Common use of per Share Clause in Contracts

per Share. PRIOR TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (i) 45 DAYS AFTER JULY 22, 1997 AND (ii) SUCH EARLIER DATE AS THE INITIAL PURCHASER MAY DESIGNATE, THE WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE NOTES. CUSIP NUMBER: 25468B-115 No. [ ] [ ] Warrants WARRANT CERTIFICATE DISCOVERY ZONE, INC. This Warrant Certificate certifies that [ ], or its registered assigns, is the registered holder of [ ] Warrants (the "Warrants") to purchase shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Discovery Zone, Inc., a Delaware corporation (the "Company"). Each Warrant entitles the holder to purchase from the Company at any time on or after the date hereof and until 5:00 p.m., New York City time, on August 1, 2007 (the "Expiration Date"), 9.4724 fully paid and non-assessable shares of Common Stock (as such number may be adjusted from time to time, the "Warrant Shares", which may also include any other securities or property issuable upon exercise of a Warrant, such adjustment and inclusion each as provided in the Warrant Agreement) at the initial exercise price (the "Exercise Price") of $0.01 per Warrant Share upon surrender of this Warrant Certificate and payment of the Exercise Price at any office or agency maintained for that purpose by the Company (the "Warrant Agent Office"), subject to the conditions set forth herein and in the Warrant Agreement. The Exercise Price shall be payable in cash or by certified or official bank check in the lawful currency of the United States of America which as of the time of payment is legal tender for payment of public or private debts. The Company has initially designated its principal executive offices in New York, New York, as the initial Warrant Agent Office. The number of Warrant Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Any Warrants not exercised on or prior to 5:00 p.m., New York City time, on August 1, 2007 shall thereafter be void. Reference is hereby made to the further provisions on the reverse hereof, which provisions shall for all purposes have the same effect as though fully set forth at this place. All capitalized terms used in this Warrant Certificate and not otherwise defined herein shall have the meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate shall not be valid unless authenticated by the Warrant Agent, as such term is used in the Warrant Agreement. Initially, the Company shall act as its own Warrant Agent. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. WITNESS the corporate seal of the Company and the signatures of its duly authorized officers. Dated: July 22, 1997 DISCOVERY ZONE, INC. By: ______________________________ Name: Title: Attest: ______________________________ Name: Title: Certificate of Authentication: This is one of the Warrants referred to in the within- mentioned Warrant Agreement: STATE STREET BANK AND TRUST COMPANY as Warrant Agent By: ______________________________ Name: Title: {FORM OF WARRANT CERTIFICATE} {REVERSE} DISCOVERY ZONE, INC.

per Share. PRIOR TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (i) 45 DAYS AFTER JULY 22The Offer, 1997 AND (ii) SUCH EARLIER DATE AS THE INITIAL PURCHASER MAY DESIGNATE, THE WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE NOTES. CUSIP NUMBER: 25468B-115 No. [ ] [ ] Warrants WARRANT CERTIFICATE DISCOVERY ZONE, INC. This Warrant Certificate certifies that [ ], or its registered assignswhich is the first step in the Transaction, is structured as a joint tender offer by Holdings, Parent, Acquisition Company and the registered holder Company to purchase, at the Offer Price, all Shares validly tendered and not withdrawn pursuant to the Offer. Pursuant to the Merger Agreement, Acquisition Company has agreed to pay for and purchase all Shares tendered pursuant to the Offer, provided that the Short Form Requirement is met. If the Short Form Requirement is not met, but all conditions to the Offer have been 14 22 waived or met, then Acquisition Company will purchase 425,439 Shares and the Company will purchase the balance of [ ] Warrants (the "Warrants") Shares tendered pursuant to the Offer. The second step in the Transaction is for Acquisition Company or the Company to purchase shares Shares and other securities of Common Stockthe Company exercisable or convertible into Shares pursuant to the PlayCore Purchase Agreements. All Shares and other securities of the Company purchased pursuant to the PlayCore Purchase Agreements will be at a per Share price equal to the Offer Price (determined on an as exercised or converted basis with respect to such Company securities, par value $0.01 per share (the "Common Stock"), of Discovery Zone, Inc., a Delaware corporation (the "Company"less any conversion or exercise price thereof). Each Warrant entitles The third step in the holder Transaction, the Merger, will be consummated as soon as practicable following the consummation of the Offer and the transactions contemplated by the PlayCore Purchase Agreements and is structured to purchase from merge Acquisition Company with and into the Company at so that the Company is the Surviving Corporation. Pursuant to the Merger, each then outstanding Share (other than Shares held by Acquisition Company, held in the treasury of the Company or held by stockholders who perfect any time on or after applicable appraisal rights under the date hereof and until 5:00 p.m.DGCL) will be converted into the right to receive the Merger Consideration, New York City time, on August 1, 2007 (which is equal to the "Expiration Date"), 9.4724 fully paid and non-assessable shares of Common Stock (as such number may be adjusted from time Offer Price. Pursuant to timethe Merger, the "Warrant Shares", which may also include any other securities or property issuable upon exercise of a Warrant, such adjustment and inclusion each as provided in the Warrant Agreement) at the initial exercise price (the "Exercise Price") of $0.01 per Warrant Share upon surrender of this Warrant Certificate and payment of the Exercise Price at any office or agency maintained for that purpose Shares purchased by the Company (the "Warrant Agent Office"), subject pursuant to the conditions set forth herein Offer will be cancelled with no consideration paid therefor, and each Share held by Parent or Acquisition Company will be converted into Shares of the Surviving Corporation. Upon consummation of the Merger, the Surviving Corporation will be a wholly-owned subsidiary of Parent. As described above, the Board has approved the Merger and the Merger Agreement and the transactions contemplated thereby in accordance with the DGCL. Under the DGCL, the approval of the Board and, if the Short Form Requirement is not met, the affirmative vote of the holders of a majority of the outstanding Shares, is required to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. If the Short Form Requirement is met, Acquisition Company will be able to effect the Merger pursuant to a Short-Form Merger under Section 253 of the DGCL without any action by any stockholder of the Company. In such event, Acquisition Company intends to effect a Short-Form Merger as promptly as practicable following the purchase of Shares in the Warrant Agreement. The Exercise Price shall be payable in cash or by certified or official bank check in the lawful currency of the United States of America which as of the time of payment is legal tender for payment of public or private debts. The Company has initially designated its principal executive offices in New York, New York, as the initial Warrant Agent Office. The number of Warrant Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Any Warrants not exercised on or prior to 5:00 p.m., New York City time, on August 1, 2007 shall thereafter be void. Reference is hereby made to the further provisions on the reverse hereof, which provisions shall for all purposes have the same effect as though fully set forth at this place. All capitalized terms used in this Warrant Certificate and not otherwise defined herein shall have the meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate shall not be valid unless authenticated by the Warrant Agent, as such term is used in the Warrant Agreement. Initially, the Company shall act as its own Warrant Agent. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. WITNESS the corporate seal of the Company and the signatures of its duly authorized officers. Dated: July 22, 1997 DISCOVERY ZONE, INC. By: ______________________________ Name: Title: Attest: ______________________________ Name: Title: Certificate of Authentication: This is one of the Warrants referred to in the within- mentioned Warrant Agreement: STATE STREET BANK AND TRUST COMPANY as Warrant Agent By: ______________________________ Name: Title: {FORM OF WARRANT CERTIFICATE} {REVERSE} DISCOVERY ZONE, INCOffer.

per Share. PRIOR TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF During the pendency of the Offer, current NAV estimates can be obtained from Credit Suisse Asset Management--Investor Relations, by calling (i800) 45 DAYS AFTER JULY 22, 1997 AND (ii) SUCH EARLIER DATE AS THE INITIAL PURCHASER MAY DESIGNATE, THE WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE NOTES. CUSIP NUMBER: 25468B-115 No. [ ] [ ] Warrants WARRANT CERTIFICATE DISCOVERY ZONE, INC. This Warrant Certificate certifies that [ ]293-1232, or its registered assignsat www.cefsoxxxx.xxx, is x xxbsite prxxxxxxx xxxxxxxxxon for closed-end funds managed by CSAM. Tendering shareholders will not be obliged to pay brokerage fees or commissions or, except as set forth in Instruction 7 of the registered holder Letter of [ ] Warrants Transmittal, stock transfer taxes on the purchase of Shares by the Fund pursuant to the Offer. The Fund will pay all charges and expenses of EquiServe Trust Company, N.A. (the "WarrantsDepositary") to purchase shares of Common Stock, par value $0.01 per share and Georgeson Shareholder Communicaxxxxx Xxx. (the "Common StockInformation Agent"). The Fund has mailed materials for the Offer to record holders on or about January 4, 2002. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire to tender their Shares should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), of Discovery ZoneMAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, Inc.ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, a Delaware corporation ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY TELEPHONE NUMBER: (the "800) 730-6001 BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company"). Each Warrant entitles the holder to purchase from the Company at any time on or after the date hereof and until 5:00 p.m., New York City timeN.A. Attn: Corporate Actions 40 Campanelli Drive BY FIRST XXXXX XXXX: Braintree, on August 1MA 02184 XX XXXX: EquiServe Trust Company, 2007 (the "Expiration Date")Securities Transfer & N.A. Reporting Services, 9.4724 fully paid and nonInc. Attn: Corporate Actions c/o EquiServe Trust P.O. Box 43025 Xxxxxxx,X.X. Xxxxxxxxxx, XX 00000-assessable shares of Common Stock (as such number may be adjusted from time to time0000 100 William Street, the "Warrant Shares", which may also include any other securities or property issuable upon exercise of a Warrant, such adjustment and inclusion each as provided in the Warrant Agreement) at the initial exercise price (the "Exercise Price") of $0.01 per Warrant Share upon surrender of this Warrant Certificate and payment of the Exercise Price at any office or agency maintained for that purpose by the Company (the "Warrant Agent Office"), subject to the conditions set forth herein and in the Warrant Agreement. The Exercise Price shall be payable in cash or by certified or official bank check in the lawful currency of the United States of America which as of the time of payment is legal tender for payment of public or private debts. The Company has initially designated its principal executive offices in Xxxxxxxx New York, New YorkNY 10038 GEORGESON SHAREHOLDER COMMUNICAXXXXX XXX., as the initial Warrant Agent Office. The number of Warrant Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Any Warrants not exercised on or prior to 5:00 p.m., New York City time, on August 1, 2007 shall thereafter be void. Reference is hereby made to the further provisions on the reverse hereof, which provisions shall for all purposes have the same effect as though fully set forth at this place. All capitalized terms used in this Warrant Certificate and not otherwise defined herein shall have the meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate shall not be valid unless authenticated by the Warrant Agent, as such term is used in the Warrant Agreement. Initially, the Company shall act as its own Warrant Agent. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY THE LAWS INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF THE STATE OF NEW YORK. WITNESS the corporate seal of the Company and the signatures of its duly authorized officers. Dated: July 22, 1997 DISCOVERY ZONE, INC. By: ______________________________ Name: Title: Attest: ______________________________ Name: Title: Certificate of Authentication: This is one of the Warrants referred to in the within- mentioned Warrant Agreement: STATE STREET BANK AND TRUST COMPANY as Warrant Agent By: ______________________________ Name: Title: {FORM OF WARRANT CERTIFICATE} {REVERSE} DISCOVERY ZONE, INC.CONTENTS

per Share. PRIOR TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF Subsequent to the first annual valuation of the Company's assets, Shares sold under the DRIP will be sold at 95% of the then-current net asset value per Share, as estimated by the Company's Advisor or another firm chosen for that purpose. All shares sold under the DRIP shall be sold at the same price. To the extent a Selected Dealer is entitled to all or a portion of the $.20 per Share Selected Dealer Fee, the Selected Dealer may elect to defer over time its receipt of the Selected Dealer Fee to which it is entitled. In such event, the Selected Dealer Fee to be reallowed will be paid to the Selected Dealer over a period of up to ten years (iwhich period will be agreed upon by Xxxxx Financial, LLC ("Sales Agent") 45 DAYS AFTER JULY 22and the Selected Dealer) until the Selected Dealer Fee payable to the Selected Dealer has been paid in full. Further, 1997 AND if listing of the Company's shares occurs on a national exchange or the Company's shares are included for quotation on Nasdaq, any remaining deferred portion of the Selected Dealer Fee payable to the Selected Dealer will become immediately due and payable. No payment of Selling Commissions or the Selected Dealer Fee will be made in respect of Orders (iior portions thereof) SUCH EARLIER DATE AS THE INITIAL PURCHASER MAY DESIGNATEwhich are rejected by the Company. Selling Commissions and the Selected Dealer Fee will be paid within five business days following any Closing Date with respect to Shares sold to purchasers whose Shares are issued on such Closing Date. Selling Commissions and the Selected Dealer Fee will be payable only with respect to transactions lawful in the jurisdictions where they occur. For purposes of determining investors eligible for volume discounts, THE WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROMinvestments made by accounts with the same primary account holder, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITHas determined by tax identification number, THE NOTES. CUSIP NUMBER: 25468B-115 No. [ ] [ ] Warrants WARRANT CERTIFICATE DISCOVERY ZONE, INCmay be combined. This Warrant Certificate certifies includes individual accounts and joint accounts that [ ]have the same primary holder as an individual account. Investments made through individual retirement accounts may also be combined with accounts that have the same tax identification number as beneficiary of the individual retirement account. In the event Orders are combined, the Selling Commission payable with respect to the subsequent purchase of Shares will equal the commission per share which would have been payable in accordance with the table set forth above if all purchases had been made simultaneously. Any reduction of the $0.65 per share Selling Commission otherwise payable to the Sales Agent or a Selected Dealer will be credited to the purchaser as additional Shares. Unless purchasers indicate that Orders are to be combined and provide all other requested information, the Company will not be held responsible for failing to combine Orders properly. In no event shall the aggregate underwriting compensation to be paid to us, you and the other Selected Dealers in connection with the Offering and sale of the Shares exceed the limitations prescribed by the NASD. Orders for Shares (each an "Order") must be made during the offering period described in the Prospectus (except for Orders made pursuant to the DRIP, which may be made on an ongoing basis, pursuant to the terms of the DRIP). An order form, in the form attached to the Prospectus, (each an "Order Form") must be used in placing an Order for investors residing in certain states and, for all other investors, Orders may be placed through such procedures as are normally used by you for the sale of REIT shares and agreed to by the Company. Persons desiring to purchase Shares are required to comply with such procedures and, in certain states, to execute or have executed on their behalf one copy of the Order Form. Subscribers purchasing shares by check must make such checks payable to the Escrow Agent. By noon of the business day following receipt of funds by you, either by check or by a sweep of customer accounts, you will deliver via overnight delivery service a check payable to Deutsche Bank Trust Company Americas, Escrow Agent, or other acceptable form of payment, for the full amount of each Order along with an Order Form for each such Order and a list showing the name, address and telephone number of, the social security number or taxpayer identification number of, the number of Shares purchased, any election to participate in the DRIP by, and the total dollar amount of the investment by, each investor on whose behalf a check or other payment is delivered. You will advise Deutsche Bank whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company, and the Company reserves the right in its absolute discretion to reject any such Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential investor in Shares. If the Company elects to reject an Order (such rejection to occur within 30 days after receipt by the Company of such Order), the Company shall, within 10 business days after such rejection, inform you of such rejection and return the funds (and any interest earned thereon) and other documents submitted by the rejected purchaser to you for transmission to such purchaser. If no notice of rejection is received by you with the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree that you will use your best efforts in offering the Shares and will offer the Shares only in jurisdictions in which you are currently registered assigns, is as a securities dealer and only in accordance with the registered holder securities laws of [ ] Warrants such jurisdictions. You covenant and agree with respect to your participation in the Offering to comply with any applicable requirements of the Securities Act of 1933 (the "Warrants33 Act") to purchase shares and of Common Stock, par value $0.01 per share the Securities Exchange Act of 1934 (the "Common Stock34 Act"), and the published rules and regulations of Discovery Zonethe Securities and Exchange Commission thereunder, Inc.and the Conduct Rules of the NASD including but not limited to Rule 2730, a Delaware corporation (Rule 2740 and IM 2740, Rule 2420 and IM 2420 and Rule 2750 and IM 2750. We shall have full authority to take such action as we may deem advisable in respect of all matters pertaining to the "Company")Offering. Each Warrant entitles the holder to purchase from the Company at any time on or after the date hereof and until 5:00 p.m., New York City time, on August 1, 2007 (the "Expiration Date"), 9.4724 fully paid and non-assessable shares of Common Stock (as such number may be adjusted from time to time, the "Warrant Shares", which may also include Neither you nor any other securities person is authorized to give any information or property issuable upon exercise of a Warrant, such adjustment and inclusion each as provided make any representations other than those contained in the Warrant Agreement) at the initial exercise price (the "Exercise Price") of $0.01 per Warrant Share upon surrender of this Warrant Certificate Prospectus and payment of the Exercise Price at any office or agency maintained for that purpose sales literature furnished by the Company (in connection with the "Warrant Agent Office")Offering, subject and you agree not to the conditions set forth herein give any such information or make any such representations. You acknowledge that we will rely upon your agreements in this paragraph and in the Warrant preceding paragraph in connection with the Sales Agency Agreement. The Exercise Price shall be payable in cash or by certified or official bank check in the lawful currency No Selected Dealer is authorized to act as agent for us when offering any of the United States Shares to the public or otherwise, it being understood that you and each other Selected Dealer are independent contractors with us. Nothing herein contained shall constitute you or the Selected Dealers an association, unincorporated business, partnership or separate entity with each other or an association or partner with us. Nothing contained in this paragraph is intended to operate as, and the provisions of America which as this paragraph shall not constitute, a waiver by you of compliance with any provision of the time of payment is legal tender for payment of public '33 Act or private debts. The Company has initially designated its principal executive offices in New York, New York, as the initial Warrant Agent Office. The number of Warrant Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Any Warrants not exercised on or prior to 5:00 p.m., New York City time, on August 1, 2007 shall thereafter be void. Reference is hereby made to the further provisions on the reverse hereof, which provisions shall for all purposes have the same effect as though fully set forth at this place. All capitalized terms used in this Warrant Certificate rules and not otherwise defined herein shall have the meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate shall not be valid unless authenticated by the Warrant Agent, as such term is used in the Warrant Agreement. Initially, the Company shall act as its own Warrant Agent. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. WITNESS the corporate seal of the Company and the signatures of its duly authorized officers. Dated: July 22, 1997 DISCOVERY ZONE, INC. By: ______________________________ Name: Title: Attest: ______________________________ Name: Title: Certificate of Authentication: This is one of the Warrants referred to in the within- mentioned Warrant Agreement: STATE STREET BANK AND TRUST COMPANY as Warrant Agent By: ______________________________ Name: Title: {FORM OF WARRANT CERTIFICATE} {REVERSE} DISCOVERY ZONE, INCregulations thereunder.

per Share. PRIOR The $1.80 per Share being offered by Temple-Inland represents approximately a 64% premium to our closing stock price on September 5, 2001, the second to last full trading day before the Board of Directors approved the Merger Agreement. The Merger Agreement provides that if the Offer is completed, the Purchaser will merge with and into Gayxxxx (xhe "Merger"). In the Merger, each Share not acquired by Purchaser in the Offer will be converted into the right to receive the same consideration paid pursuant to the Offer. YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE GAYXXXX XXOCKHOLDERS. ACCORDINGLY, YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU ACCEPT THE OFFER AND TENDER YOUR SHARES PURSUANT TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (i) 45 DAYS AFTER JULY 22OFFER. In arriving at its recommendation, 1997 AND (ii) SUCH EARLIER DATE AS THE INITIAL PURCHASER MAY DESIGNATEthe Board of Directors gave careful consideration to a number of factors which are described in the enclosed Schedule 14D-9, THE WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROMwhich is being filed with the Securities and Exchange Commission, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITHincluding, THE NOTESamong other things, the separate opinions of Deutsche Banc Alex. CUSIP NUMBER: 25468B-115 NoXroxx Xxc. [ ] [ ] Warrants WARRANT CERTIFICATE DISCOVERY ZONE, INC. This Warrant Certificate certifies that [ ], or its registered assigns, is and Rothschild Inc. to the registered holder Board of [ ] Warrants Directors (the "Warrants") to purchase shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Discovery Zone, Inc., a Delaware corporation (the "CompanyOpinions"). Each Warrant entitles the holder to purchase from the Company at any time on or after the date hereof and until 5:00 p.m., New York City time, on August 1, 2007 (the "Expiration Date"), 9.4724 fully paid and non-assessable shares of Common Stock (as such number may be adjusted from time to time, the "Warrant Shares", which may also include any other securities or property issuable upon exercise of a Warrant, such adjustment and inclusion each as provided in the Warrant Agreement) at the initial exercise price (the "Exercise Price") of $0.01 per Warrant Share upon surrender of this Warrant Certificate and payment of the Exercise Price at any office or agency maintained for that purpose by the Company (the "Warrant Agent Office"), subject Subject to the conditions set forth herein assumptions made, matters considered and in limitations on the Warrant Agreement. The Exercise Price shall be payable in cash or by certified or official bank check in the lawful currency of the United States of America which as of the time of payment is legal tender for payment of public or private debts. The Company has initially designated its principal executive offices in New York, New York, as the initial Warrant Agent Office. The number of Warrant Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events review undertaken set forth in the Warrant AgreementOpinions, the Opinions conclude that as of the date thereof the $1.80 in cash per Share to be received by the stockholders of Gayxxxx xx the Offer and the Merger is fair, from a financial point of view, to such stockholders. Any Warrants not exercised on or prior to 5:00 p.m., New York City time, on August 1, 2007 shall thereafter be void. Reference The full text of each Opinion is hereby made attached to the further provisions on enclosed Schedule 14D-9 and we urge you to read them carefully and in their entirety. Additional information about the reverse hereoftransaction is contained in the enclosed Schedule 14D-9, which provisions shall we urge you to read carefully. Accompanying this letter, in addition to the Schedule 14D-9, is the Purchaser's Offer to Purchase, dated September 28, 2001, and related materials, including a Letter of Transmittal to be used for all purposes have the same effect as though fully tendering your Shares. These documents set forth at this place. All capitalized the terms used in this Warrant Certificate and not otherwise defined herein shall have the meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate shall not be valid unless authenticated by the Warrant Agent, as such term is used in the Warrant Agreement. Initially, the Company shall act as its own Warrant Agent. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. WITNESS the corporate seal conditions of the Company Offer and provide instructions on how to tender your Shares. On behalf of Gayxxxx, X urge you to read the signatures enclosed material and consider this information carefully and I would like to personally thank you for your time as a stockholder of its duly authorized officers. Dated: July 22, 1997 DISCOVERY ZONE, INC. By: ______________________________ Name: Title: Attest: ______________________________ Name: Title: Certificate of Authentication: This is one of the Warrants referred to in the within- mentioned Warrant Agreement: STATE STREET BANK AND TRUST COMPANY as Warrant Agent By: ______________________________ Name: Title: {FORM OF WARRANT CERTIFICATE} {REVERSE} DISCOVERY ZONE, INCGayxxxx.

per Share. PRIOR TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (i) 45 DAYS AFTER JULY 22As provided in said Warrant Agreement the Warrant Price is payable upon the exercise of the Warrant, 1997 AND (ii) SUCH EARLIER DATE AS THE INITIAL PURCHASER MAY DESIGNATEeither in cash or by certified check or bank draft to the order of the Company. Under certain conditions set forth in the Warrant Agreement, THE WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROMthis Warrant may be called for redemption at a redemption price of $0.10 per Warrant upon written notice of not less than 30 days. Upon the exercise of this Warrant, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITHthe form of election to purchase on the reverse hereof must be properly completed and executed. In the event that this Warrant is exercised in respect of less than all of such Shares, THE NOTES. CUSIP NUMBER: 25468B-115 No. [ ] [ ] Warrants WARRANT CERTIFICATE DISCOVERY ZONE, INCa new Warrant for the remaining number of Shares will be issued on such surrender. This Warrant Certificate certifies that [ is issued under and the rights represented hereby are subject to the terms and provisions contained in a Warrant Agreement dated as of July [__], or its registered assigns2005 by and between the Company and American Stock Transfer & Trust Company, is as Warrant Agent (the "Warrant Agent"), to all terms and provisions of which the registered holder of [ ] Warrants (this Warrant, by acceptance hereof, assents. Reference is hereby made to said Warrant Agreement for a more complete statement of the "Warrants") to purchase shares rights and limitations of Common Stockrights of the registered holder hereof, par value $0.01 per share (the "Common Stock"), rights and duties of Discovery Zone, Inc., a Delaware corporation (the "Company"). Each Warrant entitles Agent and the holder to purchase from rights and obligations of the Company hereunder. Copies of said Warrant Agreement are on file at any time on or after the date hereof and until 5:00 p.m., New York City time, on August 1, 2007 (office of the "Expiration Date"), 9.4724 fully paid and non-assessable shares of Common Stock (as such number may Warrant Agent. The Company shall not be adjusted from time to time, required upon the "Warrant Shares", which may also include any other securities or property issuable upon exercise of a Warrantthis Warrant to issue fractions of Shares, such adjustment and inclusion each but shall make adjustments therefor in cash on the basis of the then current market value of any fractional interest as provided in the Warrant Agreement) . This Warrant may be transferred, when surrendered at the initial exercise price (office of the "Exercise Price") of $0.01 per Warrant Share Agent or its successor as warrant agent by the registered holder hereof in person or by attorney duly authorized in writing, but only in the manner and subject to the limitations provided in the Warrant Agreement or in this Warrant and upon surrender of this Warrant Certificate and the payment of any transfer taxes. Upon any such transfer, a new Warrant or Warrants of different denominations of this tenor and representing in the Exercise Price at any office or agency maintained for that purpose by aggregate the Company (the "Warrant Agent Office"), subject right to purchase a like number of Shares equal to the conditions set forth herein and in the number of such Warrants. If this Warrant Agreement. The Exercise Price Certificate shall be payable in cash surrendered for exercise within any period during which the transfer books for the Company's Common Stock or by certified or official bank check in the lawful currency of the United States of America which as of the time of payment is legal tender for payment of public or private debts. The Company has initially designated its principal executive offices in New York, New York, as the initial Warrant Agent Office. The number of Warrant Shares issuable other securities purchasable upon exercise of the Warrants is subject are closed for any purpose, the Company shall not be required to adjustment make delivery of certificates for the securities purchased upon such exercise until the occurrence date of certain events set forth in the reopening of said transfer books. The holder of this Warrant Agreement. Any Warrants shall not exercised on or be entitled to any of the rights of a shareholder of the Company prior to 5:00 p.m., New York City time, on August 1, 2007 shall thereafter be void. Reference is hereby made to the further provisions on the reverse exercise hereof, which provisions shall for all purposes have the same effect as though fully set forth at this place. All capitalized terms used in this Warrant Certificate and not otherwise defined herein shall have the meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate shall not be valid unless authenticated countersigned by the Warrant Agent, as such term is used in . Witness the Warrant Agreement. Initially, the Company shall act as its own Warrant Agent. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. WITNESS the corporate facsimile seal of the Company and the facsimile signatures of its duly authorized officers. Dated: July 22/s/ PAUL M. FEINSTEIN /x/ M. S. KOLY ____________________________ _____________________________________ Chief Financial Officer President and Chief Executive Officer COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY (New York, 1997 DISCOVERY ZONEN.Y.) WARRANT AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE DELCATH SYSTEMS, INC ELECTION TO PURCHASE To Be Executed by the Registered Holder In Order to Exercise Warrants To: DELCATH SYSTEMS, INC. Byc/o: American Stock Transfer & Trust Company 59 Maiden Lane New York, New Yxxx 00000 Xxx xxxxxxxxxxx xxxxxx irrevocably elects to exercise the right of purchase represented by the within Warrant(s) for and to purchase thereunder, ________________ shares of Common Stock provided for therein and tenders herewith payment of the purchase price in full to the order of the Company and requests that certificates for such shares shall be issued in the name of PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER _______________________ _______________________________________________________ (Please Print or Typewrite) and be delivered to ____________________________________________________________ (Name) at _____________________________________________________________________________ (Street Address) (City) (State) (Zip Code) and, if said number of shares shall not be all the shares purchasable thereunder, that a new Warrant for the balance remaining of the shares purchasable under the within Warrant be registered in the name of, and delivered to, the undersigned at the address stated below. Dated: _______________ Signature: ___________________________________ Note: The above signature must correspond Name: Title____________________________ with the name as written upon the face of this Warrant or with the name of the assignee appearing in the assignment form below in every particular without alteration or enlargement or any other change whatever. Addrress: Attest__________________________ (Please Print or Typewrite) *Signature Guaranteed: _________________ ____________________________________ Name: Title: Certificate of Authentication: This is one of the Warrants referred to in the within- mentioned Warrant Agreement: STATE STREET BANK AND TRUST COMPANY as Warrant Agent By: (City) (State) (Zip Code) _________________________________________ Name: Title: {FORM OF WARRANT CERTIFICATE} {REVERSE} DISCOVERY ZONE, INC.PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

per Share. PRIOR TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (i) 45 DAYS AFTER JULY 22TERMS AGREEMENT --------------- Dated: December 5, 1997 AND (ii) SUCH EARLIER DATE AS THE INITIAL PURCHASER MAY DESIGNATE1996 To: Equity Residential Properties Trust Xxx Xxxxx Xxxxxxxxx Xxxxx Xxxxxxx, THE WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROMXxxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Ladies and Gentlemen: We, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE NOTES. CUSIP NUMBER: 25468B-115 No. [ ] [ ] Warrants WARRANT CERTIFICATE DISCOVERY ZONE, INC. This Warrant Certificate certifies that [ ], or its registered assigns, is the registered holder of [ ] Warrants Xxxxx Xxxxxx Inc. (the "WarrantsUnderwriters"), understand that Equity Residential Properties Trust ("EQR") proposes to issue and sell 3,600,000 of its Common Shares of Beneficial Interest, $.01 par value per share, being collectively hereinafter referred to as the "Initial Underwritten Securities." In addition, we understand that EQR proposes to grant to the Underwriters an option to purchase shares up to an additional 540,000 of its Common StockShares of Beneficial Interest, $.01 par value per share, for the sole purpose of covering over-allotments in connection with the sale of the Initial Underwritten Securities (the "Option Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters offer to purchase the Initial Underwritten Securities and, to the extent any are purchased, the Option Securities, at the purchase price set forth below. The Underwritten Securities shall have the following terms: Common Shares Title of Securities: Common Shares of Beneficial Interest Number of Shares: 3,600,000 Par Value: $0.01 .01 per share Price to Public: $41.25 per share Purchase price per share: Compensation to the Underwriters equal to $2.17 per Common Share; provided, that compensation for sales of 10,000 or more Common Shares to a single purchaser will be $.83 per Common Share. Number of Option Securities, if any, that may be purchased by the Underwriters: 540,000 Delayed Delivery Contracts: Not authorized Additional co-managers, if any: None Other terms: Payment to be made to EQR by wire transfer of immediately available funds to the designated accounts of EQR to be delivered on the closing date set forth below. EQR will not, between the date hereof and the date which is 30 days from the date hereof, with respect to the Common Shares covered hereby, without your prior written consent, offer or sell, grant any option for the sale of, or enter into any agreement to sell, any Common Shares (except for Common Shares issued pursuant to transactions exempt from registration under the 1933 Act, and reservations, agreements, employee benefit plans, dividend reinvestment plans, or employee and trustee share options plans); provided, however, that in the event that the Underwriters exercise the over- allotment option for the Option Securities, the foregoing agreement by EQR not to offer or sell, grant any option for the sale of, or enter into any agreement to sell, any Common Shares shall be null and void and, provided further, that EQR may offer to sell, grant any option for the sale of, or enter into any agreement to sell Common Shares in privately negotiated, non- underwritten transactions including, without limitation, offers to sell or agreements to sell Common Shares in exchange for multifamily properties or securities of another issuer, or any combination thereof. Closing date and location: December 11, 1996, Xxxxxxxxx & Xxxxxxxxxxx, P.C., Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 All the provisions contained in the document attached as Annex A hereto entitled "Equity Residential Properties Trust (a Maryland real estate investment trust) -- Common Shares of Beneficial Interest, Preferred Shares of Beneficial Interest and Depositary Shares -- Standard Underwriting Provisions" are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in fun herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than 5:00 (five o'clock) P.M. (New York City time) on December 5, 1996 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, XXXXX XXXXXX INC. By: /s/ Xxxx X. Xxxxxxxxx --------------------------- Name: Xxxx X. Xxxxxxxxx Title: Managing Director Acting on behalf of itself Accepted: By: EQUITY RESIDENTIAL PROPERTIES TRUST, for itself and as the general partner of ERP Operating Limited Partnership By: /s/ Xxxxx X. Xxxxxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer EQUITY RESIDENTIAL PROPERTIES TRUST (a Maryland real estate investment trust) Common Shares of Beneficial Interest, Preferred Shares of Beneficial Interest and Depositary Shares STANDARD UNDERWRITING PROVISIONS -------------------------------- December 2, 1996 Equity Residential Properties Trust, a Maryland real estate investment trust ("EQR") may from time to time issue and sell Common Shares of Beneficial Interest, $.01 par value (the "Common StockShares"), and/or one or more series of Discovery Zoneits Preferred Shares of Beneficial Interest, Inc., a Delaware corporation $.01 par value (the "CompanyPreferred Shares"), or Preferred Shares represented by depositary shares (the "Depositary Shares") represented by depositary receipts (the "Depositary Receipts"), in one or more offerings on terms to be determined at the time of sale (the Common Shares, the Preferred Shares, the Depositary Shares and the Depositary Receipts are collectively referred to herein as the "Securities"). Each Warrant entitles series of Preferred Shares may vary, as to the holder to purchase from the Company at any time on specific number of shares, title, stated value, liquidation preference, issuance price, ranking, dividend rate or after the date hereof and until 5:00 p.m., New York City time, on August 1, 2007 rates (the "Expiration Date"or method of calculation), 9.4724 fully paid dividend payment dates, any redemption or sinking fund requirements, any conversion provisions and non-assessable shares of Common Stock (as such number may be adjusted from time to time, the "Warrant Shares", which may also include any other securities or property issuable upon exercise of a Warrant, such adjustment and inclusion each variable terms as provided in the Warrant Agreement) at the initial exercise price (the "Exercise Price") of $0.01 per Warrant Share upon surrender of this Warrant Certificate and payment of the Exercise Price at any office or agency maintained for that purpose by the Company (the "Warrant Agent Office"), subject to the conditions set forth herein and in the Warrant Agreement. The Exercise Price shall be payable in cash or by certified or official bank check in the lawful currency of the United States of America which as of the time of payment is legal tender for payment of public or private debts. The Company has initially designated its principal executive offices in New York, New York, as the initial Warrant Agent Office. The number of Warrant Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant applicable articles supplementary to EQR's Declaration of Trust (the "Articles Supplementary") relating to such Preferred Shares and filed with the State Department of Assessments and Taxation of Maryland ("SDAT") pursuant to Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (the "Maryland REIT Statute"). As used herein, "you" and "your," unless the context otherwise requires, shall mean the parties to whom the applicable Terms Agreement (as hereinafter defined) is addressed as co-managers with respect to Underwritten Securities (as hereinafter defined) purchased pursuant thereto. Whenever EQR determines to make an offering of Securities through you or through an underwriting syndicate managed by you, EQR will enter into an agreement (the "Terms Agreement") providing for the sale of such Securities (the "Underwritten Securities") to, and the purchase and offering thereof by, you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (the "Underwriters," which term shall include you whether acting alone in the sale of the Underwritten Securities or as a member or members of an underwriting syndicate and any Underwriter substituted pursuant to Section 10 hereof). Any Warrants not exercised on or prior to 5:00 p.m., New York City time, on August 1, 2007 shall thereafter be void. Reference is hereby made The Terms Agreement relating to the further provisions on the reverse hereof, which provisions shall for all purposes have the same effect as though fully set forth at this place. All capitalized terms used in this Warrant Certificate and not otherwise defined herein shall have the meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate shall not be valid unless authenticated by the Warrant Agent, as such term is used in the Warrant Agreement. Initially, the Company shall act as its own Warrant Agent. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. WITNESS the corporate seal of the Company and the signatures of its duly authorized officers. Dated: July 22, 1997 DISCOVERY ZONE, INC. By: ______________________________ Name: Title: Attest: ______________________________ Name: Title: Certificate of Authentication: This is one of the Warrants referred to in the within- mentioned Warrant Agreement: STATE STREET BANK AND TRUST COMPANY as Warrant Agent By: ______________________________ Name: Title: {FORM OF WARRANT CERTIFICATE} {REVERSE} DISCOVERY ZONE, INC.offering of

per Share. PRIOR TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF This Subscription Certificate entitles the Rights Holder named above to subscribe to purchase up to the number of shares stated above (i) 45 DAYS AFTER JULY 22, 1997 AND (ii) SUCH EARLIER DATE AS THE INITIAL PURCHASER MAY DESIGNATE, THE WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE NOTES. CUSIP NUMBER: 25468B-115 No. [ ] [ ] Warrants WARRANT CERTIFICATE DISCOVERY ZONE, INC. This Warrant Certificate certifies that [ ], or its registered assigns, is next to the registered holder of [ ] Warrants (the caption "WarrantsMaximum Primary Subscription Shares Available") to purchase shares of Common Stock, without par value $0.01 per share (the "Common Stock")value, of Discovery ZoneTower Financial Corporation, Inc., a Delaware an Indiana corporation (the "Company"). Each Warrant entitles , pursuant to the holder to purchase from Rights Offering described in the Company at any time on or after the date hereof and until 5:00 p.m.Company's Prospectus, New York City timedated July 22, on August 12002, 2007 which accompanied this Subscription Certificate (the "Expiration DateProspectus"), 9.4724 fully paid . The terms and non-assessable shares of Common Stock (as such number may be adjusted from time to time, the "Warrant Shares", which may also include any other securities or property issuable upon exercise of a Warrant, such adjustment and inclusion each as provided in the Warrant Agreement) at the initial exercise price (the "Exercise Price") of $0.01 per Warrant Share upon surrender of this Warrant Certificate and payment conditions of the Exercise Price at any office or agency maintained for that purpose by the Company (the "Warrant Agent Office"), subject to the conditions set forth herein and in the Warrant Agreement. The Exercise Price shall be payable in cash or by certified or official bank check in the lawful currency of the United States of America which as of the time of payment is legal tender for payment of public or private debts. The Company has initially designated its principal executive offices in New York, New York, as the initial Warrant Agent Office. The number of Warrant Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events Rights Offering are set forth in the Warrant AgreementProspectus and are incorporated by reference in this Subscription Certificate. Any Warrants This Subscription Certificate evidences rights you have received because you were a shareholder of the Company on May 31, 2002. Rights Holders may purchase one share of Common Stock at the Subscription Price stated above for every two Rights held. The Company will not exercised on issue fractional shares. The Company reserves the right to amend or terminate the Rights Offering at any time prior to 5:00 p.m.its completion. If the Company terminates the Rights Offering, New York City timeany subscription funds previously tendered will be returned promptly, on August 1, 2007 shall thereafter be voidwithout deduction or interest. Reference is hereby made to Shareholders who subscribe for the further provisions on the reverse hereof, which provisions shall for all purposes have the same effect as though fully set forth at this place. All capitalized terms used in this Warrant Certificate and not otherwise defined herein shall have the meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate shall not be valid unless authenticated by the Warrant Agentmaximum primary subscription shares available, as such term stated above, will have an oversubscription privilege which will entitle them to subscribe for shares, at the Subscription Price stated above, that other Rights Holders decline to purchase, up to a maximum combined subscription of 100,000 shares per subscriber. If the number of shares available for oversubscriptions is used in less than the Warrant Agreement. Initiallytotal number requested by shareholders who exercise the oversubscription privilege, the Company shall act as its own Warrant Agentwill allocate the available shares among the oversubscribing shareholders proportionately based on the relative numbers of requested shares. THIS SUBSCRIPTION CERTIFICATE IS NOT TRANSFERABLE. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL BE GOVERNED SHARES OF COMMON STOCK ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OBLIGATIONS OF ANY BANK AND ARE NOT INSURED BY THE LAWS BANK INSURANCE FUND OF THE STATE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST PROPERLY COMPLETE AND SIGN THE REVERSE SIDE OF NEW YORKTHIS SUBSCRIPTION CERTIFICATE AND DELIVER IT, ALONG WITH PAYMENT OF THE ENTIRE SUBSCRIPTION PRICE FOR ALL SHARES FOR WHICH YOU ARE SUBSCRIBING, TO THE SUBSCRIPTION AGENT ON OR BEFORE THE EXPIRATION DATE STATED ABOVE. WITNESS ANY SUBSCRIPTION TENDERED TO THE SUBSCRIPTION AGENT IS IRREVOCABLE. THE SUBSCRIPTION AGENT IS EQUISERVE TRUST COMPANY, N.A. Please see the corporate seal of the Company Instructions and the signatures of its duly authorized officerstxx Xxxxxxctus accompanying this Subscription Certificate. Dated: July 22, 1997 DISCOVERY ZONE, INC. 2002 TOWER FINANCIAL CORPORATION By: ______________________________ Name: Title: Attest: ______________________________ Name: Title: Certificate Donald F. Schenkel Chaixxxx xx xxx Xxxxx, President and Chief Executive Officer TO SUBSCRIBE FOR YOUR PRIMARY SHARES, please complete line "A" below. The maximum number of Authentication: This primary subscription shares available is one set forth on the front of this Subscription Certificate. Subscriptions may be made only for whole shares. TO SUBSCRIBE FOR ANY OVERSUBSCRIPTION SHARES, please complete line "B" below. Only shareholders who have subscribed for the Warrants referred to in maximum primary subscription shares available with their rights may subscribe for additional shares by exercising the within- mentioned Warrant Agreement: STATE STREET BANK AND TRUST COMPANY as Warrant Agent By: ______________________________ Name: Title: {FORM OF WARRANT CERTIFICATE} {REVERSE} DISCOVERY ZONE, INCoversubscription privilege. Your combined subscription cannot exceed 100,000 shares.

per Share. PRIOR TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF The Company intends to acquire certain gold assets and change its business to a junior gold exploration company. The Company will initially acquire from Pershing Gold Corporation (“Pershing”) through a merger transaction (the “Merger”) contemporaneously with the closing of this Offering, certain gold assets in consideration for (i) 45 DAYS AFTER JULY 22the issuance of 25,000,000 shares of Common Stock, 1997 AND (ii) a cash payment of $2,000,000 and (iii) a promissory note in the principal amount of $500,000. The gold assets to be acquired will be acquired through the acquisition of Pershing’s wholly owned subsidiary, the sole member of each of Arttor Gold LLC (“Arttor Gold”) and Noble Effort Gold LLC (“Noble Effort”) which own the rights to explore the North Battle Mountain Mineral Prospect and Red Rock Mineral Prospect located in Lander County, Nevada (collectively, the “Gold Mining Properties”). Additional information including important risks related to the Gold Mining Properties can be found in the filings with the SEC made by Pershing (the “Pershing SEC Filings”). When used herein, the term “Risk Factors” shall include the risk factors related to the Gold Mining Properties and gold mining in general in the Pershing SEC Filings. Each Subscriber will receive a draft of the Current Report on Form 8-K describing the Merger and the Gold Mining Properties, including a description of important risks and other considerations, and will be required to reconfirm their purchase of Shares prior to the Initial Closing of Offering (as defined below). In connection with the Subscriber’s subscription the Company may pay one or more placement agents (the “Placement Agent”) a fee up to ten (10%) of the amount subscribed, plus reimbursement of expenses. NO OFFERING LITERATURE OR ADVERTISEMENT IN ANY FORM MAY BE RELIED UPON IN THE OFFERING OF THESE SECURITIES EXCEPT FOR THIS SUBSCRIPTION AGREEMENT AND ANY SUPPLEMENTS HERETO (THE “AGREEMENT”), AND NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS EXCEPT THOSE CONTAINED HEREIN. THIS AGREEMENT IS CONFIDENTIAL AND THE CONTENTS HEREOF MAY NOT BE REPRODUCED, DISTRIBUTED OR DIVULGED BY OR TO ANY PERSONS OTHER THAN THE RECIPIENT OR ITS REPRESENTATIVE, ACCOUNTANT OR LEGAL COUNSEL, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY. EACH PERSON WHO ACCEPTS DELIVERY OF THIS AGREEMENT, ACKNOWLEDGES AND AGREES TO THE FOREGOING RESTRICTIONS. THIS AGREEMENT DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE INFORMATION THAT YOU MAY DESIRE IN EVALUATING THE COMPANY, OR AN INVESTMENT IN THE OFFERING. THIS SUBSCRIPTION AGREEMENT DOES NOT CONTAIN ALL OF THE INFORMATION THAT WOULD NORMALLY APPEAR IN A PROSPECTUS FOR AN OFFERING REGISTERED UNDER THE SECURITIES ACT. YOU MUST CONDUCT AND RELY ON YOUR OWN EVALUATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, IN DECIDING WHETHER TO INVEST IN THE OFFERING. THIS AGREEMENT CONTAINS A SUMMARY OF CERTAIN PROVISIONS OF VARIOUS DOCUMENTS RELATING TO THE OPERATIONS OF THE COMPANY. THESE SUMMARIES DO NOT PURPORT TO BE COMPLETE AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE ORIGINAL DOCUMENTS. THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION OF AN OFFER TO ANY PERSON OR IN ANY JURISDICTION WHERE SUCH EARLIER DATE OFFER OR SOLICITATION IS UNLAWFUL OR NOT AUTHORIZED. EACH PERSON WHO ACCEPTS DELIVERY OF THIS SUBSCRIPTION AGREEMENT AGREES TO RETURN IT AND ALL RELATED DOCUMENTS IF SUCH PERSON DOES NOT PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN. NEITHER THE DELIVERY OF THIS AGREEMENT AT ANY TIME NOR ANY SALE OF SECURITIES HEREUNDER SHALL IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THE INITIAL PURCHASER COMPANY WILL EXTEND TO EACH PROSPECTIVE INVESTOR (AND TO ITS REPRESENTATIVE, ACCOUNTANT OR LEGAL COUNSEL, IF ANY) THE OPPORTUNITY, PRIOR TO ITS PURCHASE OF SHARES OF PREFERRED STOCK, TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE OFFERING AND TO OBTAIN ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES THE SAME OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, IN ORDER TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH HEREIN. ALL SUCH ADDITIONAL INFORMATION SHALL ONLY BE PROVIDED IN WRITING AND IDENTIFIED AS SUCH BY THE COMPANY THROUGH ITS DULY AUTHORIZED OFFICERS AND/OR DIRECTORS ALONE; NO ORAL INFORMATION OR INFORMATION PROVIDED BY ANY BROKER OR THIRD PARTY MAY DESIGNATEBE RELIED UPON. NO REPRESENTATIONS, WARRANTIES OR ASSURANCES OF ANY KIND ARE MADE OR SHOULD BE INFERRED WITH RESPECT TO THE WARRANTS EVIDENCED ECONOMIC RETURN, IF ANY, THAT MAY ACCRUE TO AN INVESTOR IN THE COMPANY. THIS AGREEMENT CONTAINS FORWARD-LOOKING STATEMENTS REGARDING THE COMPANY’S PERFORMANCE, STRATEGY, PLANS, OBJECTIVES, EXPECTATIONS, BELIEFS AND INTENTIONS. THE OUTCOME OF THE EVENTS DESCRIBED IN THESE FORWARD-LOOKING STATEMENTS IS SUBJECT TO SUBSTANTIAL RISKS, AND ACTUAL RESULTS COULD DIFFER MATERIALLY. THE SECTIONS ENTITLED “EXECUTIVE SUMMARY,” “RISK FACTORS,” AND “DESCRIPTION OF BUSINESS,” IN ANY SEC FILING OR REPORT, AS WELL AS THIS AGREEMENT GENERALLY, CONTAINS DISCUSSIONS OF SOME OF THE FACTORS THAT COULD CONTRIBUTE TO THESE DIFFERENCES. THIS SUBSCRIPTION AGREEMENT AND THE SEC FILINGS AND REPORTS INCLUDE DATA OBTAINED FROM INDUSTRY PUBLICATIONS AND REPORTS, WHICH THE COMPANY BELIEVES TO BE RELIABLE SOURCES; HOWEVER, NEITHER THE ACCURACY NOR COMPLETENESS OF THIS DATA IS GUARANTEED. WE HAVE NEITHER INDEPENDENTLY VERIFIED THIS DATA NOR SOUGHT THE CONSENT OF SUCH SOURCES TO REFER TO THEIR REPORTS IN THIS SUBSCRIPTION AGREEMENT. THE OFFERING PRICE OF THE SHARES OF PREFERRED STOCK HAS BEEN DETERMINED ARBITRARILY. THE PRICE OF THE SHARES OF PREFERRED STOCK DOES NOT NECESSARILY BEAR ANY RELATIONSHIP TO THE ASSETS, EARNINGS OR BOOK VALUE OF THE COMPANY, OR TO POTENTIAL ASSETS, EARNINGS, OR BOOK VALUE OF THE COMPANY. THERE IS NO ACTIVE TRADING MARKET IN THE COMPANY’S COMMON STOCK OR PREFERRED STOCK AND THERE CAN BE NO ASSURANCE THAT AN ACTIVE TRADING MARKET IN ANY OF THE COMPANY’S SECURITIES WILL DEVELOP OR BE MAINTAINED. A LIMITED NUMBER OF SHARES OF COMMON STOCK MAY BE ELIGIBLE FOR TRADING PRIOR TO REGISTRATION OF THE SECURITIES SOLD IN THE OFFERING, AND SUCH REGISTRATION MAY BE DELAYED IN CERTAIN CIRCUMSTANCES. THE PRICE OF SHARES QUOTED ON THE OTC BULLETIN BOARD OR TRADED ON ANY EXCHANGE MAY BE IMPACTED BY A LACK OF LIQUIDITY OR AVAILABILITY OF SHARES FOR PUBLIC SALE AND ALSO WILL NOT NECESSARILY BEAR ANY RELATIONSHIP TO THE ASSETS, EARNINGS, BOOK VALUE OR POTENTIAL PROSPECTS OF THE COMPANY OR APPLICABLE QUOTED OR TRADING PRICES THAT MAY EXIST FOLLOWING REGISTRATION OR THE LAPSE OF RESTRICTIONS ON THE SECURITIES SOLD PURSUANT TO THE OFFERING OR UPON THE LAPSE OF ANY LOCKUP AGREEMENTS OR OTHER RESTRICTIONS. SUCH PRICES SHOULD NOT BE CONSIDERED ACCURATE INDICATORS OF FUTURE QUOTED OR TRADING PRICES THAT MAY SUBSEQUENTLY EXIST FOLLOWING REGISTRATION OR WHEN SUCH LOCKUP AGREEMENTS OR RESTRICTIONS LAPSE. THE COMPANY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART FOR ANY REASON OR FOR NO REASON. THE COMPANY IS NOT OBLIGATED TO NOTIFY RECIPIENTS OF THIS CERTIFICATE SUBSCRIPTION AGREEMENT WHETHER ALL OF THE SHARES OF PREFERRED STOCK OFFERED HEREBY HAVE BEEN SOLD. SUBSCRIBERS MAY BE DEEMED TO BE IN POSSESSION OF MATERIAL NON-PUBLIC INFORMATION WITHIN THE MEANING OF THE UNITED STATES SECURITIES LAWS AND REGULATIONS REGARDING A PUBLIC COMPANY. THIS AGREEMENT CONTAINS CONFIDENTIAL INFORMATION CONCERNING THE COMPANY, AND HAS BEEN PREPARED SOLELY FOR USE IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN. ANY USE OF THIS INFORMATION FOR ANY PURPOSE OTHER THAN IN CONNECTION WITH THE CONSIDERATION OF AN INVESTMENT IN THE SECURITIES OF THE COMPANY THROUGH THE OFFERING DESCRIBED HEREIN MAY SUBJECT THE USER TO CIVIL AND/OR CRIMINAL LIABILITY. THE RECIPIENT, BY ACCEPTING THIS SUBSCRIPTION AGREEMENT, AGREES NOT TO: (I) DISTRIBUTE OR REPRODUCE THIS SUBSCRIPTION AGREEMENT, IN WHOLE OR IN PART, AT ANY TIME, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY; (II) TO KEEP CONFIDENTIAL THE EXISTENCE OF THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN OR MADE AVAILABLE IN CONNECTION WITH ANY FURTHER INVESTIGATION OF THE COMPANY; AND (III) REFRAIN FROM TRADING IN THE PUBLICLY-TRADED SECURITIES OF THE COMPANY OR ANY OTHER RELEVANT COMPANY FOR SO LONG AS SUCH RECIPIENT IS IN POSSESSION OF THE MATERIAL NON-PUBLIC INFORMATION CONTAINED HEREIN. SUBSCRIBERS ARE ADVISED THAT THEY SHOULD SEEK THEIR OWN LEGAL COUNSEL PRIOR TO EFFECTUATING ANY TRANSACTIONS IN THE PUBLICLY TRADED COMPANY’S SECURITIES. THIS OFFERING IS BEING MADE SOLELY TO “ACCREDITED INVESTORS,” AS SUCH TERM IS DEFINED IN RULE 501 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND WILL BE OFFERED AND SOLD IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) THEREUNDER AND REGULATION D (RULE 506) OF THE SECURITIES ACT AND CORRESPONDING PROVISIONS OF STATE SECURITIES LAWS. THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROMRESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS, BUT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS AGREEMENT AS INVESTMENT, LEGAL, BUSINESS, OR TAX ADVICE. EACH INVESTOR SHOULD CONTACT HIS, HER OR ITS OWN ADVISORS REGARDING THE APPROPRIATENESS OF THIS INVESTMENT AND THE TAX CONSEQUENCES THEREOF, WHICH MAY DIFFER DEPENDING ON AN INVESTOR’S PARTICULAR FINANCIAL SITUATION. IN NO EVENT SHOULD THIS AGREEMENT BE TRANSFERRED DEEMED OR EXCHANGED ONLY TOGETHER WITHCONSIDERED TO BE TAX ADVICE PROVIDED BY THE COMPANY. THE SHARES OF PREFERRED STOCK REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE NOTES. CUSIP NUMBER: 25468B-115 No. [ ] [ ] Warrants WARRANT CERTIFICATE DISCOVERY ZONE, INC. This Warrant Certificate certifies that [ ], or its registered assigns, is the registered holder of [ ] Warrants (the "Warrants") to purchase shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Discovery Zone, Inc., a Delaware corporation (the "Company"). Each Warrant entitles the holder to purchase from the Company at any time on or after the date hereof and until 5:00 p.m., New York City time, on August 1, 2007 (the "Expiration Date"), 9.4724 fully paid and non-assessable shares of Common Stock (as such number may be adjusted from time to time, the "Warrant Shares", which may also include any other securities or property issuable upon exercise of a Warrant, such adjustment and inclusion each as provided in the Warrant Agreement) at the initial exercise price (the "Exercise Price") of $0.01 per Warrant Share upon surrender of this Warrant Certificate and payment of the Exercise Price at any office or agency maintained for that purpose by the Company (the "Warrant Agent Office"), subject to the conditions set forth herein and in the Warrant Agreement. The Exercise Price shall be payable in cash or by certified or official bank check in the lawful currency of the United States of America which as of the time of payment is legal tender for payment of public or private debts. The Company has initially designated its principal executive offices in New York, New York, as the initial Warrant Agent Office. The number of Warrant Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Any Warrants not exercised on or prior to 5:00 p.m., New York City time, on August 1, 2007 shall thereafter be void. Reference is hereby made to the further provisions on the reverse hereof, which provisions shall for all purposes have the same effect as though fully set forth at this place. All capitalized terms used in this Warrant Certificate and not otherwise defined herein shall have the meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate shall not be valid unless authenticated by the Warrant Agent, as such term is used in the Warrant Agreement. Initially, the Company shall act as its own Warrant AgentHOLDER IN A TRANSACTION EXEMPT UNDER § 517.061 OF THE FLORIDA SECURITIES ACT. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY THE LAWS SHARES OF PREFERRED STOCK HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF NEW YORKFLORIDA. WITNESS the corporate seal of the Company and the signatures of its duly authorized officers. Dated: July 22IN ADDITION, 1997 DISCOVERY ZONEALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE COMPANY, INC. By: ______________________________ Name: Title: Attest: ______________________________ Name: Title: Certificate of Authentication: This is one of the Warrants referred to in the within- mentioned Warrant Agreement: STATE STREET BANK AND TRUST COMPANY as Warrant Agent By: ______________________________ Name: Title: {FORM AN AGENT OF WARRANT CERTIFICATE} {REVERSE} DISCOVERY ZONETHE COMPANY, INCOR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.

per Share. PRIOR TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF At a meeting held on March 9, 1999 by telephone conference call, the Special Committee met with its legal and financial advisors. At the meeting, legal counsel to the Special Committee then reviewed the legal duties of the Special Committee in approving a transaction and the proposed terms of the Merger Agreement, and Bear Steaxxx xxxiewed its analysis and rendered its oral opinion concerning the fairness from a financial point of view of the proposed consideration to be received by Stockholders (iother than Parent, the Company and their respective wholly owned subsidiaries) 45 DAYS AFTER JULY 22in the Offer and Merger. See "--Recommendation of the Company Board; Fairness of the Offer and the Merger--Opinion of Bear Steaxxx." Xhe Special Committee unanimously (a) determined that each of the Offer and the Merger is fair to and in the best interests of the 7 10 Stockholders (other than Parent and Purchaser) and that the Merger Agreement is advisable; (b) approved the Merger Agreement and the transactions contemplated thereby, 1997 AND including the Offer and the Merger; (iic) SUCH EARLIER DATE AS THE INITIAL PURCHASER MAY DESIGNATEapproved the Company waiving the restriction of the Governance Agreement to permit the Offer and Merger; and (d) recommended to the Company Board that the Company Board recommend that the Stockholders accept the Offer and tender their Shares pursuant to the Offer and approve and adopt the Merger and the Merger Agreement. Immediately following the Special Committee meeting on March 9, THE WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROMthe Company Board met by telephone conference call in a special Company Board meeting, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITHduring which meeting the Company Board received presentations from counsel to the Company, THE NOTEScounsel to the Special Committee and counsel to Parent and received the recommendation of the Special Committee. CUSIP NUMBER: 25468B-115 NoWith the Parent Directors on the Company Board abstaining and otherwise by unanimous vote, the Company Board (including Mr. Xxxxxxx) xxen (a) determined that each of the Offer and the Merger is fair to and in the best interests of the Stockholders (other than Parent and Purchaser) and that the Merger Agreement is advisable; (b) approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger; and (c) recommended that the Stockholders accept the Offer and tender their Shares in the Offer and adopt and approve the Merger Agreement and the Merger. [ ] [ ] Warrants WARRANT CERTIFICATE DISCOVERY ZONEAt such meeting, INCfollowing the initial vote, the full Company Board then, by unanimous vote, (a) determined that each of the Offer and the Merger is fair to and in the best interests of the Stockholders (other than Parent and Purchaser) and that the Merger Agreement is advisable; (b) approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger; and (c) recommended that the Company Board recommend that the Stockholders accept the Offer and tender their Shares in the Offer. This Warrant Certificate certifies that [ ]Following such meetings and finalization of necessary documentation, or its registered assignsParent, is Purchaser and the registered holder of [ ] Warrants Company entered into the Merger Agreement. On March 10, 1999, Parent and the Company issued a joint press release (the "WarrantsMarch 10 Press Release") to purchase shares announcing the transactions, including the execution of Common Stockthe Merger Agreement. Also on March 10, par value $0.01 per share 1999, Parent issued a French language press release in Paris (the "Common StockFrench Press Release") announcing the transactions, including the execution of the Merger Agreement. Copies of the March 10 Press Release and the French Press Release are filed as Exhibit (a)(10) and Exhibit (a)(11), of Discovery Zonerespectively, Inc.to the Schedule 14D-1. Also on March 10, 1999, Parent issued a Delaware corporation press release (the "Parent Results Press Release") announcing its audited consolidated results for the year ended December 31, 1999. A copy of the Parent Results Press Release is filed as Exhibit (a)(12) to the Schedule 14D-1. See "THE TENDER OFFER--Section 8 Certain Information Concerning Parent and Purchaser." On March 15, 1999, the Company issued a press release (the "March 15 Press Release") announcing its results for the fiscal year ended January 30, 1999. See "THE TENDER OFFER--Section 7 Certain Information Concerning the Company." A copy of the March 15 Press Release is filed as Exhibit (a)(9) to the Schedule 14D-1. On March 16, 1999, pursuant to the Merger Agreement, Purchaser commenced the Offer, and Parent and Purchaser issued a press release (the "March 16 Press Release") announcing commencement of the Offer. A copy of the March 16 Press Release is filed as Exhibit (a)(8) to the Schedule 14D-1. POSITION OF PARENT AND PURCHASER REGARDING FAIRNESS OF THE OFFER AND THE MERGER Position of Parent and Purchaser Parent and Purchaser believe that the consideration to be received by the Stockholders pursuant to the Offer and the Merger is fair to the Stockholders (other than Parent and Purchaser). Each Warrant entitles Parent and Purchaser base their belief on the holder to purchase from following: - the fact that the Special Committee concluded that the Offer and the Merger was fair to, and in the best interests of, the Stockholders and that the Merger Agreement is advisable; - the fact that the Company at any time Board determined that the Offer and the Merger was fair to, and in the best interests of, the Stockholders and that the Merger Agreement is advisable; - notwithstanding the fact that Bear Steaxxx' xxinion was provided solely for the information and assistance of the Special Committee and the Company Board and that Parent and Purchaser are not entitled to rely on or after such opinion, the fact that the Special Committee received a written opinion from Bear Steaxxx xxxt, subject to the various assumptions and limitations set forth therein, as of the date hereof thereof, the $24.50 per Share in cash to be received by Stockholders (other than Parent or the Company and until 5:00 p.m.their respective wholly owned subsidiaries) in the Offer and the Merger pursuant to the Merger Agreement is fair to such Stockholders from a financial point of view; 8 11 - the presence of the Minimum Condition ensures that, in order for the Offer to be consummated, at least a majority of the Shares not beneficially owned by Parent will have to be tendered pursuant to the Offer and not properly withdrawn, and, for the Offer to be consummated at 12:00 midnight, New York City time, on August 1April 12, 2007 1999 (the "Initial Expiration Date"), 9.4724 fully paid and non-assessable shares of Common Stock (as such number may be adjusted from time to time, the "Warrant Shares", which may also include any other securities or property issuable upon exercise of a Warrant, such adjustment and inclusion each as provided in the Warrant Agreement) at the initial exercise price (the "Exercise Price") of $0.01 per Warrant Share upon surrender of this Warrant Certificate and payment least 90% of the Exercise Price at any office or agency maintained for that purpose by the Company (the "Warrant Agent Office"), subject total number of outstanding Shares will have to be tendered pursuant to the conditions set forth herein Offer and in not properly withdrawn (provided, that, following the Warrant Agreement. The Exercise Price shall be payable in cash or Initial Expiration Date, Purchaser may, but is not required to, accept for payment Shares tendered and not properly withdrawn which, when aggregated with the Shares beneficially owned by certified or official bank check in the lawful currency Parent, represent at least 75% of the United States of America which as of the time of payment is legal tender for payment of public or private debts. The Company has initially designated its principal executive offices in New York, New York, as the initial Warrant Agent Office. The total number of Warrant Shares issuable upon exercise of outstanding Shares); - the Warrants is subject to adjustment upon Merger Agreement was negotiated with the occurrence of certain events set forth in Special Committee at arm's-length; - the Warrant Agreement. Any Warrants not exercised on or prior to 5:00 p.m., New York City time, on August 1, 2007 shall thereafter be void. Reference is hereby made to the further provisions on the reverse hereof, which provisions shall for all purposes have the same effect as though fully set forth at this place. All capitalized terms used in this Warrant Certificate historical and not otherwise defined herein shall have the meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate shall not be valid unless authenticated by the Warrant Agent, as such term is used in the Warrant Agreement. Initially, the Company shall act as its own Warrant Agent. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. WITNESS the corporate seal projected financial performance of the Company and its financial results and Parexx'x xiews as to the signatures likelihood of achieving such results under various scenarios (See "--Certain Financial Projections (Unaudited)"); - the various analyses performed by J.P. Xxxxxx, Xxrexx'x xinancial advisor; - the consideration to be paid in the Offer represents a premium of approximately 45.2% over the closing price of the Shares on December 1, 1998, the last trading day, prior to the December 2nd Announcement, an approximately 88.5% premium over the closing price for the Shares one week prior to the December 2nd Announcement, an approximately 62.7% and an approximately 62.7% premium over the average of the Company's closing prices of the Shares for the 30 and 60 days, respectively, prior to December 2, 1998, and an approximately 14.3% premium over the closing price of the Shares on March 9, 1999, the day before the execution of the Merger Agreement; - the consideration to be paid to the Stockholders is entirely in cash; - in the Merger, Stockholders will receive an amount in cash equal to $24.50 or any greater amount per Share paid pursuant to the Offer (the "Per Share Amount"); and - the fact the Governance Agreement, which Parent complied with in connection with the Proposal and the Offer, provided specific procedures for the independent directors, which procedures could be used to prevent Parent from making the Offer if the independent directors believed that it was not in the best interests of the Company's public Stockholders. Parent and Purchaser did not find it practicable to assign, nor did they assign, relative weights to the individual factors considered in reaching their conclusion as to fairness. In light of the nature of the Company's business, Parent and Purchaser did not deem net book value or liquidation value to be relevant indicators of the value of the Shares. J.P. Xxxxxx Xxxorts Pursuant to an engagement letter dated December 1, 1998, Parexx xxxained J.P. Xxxxxx xx its duly authorized officersexclusive financial advisor in connection with Parexx'x xfforts to acquire the Shares it does not beneficially own (the "Acquisition"). Dated: July On November 17, 1998, J.P. Xxxxxx xxxe a presentation (the "November 17 Report") to members of Parent's senior management to update Parent on its investment in the Company and to assist Parent in its evaluation of various alternatives with respect to such investment. The information contained in the November 17 report was based upon public information available at such time. After receiving the Budget Projections prepared by the Company's management and furnished to J.P. Xxxxxx xx February 1999 by Bear Xxxxxxx, X.P. Xxxxxx xxx Parexx'x xanagement prepared a presentation, dated February 22, 1997 DISCOVERY ZONE1999 (the "February 22 Report"), INC. By: ______________________________ Name: Title: Attest: ______________________________ Name: Title: Certificate for certain members of Authentication: This is one Parent's senior management respecting the views of J.P. Xxxxxx xxx Parent's management as to the valuation of the Warrants referred Company. See "--Certain Financial Projections (Unaudited)." The February 22 Report was reviewed with Bear Steaxxx xx J.P. Xxxxxx. On March 4, 1999, J.P. Xxxxxx xxxe a presentation to the Special Committee (the "March 4 Report" and, together with the November 17 Report and the February 22 Report, the "J.P. Xxxxxx Xxxorts"), following delivery to J.P. Xxxxxx xx Bear Xxxxxxx xx the Management Projections prepared by the Company's management and reflecting the Management Projections to certain members of Parent's senior management in which J.P. Xxxxxx xxxther discussed its views on the within- mentioned Warrant Agreement: STATE STREET BANK AND TRUST COMPANY valuation of the Company. See "--Certain Financial Projections (Unaudited)." No limitations were imposed by Parent or Purchaser upon J.P. Xxxxxx xxxh respect to the investigations made or procedures followed by J.P. Xxxxxx xx rendering any of the J.P. Xxxxxx Xxxorts. The full text of each of the November 17 Report, the February 22 Report and the March 4 Report, which sets forth the assumptions made, matters considered and limits on the review undertaken in such Report, are filed as Warrant Agent By: ______________________________ Name: Title: {FORM OF WARRANT CERTIFICATE} {REVERSE} DISCOVERY ZONEExhibits (b)(5), INC.(b)(4), and (b)(3), respectively, to the Schedule 13E-3 and is 9 12 incorporated herein by reference. The J.

per Share. PRIOR TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF During the pendency of the Offer, current NAV quotations can be obtained from Credit Suisse Asset Management--Investor Relations, by calling (i800) 45 DAYS AFTER JULY 22, 1997 AND (ii) SUCH EARLIER DATE AS THE INITIAL PURCHASER MAY DESIGNATE, THE WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE NOTES. CUSIP NUMBER: 25468B-115 No. [ ] [ ] Warrants WARRANT CERTIFICATE DISCOVERY ZONE, INC. This Warrant Certificate certifies that [ ]293-1232, or its registered assignsat wxx.xxxxxxxxx.xom, is a wexxxxx xxxxxxxxx xnformation for closed-end funds managed by CSAM. Tendering shareholders will not be obliged to pay brokerage fees or commissions or, except as set forth in Instruction 7 of the registered holder Letter of [ ] Warrants Transmittal, stock transfer taxes on the purchase of Shares by the Fund pursuant to the Offer. The Fund will pay all charges and expenses of EquiServe Trust Company, N.A. (the "WarrantsDepositary") to purchase shares of Common Stock, par value $0.01 per share and Georgeson Shareholders Xxxxxxxxxtion Inc. (the "Common StockInformation Agent"). The Fund has mailed materials for the Offer to record holders on or about October 24, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire to tender their Shares should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), of Discovery ZoneMAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, Inc.ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, a Delaware corporation (the "ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company"). Each Warrant entitles the holder to purchase from the Company at any time on or after the date hereof and until 5:00 p.m., New York City timeN.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, on August 1MA 02184 BY HAND: EquiServe Trust Company, 2007 (the "Expiration Date")N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, 9.4724 fully paid and nonInc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-assessable shares of Common Stock (as such number may be adjusted from time to time3000 100 William Street, the "Warrant Shares", which may also include any other securities or property issuable upon exercise of a Warrant, such adjustment and inclusion each as provided in the Warrant Agreement) at the initial exercise price (the "Exercise Price") of $0.01 per Warrant Share upon surrender of this Warrant Certificate and payment of the Exercise Price at any office or agency maintained for that purpose by the Company (the "Warrant Agent Office"), subject to the conditions set forth herein and in the Warrant Agreement. The Exercise Price shall be payable in cash or by certified or official bank check in the lawful currency of the United States of America which as of the time of payment is legal tender for payment of public or private debts. The Company has initially designated its principal executive offices in New Galxxxxx Xxx York, New York, as the initial Warrant Agent Office. The number of Warrant Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Any Warrants not exercised on or prior to 5:00 p.m., New York City time, on August 1, 2007 shall thereafter be void. Reference is hereby made to the further provisions on the reverse hereof, which provisions shall for all purposes have the same effect as though fully set forth at this place. All capitalized terms used in this Warrant Certificate and not otherwise defined herein shall have the meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate shall not be valid unless authenticated by the Warrant Agent, as such term is used in the Warrant Agreement. Initially, the Company shall act as its own Warrant Agent. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. WITNESS the corporate seal of the Company and the signatures of its duly authorized officers. Dated: July 22, 1997 DISCOVERY ZONE, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. ByINFORMATION AGENT TELEPHONE NUMBER: ______________________________ Name: Title: Attest: ______________________________ Name: Title: Certificate of Authentication: This is one of the Warrants referred to in the within- mentioned Warrant Agreement: STATE STREET BANK AND TRUST COMPANY as Warrant Agent By: ______________________________ Name: Title: {FORM (800) 498-2621 TABLE OF WARRANT CERTIFICATE} {REVERSE} DISCOVERY ZONE, INC.CONTENTS

per Share. PRIOR A STOCKHOLDER WHO WISHES TO INDICATE A SPECIFIC PRICE (IN MULTIPLES OF $.25) AT WHICH SUCH STOCKHOLDER'S SHARES ARE BEING TENDERED MUST CHECK A BOX UNDER THE CLOSE SECTION CAPTIONED 'SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER' ON THE LETTER OF BUSINESS UPON TRANSMITTAL IN THE EARLIEST TABLE LABELED 'PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED.' A STOCKHOLDER WHO WISHES TO OCCUR TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE SEPARATE LETTERS OF (i) 45 DAYS AFTER JULY 22TRANSMITTAL FOR EACH PRICE AT WHICH SUCH SHARES ARE BEING TENDERED. THE SAME SHARES CANNOT BE TENDERED AT MORE THAN ONE PRICE. A TENDER OF SHARES WILL BE PROPER IF, 1997 AND (ii) SUCH EARLIER DATE AS ONLY IF, ON THE INITIAL PURCHASER MAY DESIGNATE, APPROPRIATE LETTER OF TRANSMITTAL EITHER THE WARRANTS EVIDENCED BOX IN THE SECTION CAPTIONED 'SHARES TENDERED AT PRICE DETERMINED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED DUTCH AUCTION' OR EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, ONE OF THE NOTESBOXES IN THE SECTION CAPTIONED 'SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDERS' IS CHECKED. CUSIP NUMBER: 25468B-115 NoBook-Entry Delivery. [ ] [ ] Warrants WARRANT CERTIFICATE DISCOVERY ZONE, INC. This Warrant Certificate certifies that [ ], or its registered assigns, is The Depositary will establish an account with respect to the registered holder of [ ] Warrants Shares at The Depository Trust Company (the "Warrants"'Book-Entry Transfer Facility') to purchase shares for purposes of Common Stock, par value $0.01 per share (the "Common Stock"), of Discovery Zone, Inc., a Delaware corporation (the "Company"). Each Warrant entitles the holder to purchase from the Company at any time on or Offer within two business days after the date hereof of this Offer to Purchase, and until 5:00 p.m., New York City time, on August 1, 2007 (the "Expiration Date"), 9.4724 fully paid and non-assessable shares of Common Stock (as such number may be adjusted from time to time, the "Warrant Shares", which may also include any other securities or property issuable upon exercise of financial institution that is a Warrant, such adjustment and inclusion each as provided participant in the Warrant Agreement) at the initial exercise price (the "Exercise Price") of $0.01 per Warrant Share upon surrender of this Warrant Certificate and payment system of the Exercise Price at any office or agency maintained for that purpose Book-Entry Transfer Facility may make delivery of Shares by causing the Company (Book-Entry Transfer Facility to transfer such Shares into the "Warrant Agent Office"), subject to Depositary's account in accordance with the conditions set forth herein and in the Warrant Agreement. The Exercise Price shall be payable in cash or by certified or official bank check in the lawful currency procedures of the United States Book-Entry Transfer Facility. Although delivery of America which as of the time of payment is legal tender for payment of public or private debts. The Company has initially designated its principal executive offices in New York, New York, as the initial Warrant Agent Office. The number of Warrant Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Any Warrants not exercised on or prior to 5:00 p.m., New York City time, on August 1, 2007 shall thereafter be void. Reference is hereby made to the further provisions on the reverse hereof, which provisions shall for all purposes have the same effect as though fully set forth at this place. All capitalized terms used in this Warrant Certificate and not otherwise defined herein shall have the meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate shall not be valid unless authenticated by the Warrant Agent, as such term is used in the Warrant Agreement. Initially, the Company shall act as its own Warrant Agent. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. WITNESS the corporate seal of the Company and the signatures of its duly authorized officers. Dated: July 22, 1997 DISCOVERY ZONE, INC. By: ______________________________ Name: Title: Attest: ______________________________ Name: Title: Certificate of Authentication: This is one of the Warrants referred to in the within- mentioned Warrant Agreement: STATE STREET BANK AND TRUST COMPANY as Warrant Agent By: ______________________________ Name: Title: {FORM OF WARRANT CERTIFICATE} {REVERSE} DISCOVERY ZONE, INC.11

per Share. PRIOR TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF During the pendency of the Offer, current NAV quotations can be obtained from Credit Suisse Asset Management, LLC--Investor Relations, by calling (i800) 45 DAYS AFTER JULY 22293-1232, 1997 AND (ii) SUCH EARLIER DATE AS THE INITIAL PURCHASER MAY DESIGNATExx xx xxx.xxxxource.cox, THE WARRANTS EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROMx xxxxxxx xxxxiding information for closed-end funds managed by Credit Suisse Asset Management, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITHLLC. Tendering shareholders will not be obliged to pay brokerage fees or commissions or, THE NOTESexcept as set forth in Instruction 7 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by the Fund pursuant to the Offer. CUSIP NUMBER: 25468B-115 No. [ ] [ ] Warrants WARRANT CERTIFICATE DISCOVERY ZONEThe Fund will pay all charges and expenses of EquiServe Trust Company, INC. This Warrant Certificate certifies that [ ], or its registered assigns, is the registered holder of [ ] Warrants N.A. (the "WarrantsDepositary") to purchase shares of Common Stock, par value $0.01 per share and Georgeson Sharehxxxxx Xxxmunications Inc. (the "Common StockInformation Agent"). The Fund has mailed materials for the Offer to record holders on or about October 8, 2002. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire to tender their Shares should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), of Discovery ZoneMAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, Inc.ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, a Delaware corporation (the "ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company"). Each Warrant entitles the holder to purchase from the Company at any time on or after the date hereof and until 5:00 p.m., New York City timeN.A. Attn: Corporate Actions 40 Campanelli Drxxx XX XXXXX XXXSS MAIL: Braintree, on August 1MA 02184 BY HAND: EquiServe Trust Company, 2007 (the "Expiration Date")Securities Transfer & N.A. Reporting Services, 9.4724 fully paid and nonInc. Attn: Corporate Actions c/o EquiServe Trust P.O. Box 43025 Company, N.A. Providence, RI 02940-assessable shares of Common Stock (as such number may be adjusted from time to time3025 100 William Strexx, the "Warrant Shares", which may also include any other securities or property issuable upon exercise of a Warrant, such adjustment and inclusion each as provided in the Warrant Agreement) at the initial exercise price (the "Exercise Price") of $0.01 per Warrant Share upon surrender of this Warrant Certificate and payment of the Exercise Price at any office or agency maintained for that purpose by the Company (the "Warrant Agent Office"), subject to the conditions set forth herein and in the Warrant Agreement. The Exercise Price shall be payable in cash or by certified or official bank check in the lawful currency of the United States of America which as of the time of payment is legal tender for payment of public or private debts. The Company has initially designated its principal executive offices in Xxxxxxxx New York, New York, as the initial Warrant Agent Office. The number of Warrant Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Any Warrants not exercised on or prior to 5:00 p.m., New York City time, on August 1, 2007 shall thereafter be void. Reference is hereby made to the further provisions on the reverse hereof, which provisions shall for all purposes have the same effect as though fully set forth at this place. All capitalized terms used in this Warrant Certificate and not otherwise defined herein shall have the meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate shall not be valid unless authenticated by the Warrant Agent, as such term is used in the Warrant Agreement. Initially, the Company shall act as its own Warrant Agent. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. WITNESS the corporate seal of the Company and the signatures of its duly authorized officers. Dated: July 22, 1997 DISCOVERY ZONE, NY 10038 GEORGESON SHAREHXXXXX XXXMUNICATIONS INC. ByINFORMATION AGENT TELEPHONE NUMBER: ______________________________ Name: Title: Attest: ______________________________ Name: Title: Certificate of Authentication: This is one of the Warrants referred to in the within- mentioned Warrant Agreement: STATE STREET BANK AND TRUST COMPANY as Warrant Agent By: ______________________________ Name: Title: {FORM (866) 883-7876 TABLE OF WARRANT CERTIFICATE} {REVERSE} DISCOVERY ZONE, INC.CONTENTS