Exhibit 10.1

FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE

This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (“ First Amendment ”) is made and entered into as of the 22 nd  day of September, 2006, by and between KILROY REALTY, L.P., a Delaware limited partnership (“ Landlord ”), and FAVRILLE, INC., a Delaware corporation  (“ Tenant ”).

R E C I T A L S :

A.            Landlord and Tenant entered into that certain Amended and Restated Office Lease dated as of October 31, 2005 (the “ Lease ”), whereby Landlord leased to Tenant and Tenant leased from Landlord those certain premises consisting of 79,871 rentable square feet of space (“ Existing Premises ”) and comprising the entire building located at 10421 Pacific Center Court, San Diego, California  92121 (the “ 10421 Building ”).  The Existing Premises is referred to in the Lease as the “10421 Premises.”

B.            Tenant desires to expand the Existing Premises to include that certain space consisting of approximately 48,709 rentable square feet of space (the “ Expansion Premises ”), and comprising the entire building located at 10445 Pacific Center Court, San Diego, California  92121 (the “ 10445 Building ”) as delineated on Exhibit A attached hereto and made a part hereof.  The Expansion Premises is referred to in the Lease as the “10445 Premises,” and the 10421 Building and the 10445 Building are part of the project commonly known as “ Pacific Corporate Center .”  In connection therewith, Landlord and Tenant desire to amend the Lease as hereinafter provided.

A G R E E M E N T :

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

1.             Capitalized Terms .  All capitalized terms when used herein shall have the same meaning as is given such terms in the Lease unless expressly superseded by the terms of this First Amendment.

2.             Premises .

2.1.          Modification of Premises .  Effective as of the date (the “ Expansion Commencement Date ”) which is ninety-one (91) days following the date that Landlord commences the construction of the “Improvements” (as that term is defined in Section 2.1 of the First Amendment Work Letter attached hereto as Exhibit B (the “ First Amendment Work

Letter ”)) in the Expansion Premises after the termination or expiration of the “Existing Lease” as provided in Section 11 , below, Tenant shall lease from Landlord and Landlord shall lease to Tenant the Expansion Premises.  Tenant acknowledges and agrees that the Expansion Commencement Date may occur prior to the “Substantial Completion of the Improvements” (as that term is defined in Section 5.4 of the First Amendment Work Letter).  Consequently, effective upon the Expansion Commencement Date, the Premises (as that term is defined in the Lease) shall be increased to include the Expansion Premises.  Landlord and Tenant hereby acknowledge that such addition of the Expansion Premises to the Existing Premises shall, effective as of the Expansion Commencement Date, increase the size of the Premises to approximately 128,580 rentable square feet.  The Existing Premises and the Expansion Premises may hereinafter collectively be referred to as the “ Premises .”

2.2.          Verification of Rentable Square Feet of Expansion Premises .  For purposes of the Lease, the “rentable square feet” of the Expansion Premises shall be calculated pursuant to the Building Owners and Managers Association Standard Method of Measuring Floor Area in Industrial Building, and it accompanying guidelines (“BOMA”).  Within thirty (30) days after the Expansion Commencement Date, Tenant’s space planner/architect shall measure the rentable square feet of the Expansion Premises in accordance with the provisions of this Section, and the results thereof shall be presented to Landlord in writing.  Landlord’s space planner/architect may review Tenant’s space planner/architect’s determination of the number of rentable square feet of the Expansion Premises and Landlord may, within fifteen (15) business days after Landlord’s receipt of Tenant’s space planner/architect’s written determination, object to such determination by written notice to Tenant.  Landlord’s failure to deliver written notice of such objection within said fifteen (15) business day period shall be deemed to constitute Landlord’s acceptance of Tenant’s space planner/architect’s determination.  If Landlord objects to such determination, Landlord’s space planner/architect and Tenant’s space planner/architect shall promptly meet and attempt to agree upon the rentable square footage of the Expansion Premises.  If Landlord’s space planner/architect and Tenant’s space planner/architect cannot agree on the rentable square footage of the Expansion Premises within thirty (30) days after Landlord’s objection thereto, Landlord and Tenant shall mutually select an independent third party space measurement professional to field measure the Expansion Premises pursuant to BOMA.  Such independent third party measurement professional’s determination shall be conclusive and binding on Landlord and Tenant.  Landlord and Tenant shall each pay one-half (½) of the fees and expenses of the independent third party space measurement professional.  To the extent the Lease Term commences prior to such final determination, Tenant’s determination shall be utilized until a final determination is made, whereupon an appropriate adjustment, if necessary, shall be made retroactively, and Landlord, or Tenant, as applicable, shall make appropriate payment to the other.  In the event that it is determined, pursuant to the procedure described in this Section above, that the square footage amounts shall be different from those set forth in this Amendment, all amounts, percentages and figures appearing or referred to in this Amendment based upon such incorrect amount shall be modified in accordance with such determination.  Such final determination shall be confirmed in writing between Landlord and Tenant.

2.3.          Use of the Premises .  Tenant’s use of the Expansion Premises shall be subject to all of the TCCs of the Lease; provided, however, with respect to the Expansion Premises only, and provided any such use is legally permissible, Tenant shall use the Expansion Premises solely for general office use, research and development, warehousing, biotechnology

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labs, pharmaceutical manufacturing (in accordance with cGMP), and any other uses related thereto, all pursuant to the applicable zoning and the Pacific Corporate Center P.I.D.

2.4.          Maintenance and Repair of the Premises .  Tenant’s maintenance and repair obligations with respect to the Expansion Premises shall  subject to all of the TCCs of the Lease; provided, however Tenant shall keep the Expansion Premises in first class order, repair, condition and appearance at all times during the Expansion Term in a manner consistent with the “Comparable Buildings,” as that term is defined in Section 3.2.2 , below.

3.             Lease Term .

3.1.          Expansion Term .  The term of Tenant’s lease of the Expansion Premises (the “ Expansion Term ”) shall commence on the Expansion Commencement Date and expire coterminously with Tenant’s Lease of the Existing Premises on the Lease Expiration Date (i.e.,  June 20, 2025), unless sooner terminated as provided in the Lease, as hereby amended.

3.2.          Expansion Term Option Right .

3.2.1.       Option Right .  Landlord hereby grants the Original Tenant, its Affiliates and any Permitted Assignee, two (2) options to extend the Expansion Term for the entire Expansion Premises each by a period of five (5) years (each, an “ Option Term ”) as set forth in this Section 3.2 .  The TCCs of Section 2.2 of the Lease shall not be applicable to the Expansion Premises.  Such options shall be exercisable only by Notice delivered by Tenant to Landlord as provided below, provided that, as of the date of delivery of such Notice, Tenant is not in default under the Lease (as amended, beyond any applicable notice and cure periods).  Upon the proper exercise of an option to extend, and provided that, as of the end of the then applicable Expansion Term, Tenant is not in default under the Lease (as amended, beyond any applicable notice and cure periods), the Expansion Term, as it applies to the entire Expansion Premises, shall be extended for a period of five (5) years.

3.2.2.       Option Rent .  The Rent payable by Tenant during the Option Term (the “ Option Rent ”) shall be equal to the Market Rent as set forth below.  For purposes of this Section 3.2 , the term “ Market Rent ” shall mean rent (including additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which tenants, as of the commencement of the applicable term are, pursuant to transactions completed within the twenty-four (24) months prior to the date Tenant delivers to Landlord the “Exercise Notice,” as that term is set forth below, leasing non-sublease, non-encumbered, non-synthetic, non-equity space (unless such space was leased pursuant to a definition of “fair market” comparable to the definition of Market Rent) comparable in size, location and quality to the Expansion Premises for a “Comparable Term,” as that term is defined in this Section 3.2.2 (the “ Comparable Deals ”), which comparable space is located in the “Comparable Buildings,” as that term is defined in this Section 3.2.2 , giving appropriate consideration to the annual rental rates per rentable square foot (adjusting the base rent component of such rate to reflect a net value after accounting for whether or not utility expenses are directly paid by the tenant such as Tenant’s direct utility payments provided for in Section 6.1 of the Lease), the standard of measurement by which the rentable square footage is measured, parking ratios, general access to such Comparable Buildings, the general visibility of such Comparable Buildings, and taking into

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consideration only, and granting only, the following concessions (provided that the rent payable in Comparable Deals in which the terms of such Comparable Deals are determined by use of a discounted fair market rate formula shall be equitably increased in order that such Comparable Deals will not reflect a discounted rate) (collectively, the “ Rent Concessions ”):  (a) rental abatement concessions or build-out periods, if any, being granted such tenants in connection with such comparable spaces; (b) tenant improvements or allowances provided or to be provided for such comparable space, taking into account the value of the existing improvements in the Expansion Premises, such value to be based upon the age, quality and layout of the improvements and the extent to which the same can be utilized by this particular Tenant, (c) Proposition 13 protection, and (d) all other monetary concessions, if any, being granted such tenants in connection with such comparable space; provided, however, that notwithstanding anything to the contrary herein, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with the applicable term or the fact that the Comparable Deals do or do not involve the payment of real estate brokerage commissions.  The term “ Comparable Term ” shall refer to the length of the lease term, without consideration of options to extend such term, for the space in question.  In addition, the determination of the Market Rent shall include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s rent obligations during any Option Term.  Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions upon tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants).  If in determining the Market Rent, Tenant would, pursuant to the Comparable Deals and the Rent Concessions set forth therein, otherwise be entitled to a tenant improvement or comparable allowance for the improvement of the Expansion Premises (the “ Option Term TI Allowance ”), Tenant shall not be entitled, and shall not be compelled, to receive such Option Term TI Allowance and Landlord shall reduce the rental rate component of the Market Rent to be an effective rental rate which takes into consideration that Tenant will not receive any Option Term TI Allowance.  The term “ Comparable Buildings ” shall mean the Building and other office and research/development buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation as to the building containing the portion of the Expansion Premises in question), quality of construction, level of services and amenities, size and appearance, and are located in the Sorrento Mesa area of San Diego, California (the “ Comparable Area ”).

3.2.3.       Exercise of Option .  The option contained in this Section 3.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 3.2.3 .  Tenant shall deliver notice (the “ Exercise Notice ”) to Landlord not more than fifteen (15) months nor less than nine (9) months prior to the expiration of the then Expansion Term, stating that Tenant is exercising its option.  Concurrently with such Exercise Notice, Tenant shall deliver to Landlord Tenant’s calculation of the Market Rent (the “ Tenant’s Option Rent Calculation ”).  Landlord shall deliver notice (the “ Landlord Response Notice ”) to Tenant on or before the later to occur of (i)  the date which is thirty (30) days after Landlord’s receipt of the Exercise Notice and Tenant’s Option Rent Calculation, and (ii) the date which is nine (9) months prior to the expiration of the then Expansion Term (the “ Landlord Response Date ”), stating that (A) Landlord is accepting Tenant’s Option Rent Calculation as the Market Rent, or (B) rejecting

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Tenant’s Option Rent Calculation and setting forth Landlord’s calculation of the Market Rent (the “ Landlord’s Option Rent Calculation ”).  Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant may, at its option, accept the Market Rent contained in the Landlord’s Option Rent Calculation.  If Tenant does not affirmatively accept or Tenant rejects the Market Rent specified in the Landlord’s Option Rent Calculation, the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 3.2.5 .

3.2.4.       No Defaults; Required Financial Condition of Tenant .  The rights contained in this Section 3.2 shall be personal to the Original Tenant, its Affiliates and any Permitted Assignee and may only be exercised by such Original Tenant, Affiliate or Permitted Assignee (and not any other assignee, sublessee or other transferee of the Original Tenant’s interest in the Lease, as amended) if the Original Tenant, Affiliate and/or Permitted Assignee occupies not less than one hundred percent (100%) of the then existing Expansion Premises.  The right to extend the Expansion Term as provided in this Section 3.2 may not be exercised if, as of the date of the attempted exercise of the extension option by Tenant, or as of the commencement date of such Option Term, (A) Tenant is in economic or material default pursuant to the terms of the Lease (as amended, beyond any applicable notice and cure periods) , (B)  Tenant has previously been in economic or material default under the Lease (as amended, beyond any applicable notice and cure periods) during the previous twenty-four (24) month period , or (C) Tenant fails to satisfy the “Threshold Requirements,” as that term is set forth in Section 21.2.2 of the Lease.

3.2.5.       Determination of Market Rent .  In the event Tenant objects or is deemed to have objected to the Market Rent, Landlord and Tenant shall attempt to agree upon the Market Rent using reasonable good-faith efforts.  If Landlord and Tenant fail to reach agreement within sixty (60) days following Tenant’s objection or deemed objection to the Landlord’s Option Rent Calculation (the (the “ Outside Agreement Date ”), then (i) in connection with the Option Rent, Landlord’s Option Rent Calculation and Tenant’s Option Rent Calculation, each as previously delivered to the other party, shall be submitted to the arbitrators pursuant to the TCCs of this Section 3.2.4 , and (ii) in connection with any other contested calculation of market Rent, the parties shall each make a separate determination of the Market Rent and shall submit the same to the arbitrators pursuant to the TCCs of this Section 3.2.5 .  The submittals shall be made concurrently with the selection of the arbitrators pursuant to this Section 3.2.5 and shall be submitted to arbitration in accordance with Section 3.2.5.1 through 3.2.5.5 of this First Amendment, but subject to the conditions, when appropriate, of Section 3.2.3 .

3.2.5.1.    Landlord and Tenant shall mutually and reasonably select and appoint one arbitrator who shall by profession be a real estate broker, appraiser or attorney (the “ Neutral Arbitrator ”) who shall have been active over the five (5) year period ending on the date of such appointment in the leasing (or appraisal, as the case may be) of first-class office/lab/manufacturing properties in the Comparable Area.  The determination of the Neutral Arbitrator shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Market Rent, is the closest to the actual Market Rent as determined by the Neutral Arbitrator, taking into account the requirements of Section 3.2.2 of this First Amendment.  Such Neutral Arbitrator shall be appointed within thirty (30) days after the applicable Outside Agreement Date.  Neither the Landlord nor Tenant may, directly or indirectly, consult with the Neutral

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Arbitrator prior to subsequent to his or her appearance.  The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landlord’s counsel and Tenant’s counsel.

3.2.5.2.    Within thirty (30) days of the appointment of the Neutral Arbitrator, such Neutral Arbitrator shall reach a decision as to Market Rent and determine whether the Landlord’s or Tenant’s determination of Market Rent as submitted pursuant to Section 3.2.5.1 and Section 3.2.3 of this First Amendment is closest to Market Rent as determined by such Neutral Arbitrator and simultaneously publish a ruling (“ Award ”) indicating whether Landlord’s or Tenant’s submitted Market Rent is closest to the Market Rent as determined by the Neutral Arbitrator.  Following notification of the Award, the Landlord’s or Tenant’s submitted Market Rent determination, whichever is selected by the Neutral Arbitrator as being closest to Market rent shall become the then applicable Market Rent.

3.2.5.3.    The Award issued by the Neutral Arbitrator shall be binding upon Landlord and Tenant.

3.2.5.4.    If Landlord and Tenant fail to agree upon and appoint the Neutral Arbitrator, then either party may petition Judicial Arbitration & Mediation Services, Inc. (“ JAMS ”) to designate an independent third party to appoint the Neutral Arbitrator, subject to criteria in Section 3.2.5.1 of this First Amendment.

3.2.5.5.    The cost of arbitration shall be paid by the party (either Landlord or Tenant) whose Market Rent is not selected by the Neutral Arbitrator.

3.3.          Expansion Premises Termination Right .  Notwithstanding anything to the contrary in the Lease (as hereby amended), Tenant shall have one-time option to terminate and cancel the Lease with respect to the Expansion Premises only effective as of June 1, 2017 (the “ Termination Date ”) upon Tenant’s delivery of written notice to Landlord (the “ Termination Notice ”), which notice shall be delivered to Landlord on or before December 31, 2016.  Subject to Landlord’s timely receipt of the Termination Notice, the Lease (as hereby amended) with respect to the Expansion Premises only shall automatically terminate and be of no further force or effect, and Landlord and Tenant shall be relieved of their respective obligations under the Lease (as hereby amended) with respect to the Expansion Premises, as of the Termination Date, except with respect to those obligations set forth in the Lease (as amended) which specifically survive the expiration or earlier termination of the Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under the Lease (as hereby amended) with respect to the Expansion Premises arising or accruing prior to the Termination Date.  The termination rights granted to Tenant under this Section 3.3 are personal to the Original Tenant, any Affiliate or a Permitted Assignee and may not be assigned or transferred to any other person or entity.

4.             Base Rent .

4.1.          Existing Premises .  Notwithstanding anything to the contrary in the Lease as hereby amended, Tenant shall continue to pay Base Rent for the Existing Premises in accordance with the terms of Article 3 of the Lease.

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4.2.          Expansion Premises .  Commencing on the Expansion Commencement Date and continuing throughout the Expansion Term, Tenant shall pay to Landlord monthly installments of Base Rent for the Expansion Premises as follows:

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On or before the Expansion Commencement Date, Tenant shall pay to Landlord the Base Rent payable for the Expansion Premises for the first full month of the Expansion Term.

5.             Tenant’s Share of Building Direct Expenses .

5.1.          Existing Premises .  Notwithstanding anything in the Lease, as hereby amended, to the contrary, Tenant shall continue to pay Tenant’s Share of Direct Expenses in connection with the Existing Premises and attributable to the 10421 Building in accordance with the terms of the Lease.

5.2.          Expansion Premises .  Except as specifically set forth in this Section 5.2 , commencing on the Expansion Commencement Date, Tenant shall pay Tenant’s Share of Direct Expenses in connection with the Expansion Premises in accordance with the terms of Article 4 of the Lease, provided that with respect to the calculation of Tenant’s Share of Direct Expenses in connection with the Expansion Premises and attributable to the 10445 Building, Tenant’s Share shall equal 100%.

6.             Abated Rent .  In the event that Tenant is not then in economic default of the Lease (as hereby amended, and beyond any applicable notice and cure period) , then during the twelve month period commencing on the Expansion Commencement Date and ending on the day immediately prior to the first anniversary of the Expansion Commencement Date (the “ Rent Abatement Period ”), Tenant shall only be obligated to pay one-half (½) of (i) the Base Rent and (ii) Tenant’s Share of Direct Expenses, which are otherwise attributable to the Expansion Premises during such Rent Abatement Period (the “ Rent Abatement ”).  To the extent that Tenant is in such economic default of the Lease (as hereby amended, and beyond any applicable notice and cure period) as of the first day of any calendar month that is part of the Rent Abatement Period, then Tenant shall be obligated to immediately pay the full amount of the Base Rent and Tenant’s Share of Direct Expenses otherwise (but for the Rent Abatement) attributable to the Expansion Premises during such calendar month (each such month, a “ Deferred Abatement Month ”); provided, however, that following Tenant’s full payment of any and all such amounts and Tenant’s cure of any such economic default, the Rent Abatement Period shall be extended one (1) month for each Deferred Abatement Month; provided further, however, in no event shall the total dollar amount of such Rent Abatement exceed the dollar amount of the Rent Abatement otherwise attributable to the first twelve months immediately following the Expansion Commencement Date.

7.             Expansion Improvements .  Except as specifically set forth herein, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Expansion Premises, and Tenant shall accept the Expansion Premises in its presently existing, “as-is” condition.  The improvements in the Expansion Premises shall be constructed pursuant to the terms of the First Amendment Work Letter.  The terms and conditions of the First Amendment Work Letter shall not be applicable to the construction of the Existing Premises.

8.             Parking .  Effective as of the Expansion Commencement Date and continuing throughout the Expansion Term, Tenant shall be entitled to utilize, without charge, up to one hundred ninety-four (194) unreserved parking passes in connection with Tenant’s lease of the

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Expansion Premises (the “ Expansion Parking Passes ”) (i.e., four (4) unreserved parking spaces for every 1,000 rentable square feet of the Expansion Premises).  Except as set forth in this Section 8 , Tenant’s use of the Expansion Parking Passes shall be in accordance with the provisions of Article 28 of the Lease.

9.             Security Deposit .  Landlord and Tenant acknowledge that, in accordance with Section 21.1 of the Lease, Tenant has previously delivered the sum of Three Hundred Fifty-Five Thousand Seven Hundred Twenty-Seven and 60/100 Dollars ($355,727.60) (the “ Existing Security Deposit ”) to Landlord as security for the faithful performance by Tenant of the terms, covenants and conditions of the Lease with respect to the Existing Premises.  Landlord shall continue to retain the Existing Security Deposit as security for the faithful performance by Tenant of the terms, covenants and conditions of the Lease, as hereby amended, with respect to the Expansion Premises.  Notwithstanding the foregoing, to the extent that Tenant timely elects to exercise its termination right with respect to the Expansion Premises as set forth in Section 3.3 , above, then subject to the terms and conditions of Section 21.1 of the Lease, the amount of the Security Deposit shall be reduced to Two Hundred Eight-Seven Thousand Five Hundred Thirty-Five and No/100 Dollars ($287,535.00) and Landlord shall, within forty-five days following the Termination Date, return an amount equal to Sixty-Eight Thousand One Hundred Ninety-Two and 60/100 Dollars ($