
to facilitate the distribution of the shares of Common Stock acquired by them
pursuant to the Share Exchange Agreement.


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, the
Company and the Shareholders hereby agree as follows:


ARTICLE
I


Definitions


Except as otherwise
specified herein, capitalized terms used in this Agreement shall have the
respective meanings assigned to such terms in the Share Exchange Agreement. For
purposes 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 the
Exchange Act as in effect on the date of this Agreement.


(b)   “Blue Sky
Filing” shall mean a filing made in connection with the registration or
qualification of the Registrable Shares under a particular state’s securities
or blue sky laws.


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


(d)   “Effective
Period,” with respect to the Registrable Shares, shall mean the period from the
date of effectiveness of the Registration Statement relating to the Registrable
Shares under Section 2.2 below to the date that is two years from the date
of such effectiveness; provided, that,
for each Holdback Period required by the Company under Article III of this
Agreement 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 the
applicable Holdback Period or Discontinuance Period was in effect.


(e)   “Exchange
Act” 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 Exchange
Act as in effect on the date of this Agreement, and shall include, without
limitation, corporations, partnerships, limited liability companies and trusts.











(h)   “Prospectus”
shall mean the prospectus included in a Registration Statement (including a
prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
under the Securities Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the
Registrable Shares covered by such Registration Statement, and all other
amendments and supplements to such prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in any such prospectus.


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


(j)    “Registration
Statement” shall mean a registration statement of the Company under the
Securities Act that covers the resale of the Registrable Shares pursuant to the
terms of this Agreement, including the related Prospectus, all amendments and
supplements to such registration statement, including pre- and post-effective
amendments, all exhibits thereto and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.


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


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


ARTICLE II


Registration
of Securities


Section 2.1.   Securities
Subject to this Agreement.   The securities entitled to the
benefits of this Agreement are the Registrable Shares. For the purposes of this
Agreement, one or more of the Registrable Shares will no longer be subject to
this Agreement when and to the extent that (i) a Registration Statement
covering such Registrable Shares has been declared effective under the
Securities Act and such Registrable Shares have been sold pursuant to such
effective Registration Statement, (ii) such Registrable Shares are
distributed to the public pursuant to Rule 144 under the Securities Act, (iii) such
Registrable Shares shall have been otherwise transferred or disposed of, new
certificates therefor not bearing a legend restricting further transfer or
disposition shall have been delivered by the Company and, at such time,
subsequent transfer or disposition of such securities shall not require
registration or qualification of such Registrable Shares under the Securities
Act or any similar state law then in force, or (iv) such Registrable
Shares have ceased to be outstanding.


Section 2.2.   Demand
Registration.


(a)   The
Shareholders shall have the right to make one written request to the Company
for the registration of Registrable Shares subject to this Agreement that are
beneficially owned by the Shareholders at the time of the request, subject to
the following provisions:


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


(2)   For
purposes of this Section 2.2, a Change of Control occurs if (i) any
person, including a “group” as defined in Section 13(d)(3) of the
Exchange 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 that
may be cast for the election of the Company’s directors other than a result of
an issuance of 



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securities initiated by
the Company, or open market purchases approved by the Company’s Board of
Directors, as long as the majority of the Board of Directors approving the purchases
is a majority at the time that the purchases are made; or (ii) as the
direct or indirect result of, or in connection with, a tender or exchange
offer, a merger or other business combination, a sale of assets, a contested
election of directors, or any combination of these events, the persons who were
directors of the Company before such events cease to constitute a majority of
the Company’s Board of Directors, or any successor’s board, within two years of
the 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 of
transactions or events, the Change of Control occurs on the date of the last of
such transactions or events.


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


(b)   The
Shareholders shall have the right to make one additional request to the Company
for the registration of Registrable Shares subject to this Agreement that are
beneficially owned by the Shareholders at the time of the request, provided
that the Shareholders have previously made a request under Section 2.2(a) above
and subsequent to that request either (i) a Change of Control (as defined
below) has occurred with respect to the Company or (ii) the Company’s
employment of Bernard H. Clineburg as its the chief executive officer has
terminated for any reason. The maximum number of Registrable Shares that may be
included 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 Company
shall have the option to purchase the shares of Common Stock covered by a
request under either Section 2.2(a) or (b) above directly from
the Shareholders. In order to exercise this option, the Company shall provide
the Shareholders with written notice of its intention to do so to the
Shareholders within 10 days of the receipt of such request. The purchase of
such shares by the Company shall be completed with 30 days of the receipt of
such request, and the purchase price for the shares shall be the average
closing sale price on Nasdaq for sales of shares of Common Stock for the 20
days on which shares of Common Stock trade immediately preceding the fifth day
before the date of such written notice from the Company, adjusted, if
necessary, for any stock split or stock dividend, during such twenty (20) day
period.


(d)   Upon the
receipt 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 Registration
Statement with the SEC under the Securities Act to register the resale of the
Registrable Shares as set forth in such request and (ii) use its best
efforts to cause such Registration Statement to become effective as soon as
practicable after the filing thereof with the SEC. On or before the Closing
Date, the Company shall have listed on Nasdaq, on a when issued basis, the
Registrable Shares (except to the extent that such Registrable Shares have been
listed previously).


(e)   The Company
shall use its best efforts to maintain the effectiveness of the Registration
Statement relating to the Registrable Shares, and maintain the listing of such
shares, as applicable, on Nasdaq or any exchange or automated interdealer
quotation system on which the Common Stock is then listed or quoted, during the
Effective Period.


(f)    The
Company shall not be obligated to register any of the Registrable Shares held
by an Affiliate of the Shareholders.



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


(a)   prepare and
file 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 for
which the Company then qualifies and that counsel for the Company shall deem
appropriate, and which form shall be available for the sale of the Registrable
Shares on a delayed or continuous basis in accordance with Rule 415 under
the Securities Act (or any successor rule); provided,
however, that the methods of distribution permitted by such Registration
Statement shall not include underwritten offerings.


(b)   prepare and
file with the SEC pre- and post-effective amendments to the Registration
Statement and such amendments and supplements to the Prospectus used in
connection therewith as may be required by the rules, regulations or
instructions applicable to the registration form utilized by the Company, or by
the Securities Act or the rules and regulations thereunder, and cause the
Prospectus as so supplemented to be filed pursuant to Rule 424 under the
Securities Act, and otherwise comply with the provisions of the Securities Act
with respect to the disposition of the Registrable Shares;


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


(d)   make such
Blue Sky Filings, if necessary, to register or qualify the Registrable Shares
under such state securities or blue sky laws of such jurisdictions as the
Shareholders may reasonably request, and do any and all other acts that may be
reasonably necessary or advisable to enable the Shareholders to consummate the
transfer or disposition in such jurisdictions of the Registrable Shares, except
that the Company shall not for any such purpose be required (i) to qualify
generally 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 obligated
to be so qualified, (ii) to subject itself to taxation in any such
jurisdiction, or (iii) to consent to general service of process in any
such jurisdiction;


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


(f)    notify the
Shareholders


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


(2)   of any
request by the SEC or any other applicable regulatory authority for amendments
or supplements to the Registration Statement or Prospectus or for additional
information;


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



 4















(4)   of the
receipt by the Company of any written notification of the suspension of the
registration or qualification of any of the Registrable Shares for sale in any
jurisdiction, or the initiation or any threats of any proceeding for such
purpose;


(g)   make
generally available to the Company’s shareholders, as soon as reasonably
practicable, an earnings statement that shall satisfy the provisions of
Section 11(a) of the Securities Act, provided that the Company shall
be deemed to have complied with this Section 2.3(g) if it has
complied with Rule 158 under the Securities Act;


(h)   provide for
the Company’s transfer agent at the time to serve as transfer agent and
registrar for the Registrable Shares covered by the Registration Statement no
later than the effective date of such Registration Statement;


(i)    cooperate
with the Shareholders to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends) representing the securities
to be sold under the Registration Statement, and enable such securities to be
in such denominations and registered in such names as the Shareholders may
reasonably request;


(j)    provide
the Shareholders and any attorney, accountant or other agent retained by the
Shareholders (collectively, the “Inspectors”) with reasonable access during
normal business hours to appropriate officers of the Company and its
subsidiaries to ask questions and to obtain information that any such Inspector
may reasonably request and make available for inspection all financial and
other records, pertinent corporate documents and properties of any of the
Company and its subsidiaries (collectively, the “Records”), as shall be
reasonably necessary to enable them to exercise their due diligence
responsibility; provided, however, that the
Records that the Company determines, in good faith, to be confidential and that
it notifies the Inspectors in writing are confidential shall not be disclosed
to any Inspector unless such Inspector signs or is otherwise bound by a
confidentiality agreement reasonably satisfactory to the Company; and


(k)   in the
event of the issuance of any stop order of which the Company or its counsel is
aware suspending the effectiveness of the Registration Statement or any order
suspending or preventing the use of any related Prospectus or suspending the
registration or qualification of any Registrable Shares for sale in any
jurisdiction, the Company promptly will use its best efforts to obtain its
withdrawal.


The Shareholders shall furnish to the Company in
writing such information regarding the Shareholders and their Affiliates as is
required to be disclosed pursuant to the Securities Act. The Shareholders agree
to notify the Company promptly of any inaccuracy or change in information
previously furnished by the Shareholders to the Company or of the happening of
any event in either case as a result of which the Registration Statement, a
Prospectus, or any amendment or supplement thereto contains an untrue statement
of a material fact regarding the Shareholders or any of their Affiliates or
omits to state a material fact regarding the Shareholders or any of their
Affiliates required to be stated therein or necessary to make the statements
therein not misleading and to furnish promptly to the Company any additional information
required to correct and update any previously furnished information or required
so 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 fact
required to be stated therein or necessary to make the statements therein not
misleading.


The Shareholders agree that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Sections 2.3(e) or (k) above, the Shareholders will forthwith
discontinue (and cause any Affiliate to discontinue) the transfer or
disposition of any Registrable Shares pursuant to the Prospectus relating to
the Registration Statement covering such Registrable Shares until the
Shareholders’ receipt of the copies of the amended or supplemented Prospectus
contemplated by Section 2.3(e) or the withdrawal of any order
contemplated by Section 2.3(k), and, if so directed by the 



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


Section 2.4.   Registration
Expenses.   In connection with the registration of
the Registrable Shares pursuant to Section 2.2 above, the Company will pay
any and all out-of-pocket expenses incident to the Company’s
performance of or compliance with this Agreement, including, without
limitation, (i) all registration and filing fees with the SEC relating to
the Registrable Shares, (ii) all fees and expenses of complying with state
securities or blue sky laws, (iii) all printing and delivery expenses,
(iv) all fees and expenses incurred in connection with the listing of the
Registrable Shares on Nasdaq, or any other exchange or automated interdealer
quotation system as then applicable, (v) the fees and disbursements of the
Company’s counsel and of its independent public accountants, and (vi) the
fees and expenses of any special experts retained by the Company in connection
with the requested registration, and the Shareholders shall pay any and all out-of-pocket
expenses 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 taxes
and documentary stamp taxes, if any, relating to the sale or disposition of the
Registrable Shares.


ARTICLE III


Holdback
Period


If one or more
underwritten public offerings of shares of Common Stock (other than the
Registrable Shares) by the Company occur during the Effective Period, then, in
connection with each such public offering, the Company may require the
Shareholders to refrain from, and the Shareholders will refrain from, selling
any of the Registrable Shares for a period determined by the Company but not to
exceed 120 days (or such lesser period as the Company may require its officers
and directors or other holders of shares of Common Stock to so refrain) (each
such period referred to as a “Holdback Period”) so long as the Company delivers
written notice to the Shareholders of the Company’s requirement of a Holdback
Period and the length of such Holdback Period prior to commencement of the
Holdback Period.


ARTICLE IV


Indemnification;
Contribution


Section 4.1.   Indemnification
by 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 their
respective agents and representatives (each, a “Company Indemnitee”), against
any and all losses, claims, damages, liabilities and expenses, joint or
several, to which they or any of them may become subject under the Securities
Act or any other statute or common law, including any amount paid in settlement
of any action or proceeding, commenced or threatened, and to reimburse them for
any reasonable legal or other expenses incurred by them in connection with
investigating 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 untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any pre- or post-effective amendment thereto or in
any Blue Sky Filing, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading or (ii) any untrue statement or alleged untrue
statement of a material fact contained in the Prospectus or any amendment or
supplement thereto, or the omission or alleged omission to state therein a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; or (iii) any
violation of the Securities Act of 1933; provided,
however, that the indemnification agreement contained herein shall not (i) apply
to Losses arising out of, or based upon, any 



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such untrue statement or
alleged untrue statement, or any such omission or alleged omission, if such
statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by such Company Indemnitee from
time to time specifically for use in the Registration Statement, the Prospectus
or any such amendment or supplement thereto or any Blue Sky Filing or (ii) inure
to the benefit of any Person, to the extent that any such Loss arises out of
such Person’s failure to send or give a copy of the Prospectus, as the same may
be then supplemented or amended, to the Person asserting an untrue statement or
alleged untrue statement, or omission or alleged omission, at or prior to the
written confirmation of the sale of the Registrable Shares to such Person if
such statement or omission was corrected in the Prospectus or any amendment or
supplement thereto prior to the written confirmation of the sale. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Company Indemnitee or any other Person and shall
survive the transfer of such securities by such Company Indemnitee.


Section 4.2.   Indemnification
by the Shareholders.   The Shareholders will, and hereby agree
to, 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 4.1
above), 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 respect
to any such untrue statement or alleged untrue statement in, or any such
omission or alleged omission from, the Registration Statement, any Prospectus,
or any amendment or supplement thereto, if such statement or omission was made
in reliance upon and in conformity with information furnished in writing to the
Company by the Shareholders from time to time specifically for use in the
Registration Statement, the Prospectus, and any such amendment or supplement
thereto. Such indemnity shall remain in full force and effect, regardless of
any 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 securities
by the Shareholders. The liability of an indemnifying party under this Section 4.2
shall be limited to the amount of the net proceeds received by such
indemnifying party upon the resale of any Registrable Shares pursuant to the
Registration Statement creating such liability.


Section 4.3.   Notices of
Claims.   Promptly after receipt by an indemnified party of
notice of the commencement of any action or proceeding involving a claim
referred to in Sections 4.1 and 4.2 above, such indemnified party will give, if
a claim in respect thereof is to be made against an indemnifying party, written
notice to the latter of the commencement of such action, provided that the
failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this Article IV,
except to the extent that the indemnifying party is actually prejudiced in any
material respect by such failure to give notice. In case any such action is
brought against an indemnified party, the indemnifying party shall be entitled
to participate in and, unless in such indemnified party’s reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may
exist in respect of such claim, to assume the defense thereof, jointly with any
other indemnifying party similarly notified to the extent that it may wish,
with counsel reasonably satisfactory to such indemnified party, and, after
notice from the indemnifying party to such indemnified party of its election to
assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
reasonable investigation. If the indemnifying party advises an indemnified
party 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 cost
and expense, any action, proceeding or claim (or discontinues its defense at
any time after it commences such defense), then the indemnified party may, at
its option, defend, settle or otherwise compromise or pay such action or claim
in each case at the indemnifying party’s expense. In any event, unless and
until the indemnifying party elects in writing to assume and does so assume the
defense of any such claim, proceeding or action, the indemnified party’s
reasonable costs and expenses arising out of the defense, settlement or
compromise of any such action, claim or proceeding shall be losses subject to
indemnification hereunder. 



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The indemnified party
shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or claim by the indemnifying party
and shall furnish to the indemnifying party all information reasonably
available to the indemnified party that relates to such action or claim. The
indemnifying party shall keep the indemnified party fully informed at all times
as to the status of the defense or any settlement negotiations with respect
thereto. If the indemnifying party elects to defend any such action or claim,
then the indemnified party shall be entitled to participate in such defense
with counsel of its choice at its sole cost and expense, except that the
indemnifying party shall be liable for such reasonable ­costs and expenses if,
in such indemnified party’s reasonable judgment, a conflict of interest between
such indemnified and indemnifying parties may exist as described above. If the
indemnifying party does not assume such defense, the indemnified party shall
keep the indemnifying party informed at all times as to the status of the
defense; provided, however, that the failure to
keep the indemnifying party so informed shall not affect the obligations of the
indemnifying party hereunder. No indemnifying party shall be liable for any
settlement of any action, claim or proceeding effected without its written
consent; provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No
indemnifying party shall, without the written consent of the indemnified party,
consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a general written release from all
liability with respect to such claim or litigation.


Section 4.4.   Indemnification
Payments.   The indemnification required by this Article IV
shall be made by periodic payments of the amount thereof during the course of
the investigation or defense as and when bills are received or Losses are
incurred, subject to the receipt of such documentary support therefor as the
indemnifying party may reasonably request.


Section 4.5.   Contribution.   If
the indemnification provided for in this Article IV is unavailable to or
insufficient to hold harmless a party otherwise entitled to be indemnified
thereunder in respect to any Losses referred to therein, then the parties
required to provide indemnification under this Article IV shall contribute
to the amount paid or payable by such party as a result of Losses in such
proportion as is appropriate to reflect the relative fault of each such
indemnifying party in connection with the statements or omissions that resulted
in such Losses. The relative fault of each indemnifying party shall be
determined by reference to whether the untrue statement or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the indemnifying party and the
parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company and the Shareholders agree
that it would not be just and equitable if contributions pursuant to this Section 4.5
were determined by pro rata allocation or by any other method of allocation
that does not take account of the equitable considerations referred to above in
this Section 4.5. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who is not guilty of such fraudulent
misrepresentation.


Section 4.6.   Other Rights and
Liabilities.   The indemnity and contribution agreements
contained herein shall be in addition to (i) any cause of action or
similar right of the indemnified party against the indemnifying party or others
and (ii) any liabilities the indemnifying party may be subject to pursuant
to the law.



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ARTICLE
V


Miscellaneous


Section 5.1.   Notices.   Any notices or other communications required or
permitted hereunder shall be sufficiently given if in writing (including
telecopy 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 or
other communications shall be deemed received (a) in the case of any
notice or communication sent other than by mail, on the date actually delivered
to such address (evidenced, in the case of delivery by overnight courier, by
confirmation of delivery from the overnight courier service making such
delivery, and in the case of a telecopy, by receipt of a transmission
confirmation form or the addressee’s confirmation of receipt), or (b) in
the case of any notice or communication sent by mail, three Business Days after
being sent, if sent by registered or certified mail, with first-class
postage prepaid. Each of the parties hereto shall be entitled to specify a
different address by giving notice as aforesaid to each of the other parties
hereto.


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


Section 5.3.   Successors and
Assigns.   Except as otherwise provided herein, this Agreement
shall be binding upon and shall inure to the benefit of and be enforceable by
the parties and their respective successors and assigns, including without
limitation in the case of any corporate party hereto any corporate successor by
merger or otherwise; provided that
no party may assign this Agreement without the other party’s prior written
consent.


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



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the parties hereto
relating to such subject matter other than those expressly set forth in this
Agreement and the Share Exchange Agreement.


Section 5.5.   Specific
Performance.   The parties acknowledge that money damages are
not 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 specific
performance or injunctive or such other relief as such court may deem just and
proper in order to enforce this Agreement or prevent any violation hereof and,
to the extent permitted by applicable law, each party waives any objection to
the imposition of such relief.


Section 5.6.   Remedies
Cumulative.   All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise or beginning of the
exercise of any thereof by any party shall not preclude the simultaneous or
later exercise of any other such right, power or remedy by such party.


Section 5.7.   No Waiver.   The
failure of any party hereto to exercise any right, power or remedy provided
under this Agreement or otherwise available in respect hereof at law or in
equity, or to insist upon compliance by any other party hereto with its
obligations hereunder, and any custom or practice of the parties at variance
with the terms hereof, shall not constitute a waiver by such party of its right
to exercise any such or other right, power or remedy or to demand such
compliance.


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


Section 5.9.   Consent to
Jurisdiction.   Each party to this Agreement, by its execution
hereof, (i) hereby irrevocably submits, and agrees to cause each of its
Affiliates to submit, to the jurisdiction of the federal courts located in
Virginia, and in the event that such federal courts shall not have subject
matter jurisdiction over the relevant proceeding, then of the state courts
located either in Virginia, for the purpose of any Action (as such term is
defined in the Stock Purchase Agreement) arising out of or based upon this
Agreement or relating to the subject matter hereof or the transactions
contemplated hereby, (ii) hereby waives, and agrees to cause each of its
Affiliates to waive, to the extent not prohibited by applicable law, and agrees
not to assert, and agrees not to allow any of its Affiliates to assert, by way
of motion, as a defense or otherwise, in any such Action, any claim that it is
not subject personally to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that any
such proceeding brought in one of the above-named courts is improper, or
that this Agreement or the subject matter hereof may not be enforced in or by
such court and (iii) hereby agrees not to commence or to permit any of its
Affiliates to commence any Action arising out of or based upon this Agreement
or relating to the subject matter hereof other than before one of the above-named
courts nor to make any motion or take any other action seeking or intending to
cause the transfer or removal of any such Action to any court other than one of
the above-named courts whether on the grounds of inconvenient forum or
otherwise. Each party hereby consents to service of process in any such
proceeding in any manner permitted by Virginia law, as the case may be, and
agrees that service of process by registered or certified mail, return receipt
requested, at its address specified pursuant to Section 5.1 above is
reasonably calculated to give actual notice. Notwithstanding anything contained
in this Section 5.9 to the contrary with respect to the parties’ forum
selection, if an Action is filed against a party to this Agreement, including
its Affiliates, by a person who or which is not a party to this Agreement, an
Affiliate of a party to this Agreement, or an assignee thereof (a “Third Party
Action”), in a forum other than the federal district court or a state court
located in Virginia, and such Third Party Action is based upon, arises from, or
implicates rights, obligations or liabilities existing under this Agreement or
acts or omissions pursuant to this Agreement, then the party to this Agreement,
including its Affiliates, joined as a defendant in such Third Party Action
shall have the right to file cross-claims or third-party claims in the Third
Party Action against the other party to this Agreement, including its Affiliates,
and even if not a defendant therein, to 



 10
 








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


Section 5.10.   Governing Law.   This
Agreement shall be governed by and construed in accordance with the domestic
substantive law of the Commonwealth of Virginia, without giving effect to any
choice or conflict of law provision or rule that would cause the
application of the law of any other jurisdiction.


Section 5.11.   Name, Captions.   The
name assigned to this Agreement and the section captions used herein are for
convenience of reference only and shall not affect the interpretation or
construction hereof.


Section 5.12.   Counterparts.   This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one
instrument. Each counterpart may consist of a number of copies each signed by
less than all, but together signed by all, the parties hereto.


Section 5.13.   Expenses.   Each
of the parties hereto shall bear their own expenses incurred in connection with
this Agreement and the transactions contemplated hereby, except that in the
event of a dispute concerning the terms or enforcement of this Agreement, the
prevailing party in any such dispute shall be entitled to reimbursement of
reasonable legal fees and disbursements from the other party or parties to such
dispute.


Section 5.14.   Severability.   In
the event that any provision of this Agreement would, under applicable law, be
invalid or unenforceable in any respect, such provision shall (to the extent
permitted under applicable law) be construed by modifying or limiting it so as
to be valid and enforceable to the maximum extent compatible with, and possible
under, applicable law. The provisions of this Agreement are severable, and in
the event that any provision hereof should be held invalid or unenforceable in
any respect, it shall not invalidate, render unenforceable or otherwise affect
any other provision hereof.


IN WITNESS WHEREOF,
the parties hereto, intending to be legally bound hereby, have caused this
Registration Rights Agreement to be executed, as of the date first above
written 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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