4,000,000 Shares Cardinal Financial Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2009 • Cardinal Financial Corp • National commercial banks • New York
Cardinal Financial Corporation, a Virginia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 4,000,000 shares of its Common Stock, par value $1.00 per share (the “Common Stock”). The aggregate of 4,000,000 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 600,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are collectively referred to in this underwriting agreement (the “Agreement”) as the “Shares.” Raymond James & Associates, Inc. is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
