AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: FAVRILLE, INC., a Delaware corporation; MONTANA MERGER SUB, INC., a Delaware corporation; and MYMEDICALRECORDS.COM, INC., a Delaware corporationAgreement and Plan of Merger and Reorganization • November 13th, 2008 • Favrille Inc • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of November 8, 2008, by and among: FAVRILLE, INC., a Delaware corporation (“Parent”); MONTANA MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and MYMEDICALRECORDS.COM, INC., a Delaware corporation (the “Company”). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
VOTING AGREEMENTVoting Agreement • November 13th, 2008 • Favrille Inc • Biological products, (no disgnostic substances) • Delaware
THIS VOTING AGREEMENT (“Agreement”) is entered into as of November 8, 2008, by and between FAVRILLE, INC., a Delaware corporation (“Parent”), and [ ], [an individual] [a corporation] (“Stockholder”). This Agreement is one of a series of Voting Agreements entered into by and between Parent and each of the persons and entities set forth on the Schedule of Stockholders attached as Exhibit A hereto pursuant to the terms and conditions of that certain Agreement and Plan of Merger and Reorganization of even date herewith (the “Merger Agreement”), by and among Parent, MONTANA MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and MYMEDICALRECORDS.COM, INC., a Delaware corporation (the “Company”).
CREDITOR PLANCreditor Plan • November 13th, 2008 • Favrille Inc • Biological products, (no disgnostic substances) • Delaware
THIS CREDITOR PLAN (“Agreement”) is made and entered into as of November 8, 2008, by and among: FAVRILLE, INC., a Delaware corporation (“Parent”); MYMEDICALRECORDS.COM, INC., a Delaware corporation (the “Company”); and KERSHAW, MACKIE & CO., as the Administrative Agent (defined below). Certain other capitalized terms used in this Agreement are defined in that certain Agreement and Plan of Merger and Reorganization of even date herewith (the “Merger Agreement”), by and among Parent, MONTANA MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and the Company.
