Exhibit 4.2
CARDINAL FINANCIAL CORPORATION
SUBSCRIPTION AGREEMENT
Subject to the terms of the rights offering described in the Cardinal
Financial Corporation Prospectus dated________________, 2002 (the Prospectus"),
I hereby subscribe for the number of shares of common shares of stock of
Cardinal Financial Corporation, a Virginia corporation ("Cardinal") set forth
below for a purchase price of $3.25 per share. Enclosed with this Subscription
Agreement is my check or money order made payable to "Cardinal Financial
Corporation" evidencing $3.25 for each share subscribed for, which funds are to
be held in escrow as described in the Prospectus.
I understand that my subscription is conditioned upon acceptance by
Cardinal. I further understand that Cardinal, in its sole discretion, may reject
my subscription in whole or in part and may allot to me fewer shares than I have
subscribed for. In the event the rights offering is terminated, funds paid under
this Subscription Agreement will be returned to me with no interest earned.
I certify that I have read the Prospectus and I am relying on no
representations other than those set forth in the Prospectus. I understand that
when this Subscription Agreement is executed and delivered, it is irrevocable
and binding upon me, subject only to acceptance by Cardinal, I further
understand and agree that my right to purchase shares hereunder may not be
assigned or transferred to any third party without the express written consent
of Cardinal.
I HAVE READ AND UNDERSTAND THIS SUBSCRIPTION AGREEMENT
____________________________ __________________________________________
Signature* Additional Signature
(If required)
Date:_______________________
*If joint tenancy, tenancy-by-the entirety, or tenants in common is
desired, both names and signatures are required; if a corporation the
Subscription Agreement must be executed by its president; if a trust, this
Subscription Agreement must be signed by all of the trustees; if a partnership,
then this Subscription Agreement must be signed by the general partner; and if a
limited liability company, then this Subscription Agreement must be signed by
the manager.
Please complete the reverse side.
ACCEPTED BY:
Cardinal Financial Corporation
By:______________________________ Date:____________________
Name:_________________________
Title:________________________
CARDINAL FINANCIAL CORPORATION
STOCK REGISTRATION FORM
(Please Print)
A. BASIC SUBSCRIPTION PRIVILEGE: The undersigned acknowledges receipt and
review of the Prospectus dated _________, 2002 (the "Prospectus") and
hereby irrevocably elects to exercise its right to purchase the number of
shares provided for below, upon the terms and conditions described in the
Prospectus:
1. Number of shares subscribed for: __________________.
Not to exceed a number equal to the number of common shares you
beneficially owned of Cardinal Financial Corporation on February 1,
2002 as divided by 1.7 (rounded up to the nearest whole number).
2. Amount Enclosed for Basic Subscription Privilege: $________.
The number of common shares subscribed for in line 1 multiplied by
$3.25.
B. OVERSUBSCRIPTION PRIVILEGE: (Basic Subscription Privilege must be exercised
in full): The undersigned hereby irrevocably subscribes for the number of
additional common shares provided for below, upon the terms and conditions
described in the Prospectus:
3. Number of additional shares oversubscribed for: ______________.
4. Amount Enclosed for Oversubscription Privilege: $__________.
The number of common shares subscribed for in line 3 multiplied by
$3.25
C. TOTAL AMOUNT ENCLOSED: $___________.
The sum of lines 2 and 4 above.
________________________________________________________________________________
Name(s) in which stock is to be registered. Note: The name in which the
stock is to be registered must be identical to the name in which you hold
your existing shares of stock
________________________________________________________________________________
Address (Street or P.O. Box)
________________________________________________________________________________
City, State and Zip code
( ) ( )
-------------------------------- --------------- _________________________
Daytime Phone Evening Phone E-mail address
Legal form of Ownership _____________
TIN
-Individual -Joint Tenants with Right of Survivorship
-Tenants in Common -Uniform to Transfers to Minors
-Tenancy-by-the Entirety -Other:__________________________________
Complete all blanks on this Subscription Agreement, make checks payable to
"Cardinal Financial Corporation" and mail or deliver this Subscription Agreement
and check to:
Cardinal Financial Corporation
00000 Xxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Any questions concerning subscriptions or the rights offering may be
directed to the above address or to Xx. Xxxxx X. Xxxxxxxxx, Chief Financial
Officer, Cardinal Financial Corporation.
