Exhibit 4.14


 


FAVRILLE, INC.


 


and


 


         ,
As Warrant Agent


 


FORM OF COMMON STOCK

WARRANT AGREEMENT


 


Dated As Of


 


 


 

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
  ISSUANCE OF WARRANTS AND
  EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

  	
  1

  
	
  1.1

  	
  Issuance of Warrants

  	
  1

  
	
  1.2

  	
  Execution and Delivery of Warrant Certificates

  	
  1

  
	
  1.3

  	
  Issuance of Warrant Certificates

  	
  2

  
	
  ARTICLE 2

  	
  WARRANT PRICE, DURATION AND
  EXERCISE OF WARRANTS

  	
  3

  
	
  2.1

  	
  Warrant Price

  	
  3

  
	
  2.2

  	
  Duration of Warrants

  	
  3

  
	
  2.3

  	
  Exercise of Warrants

  	
  3

  
	
  ARTICLE 3

  	
  OTHER PROVISIONS RELATING TO
  RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

  	
  4

  
	
  3.1

  	
  No Rights as Warrant Securityholder Conferred by
  Warrants or Warrant Certificates

  	
  4

  
	
  3.2

  	
  Lost, Stolen, Mutilated or Destroyed Warrant
  Certificates

  	
  5

  
	
  3.3

  	
  Holder of Warrant Certificate May Enforce
  Rights

  	
  5

  
	
  3.4

  	
  Adjustments

  	
  5

  
	
  3.5

  	
  Notice to Warrantholders

  	
  8

  
	
  3.6

  	
  [If the Warrants are subject to acceleration by the
  Company, insert—Acceleration of Warrants by the Company

  	
  8

  
	
  ARTICLE 4

  	
  EXCHANGE AND TRANSFER OF WARRANT
  CERTIFICATES

  	
  9

  
	
  4.1

  	
  Exchange and Transfer of Warrant Certificates

  	
  9

  
	
  4.2

  	
  Treatment of Holders of Warrant Certificates

  	
  10

  
	
  4.3

  	
  Cancellation of Warrant Certificates

  	
  10

  
	
  ARTICLE 5

  	
  CONCERNING THE WARRANT AGENT

  	
  10

  
	
  5.1

  	
  Warrant Agent

  	
  10

  
	
  5.2

  	
  Conditions of Warrant Agent’s Obligations

  	
  11

  
	
  5.3

  	
  Resignation and Appointment of Successor

  	
  12

  
	
  ARTICLE 6

  	
  MISCELLANEOUS

  	
  13

  
	
  6.1

  	
  Amendment

  	
  13

  
	
  6.2

  	
  Notices and Demands to the Company and Warrant Agent

  	
  14

  
	
  6.3

  	
  Addresses

  	
  14

  



 


 


i

















 


TABLE
OF CONTENTS


 


(CONTINUED)


 


	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  6.4

  	
  Governing Law

  	
  14

  
	
  6.5

  	
  Obtaining of Governmental Approvals

  	
  14

  
	
  6.6

  	
  Persons Having Rights Under Warrant Agreement

  	
  14

  
	
  6.7

  	
  Headings

  	
  14

  
	
  6.8

  	
  Counterparts

  	
  14

  
	
  6.9

  	
  Inspection of Agreement

  	
  14

  



 


ii

















 


FAVRILLE, INC.


 


Form of Common Stock Warrant
Agreement


 


                THIS COMMON STOCK WARRANT AGREEMENT is entered into as of
                    ,
          , between FAVRILLE,
INC., a Delaware corporation (the “Company”),
and                     ,
a [corporation] [national banking association] organized and existing under the
laws of
                    
and having a corporate trust office in                     ,
as warrant agent (the “Warrant Agent”).


 


                WHEREAS, the Company proposes to sell [if Warrants are sold
with other securities — [title of such other securities being offered] (the “Other Securities”) with] warrant
certificates evidencing one or more warrants (the “Warrants”
or individually a “Warrant”) representing the
right to purchase Common Stock of the Company, par value $0.001 per share (the “Warrant
Securities”), such warrant certificates and other warrant
certificates issued pursuant to this Agreement being herein called the “Warrant Certificates”; and


 


                WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company, and the Warrant Agent is willing so to act, in
connection with the issuance, registration, transfer, exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set
forth, among other things, the form and provisions of the Warrant Certificates
and the terms and conditions on which they may be issued, registered,
transferred, exchanged, exercised and replaced;


 


                NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:


 


ARTICLE 1



ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES


 


1.1          Issuance of Warrants. [If Warrants alone — Upon issuance,
each Warrant Certificate shall evidence one or more Warrants.] [If Other
Securities and Warrants — Warrants shall be [initially] issued in connection
with the issuance of the Other Securities [but shall be separately transferable
on and after
                    
(the “Detachable Date”)] [and shall
not be separately transferable] and each Warrant Certificate shall evidence one
or more Warrants.] Each Warrant evidenced thereby shall represent the right,
subject to the provisions contained herein and therein, to purchase one Warrant
Security. [If Other Securities and Warrants — Warrant Certificates shall be
initially issued in units with the Other Securities and each Warrant
Certificate included in such a unit shall evidence
                    
Warrants for each
                    
shares of Other Securities included in such unit.]


 


1.2          Execution and Delivery of Warrant
Certificates.


 


(a)           Each Warrant Certificate, whenever issued, shall be in
registered form substantially in the form set forth in Exhibit A hereto,
shall be dated the date of its 


 


1

















 


countersignature by the Warrant Agent and may have
such letters, numbers, or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as the
officers of the Company executing the same may approve (execution thereof to be
conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or
regulation of any securities exchange on which the Warrants may be listed, or
to conform to usage. The Warrant Certificates shall be signed on behalf of the
Company by any of its present or future chief executive officers, presidents,
senior vice presidents, vice presidents, chief financial officers, chief legal
officers, treasurers, assistant treasurers, controllers, assistant controllers,
secretaries or assistant secretaries under its corporate seal reproduced
thereon. Such signatures may be manual or facsimile signatures of such
authorized officers and may be imprinted or otherwise reproduced on the Warrant
Certificates. The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.


 


(b)           No Warrant Certificate shall
be valid for any purpose, and no Warrant evidenced thereby shall be
exercisable, until such Warrant Certificate has been countersigned by the
manual signature of the Warrant Agent. Such signature by the Warrant Agent upon
any Warrant Certificate executed by the Company shall be conclusive evidence
that the Warrant Certificate so countersigned has been duly issued hereunder.


 


(c)           In case any officer of the
Company who shall have signed any of the Warrant Certificates either manually
or by facsimile signature shall cease to be such officer before the Warrant
Certificates so signed shall have been countersigned and delivered by the
Warrant Agent, such Warrant Certificates may be countersigned and delivered
notwithstanding that the person who signed Warrant Certificates ceased to be
such officer of the Company; and any Warrant Certificate may be signed on
behalf of the Company by such persons as, at the actual date of the execution
of such Warrant Certificate, shall be the proper officers of the Company,
although at the date of the execution of this Agreement any such person was not
such officer.


 


(d)           The term “holder” or “holder of a Warrant Certificate” as used
herein shall mean any person in whose name at the time any Warrant Certificate
shall be registered upon the books to be maintained by the Warrant Agent for
that purpose [If Other Securities and Warrants are not immediately detachable —
or upon the registration of the Other Securities prior to the Detachable Date.
Prior to the Detachable Date, the Company will, or will cause the registrar of
the Other Securities to, make available at all times to the Warrant Agent such
information as to holders of the Other Securities as may be necessary to keep
the Warrant Agent’s records up to date].


 


1.3          Issuance of Warrant Certificates. Warrant Certificates evidencing the
right to purchase Warrant Securities may be executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement or
from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of the Company, countersign such Warrant
Certificates and shall deliver such Warrant Certificates to or upon the order
of the Company.


 


2

















 


ARTICLE 2



WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS


 


2.1          Warrant Price. During the period specified in Section 2.2,
each Warrant shall, subject to the terms of this Warrant Agreement and the
applicable Warrant Certificate, entitle the holder thereof to initially
purchase the number of Warrant Securities specified in the applicable Warrant
Certificate at an initial exercise price of $                    
per Warrant Security, subject to adjustment upon the occurrence of certain
events, as hereinafter provided. Such purchase price per Warrant Security is
referred to in this Agreement as the “Warrant Price.”


 


2.2          Duration of Warrants. Each Warrant may be exercised in whole
or in part at any time, as specified herein, on or after [the date thereof]
[                    
] and at or before [                    
] p.m., [City] time, on
                    
or such later date as the Company may designate by notice to the Warrant Agent
and the holders of Warrant Certificates mailed to their addresses as set forth
in the record books of the Warrant Agent (the “Expiration
Date”). Each Warrant not exercised at or before
[                    
] p.m., [City] time, on the Expiration Date shall become void, and all
rights of the holder of the Warrant Certificate evidencing such Warrant under
this Agreement shall cease.


 


2.3          Exercise of Warrants.


 


(a)           During the period specified in Section 2.2, the
Warrants may be exercised to purchase a whole number of Warrant Securities in
registered form by providing certain information as set forth on the reverse
side of the Warrant Certificate and by paying in full, in lawful money of the
United States of America, [in cash or by certified check or official bank check
in New York Clearing House funds] [by bank wire transfer in immediately
available funds] the Warrant Price for each Warrant Security with respect to
which a Warrant is being exercised to the Warrant Agent at its corporate trust
office, provided that such exercise is subject
to receipt within five business days of such payment by the Warrant Agent of
the Warrant Certificate with the form of election to purchase Warrant
Securities set forth on the reverse side of the Warrant Certificate properly
completed and duly executed. The date on which payment in full of the Warrant
Price is received by the Warrant Agent shall, subject to receipt of the Warrant
Certificate as aforesaid, be deemed to be the date on which the Warrant is
exercised; provided, however, that if, at the date
of receipt of such Warrant Certificates and payment in full of the Warrant
Price, the transfer books for the Warrant Securities purchasable upon the
exercise of such Warrants shall be closed, no such receipt of such Warrant
Certificates and no such payment of such Warrant Price shall be effective to
constitute the person so designated to be named as the holder of record of such
Warrant Securities on such date, but shall be effective to constitute such
person as the holder of record of such Warrant Securities for all purposes at
the opening of business on the next succeeding day on which the transfer books
for the Warrant Securities purchasable upon the exercise of such Warrants shall
be opened, and the certificates for the Warrant Securities in respect of which
such Warrants are then exercised shall be issuable as of the date on such next
succeeding day on which the transfer books shall next be opened, and until such
date the Company shall be under no duty to deliver any certificate for such
Warrant Securities. The Warrant Agent shall deposit all funds received by it in
payment of the Warrant Price in an account of the Company maintained with it
and shall advise the Company by 


 


3

















 


telephone at the end of each day on which a payment
for the exercise of Warrants is received of the amount so deposited to its
account. The Warrant Agent shall promptly confirm such telephone advice to the
Company in writing.


 


(b)           The Warrant Agent shall, from time to time, as
promptly as practicable, advise the Company of (i) the number of Warrant
Securities with respect to which Warrants were exercised, (ii) the
instructions of each holder of the Warrant Certificates evidencing such
Warrants with respect to delivery of the Warrant Securities to which such
holder is entitled upon such exercise, (iii) delivery of Warrant
Certificates evidencing the balance, if any, of the Warrants for the remaining
Warrant Securities after such exercise, and (iv) such other information as
the Company shall reasonably require.


 


(c)           As soon as practicable after the exercise of any
Warrant, the Company shall issue to or upon the order of the holder of the
Warrant Certificate evidencing such Warrant the Warrant Securities to which
such holder is entitled, in fully registered form, registered in such name or
names as may be directed by such holder. If fewer than all of the Warrants
evidenced by such Warrant Certificate are exercised, the Company shall execute,
and an authorized officer of the Warrant Agent shall manually countersign and
deliver, a new Warrant Certificate evidencing Warrants for the number of
Warrant Securities remaining unexercised.


 


(d)           The Company shall not be required to pay any stamp or
other tax or other governmental charge required to be paid in connection with
any transfer involved in the issue of the Warrant Securities, and in the event
that any such transfer is involved, the Company shall not be required to issue
or deliver any Warrant Security until such tax or other charge shall have been
paid or it has been established to the Company’s satisfaction that no such tax
or other charge is due.


 


(e)           Prior to the issuance of any Warrants there shall have
been reserved, and the Company shall at all times through the Expiration Date
keep reserved, out of its authorized but unissued Warrant Securities, a number
of shares sufficient to provide for the exercise of the Warrants.


 


(f)            Notwithstanding any other provision of this Warrant
Agreement or the Warrant Certificates to the contrary, under no circumstances
will the Company be required to effect any “net-cash settlement” (within the
meaning of the Financial Accounting Standards Board’s EITF 00-19, Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Company’s Own Stock) of
any Warrants.


 


ARTICLE 3



OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES


 


3.1          No Rights as Warrant Securityholder
Conferred by Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby
shall entitle the holder thereof to any of the rights of a holder of Warrant
Securities, including, without limitation, the right to receive the payment of
dividends or distributions, if any, on the Warrant Securities or to 


 


4

















 


exercise any voting rights, except to the extent
expressly set forth in this Agreement or the applicable Warrant Certificate.


 


3.2          Lost, Stolen, Mutilated or Destroyed
Warrant Certificates.
Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it and
the Company of the ownership of and the loss, theft, destruction or mutilation
of any Warrant Certificate and/or indemnity reasonably satisfactory to the
Warrant Agent and the Company and, in the case of mutilation, upon surrender of
the mutilated Warrant Certificate to the Warrant Agent for cancellation, then,
in the absence of notice to the Company or the Warrant Agent that such Warrant
Certificate has been acquired by a bona fide purchaser, the Company shall
execute, and an authorized officer of the Warrant Agent shall manually
countersign and deliver, in exchange for or in lieu of the lost, stolen,
destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the
same tenor and evidencing Warrants for a like number of Warrant Securities.
Upon the issuance of any new Warrant Certificate under this Section 3.2,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Warrant Agent) in connection
therewith. Every substitute Warrant Certificate executed and delivered pursuant
to this Section 3.2 in lieu of any lost, stolen or destroyed Warrant
Certificate shall represent an additional contractual obligation of the
Company, whether or not the lost, stolen or destroyed Warrant Certificate shall
be at any time enforceable by anyone, and shall be entitled to the benefits of
this Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder. The provisions of this Section 3.2
are exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement of mutilated, lost, stolen or
destroyed Warrant Certificates.


 


3.3          Holder of Warrant Certificate May Enforce
Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a
Warrant Certificate, without the consent of the Warrant Agent, the holder of
any Warrant Securities or the holder of any other Warrant Certificate, may, in
such holder’s own behalf and for such holder’s own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, such holder’s right to
exercise the Warrants evidenced by such holder’s Warrant Certificate in the
manner provided in such holder’s Warrant Certificate and in this Agreement.


 


3.4          Adjustments.


 


(a)           In case the Company shall at any time subdivide its
outstanding shares of Common Stock into a greater number of shares, the Warrant
Price in effect immediately prior to such subdivision shall be proportionately
reduced and the number of Warrant Securities purchasable under the Warrants
shall be proportionately increased. Conversely, in case the outstanding shares
of Common Stock of the Company shall be combined into a smaller number of
shares, the Warrant Price in effect immediately prior to such combination shall
be proportionately increased and the number of Warrant Securities purchasable
under the Warrants shall be proportionately decreased.


 


5

















 


(b)           If at any time or from time to time the holders of
Common Stock (or any shares of stock or other securities at the time receivable
upon the exercise of the Warrants) shall have received or become entitled to
receive, without payment therefore,


 


(i)            Common Stock or any shares of stock or other
securities which are at any time directly or indirectly convertible into or
exchangeable for Common Stock, or any rights or options to subscribe for,
purchase or otherwise acquire any of the foregoing by way of dividend or other
distribution;


 


(ii)           any cash paid or payable otherwise than as a cash
dividend paid or payable out of the Company’s current or retained earnings;


 


(iii)         any evidence of the Company’s indebtedness or rights
to subscribe for or purchase the Company’s indebtedness; or


 


(iv)          Common Stock or additional stock or other securities
or property (including cash) by way of spinoff, split-up, reclassification,
combination of shares or similar corporate rearrangement (other than shares of
Common Stock issued as a stock split or adjustments in respect of which shall
be covered by the terms of Section 3.4(a) above),


 


then and in each such case, the holder of each Warrant
shall, upon the exercise of the Warrant, be entitled to receive, in addition to
the number of Warrant Securities receivable thereupon, and without payment of
any additional consideration therefore, the amount of stock and other
securities and property (including cash and indebtedness (or rights to
subscribe for or purchase indebtedness) which such holder would hold on the
date of such exercise had he been the holder of record of such Warrant
Securities as of the date on which holders of Common Stock received or became
entitled to receive such shares or all other additional stock and other
securities and property.


 


(c)           In case of (i) any reclassification, capital
reorganization, or change in the Common Stock of the Company (other than as a
result of a subdivision, combination, or stock dividend provided for in Section 3.4(a) or
Section 3.4(b) above), (ii) share exchange, merger or similar
transaction of the Company with or into another person or entity (other than a
share exchange, merger or similar transaction in which the Company is the
acquiring or surviving corporation and which does not result in any change in
the Common Stock other than the issuance of additional shares of Common Stock)
or (iii) the sale, exchange, lease, transfer or other disposition of all
or substantially all of the properties and assets of the Company as an entirety
(in any such case, a “Reorganization Event”),
then, as a condition of such Reorganization Event, lawful provisions shall be
made, and duly executed documents evidencing the same from the Company or its
successor shall be delivered to the holders of the Warrants, so that the
holders of the Warrants shall have the right at any time prior to the
expiration of the Warrants to purchase, at a total price equal to that payable
upon the exercise of the Warrants, the kind and amount of shares of stock and
other securities and property receivable in connection with such Reorganization
Event by a holder of the same number of Warrant Securities as were purchasable
by the holders of the Warrants immediately prior to such Reorganization Event.
In any such case appropriate provisions shall be made with respect to the
rights and interests of the holders of the Warrants so that the provisions
hereof shall thereafter be applicable with respect to 


 


6

















 


any shares of stock or other securities and property
deliverable upon exercise the Warrants, and appropriate adjustments shall be
made to the Warrant Price payable hereunder provided the aggregate purchase
price shall remain the same. In the case of any transaction described in
clauses (ii) and (iii) above, the Company shall thereupon be relieved
of any further obligation hereunder or under the Warrants, and the Company as
the predecessor corporation may thereupon or at any time thereafter be
dissolved, wound up or liquidated. Such successor or assuming entity thereupon
may cause to be signed, and may issue either in its own name or in the name of
the Company, any or all of the Warrants issuable hereunder which heretofore
shall not have been signed by the Company, and may execute and deliver
securities in its own name, in fulfillment of its obligations to deliver Warrant
Securities upon exercise of the Warrants. All the Warrants so issued shall in
all respects have the same legal rank and benefit under this Agreement as the
Warrants theretofore or thereafter issued in accordance with the terms of this
Agreement as though all of such Warrants had been issued at the date of the
execution hereof. In any case of any such Reorganization Event, such changes in
phraseology and form (but not in substance) may be made in the Warrants
thereafter to be issued as may be appropriate.


 


The Warrant Agent may receive a written opinion of
legal counsel as conclusive evidence that any such Reorganization Event
complies with the provisions of this Section 3.4.


 


(d)           The Company may, at its option, at any time until the
Expiration Date, reduce the then current Warrant Price to any amount deemed
appropriate by the Board of Directors of the Company for any period not
exceeding twenty consecutive days (as evidenced in a resolution adopted by such
Board of Directors), but only upon giving the notices required by Section 3.5
at least ten days prior to taking such action.


 


(e)           Except as herein otherwise expressly provided, no
adjustment in the Warrant Price shall be made by reason of the issuance of
shares of Common Stock, or securities convertible into or exchangeable for
shares of Common Stock, or securities carrying the right to purchase any of the
foregoing or for any other reason whatsoever.


 


(f)            No fractional Warrant Securities shall be issued upon
the exercise of Warrants. If more than one Warrant shall be exercised at one
time by the same holder, the number of full Warrant Securities which shall be
issuable upon such exercise shall be computed on the basis of the aggregate
number of Warrant Securities purchased pursuant to the Warrants so exercised.
Instead of any fractional Warrant Security which would otherwise be issuable
upon exercise of any Warrant, the Company shall pay a cash adjustment in
respect of such fraction in an amount equal to the same fraction of the last
sales price (or bid price if there were no sales) per Warrant Security, in
either case as reported on the New York Stock Exchange Composite Tape on the
business day which next precedes the day of exercise or, if the Warrant
Securities are not then listed or admitted to trading on the New York Stock
Exchange, on the principal national securities exchange on which the Warrant
Securities are listed or admitted to trading or, if not listed or admitted to
trading on any national securities exchange, on The NASDAQ Stock Market, LLC,
or if the Warrant Securities are not then listed or admitted to trading on any
national securities exchange or quoted on The NASDAQ Stock Market, LLC, the
average of the closing high bid and low asked prices in the over-the-counter
market, as reported by The NASDAQ Stock Market, LLC, or the Financial
Industry Regulatory Authority, as applicable (“NASDAQ”),
or such other system then in use, or if on any such date the Warrant Securities
are


 


7
















 


not quoted by any such organization, an amount equal
to the same fraction of the average of the closing bid and asked prices as
furnished by any New York Stock Exchange firm selected from time to time by the
Company for that purpose at the close of business on the business day which
next precedes the day of exercise.


 


(g)           Whenever the Warrant Price then in effect
is adjusted as herein provided, the Company shall mail to each holder of the
Warrants at such holder’s address as it shall appear on the books of the
Company a statement setting forth the adjusted Warrant Price then and
thereafter effective under the provisions hereof, together with the facts, in
reasonable detail, upon which such adjustment is based.


 


3.5          Notice
to Warrantholders.
In case the Company shall (a) effect any dividend or distribution
described in Section 3.4(b), (b) effect any Reorganization Event, (c) make
any distribution on or in respect of the Common Stock in connection with the
dissolution, liquidation or winding up of the Company, or (d) reduce the
then current Warrant Price pursuant to Section 3.4(d), then the Company
shall mail to each holder of Warrants at such holder’s address as it shall
appear on the books of the Warrant Agent, at least ten days prior to the
applicable date hereinafter specified, a notice stating (x) the record
date for such dividend or distribution, or, if a record is not to be taken, the
date as of which the holders of record of Common Stock that will be entitled to
such dividend or distribution are to be determined, (y) the date on which
such Reorganization Event, dissolution, liquidation or winding up is expected
to become effective, and the date as of which it is expected that holders of
Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities or other property deliverable upon such Reorganization
Event, dissolution, liquidation or winding up, or (z) the first date on
which the then current Warrant Price shall be reduced pursuant to Section 3.4(d).
No failure to mail such notice nor any defect therein or in the mailing thereof
shall affect any such transaction or any adjustment in the Warrant Price
required by Section 3.4.


 


3.6          [If
the Warrants are subject to acceleration by the Company, insert—Acceleration of
Warrants by the Company.


 


(a)           At any time on or after
                    
, the Company shall have the right to accelerate any or all Warrants at any
time by causing them to expire at the close of business on the day next
preceding a specified date (the “Acceleration Date”),
if the Market Price (as hereinafter defined) of the Common Stock equals or
exceeds
                    
percent (        %) of the then
effective Warrant Price on any twenty Trading Days (as hereinafter defined)
within a period of thirty consecutive Trading Days ending no more than five
Trading Days prior to the date on which the Company gives notice to the Warrant
Agent of its election to accelerate the Warrants.


 


(b)           “Market Price” for each Trading Day shall
be, if the Common Stock is listed or admitted for trading on the New York Stock
Exchange, the last reported sale price, regular way (or, if no such price is
reported, the average of the reported closing bid and asked prices, regular
way) of Common Stock, in either case as reported on the New York Stock Exchange
Composite Tape or, if the Common Stock is not listed or admitted to trading on
the New York Stock Exchange, on the principal national securities exchange on
which the Common Stock is listed or admitted to trading or, if not listed or
admitted to trading on any national 


 


8

















 


securities exchange, on The NASDAQ Stock Market, LLC
or, if not listed or admitted to trading on any national securities exchange or
quoted on The NASDAQ Stock Market, LLC, the average of the closing high bid and
low asked prices in the over-the-counter market, as reported by NASDAQ, or such
other system then in use, or if on any such date the shares of Common Stock are
not quoted by any such organization, the average of the closing bid and asked
prices as furnished by any New York Stock Exchange firm selected from time to
time by the Company for that purpose. “Trading Day” shall be each Monday
through Friday, other than any day on which securities are not traded in the
system or on the exchange that is the principal market for the Common Stock, as
determined by the Board of Directors of the Company.


 


(c)           In the event of an acceleration of less
than all of the Warrants, the Warrant Agent shall select the Warrants to be
accelerated by lot, pro rata or in such other manner as it deems, in its
discretion, to be fair and appropriate.


 


(d)           Notice of an acceleration specifying the
Acceleration Date shall be sent by mail first class, postage prepaid, to each
registered holder of a Warrant Certificate representing a Warrant accelerated
at such holder’s address appearing on the books of the Warrant Agent not more
than sixty days nor less than thirty days before the Acceleration Date. Such
notice of an acceleration also shall be given no more than twenty days, and no
less than ten days, prior to the mailing of notice to registered holders of
Warrants pursuant to this Section 3.6, by publication at least once in a
newspaper of general circulation in the City of New York.


 


(e)           Any Warrant accelerated may be exercised
until
[                    ] p.m.,
[City] time, on the business day next preceding the Acceleration Date. The
Warrant Price shall be payable as provided in Section 2.]


 


ARTICLE 4



EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES


 


4.1          Exchange
and Transfer of Warrant Certificates. [If Other Securities with Warrants which are
immediately detachable — Upon] [If Other Securities with Warrants which are not
immediately detachable — Prior to the Detachable Date, a Warrant Certificate
may be exchanged or transferred only together with the Other Security to which
the Warrant Certificate was initially attached, and only for the purpose of
effecting or in conjunction with an exchange or transfer of such Other
Security. Prior to any Detachable Date, each transfer of the Other Security
shall operate also to transfer the related Warrant Certificates. After the
Detachable Date, upon] surrender at the corporate trust office of the Warrant
Agent, Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants or the transfer
thereof may be registered in whole or in part; provided
that such other Warrant Certificates evidence Warrants for the same
aggregate number of Warrant Securities as the Warrant Certificates so
surrendered. The Warrant Agent shall keep, at its corporate trust office, books
in which, subject to such reasonable regulations as it may prescribe, it shall
register Warrant Certificates and exchanges and transfers of outstanding
Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant
Agent at its corporate trust office for exchange or registration of transfer,
properly endorsed or accompanied by appropriate instruments of registration of
transfer and written instructions for transfer, all in 


 


9

















 


form satisfactory to the Company and the Warrant
Agent. No service charge shall be made for any exchange or registration of
transfer of Warrant Certificates, but the Company may require payment of a sum
sufficient to cover any stamp or other tax or other governmental charge that
may be imposed in connection with any such exchange or registration of
transfer. Whenever any Warrant Certificates are so surrendered for exchange or
registration of transfer, an authorized officer of the Warrant Agent shall
manually countersign and deliver to the person or persons entitled thereto a
Warrant Certificate or Warrant Certificates duly authorized and executed by the
Company, as so requested. The Warrant Agent shall not be required to effect any
exchange or registration of transfer which will result in the issuance of a
Warrant Certificate evidencing a Warrant for a fraction of a Warrant Security
or a number of Warrants for a whole number of Warrant Securities and a fraction
of a Warrant Security. All Warrant Certificates issued upon any exchange or
registration of transfer of Warrant Certificates shall be the valid obligations
of the Company, evidencing the same obligations and entitled to the same
benefits under this Agreement as the Warrant Certificate surrendered for such
exchange or registration of transfer.


 


4.2          Treatment
of Holders of Warrant Certificates. [If Other Securities and Warrants are not
immediately detachable — Prior to the Detachable Date, the Company, the Warrant
Agent and all other persons may treat the owner of the Other Security as the
owner of the Warrant Certificates initially attached thereto for any purpose
and as the person entitled to exercise the rights represented by the Warrants
evidenced by such Warrant Certificates, any notice to the contrary
notwithstanding. After the Detachable Date and prior to due presentment of a
Warrant Certificate for registration of transfer, the] [T]he Company, the Warrant
Agent and all other persons may treat the registered holder of a Warrant
Certificate as the absolute owner thereof for any purpose and as the person
entitled to exercise the rights represented by the Warrants evidenced thereby,
any notice to the contrary notwithstanding.


 


4.3          Cancellation
of Warrant Certificates. Any Warrant Certificate surrendered for exchange, registration of
transfer or exercise of the Warrants evidenced thereby shall, if surrendered to
the Company, be delivered to the Warrant Agent and all Warrant Certificates
surrendered or so delivered to the Warrant Agent shall be promptly canceled by
the Warrant Agent and shall not be reissued and, except as expressly permitted
by this Agreement, no Warrant Certificate shall be issued hereunder in exchange
therefor or in lieu thereof. The Warrant Agent shall deliver to the Company
from time to time or otherwise dispose of canceled Warrant Certificates in a
manner satisfactory to the Company.


 


ARTICLE 5



CONCERNING THE WARRANT AGENT


 


5.1          Warrant
Agent. The
Company hereby appoints
                    
as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth, and
                    
hereby accepts such appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant Certificates hereby
and such further powers and authority to act on behalf of the Company as the
Company may hereafter grant to or confer upon it. All of the terms and
provisions with respect to such powers and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.


 


10

















 


5.2          Conditions
of Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set
forth upon the terms and conditions hereof, including the following to all of
which the Company agrees and to all of which the rights hereunder of the
holders from time to time of the Warrant Certificates shall be subject:


 


(a)           Compensation
and Indemnification.
The Company agrees promptly to pay the Warrant Agent the compensation to be
agreed upon with the Company for all services rendered by the Warrant Agent and
to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including
reasonable counsel fees) incurred without negligence, bad faith or willful
misconduct by the Warrant Agent in connection with the services rendered
hereunder by the Warrant Agent. The Company also agrees to indemnify the
Warrant Agent for, and to hold it harmless against, any loss, liability or
expense incurred without negligence, bad faith or willful misconduct on the
part of the Warrant Agent, arising out of or in connection with its acting as
Warrant Agent hereunder, including the reasonable costs and expenses of
defending against any claim of such liability.


 


(b)           Agent
for the Company.
In acting under this Warrant Agreement and in connection with the Warrant
Certificates, the Warrant Agent is acting solely as agent of the Company and
does not assume any obligations or relationship of agency or trust for or with
any of the holders of Warrant Certificates or beneficial owners of Warrants.


 


(c)           Counsel. The Warrant Agent may consult with
counsel satisfactory to it, which may include counsel for the Company, and the
written advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the advice of such counsel.


 


(d)           Documents. The Warrant Agent shall be protected
and shall incur no liability for or in respect of any action taken or omitted
by it in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the proper
parties.


 


(e)           Certain
Transactions. The
Warrant Agent, and its officers, directors and employees, may become the owner
of, or acquire any interest in, Warrants, with the same rights that it or they
would have if it were not the Warrant Agent hereunder, and, to the extent
permitted by applicable law, it or they may engage or be interested in any
financial or other transaction with the Company and may act on, or as
depositary, trustee or agent for, any committee or body of holders of Warrant
Securities or other obligations of the Company as freely as if it were not the
Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to
prevent the Warrant Agent from acting as trustee under any indenture to which
the Company is a party.


 


(f)            No
Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall
have no liability for interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement or of the Warrant
Certificates.


 


11

















 


(g)           No
Liability for Invalidity. The Warrant Agent shall have no liability with respect to any
invalidity of this Agreement or any of the Warrant Certificates (except as to
the Warrant Agent’s countersignature thereon).


 


(h)           No
Responsibility for Representations. The Warrant Agent shall not be responsible for any
of the recitals or representations herein or in the Warrant Certificates
(except as to the Warrant Agent’s countersignature thereon), all of which are
made solely by the Company.


 


(i)            No
Implied Obligations.
The Warrant Agent shall be obligated to perform only such duties as are herein
and in the Warrant Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrant Certificates
against the Warrant Agent. The Warrant Agent shall not be under any obligation
to take any action hereunder which may tend to involve it in any expense or
liability, the payment of which within a reasonable time is not, in its
reasonable opinion, assured to it. The Warrant Agent shall not be accountable
or under any duty or responsibility for the use by the Company of any of the
Warrant Certificates authenticated by the Warrant Agent and delivered by it to
the Company pursuant to this Agreement or for the application by the Company of
the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty
or responsibility in case of any default by the Company in the performance of
its covenants or agreements contained herein or in the Warrant Certificates or
in the case of the receipt of any written demand from a holder of a Warrant
Certificate with respect to such default, including, without limiting the
generality of the foregoing, any duty or responsibility to initiate or attempt
to initiate any proceedings at law or otherwise or, except as provided in Section 6.2
hereof, to make any demand upon the Company.


 


5.3          Resignation
and Appointment of Successor.


 


(a)           The Company agrees, for the benefit of
the holders from time to time of the Warrant Certificates, that there shall at
all times be a Warrant Agent hereunder until all the Warrants have been
exercised or are no longer exercisable.


 


(b)           The Warrant Agent may at any time resign
as agent by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective; provided that such date shall not be less than three months
after the date on which such notice is given unless the Company otherwise
agrees. The Warrant Agent hereunder may be removed at any time by the filing
with it of an instrument in writing signed by or on behalf of the Company and
specifying such removal and the intended date when it shall become effective.
Such resignation or removal shall take effect upon the appointment by the
Company, as hereinafter provided, of a successor Warrant Agent (which shall be
a bank or trust company authorized under the laws of the jurisdiction of its
organization to exercise corporate trust powers) and the acceptance of such
appointment by such successor Warrant Agent. The obligation of the Company
under Section 5.2(a) shall continue to the extent set forth therein
notwithstanding the resignation or removal of the Warrant Agent.


 


(c)           In case at any time the Warrant Agent
shall resign, or shall be removed, or shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or shall commence a voluntary case
under the Federal bankruptcy laws, as now or hereafter constituted, 


 


12

















 


or under any other applicable Federal or state
bankruptcy, insolvency or similar law or shall consent to the appointment of or
taking possession by a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Warrant Agent or its property
or affairs, or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become due,
or shall take corporate action in furtherance of any such action, or a decree
or order for relief by a court having jurisdiction in the premises shall have
been entered in respect of the Warrant Agent in an involuntary case under the
Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or state bankruptcy, insolvency or similar law, or a decree
or order by a court having jurisdiction in the premises shall have been entered
for the appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or similar official) of the Warrant Agent or of its property or
affairs, or any public officer shall take charge or control of the Warrant
Agent or of its property or affairs for the purpose of rehabilitation,
conservation, winding up or liquidation, a successor Warrant Agent, qualified
as aforesaid, shall be appointed by the Company by an instrument in writing,
filed with the successor Warrant Agent. Upon the appointment as aforesaid of a
successor Warrant Agent and acceptance by the successor Warrant Agent of such
appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.


 


(d)           Any successor Warrant Agent appointed
hereunder shall execute, acknowledge and deliver to its predecessor and to the
Company an instrument accepting such appointment hereunder, and thereupon such
successor Warrant Agent, without any further act, deed or conveyance, shall
become vested with all the authority, rights, powers, trusts, immunities,
duties and obligations of such predecessor with like effect as if originally
named as Warrant Agent hereunder, and such predecessor, upon payment of its
charges and disbursements then unpaid, shall thereupon become obligated to
transfer, deliver and pay over, and such successor Warrant Agent shall be
entitled to receive, all monies, securities and other property on deposit with
or held by such predecessor, as Warrant Agent hereunder.


 


(e)           Any corporation into which the Warrant
Agent hereunder may be merged or converted or any corporation with which the
Warrant Agent may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Warrant Agent shall be a party,
or any corporation to which the Warrant Agent shall sell or otherwise transfer
all or substantially all the assets and business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be
the successor Warrant Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties
hereto.


 


ARTICLE 6



MISCELLANEOUS


 


6.1          Amendment. This Agreement may be amended by the
parties hereto, without the consent of the holder of any Warrant Certificate,
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this Agreement as
the Company and the Warrant Agent may deem necessary or desirable; provided that such action shall not materially adversely
affect the interests of the holders of the Warrant Certificates.


 


13

















 


6.2          Notices
and Demands to the Company and Warrant Agent. If the Warrant Agent shall receive any notice or
demand addressed to the Company by the holder of a Warrant Certificate pursuant
to the provisions of the Warrant Certificates, the Warrant Agent shall promptly
forward such notice or demand to the Company.


 


6.3          Addresses. Any communication from the Company to
the Warrant Agent with respect to this Agreement shall be addressed to
                    
, Attention:                     ,
and any communication from the Warrant Agent to the Company with respect to
this Agreement shall be addressed to Favrille, Inc., 10445 Pacific Center
Court, San Diego, California 92121, Attention: Chief Financial Officer (or such
other address as shall be specified in writing by the Warrant Agent or by the
Company).


 


6.4          Governing
Law. This
Agreement and each Warrant Certificate issued hereunder shall be governed by
and construed in accordance with the laws of the State of New York.


 


6.5          Obtaining
of Governmental Approvals. The Company will from time to time take all action which may be
necessary to obtain and keep effective any and all permits, consents and
approvals of governmental agencies and authorities and securities act filings
under United States Federal and state laws (including without limitation a
registration statement in respect of the Warrants and Warrant Securities under
the Securities Act of 1933, as amended), which may be or become requisite in
connection with the issuance, sale, transfer, and delivery of the Warrant
Securities issued upon exercise of the Warrants, the issuance, sale, transfer
and delivery of the Warrants or upon the expiration of the period during which
the Warrants are exercisable.


 


6.6          Persons
Having Rights Under Warrant Agreement. Nothing in this Agreement shall give to any person
other than the Company, the Warrant Agent and the holders of the Warrant
Certificates any right, remedy or claim under or by reason of this Agreement.


 


6.7          Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.


 


6.8          Counterparts. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.


 


6.9          Inspection
of Agreement. A
copy of this Agreement shall be available at all reasonable times at the
principal corporate trust office of the Warrant Agent for inspection by the
holder of any Warrant Certificate. The Warrant Agent may require such holder to
submit his Warrant Certificate for inspection by it.


 


14

















 


IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, all as of the day and year first above written.


 


	
   

  	
   

  	
  FAVRILLE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Its

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Warrant Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Its

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


[SIGNATURE PAGE TO COMMON
STOCK WARRANT AGREEMENT]


 


15
















 


EXHIBIT A


 


FORM OF WARRANT CERTIFICATE


[Face of Warrant Certificate]


 


	
  [Form if Warrants are attached to Other
  Securities and are not immediately detachable.

  	
  Prior to
                      ,
  this Warrant Certificate cannot be transferred or exchanged unless attached
  to a [Title of Other Securities].]

  
	
   

  	
   

  
	
  [Form of Legend if Warrants are not immediately
  exercisable.

  	
  Prior to
                      ,
  Warrants evidenced by this Warrant Certificate cannot be exercised.]

  



 


EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT

AS PROVIDED HEREIN


 


VOID AFTER
[                    ] P.M.,
[CITY] TIME, ON
                    ,


 


FAVRILLE, INC.


 


WARRANT CERTIFICATE REPRESENTING

WARRANTS TO PURCHASE

COMMON STOCK, PAR VALUE $0.001 PER SHARE


 




	
  No.

  	
  Warrants

  






 


 


This
certifies that
                    or
registered assigns is the registered owner of the above indicated number of
Warrants, each Warrant entitling such owner [if Warrants are attached to Other
Securities and are not immediately detachable — , subject to the registered owner
qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined),]
to purchase, at any time [after
[                    ] p.m.,
[City] time, on
                    
and] on or before
[                    ] p.m.,
[City] time, on                     ,
shares of Common Stock, par value $0.001 per share (the “Warrant
Securities”), of Favrille, Inc. (the “Company”) on the
following basis: during the period from
                    ,
through and including
                    ,
the exercise price per Warrant Security will be
$                    ,
subject to adjustment as provided in the Warrant Agreement (as hereinafter
defined) (the “Warrant Price”). The Holder
may exercise the Warrants evidenced hereby by providing certain information set
forth on the back hereof and by paying in full, in lawful money of the United
States of America, [in cash or by certified check or official bank check in New
York Clearing House funds] [by bank wire transfer in immediately available
funds], the Warrant Price for each Warrant Security with respect to which this
Warrant is exercised to the Warrant Agent (as hereinafter defined) and by
surrendering this Warrant Certificate, with the purchase form on the back
hereof duly executed, at the corporate trust office of [name of Warrant Agent],
or its successor as warrant agent (the “Warrant Agent”),
which is, on the date hereof, at the address specified on the reverse hereof,
and upon compliance with and subject to the conditions set forth herein and in
the Warrant Agreement (as hereinafter defined).


 


The
term “Holder” as used herein shall
mean [if Warrants are attached to Other Securities and are not immediately
detachable — prior to
                    ,
                    
(the “Detachable Date”), the
registered owner of the Company’s [title of Other Securities] to which this
Warrant 


 


16

















 


Certificate
was initially attached, and after such Detachable Date,] the person in whose
name at the time this Warrant Certificate shall be registered upon the books to
be maintained by the Warrant Agent for that purpose pursuant to Section 4
of the Warrant Agreement.


 


The
Warrants evidenced by this Warrant Certificate may be exercised to purchase a
whole number of Warrant Securities in registered form. Upon any exercise of
fewer than all of the Warrants evidenced by this Warrant Certificate, there
shall be issued to the Holder hereof a new Warrant Certificate evidencing
Warrants for the number of Warrant Securities remaining unexercised.


 


This
Warrant Certificate is issued under and in accordance with the Warrant
Agreement dated as of
                    ,
                    
(the “Warrant Agreement”), between
the Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
Holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant
Agent.


 


[If
Warrants are attached to Other Securities and are not immediately detachable —
Prior to the Detachable Date, this Warrant Certificate may be exchanged or
transferred only together with the [Title of Other Securities] (the “Other Securities”) to which this
Warrant Certificate was initially attached, and only for the purpose of
effecting or in conjunction with, an exchange or transfer of such Other
Security. Additionally, on or prior to the Detachable Date, each transfer of
such Other Security on the register of the Other Securities shall operate also
to transfer this Warrant Certificate. After such date, transfer of this] [If
Warrants are attached to Other Securities and are immediately detachable —
Transfer of this] Warrant Certificate may be registered when this Warrant
Certificate is surrendered at the corporate trust office of the Warrant Agent
by the registered owner or such owner’s assigns, in the manner and subject to
the limitations provided in the Warrant Agreement.


 


[If
Other Securities with Warrants which are not immediately detachable — Except as
provided in the immediately preceding paragraph, after] [If Other Securities
with Warrants which are immediately detachable or Warrants alone — After]
countersignature by the Warrant Agent and prior to the expiration of this
Warrant Certificate, this Warrant Certificate may be exchanged at the corporate
trust office of the Warrant Agent for Warrant Certificates representing
Warrants for the same aggregate number of Warrant Securities.


 


This
Warrant Certificate shall not entitle the Holder hereof to any of the rights of
a holder of the Warrant Securities, including, without limitation, the right to
receive payments of dividends or distributions, if any, on the Warrant
Securities (except to the extent set forth in the Warrant Agreement) or to
exercise any voting rights.


 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


This
Warrant Certificate shall not be valid or obligatory for any purpose until
countersigned by the Warrant Agent.


 


17

















 


IN WITNESS WHEREOF, the Company has caused this Warrant to
be executed in its name and on its behalf by the facsimile signatures of its
duly authorized officers.


 


	
  Dated:

  	
   

  	
   

  	
  FAVRILLE, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Countersigned:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  As Warrant Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


18

















 


[REVERSE OF WARRANT CERTIFICATE]


 


(Instructions for Exercise of Warrant)


 


To
exercise any Warrants evidenced hereby for Warrant Securities (as hereinafter
defined), the Holder must pay, in lawful money of the United States of America,
[in cash or by certified check or official bank check in New York Clearing
House funds] [by bank wire transfer in immediately available funds], the
Warrant Price in full for Warrants exercised, to [Warrant Agent] [address of
Warrant Agent], Attn:
                    ,
which payment must specify the name of the Holder and the number of Warrants
exercised by such Holder. In addition, the Holder must complete the information
required below and present this Warrant Certificate in person or by mail
(certified or registered mail is recommended) to the Warrant Agent at the
appropriate address set forth above. This Warrant Certificate, completed and
duly executed, must be received by the Warrant Agent within five business days
of the payment.


 


(To be executed upon exercise of Warrants)


 


The
undersigned hereby irrevocably elects to exercise
                    
Warrants, evidenced by this Warrant Certificate, to purchase                     
shares of the Common Stock, par value $0.001 per share (the “Warrant Securities”), of Favrille, Inc.
and represents that he has tendered payment for such Warrant Securities, in
lawful money of the United States of America, [in cash or by certified check or
official bank check in New York Clearing House funds] [by bank wire transfer in
immediately available funds], to the order of Favrille, Inc., c/o [insert
name and address of Warrant Agent], in the amount of $
                    
in accordance with the terms hereof. The undersigned requests that said Warrant
Securities be in fully registered form in the authorized denominations,
registered in such names and delivered all as specified in accordance with the
instructions set forth below.


 


If the
number of Warrants exercised is less than all of the Warrants evidenced hereby,
the undersigned requests that a new Warrant Certificate evidencing the Warrants
for the number of Warrant Securities remaining unexercised be issued and
delivered to the undersigned unless otherwise specified in the instructions below.


 


	
  Dated

  	
   

  	
   

  	
  Name 

  	
   

  
	
   

  	
   

  	
  (Please Print)

  
	
   

  	
   

  
	
   

  	
  Address 

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Insert Social Security or Other Identifying Number
  of Holder)

  
	
   

  	
   

  
	
  Signature Guaranteed

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
						



 


19

















 


(Signature must
conform in all respects to name of holder as specified on the face of this
Warrant Certificate and must bear a signature guarantee by a bank, trust
company or member broker of the New York, Midwest or Pacific Stock Exchange)


 


This Warrant may be exercised at the following addresses:


 


	
  By hand at

  	
   

  
	
   

  	
   

  
	
  By mail at

  	
   

  
	
   

  	
   

  



 


[Instructions as to form and delivery of Warrant
Securities and, if applicable, Warrant Certificates evidencing Warrants for the
number of Warrant Securities remaining unexercised — complete as appropriate.]


 


20

















 


ASSIGNMENT


 


[Form of assignment to be executed if

Warrant Holder desires to transfer Warrant)


 


FOR
VALUE RECEIVED,
                    
hereby sells, assigns and transfers unto:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Please print name and address including zip code)

  	
   

  	
  Please insert Social Security or other identifying
  number

  



 


the
right represented by the within Warrant to purchase                     
shares of [Title of Warrant Securities] of Favrille, Inc. to which the
within Warrant relates and appoints                     
attorney to transfer such right on the books of the Warrant Agent with full
power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Signature must conform in all respects to name of
  holder as specified on the face of the Warrant)

  



 


Signature Guaranteed


 


21