<Page>
Exhibit 10.30
THE SALE, TRANSFER, ASSIGNMENT, PLEDGE OR ENCUMBRANCE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT IS SUBJECT TO THE TERMS AND
CONDITIONS OF A SHAREHOLDERS' AGREEMENT DATED AS OF THE DATE HEREOF, AMONG REGAL
ACQUISITION CORP. AND CERTAIN OTHER SIGNATORIES THERETO.
WARRANTS
To Acquire
Common Shares
REGAL GREETINGS & GIFTS CORPORATION
CLASS A WARRANTS
Certficate No. A-1 No. of Warrants: 11,000
THIS CERTIFIES that, for the sum of $1.00 now paid by RoyNat and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, RoyNat is the registered holder of the number of warrants
specified above (subject to adjustment as hereinafter provided) (the "WARRANTS")
of Regal Greetings & Gifts Corporation, each of which entitles the Holder, upon
payment of the Exercise Price to acquire one (1) Common Share in the capital of
the Corporation (subject to adjustment as hereinafter provided), on and subject
to the terms and conditions set forth below.
1. DEFINITIONS. In this Warrant Certificate, capitalized terms and phrases
shall, if not defined herein, have the meaning ascribed to them in the
Shareholders Agreement and, unless there is something in the subject matter or
context inconsistent herewith, the following terms shall have the following
meanings, respectively:
"COMMON SHARES" means common shares in the capital of the Corporation,
as such shares are constituted on the date hereof and, in the event
there shall occur a change/event in respect of or affecting the Common
Shares referred to in Article 6 (whether or not such change/event shall
result in an adjustment in the Exercise Price) (including a
redesignation, reclassification, subdivision, redivision, reduction,
combination or consolidation), the term "Common Shares" shall mean the
shares, other securities or other property resulting from such
change/event to which the holder hereof is entitled upon conversion;
"CORPORATION" means Regal Greetings & Gifts Corporation, a corporation
incorporated under the laws of Canada, and its successors and permitted
assigns;
"EXERCISE PRICE" means the sum of One Hundredth of a Dollar ($0.01) in
Canadian funds, subject to adjustment as provided herein;
<Page>
"FULLY DILUTED" means the number of Common Shares outstanding at any
time including any stock dividends which have been declared but not
issued and assuming all securities which are convertible or
exchangeable directly or indirectly into such Common Shares are
converted or exchanged into Common Shares and all options, warrants or
rights to acquire directly or indirectly such Common Shares shall be
treated as if exercised;
"HOLDER" means RoyNat or such other Person who at any time and from
time to time is the registered holder of Warrants;
"PERSON" is to be broadly interpreted and shall include an individual,
a company, a partnership, a trust, an unincorporated organization, a
joint venture, the government of a country or any political subdivision
thereof, or an agency or department of any such government, and the
executors, administrators or other legal representatives of an
individual in such capacity.
"ROYNAT" means RoyNat Capital Inc., a corporation incorporated under
the laws of Canada;
"ROYNAT DEBENTURE" means the debenture of even date issued by the
Corporation to RoyNat in the principal amount of $7,000,000.
"SHAREHOLDERS AGREEMENT" means the unanimous shareholders agreement
dated as of the date hereof between the Corporation, RoyNat, RGG
Acquisition, Inc., MDC Corporation Inc. and McGuggan LLP;
"SUBSCRIPTION FORM" means the form of subscription annexed hereto as
Schedule A;
"WARRANTS" has the meaning given on the first page hereof;
"WARRANT CERTIFICATE" means this warrant certificate and any deed or
instrument supplemental or ancillary hereto and any schedules hereto or
thereto and not to any particular article, section, subsection, clause,
subclause or other portion hereof.
2. CONDITIONS. Each Warrant entitles the Holder to purchase, at any time
and from time one (1) Common Share at a price per Common Share equal to the
Exercise Price, all subject to the adjustments hereinafter provided.
3. EXERCISE OF WARRANTS Should the Holder desire to exercise any Warrants
to purchase Common Shares, the Holder shall be required to deliver to the
Corporation a completed Subscription Form, substantially in the form attached
hereto as Schedule A, duly executed by the Holder, and payment to the
Corporation for the account of the Corporation, by cash or by certified or bank
cashier's cheque, of the purchase price for the number of Common Shares being
purchased (computed to the nearest whole cent, and one-half of a cent being
rounded up). The Common Shares issuable upon the exercise of Warrants shall be
deemed to be issued to the Holder on the basis set out herein on the date on
which a duly executed Subscription Form and related payment is received by the
Corporation at the principal address of the Corporation (or such other office or
agency of the Corporation as it may designate in writing to the Holder at the
<Page>
-3-
address of such Holder appearing on the books of the Corporation), provided such
date is a Business Day and in the event that it is not, then on the next
Business Day (the "EXERCISE DATE") and the Holder shall be entered on the books
of the Corporation as at the Exercise Date as the Holder of such number of
Common Shares. The Corporation shall, as soon as practicable, and in any event
within five (5) Business Days following the Exercise Date, deliver to the Holder
or to such Person as it may designate in the Subscription Form, a certificate
for the Common Shares which the Holder, or such Person as it may designate in
the Subscription Form, is entitled to receive, in accordance with the provisions
of this Warrant. In the event that at any time the Holder exercises Warrants to
purchase all of the Common Shares which it is entitled to purchase upon exercise
of all of the Warrants evidenced by this Warrant Certificate, following receipt
by the Holder, or such Person as it designated, of all such Common Shares which
the Holder, or such Person as it designated, is entitled to receive pursuant
hereto, the Warrants shall be deemed to be surrendered. In the event that at any
time the Holder exercises Warrants to purchase some, but not all, of the Common
Shares which it is entitled to purchase hereunder, a replacement Warrant
Certificate with terms identical to this Warrant Certificate (save for the
number of Warrants and Common Shares which may be subscribed for and purchased),
reflecting the remaining number of Warrants and Common Shares which the Holder
is entitled to purchase shall be issued to the Holder without charge or cost to
the Holder and this Warrant Certificate shall thereafter be deemed surrendered.
4. NOT A SHAREHOLDER Nothing in this certificate or in the holding of
Warrants evidenced hereby shall be construed as conferring upon the Holder any
right or interest whatsoever as a shareholder of the Corporation.
5. NO FRACTIONAL SHARES Notwithstanding any provisions to the contrary
herein, the Corporation shall not be required to issue any fractional shares in
the capital of the Corporation (unless such fractional shares arise from a
consolidation of shares) in connection with any exercise of Warrants, and in the
event that the calculation of the number of Common Shares issuable upon such
exercise results in a number which includes a fraction of whole shares, then the
Corporation shall in lieu of issuing any fractional shares in the capital of the
Corporation, pay to the Holder, or to such Person as it may designate in the
relevant Subscription Form, an amount of lawful money of Canada equal (computed
to the nearest whole cent, and one-half of a cent being rounded up) to the
appropriate fraction of the Exercise Price within five (5) Business Days
following the Exercise Date.
6. ADJUSTMENTS AND RULES
6.1 ADJUSTMENT TO EXERCISE PRICE The rights of the Holder, including the
number of Common Shares to which it is entitled upon the exercise of the
Warrants and the Exercise Price therefor, will be adjusted as provided in, and
in accordance with the provisions of, this Warrant Certificate.
<Page>
-4-
6.1.1 COMMON SHARE REORGANIZATION If at any time while Warrants remains
outstanding, the Corporation:
(1) issues Common Shares or securities exchangeable for or
convertible into Common Shares to all or substantially all the
holders of the Common Shares as a stock dividend;
(2) makes a distribution on its outstanding Common Shares payable
in Common Shares or securities exchangeable for or convertible
into Common Shares;
(3) subdivides, redivides or changes its outstanding Common Shares
into a greater number of shares; or
(4) consolidates, reduces, combines or changes its outstanding
Common Shares into a smaller number of shares,
(any of such events being called a "COMMON SHARE REORGANIZATION"), the Holder,
upon exercising any Warrant on or after the record date or effective date of
such Common Share Reorganization (whichever is earlier), will be entitled to
receive in lieu of the number of Common Shares to which the Holder was
theretofore entitled upon such exercise, the number of Common Shares which the
Holder would have been entitled to receive as a result of such Common Share
Reorganization if, on the record date or effective date thereof (as the case may
be), the Holder had been the registered holder of the number of Common Shares to
which the Holder was theretofore entitled upon exercise of such Warrant, without
the Holder making any additional payment or giving any other consideration
therefor.
6.1.2 SPECIAL DISTRIBUTION If at any time while Warrants remain outstanding,
the Corporation fixes a record date for or effects the issue or the distribution
to all or substantially all of the holders of Common Shares of:
(1) shares of the Corporation of any class other than Common
Shares;
(2) rights, options or warrants to acquire shares or securities
exchangeable for or convertible into shares or property or
other assets of the Corporation;
(3) evidence of indebtedness; or
(4) any property or other assets,
<Page>
-5-
and if such issuance or distribution does not constitute a Common Share
Reorganization or a Top-up Offering (any of such non-excluded events being
called a "SPECIAL DISTRIBUTION"), the Holder, upon exercising any Warrant on or
after the record date or effective date of such Special Distribution (whichever
is earlier), will be entitled to receive, in addition to the number of Common
Shares to which the Holder is entitled upon such exercise, the shares, rights,
options, warrants, evidences of indebtedness or property or other assets which
the Holder would have been entitled to receive as a result of such Special
Distribution if, on the record date or effective date therefor (as the case may
be), the Holder had been the registered holder of the number of Common Shares to
which the Holder is entitled upon the exercise of such Warrant, without the
Holder making any additional payment or giving any other consideration therefor.
No Special Distribution shall be carried into effect unless all necessary steps
shall have been taken to so entitle the Holder to the foregoing.
6.1.3 CAPITAL REORGANIZATION If at any time while Warrants remain
outstanding, there is a redesignation or reclassification of the Common Shares
outstanding at any time or change of the Common Shares into other shares or into
other securities (other than a Common Share Reorganization), or a consolidation,
amalgamation or merger of the Corporation with or into any other corporation or
other entity (other than a consolidation, amalgamation or merger which does not
result in any reclassification of the outstanding Common Shares or a change of
the Common Shares into other shares), or a transfer of the undertaking or assets
of the Corporation as an entirety or substantially as an entirety to another
corporation or other entity (any of such events being called a "CAPITAL
REORGANIZATION"), the Holder, upon exercising any Warrant on or after the
effective date of such Capital Reorganization, will be entitled to receive in
lieu of the number of Common Shares to which the Holder was theretofore entitled
upon such exercise, the kind and number of shares, other securities or other
property which the Holder would have been entitled to receive as a result of
such Capital Reorganization if, on the effective date thereof, the Holder had
been the registered holder of the number of Common Shares to which the Holder
was theretofore entitled upon exercise of such Warrant, without the Holder
making any additional payment or giving any other consideration therefor. No
Capital Reorganization shall be carried into effect unless all necessary steps
shall have been taken to so entitle the Holder to the foregoing. If necessary,
appropriate adjustments will be made as a result of any such Capital
Reorganization in the application of the provisions set forth in this Article 6
with respect to the rights and interests thereafter of the Holder to the end
that the provisions set forth in this Article 6 will thereafter correspondingly
be made applicable as nearly as may reasonably be in relation to any shares,
other securities or other property thereafter deliverable upon the exercise of
any Warrant. Any such adjustment must be made by and set forth in an amendment
to this Agreement approved and agreed to, in substance and form, by the Holder
prior to effecting any Capital Reorganization requiring such adjustment.
<Page>
-6-
6.1.4 TOP-UP RIGHT Except in respect of a Common Share Reorganization, if the
Corporation issues Common Shares or rights, options or warrants to acquire
shares or securities exchangeable for or convertible into Common Shares,
including, without limitation, pursuant to any employee share purchase, option
or rights plan of any kind whatsoever (any of such events called being called a
"TOP-UP OFFERING"), then the Holder, upon exercising any Warrant on or after the
occurrence of any particular Top-up Offering , will be entitled to receive
(without the Holder making any additional payment or giving any other
consideration therefor), such number of Common Shares as is equal to the number
of Common Shares to which the Holder would be entitled upon such exercise (but
for the operation of this Section 6.1.4) multiplied by a fraction the numerator
of which shall the number of Common Shares outstanding after giving full effect
to the particular Top-up Offering (calculated on a Fully Diluted basis),
including the number of Common Shares offered pursuant to the Top-up Offering,
or, as the case may be, the number of Common Shares for or into which the
rights, options, warrants or other securities so offered pursuant to the
particular Top-up Offering could be exercised, exchanged or converted, and the
denominator of which shall be the number of Common Shares outstanding
immediately prior to the issuance of securities pursuant to the particular
Top-up Offering (all of which shall be calculated on a Fully Diluted Basis).
It is hereby acknowledged and agreed that in the event that the
Corporation issues Common Shares to any of its employees pursuant to any
employee share purchase plan established by the Corporation resulting in 20% of
the common shares (determined on an issued and outstanding basis, and not on a
Fully Diluted Basis) of the Corporation being held by such employees, the
Holder, upon exercising all of the warrants issued to the Holder hereunder, will
be entitled to receive (without the Holder making any additional payment or
giving any other consideration therefor), 13,750 Common Shares.
6.2 RULES REGARDING CALCULATION OF ADJUSTMENT
6.2.1 DEEMED AMENDMENT OF AGREEMENT The adjustments provided for in this
Article 6 are cumulative and will be made successively whenever an event
referred to therein occurs, subject to the following Sections of this Section
6.2. After any adjustment pursuant to this Article, the term "Common Shares"
where used in this Agreement shall be interpreted to mean the shares which, as a
result of all previous adjustments pursuant to this Article, the Holder would
have been entitled to receive upon the exercise by the Holder of any Warrant,
and the number of shares indicated in any Subscription Form shall be interpreted
to mean the number of shares which, as a result of all previous adjustments
pursuant to this Article, the Holder would have been entitled to receive upon
the full exercise of this Article 6 entitling the Holder to purchase the number
of shares so indicated. If any question arises with respect to the adjustment
provided for in this Article, such question shall be referred to the auditors of
the Corporation and their determination shall be binding upon the Corporation.
<Page>
-7-
6.2.2 REQUIREMENT FOR THE HOLDER CONSENT NOT AFFECTED The Corporation
acknowledges that, under Section 6.2.6(c) and Article 7 and under various
documentation of even date herewith entered into among the Corporation, the
Holder and other parties, the Corporation is required to obtain the prior
written consent of the Holder before taking certain of the steps referred to in
this Article. The Corporation acknowledges and agrees that the provisions of
this Article do not in any way affect or limit the requirement for such consent
and shall not in any way be deemed to be the consent by the Holder to the taking
of any such step or steps.
6.2.3 MATERIAL EVENTS In case the Corporation after the date of this
Agreement takes any action affecting the Common Shares or holders of Common
Shares, other than an event provided for in Section 6.1, which would materially
affect the rights of the Holder hereunder, the number of Common Shares issuable
upon the exercise of any Warrant and such other rights as may be applicable will
be adjusted in such manner, if any, and at such time, as shall be equitable in
the circumstances. Any such adjustment must be made by and be set forth in an
amendment to this Agreement approved and agreed to, in substance and form, by
the Holder prior to any action being taken which would require such adjustment.
6.2.4 DEEMED RECORD DATE In the absence of a resolution of the directors of
the Corporation fixing a record date for any particular event described in
Section 6.1, the Corporation will be deemed to have fixed as the record date
therefor the date on which such particular event is effected.
6.2.5 NO ADDITIONAL CONSIDERATION The Corporation agree that the purchase
price of Common Shares under any Warrant is nominal and if there occurs any
event which requires or might require adjustment in any of the entitlements of
the Holder pursuant to this Agreement, the Holder may receive any additional
securities, property or other benefits to which it is entitled pursuant hereto
without the Holder making any additional payment or giving any other
consideration therefor.
<Page>
-8-
6.2.6 NOTICE OF ADJUSTMENT OF NUMBER OF COMMON SHARES PURCHASABLE UPON
EXERCISE
(1) At least 21 days prior to the effective date or record date,
as the case may be, of any event which requires or might
require adjustment in any of the rights pursuant to any
Warrant, including the number of Common Shares which are
issuable upon the exercise of the any Warrant, or such longer
period of notice as the Corporation has provided or shall be
required to provide holders of Common Shares in respect of any
such event, the Corporation shall give notice to the Holder of
the particulars of such event and, if determinable, the
required adjustment and the computation of such adjustment.
(2) In case any adjustment for which a notice in Section 6.2.6(a)
has been given is not then determinable, the Corporation shall
promptly after such adjustment is determinable give notice to
the Holder of the adjustment and the computation of such
adjustment.
(3) The Corporation shall not undertake or effect any event which
requires or might require adjustment in any of the rights
pursuant to any Warrant without the prior written consent of
the Holder.
6.2.7 FILINGS If the issuance of any Common Shares of the Corporation or
other securities upon the exercise of any Warrant requires any filing with or
registration with or approval of any stock exchange or provincial securities
regulatory authority or any governmental authority in Canada or a province
thereof or compliance with any other requirement under any applicable law before
such shares or securities may be validly issued upon such exercise of the
purchase rights hereunder, the Corporation will take such actions as may be
necessary or desirable to secure such filing, registration, approval or
compliance as the case may be. In the event that the Corporation files a
prospectus or other public offering document following the date hereof, the
Corporation will use its reasonable best efforts to qualify pursuant to such
prospectus or the public offering the distribution of the shares or securities
issuable hereunder.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CORPORATION
7.1 WARRANTIES AND REPRESENTATIONS The Corporation represents and warrants
to the Holder:
(1) that it is duly authorized to execute, deliver and perform its
obligation under this Warrant Certificate and create and issue
the Common Shares issued hereunder and that this Warrant
Certificate, when signed and delivered by the Corporation,
will be a valid and enforceable obligation of
<Page>
-9-
the Corporation enforceable in accordance with the provisions
hereof; and
(2) that the Common Shares which the Holder is entitled on the
full exercise of the Warrants represent 11% of the issued and
outstanding Common Shares on a Fully Diluted basis.
7.2 POSITIVE COVENANTS The Corporation covenants that:
(1) it will cause the Common Shares from time to time purchased
upon the exercise of any Warrants, and the certificates
evidencing such Common Shares, to be duly issued;
(2) it shall, for so long as Warrants remain outstanding, have
authorized, reserved, allotted and keep available out of its
authorized but unissued capital, such number of Common Shares,
or such other securities as may be applicable, as shall from
time to time be sufficient to effect the exercise of all of
the Warrants then outstanding. As a condition precedent to the
taking of any action to effect any event described in Section
6.1, the Corporation shall take any corporate action which may
be necessary or desirable in order that the Corporation shall
have unissued and reserved in its authorized capital, and may
validly and legally issue as fully paid and non-assessable,
the Common Shares or such other securities as may be
applicable to which the Holder is entitled to receive on the
full exercise of the Warrants; and
(3) the shares issued as provided for herein shall be issued as
fully paid and non-assessable shares, free from all taxes,
liens and charges with respect to the issuance thereof and the
Corporation shall take no action which would cause a contrary
result.
7.3 NEGATIVE COVENANTS The Corporation shall not, and shall not permit its
subsidiaries to, without the prior written consent of the Holder, take any
action which would require any adjustment provided for in Article 6.
8. CORPORATION BUY-BACK OPTION In the event that the Corporation purchases
for cancellation some but not all of the Warrants, the Corporation shall issue
and deliver to the Holder a replacement Warrant Certificate with terms identical
to this Warrant Certificate (save for the number of Warrants and Common Shares
which may be subscribed for and purchased), reflecting the remaining number of
Warrants and Common Shares the Holder is entitled to purchase, without cost or
charge to the Holder, and this Warrant Certificate shall thereafter be deemed
surrendered.
<Page>
-10-
9. EXCHANGE OF WARRANT. This Warrant Certificate is exchangeable, at no
cost to the Holder, upon the surrender hereof by the Holder at the office or
agency of the Corporation referred to in Section 3 hereof, for one or more
Warrant Certificates of like tenor in different denominations, evidencing in the
aggregate the same number of Warrants as the Warrant Certificate being
exchanged.
10. MUTILATED OR MISSING WARRANTS. Upon receipt of evidence satisfactory to
the Corporation, acting reasonably, of the loss, theft, destruction or
mutilation of this Warrant Certificate and, in the case of any such loss, theft
or destruction, upon delivery of a bond or indemnity satisfactory to the
Corporation, acting reasonably, or, in the case of any such mutilation, upon
surrender or cancellation of this Warrant Certificate, the Corporation (acting
reasonably) will issue to the Holder a new Warrant Certificate of like tenor, in
lieu of this Warrant Certificate, evidencing the same number of Warrants as the
Warrant Certificate being replaced.
11. REGISTRATION AND TRANSFER OF WARRANT. This Warrant Certificate and the
rights hereunder and the Warrants evidenced by it are transferrable by the
registered holder hereof, without the consent of the Corporation. In the event
that the Holder transfers all of the Warrants, the Holder shall advise the
Corporation of the name, address and facsimile number of the transferee, the
number of Warrants transferred and the date of transfer and the Corporation
shall forthwith thereafter enter the relevant particulars of the transfer in the
appropriate registers of the Corporation and the Corporation shall forthwith
thereafter issue the transferee a replacement Warrant Certificate with terms
identical to this Warrant Certificate (save for the name of the registered
holder), without cost or charge to the Holder or the transferee, and this
Warrant Certificate shall thereafter be deemed surrendered. In the event that
the Holder transfers some but not all of the Warrants, the Holder shall advise
the Corporation of the name, address and facsimile number of the transferee, the
number of Warrants transferred and the date of transfer and the Corporation
shall forthwith thereafter enter the relevant particulars of the transfer in the
appropriate registers of the Corporation and the Corporation shall forthwith
thereafter issue the Holder and transferee a replacement Warrant Certificate
with terms identical to this Warrant Certificate (save for the number of
Warrants and Common Shares which may be subscribed for and purchased and the
name of registered holder, if applicable), reflecting the number of Warrants and
Common Shares the Holder and transferee is entitled to purchase, without cost or
charge to the Holder or the transferee, and this Warrant Certificate shall
thereafter be deemed surrendered. The Corporation shall, at all times while
Warrants are outstanding, maintain at its head office a register in which will
be entered the name, latest known address of the Holder and facsimile number of
the Holder and a register of transfers in which shall be entered the particulars
of all transfers of Warrants. The register shall at all reasonable times be open
for inspection by the Holder. The Corporation may deem and treat the registered
holder of Warrants as the absolute holder and owner of Warrants and the
Corporation shall not be affected by a notice or knowledge to the contrary. The
registered Holder shall be entitled to the rights evidenced by this Warrant
Certificate free from all equities or rights of set-off or counterclaim between
the Corporation and the original or any intermediate holder of this Warrant
Certificate.
<Page>
-11-
12. NOTICE. Any communication required or permitted to be given under this
Warrant Certificate will be in writing and will be effectively given if (i)
delivered personally, (ii) sent by prepaid courier service or mail, or (iii)
sent prepaid by facsimile transmission or other similar means of electronic
communication, in each case to the address or facsimile number of the relevant
Person. Any communication so given will be deemed to have been given and to have
been received on the day of delivery if so delivered, or on the day of facsimile
transmission or sending by other means of recorded electronic communication
provided that such day is a Business Day and the communication is so delivered
or sent prior to 4:30 p.m. (local time at the place of receipt). Otherwise, such
communication will be deemed to have been given and to have been received on the
following Business Day. Any communication sent by mail will be deemed to have
been given and to have been received on the fifth Business Day following
mailing, provided that no disruption of postal service is in effect. The
Corporation and the Holder may from time to time change their respective
addresses or facsimile numbers for notice by giving notice to the other in
accordance with the provisions of this Section.
13. ARBITRATION If there is a disagreement or dispute between the
Corporation and the Holder with respect to the Warrants, this Warrant
Certificate or the interpretation thereof, such disagreement or dispute shall be
referred to binding arbitration to be conducted by a single arbitrator, if the
Holder and the Corporation agree upon one, otherwise three arbitrators appointed
as hereinafter set out, pursuant to the provisions of the ARBITRATION ACT, 1991
(Ontario) and any amendment thereto or replacement thereof. If either the
Corporation or the Holder wishes to arbitrate, it shall give written notice of
such intention to the other Person (a "NOTICE OF INTENTION"). The arbitrator
shall be appointed by agreement of the Holder and the Corporation or, in default
of agreement within ten (10) Business Days of service of Notice of Intention,
each of the Holder and the Corporation shall within five (5) Business Days of
the expiry of the aforesaid ten (10) Business Day period, select one arbitrator
and notify the other of its selection, with the third arbitrator to be chosen by
the first two named arbitrators within five (5) Business Days of the expiry of
the aforesaid five (5) Business Day period. If one of such Persons does not so
notify the other of its selection within the prescribed time, then the
arbitrator selected by the other Person in accordance with the above procedure
shall be the sole arbitrator. The arbitration shall be held in the City of
Toronto. The procedure to be followed shall be as agreed by the Holder and the
Corporation or, in default of agreement, determined by the arbitrator(s),
provided, however, that depositions or examinations for discovery will not be
allowed but information may be exchanged by other means. The Holder and the
Corporation will use their best efforts to ensure that the arbitration hearing
is conducted no later than sixty (60) days after the arbitrator is, or
arbitrators are, selected. The final decision of the arbitrator or arbitrators
or any two of the three arbitrators will be furnished to the Holder and the
Corporation in writing and will constitute a conclusive determination of the
issue in question, binding upon the Holder and the Corporation. The fees and
expenses of the arbitration shall be in the discretion of the arbitrator(s).
Judgment upon the award may be entered in any court of competent jurisdiction.
<Page>
-12-
14. GOVERNING LAW. The Warrants and this Warrant Certificate shall be
governed by and construed in accordance with the laws of the Province of Ontario
and the laws of Canada applicable therein. The reference to such laws shall not,
by conflict of laws rules or otherwise, require the application of the law of
any jurisdiction other than the province of Ontario. The Corporation hereby
irrevocably attorns to the non-exclusive jurisdiction of the courts of the
province of Ontario.
15. SEVERABILITY. If any one or more of the provisions or parts thereof
contained in this Warrant Certificate should be or become invalid, illegal or
unenforceable in any respect in any jurisdiction, the remaining provisions or
parts thereof contained herein shall be and shall be conclusively deemed to be,
as to such jurisdiction, severable therefrom and:
(1) the validity, legality or enforceability of such remaining
provisions or parts thereof shall not in any way be affected
or impaired by the severance of the provisions or parts
thereof severed; and
(2) the invalidity, illegality or unenforceability of any
provision or part thereof contained in this Warrant in any
jurisdiction shall not affect or impair such provision or part
thereof or any other provisions of this Warrant Certificate in
any other jurisdiction.
16. HEADINGS. The headings of the sections, subsections, paragraphs,
subparagraphs and clauses of this Warrant Certificate have been inserted for
convenience of reference only and do not define, limit, alter or enlarge the
meaning of any provision of this Warrant Certificate.
17. NUMBERING OF ARTICLES, ETC. Unless otherwise stated, a reference herein
to a numbered or lettered section, subsection, paragraph, subparagraph or
schedule refers to the section, subsection, paragraph, subparagraph or schedule
bearing that number or letter in this Warrant Certificate.
18. INTERPRETATION. Whenever used in this Warrant Certificate, words
importing the singular number only shall include the plural, and vice versa, and
words importing the masculine gender shall include the feminine gender. If any
provision in this Warrant Certificate refers to any action taken or to be taken
by the Corporation, or which the Corporation is prohibited from taking, such
provision will be interpreted to include any and all means, direct or indirect,
of taking, or not taking, such action. When used in this Warrant Certificate,
the word "including" (or includes) means "including (or includes) without
limitation". The words "hereon", "hereto", "hereunder", "hereof', "hereby" and
similar words shall mean or refer to this Warrant Certificate and not to any
particular section, paragraph or subparagraph. All references to dollar amounts
contained herein refer to Canadian currency. Time shall in all circumstances be
of the essence.
<Page>
-13-
19. DAY NOT A BUSINESS DAY. In the event that any day on or before which
any action is required to be taken hereunder is not a Business Day, then such
action shall be required to be taken on or before the requisite time on the next
succeeding day that is a Business Day. If the payment of any amount is deferred
for any period, then such period shall be included for purposes of the
computation of any interest payable hereunder.
20. BINDING EFFECT. This Warrant Certificate and all of its provisions
shall enure to the benefit of the Holder and its successors and permitted
assigns and shall be binding upon the Corporation and its successors and
permitted assigns. This Warrant Certificate is not assignable by the Corporation
without the prior written consent of the Holder. This Warrant Certificate is
assignable by the Holder.
IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be
signed by its duly authorized officers under its corporate seal, and this
Warrant Certificate to be dated as of the 14th day of December, 2001.
REGAL GREETINGS & GIFTS CORPORATION
By:
-------------------------------
Name: Anthony R. Calandra
Authorized Signing Officer
By:
-------------------------------
Name:
Authorized Signing Officer
SCHEDULE "A"
SUBSCRIPTION FORM
The undersigned, being the registered holder of the Warrants evidenced
by the Warrant Certificate bearing number A-1 dated as of December 14, 2001
issued by Regal Greetings & Gifts Corporation (the "WARRANT CERTIFICATE") hereby
exercises o Warrants for the purchase of o Common Shares in the capital of Regal
Greetings & Gifts Corporation ("COMMON SHARES") (or such number of Common Shares
or other securities or property to which such exercise of the Warrants entitles
the undersigned in lieu thereof or in addition thereto) and herewith makes
payment of the exercise price in full.
The undersigned directs that such shares be issued and registered in
the name set out below and that a certificate for such shares be delivered to
the address set out below.
<Page>
The Corporation is instructed to issue any Warrant Certificate to which
the undersigned may be entitled on partial exercise hereof in the name of the
undersigned and to deliver the same to the address indicated.
NAME OF REGISTERED HOLDER:
-----------------------------------------------------
STREET AND NUMBER:
-----------------------------------------------------
CITY AND PROVINCE:
-----------------------------------------------------
DATE:
-----------------------------------------------------
SIGNATURE OF SIGNING AUTHORITY OF REGISTERED HOLDER
The aforementioned shares are hereby directed to be issued in the name
of the following and the share certificate therefor are to be delivered to the
following address:
NAME:
--------------------------------------------
ADDRESS:
--------------------------------------------