AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

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Exhibit 4.2

FAVRILLE, INC.

AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT

MARCH 26, 2004

TABLE OF CONTENTS

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FAVRILLE, INC.

AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT

         THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Agreement" ) is made and entered into as of March 26, 2004, by and among FAVRILLE, INC. , a Delaware corporation (the "Company" ), and the investors listed on Schedule A attached hereto (each of which is referred to herein as an "Investor" and all of which are collectively referred to herein as the "Investors" ).

RECITALS

         WHEREAS, certain of the Investors are purchasing shares of the Company's Series C Preferred Stock (the "Series C Stock" ), pursuant to that certain Series C Preferred Stock Purchase Agreement (the "Purchase Agreement" ) of even date herewith (the "Financing" );

         WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution and delivery of this Agreement;

         WHEREAS, certain of the Investors (the "Prior Investors" ) are holders of the Company's Series A Preferred Stock (the "Series A Stock" ), Series B Preferred Stock (the "Series B Stock" ) and/or Series B-2 Preferred Stock (the "Series B-2 Stock" and, together with the Series A Stock, the Series B Stock and the Series C Stock, the "Preferred Stock" );

         WHEREAS, the Prior Investors and the Company are parties to that certain Amended and Restated Investor Rights Agreement entered into as of June 25, 2003 (the "Prior Agreement" );

         WHEREAS, the parties to the Prior Agreement desire to terminate the Prior Agreement and accept the rights and covenants hereof in lieu of their rights and covenants under the Prior Agreement; and

         WHEREAS, in connection with the consummation of the Financing, the Company and the Investors have agreed to the registration rights, information rights and other rights as set forth below.

AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree hereto as follows:

SECTION 1. REGISTRATION RIGHTS.

        The Company covenants and agrees as follows:

         1.1    Definitions.     For purposes of this Section 1:

         (a)    The term "1934 Act" shall mean the Securities Exchange Act of 1934, as amended.

         (b)    The term "Act" shall mean the Securities Act of 1933, as amended.

         (c)    The term "Form S-3" shall mean such form under the Act as in effect on the date hereof or any registration form under the Act subsequently adopted by the SEC (as defined below) which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

         (d)    The term "Holder" shall mean any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 1.13 hereof.

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         (e)    The terms "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document.

         (f)     The term "Registrable Securities" shall mean the common stock of the Company (the "Common Stock" ) issuable or issued upon conversion of the Preferred Stock.

         (g)    The number of shares of "Registrable Securities then outstanding" shall mean the number of shares of Common Stock outstanding which are Registrable Securities, and the number of shares of Common Stock issuable upon conversion of the outstanding shares of Preferred Stock which are Registrable Securities.

         (h)    The term "SEC" shall mean the Securities and Exchange Commission.

         1.2    Demand Registration.     

         (a)    If the Company shall receive at any time not earlier than the earlier of (i) June 23, 2006 and (ii) one year after the effective date of the Company's initial public offering of its securities registered under the Act a written request from the Holders of 25% of the Registrable Securities then outstanding that the Company register for sale under the Act all or any portion of the shares of Registrable Securities then held by all Holders, the Company will:

         (i)     within ten days after the receipt thereof, give written notice of such request to all Holders; and

         (ii)    use its reasonable best efforts to cause the registration under the Act of all Registrable Securities which the Holders request to be registered, subject to the limitations of Section 1.2(b) below.

         (b)    If the Holders initiating the registration request hereunder (the "Initiating Holders" ) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 1.2(a) above and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.4(e) below) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant to this Agreement, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated in the following manner. First, the securities to be included in such registration that do not constitute Registrable Securities shall be reduced to the extent required by the underwriter. If, following the reduction in the securities not constituting Registrable Securities to be included in such registration, a further reduction in the number of shares to be included in such registration is required, the number of Registrable Securities issued or issuable upon conversion of the Series A Stock, Series B Stock and Series B-2 Preferred Stock shall be reduced to the extent required by the underwriter, and such reduction shall be allocated among all Holders of Registrable Securities issued or issuable upon conversion of the Series A Stock, Series B Stock and Series B-2 Preferred Stock in proportion, as nearly as practicable, to the respective aggregate

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amounts of such Registrable Securities held by each such Holder at the time of the filing of the Registration Statement. If, following the reduction in the Registrable Securities issued or issuable upon conversion of the Series A Stock, Series B Stock and Series B-2 Stock to be included in the Registration Statement, a further reduction in the number of shares to be included in such underwriting and registration is required, the number of shares of Registrable Securities issued or issuable upon conversion of the Series C Stock shall be reduced to the extent required by the underwriter, and such reduction shall be allocated among all Holders of Registrable Securities issued or issuable upon conversion of the Series C Stock in proportion, as nearly as practicable, to the respective aggregate amounts of such Registrable Securities held by each such Holder at the time of the filing of the Registration Statement.

         (c)    Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company (the "Board" ), it would be detrimental to the Company and its stockholders for such registration statement to be filed and the filing of such registration statement should therefore be delayed, the Company shall have the right to delay taking action with respect to such filing for one periods of not more than 90 days each in any 12-month period after receipt of the request of the Initiating Holders. If the Company delivers such a notice or otherwise does not take steps to effect a Registration in reliance upon this Section 1.2, any Holder of Registrable Securities that had requested to be included in such Registration shall be entitled to withdraw from such Registration and such Registration shall not count as not count as a registration pursuant to Section 1.2 for purposes of Section 1.2(d)(i).

         (d)    In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:

         (i)     after the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective;

         (ii)    during the period starting with the date 90 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause the Section 1.3 registration statement to become effective; or

         (iii)  if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below (and such registration will not count as a registration pursuant to Section 1.2 for purposes of Section 1.2(d)(i)).

         1.3    Company Registration.     If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of any Holder given within 20 days after the giving of such notice by the Company in accordance with Section 3.5 below, the Company shall, subject to the provisions of Section 1.8 below, cause to be registered under the Act all of the Registrable Securities that such Holder has requested to be registered.

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         1.4    Obligations of the Company.     Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably practicable:

         (a)    Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to 120 days or until the distribution contemplated in the Registration Statement has been completed; provided, however , that (i) such 120-day period shall be extended for a period of time equal to the period the Holders refrain from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities of the Company), and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until the majority of such Registrable Securities are sold, provided that Rule 415 under the Act, or any successor rule under the Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (I) includes any prospectus required by Section 3 of the Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the 1934 Act in the registration statement.

         (b)    Prepare and file, as expeditiously as reasonably practicable and in any event within 90 days, with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement.

         (c)    Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

         (d)    Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

         (e)    In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

         (f)     Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating to the registration statement is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company will amend or supplement each prospectus in order to cause such prospectus not to include any untrue statement of material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

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         (g)    Cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange on which similar securities issued by the Company are then listed.

         (h)    Provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

         (i)     Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a registration pursuant to this Agreement, (i) a copy of any opinion provided by the counsel representing the Company to the underwriters in connection with such registration, and (ii) a copy of any letter from the independent certified public accountants of the Company to the underwriters in connection with such registration.

         (j)     Notify each seller of Registrable Securities under such registration statement of (i) the effectiveness of such registration statement, (ii) the filing of any post-effective amendments to such registration statement, or (iii) the filing of a supplement to such registration statement.

         (k)    Make available for inspection upon reasonable notice during the Company's regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement.

         1.5    Furnish Information.     

         (a)    It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities.

         (b)    The Company shall have no obligation with respect to any registration requested pursuant to Section 1.2 or Section 1.12 hereof if the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price, if any, required to originally trigger the Company's obligation to initiate such registration as specified in Section 1.2(a) or clause (2) of Section 1.12(b) hereof, whichever is applicable.

         1.6    Expenses of Demand Registration.     All expenses, other than underwriting discounts and commissions relating to Registrable Securities, incurred in connection with registrations, filings or qualifications pursuant to Section 1.2 hereof, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of one special counsel for the selling stockholders and another counsel for the Company shall be borne by the Company; provided, however , that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 hereof if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2 hereof; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company not previously known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be

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required to pay any of such expenses and shall retain their rights pursuant to Section 1.2 hereof; provided further, however, that the Company shall pay all expenses in connection with any registration begun pursuant to Section 1.2 that is subsequently withdrawn by the Company.

         1.7    Expenses of Company Registration.     The Company shall bear and pay all expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 1.3 hereof for each Holder (which right may be assigned as provided in Section 1.13 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to Registrable Securities.

         1.8    Underwriting Requirements.     In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under Section 1.3 hereof to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and approved by the Board. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 30% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the selling stockholders may be excluded if the underwriters make the determination described above. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling stockholder", and any pro rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling stockholder", as defined in this sentence.

         1.9    Delay of Registration.     No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

         1.10    Indemnification.     In the event any Registrable Securities are included in a registration statement under this Section 1:

         (a)    To the extent permitted by applicable federal and state law, the Company will indemnify and hold harmless each Holder, each of its officers, directors and partners, any underwriter (as defined in the Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Act or the 1934 Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation" ): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required

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to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Act, the 1934 Act or any state securities law; and the Company will pay to each such Holder, each of its officers, directors and partners, underwriter or controlling person, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however , that the indemnity agreement contained in this Section 1.10(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person.

         (b)    To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Act, any underwriter, any other Holder selling securities in such registration statement, each of its officers, directors and partners, and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.10(b) in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 1.10(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall any indemnity under this Section 1.10(b) exceed the proceeds from the offering received by such Holder, net of any applicable underwriting discounts or commissions.

         (c)    Promptly after receipt by an indemnified party under this Section 1.10 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.10, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however , that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party, to the extent prejudiced, of any liability to the indemnified party under this Section 1.10, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.10.

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         (d)    If the indemnification provided for in this Section 1.10 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations; provided, however, that in no event shall any contribution by a Holder under this Section 1.10(d) exceed the proceeds from the offering received by such Holder, net of any applicable underwriting discounts or commissions. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

         (e)    Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered