Time Out Inc.

“The only significant change to the Bylaws that were amended during the fiscal year was the addition following Indemnification Article:Indemnification in actions by third parties. To the fullest extent permitted by law,this corporation shall indemnify its Directors, officers, employees and otherpersons described in Corporation Code Section 5238(a), including personsformerly occupying any such positions, against all expenses, judgments, fines,settlements, and other amounts actually and reasonably incurred by them inconnection with any proceedings, as that term is used in that section, andincluding an action by or in the right of the Corporation, by reason of the face that the person is or was a person described in that section. Expenses, as used inthis Bylaw, shall have the same meaning as in that section of the CorporationsCode.Indemnification in actions by or in the right of the corporation. On written requestto the Board by any person seeking indemnification under Corporations CodeSection 5238(b) or Section 5238(c), the Board shall promptly decide underCorporations Code Section 5238(e) whether the applicable standard of conductset forth in Corporations Code Section 5238(b) or Section 5238(c) has been metand, if so, the Board shall authorize indemnification.Advance of Expenses. To the fullest extent permitted by law and except asotherwise determined by the Board in a specific instance, expenses incurred by aperson seeking indemnification under Sections 11 .1 and 11.2 of this Article ofthese Bylaws in defending any proceeding covered by those Sections shall beadvanced by the Corporation before the final disposition of the proceeding, onreceipt by the Corporation of an undertaking by or on behalf of that person thatthe advance will be repaid unless it is ultimately found that the person is entitledto be indemnified by the Corporation for those expenses.”

“The organization's board reviews and discusses A draft of the IRS form 990 before it is filed.”

“Governing documents, conflict of interest policy and financial statements are available to the public upon request.”

“The organization requires officers, board members and key employees to sign annually a conflict of interest statement that requires disclosure of any conflicts of interest.”

“The process for determining compensation of key employees include a performance review and comparability studies.”

“The organization requires officers, board members and key employees to sign annually a conflict of interest statement that requires disclosure of any conflicts of interest.”