UNANIMOUS WRITTEN CONSENT

IN LIEU OF THE FIRST MEETING

OF THE

BOARD OF DIRECTORS

OF

Digital Avenue Music, Inc.

The undersigned, being all of the directors of Digital Avenue Music, Inc., a California corporation (the "Corporation"), hereby unanimously consent to and take the following actions without a meeting pursuant to Section 307(b) of the California Corporations Code of the State of California, and hereby direct that this written consent be placed with the minutes of the proceedings of the Board of Directors of the Corporation:

WHEREAS, the Articles of Incorporation for the Corporation has been issued by the Secretary of State of California on the 21st day of December, 2012.

NOW, THEREFORE, BE IT RESOLVED that the following actions are hereby consented to and adopted as of the 21st day of December, 2012:

1. Incorporation.

RESOLVED, that all actions heretofore taken on behalf of the Corporation by the Incorporator are hereby ratified and affirmed;

FURTHER RESOLVED, that a certified copy of the Articles of Incorporation be inserted by the Secretary of the Corporation in the corporate minute book and kept at the principal office for the transaction of business of the Corporation.

2. Bylaws.

RESOLVED, that the ByLaws, in the form presented to the directors for approval, attached hereto as Exhibit A, are hereby adopted as the By-Laws of the Corporation;

FURTHER RESOLVED, that the ByLaws be authenticated as such by a Certificate of the Secretary or Assistant Secretary of the Corporation and inserted as so certified in the corporate minute book, and that a copy of said ByLaws similarly certified be kept at the principal office for the transaction of business of the Corporation.


3. FormofShareCertificate.

RESOLVED, that the form of share certificate attached hereto as Exhibit B is hereby adopted as the form of certificate for the common shares of the Corporation, and no certificate for shares shall be issued unless properly authorized and executed in accordance with the Articles of Incorporation and the By-Laws of the Corporation.

4. Seal.

RESOLVED, that the form of seal for the Corporation impressed on this page is hereby adopted as the corporate seal of the Corporation:

5. ReceiptofCapital.

RESOLVED, that the subscription for one hundred (100) shares of Common Stock, with $0.10 par value, of the Corporation by All Roads Music, Inc., attached hereto is accepted, and the amount in full value of the consideration recited therein is hereby approved. The Corporation having received the consideration recited, the officers of the Corporation are hereby authorized and directed to sell and issue to All Roads Music, Inc., a certificate for the shares therein subscribed.

FURTHER RESOLVED, that upon the issuance of the certificate in accordance with these resolutions and receipt of payment therefore, the shares for which payment is received shall be validly issued, fully paid and non-assessable shares of the Corporation.

6. TransferAgent.

RESOLVED, that in accordance with the applicable provisions of the By-Laws of the Corporation, the Corporation shall have no agent for transfer of its shares. Instead, the Secretary or Assistant Secretary of the Corporation shall perform all functions on behalf of the Corporation in connection with the transfer of shares.

7. FiscalYear.

RESOLVED, that the fiscal year of the Corporation shall end on March 31 of each year.

8. Election of Directors.

RESOLVED, that in accordance with Section 3.2 of the By-Laws of the Corporation, the authorized number of directors of the Corporation shall be three until changed by resolution of the shareholders or the Board of Directors from time to time.

9. ElectionofOfficers.

RESOLVED, that the following persons are hereby elected to serve in the capacities set forth opposite their respective names until the next annual meeting of this Board of Directors or until their respective successors have been duly elected and qualified:

President / Shelly Bunge
Senior Executive Vice President, General Counsel and Secretary / Leah Weil

Senior Executive Vice President and Chief Financial Officer

/

David C. Hendler

Executive Vice President, Legal Affairs and Assistant Secretary

/

John O. Fukunaga

Executive Vice President, Litigation, and Assistant Secretary

/

Leonard D. Venger

Senior Vice President

/

Karen L. Halby

Chief Accounting Officer and Vice President / Ronald P. McNair
Treasurer / Mary Jo Green

Assistant Secretary

/

Vicki R. Solmon

Assistant Secretary

/

Michael J. Nazitto

Assistant Secretary

/

Timothy Boehm

Assistant Secretary / Steven Gofman
Assistant Treasurer / Yoshinori Saito
Assistant Treasurer - Risk Management / Janel Clausen

10. Principal Office.

RESOLVED, that 10202 West Washington Boulevard, City of Culver City, County of Los Angeles, State of California is hereby designated and fixed as the principal office for the transaction of business of the Corporation.

11. BankandDepositories.

RESOLVED, that any two persons then holding the office of Vice President or above with primary responsibility in the financing area, the Chief Financial Officer, Treasurer, Controller, Assistant Treasurer, or Assistant Controller of the Corporation are hereby authorized and empowered to perform jointly the following acts for, in the name of, and on behalf of, the Corporation:

(a) To open or close (as the case may be) bank accounts with such titles as they deem proper for, in the name of, and on behalf of the Corporation, and to make arrangements for the administration of such bank accounts.

(b) To sign and deliver, or to designate from time to time the person or persons who shall have authority to sign and deliver checks, drafts, notes, acceptances and other instruments, directions and other orders for the payment, withdrawal, transfer (including, without limitation, by wire or other electronic means) or other disposition of monies, credits, items and property at any time held in any of the respective bank accounts maintained by the Corporation, which checks, drafts, notes, acceptances and other instruments, directions and other orders may bear the manual signature, or the facsimile or mechanical signature, of such officers or those so designated and in the case of any directions or other orders may also be made by telephone by such officers or those so designated.

(c) To cancel any designation made pursuant to this resolution.

FURTHER RESOLVED that the foregoing resolution and the authority thereby conferred shall remain in full force and effect until written notice of revocation or modification shall be received by the banking institution in which such bank account or accounts are held; that the Secretary, Assistant Secretary, Assistant Treasurer or any executive officer of the Corporation is hereby authorized and directed to certify to any such banking institution the foregoing resolution, the names of the officers and their respective designees, any changes from time to time in said officers or designees and specimens of their respective signatures; and that any such banking institution may conclusively assume that the persons at any time so certified to it continue as such until receipt by such banking institution of written notice to the contrary.

12. Adoption of Sony Group Code of Conduct.

WHEREAS, the Company deems it is in the best interests of the Company to adopt and implement the Sony Group Code of Conduct in the form attached hereto as Exhibit B, which sets forth the expectations of the Company as to the business conduct of its employees.

NOW, THEREFORE, BE IT RESOLVED, that the Code of Business Conduct in the form attached hereto as Exhibit C is hereby adopted as the Code of Business Conduct of the Company, setting forth the basic internal standards that govern, and must be followed by, all directors, officers and employees of the Company.

13. Corporate Filings.

RESOLVED, that the officers of the Corporation are hereby authorized and directed to prepare, or cause to be prepared, and file, or cause to be filed, such documents, statements and applications as may be necessary or appropriate to complete the incorporation and commence the business of the Corporation.

14. General Authorization

RESOLVED, that the officers of the Corporation are hereby authorized to prepare, execute, deliver and file, as appropriate, any and all documents, in such form as the officer or officers executing, delivering or filing the same shall approve, the execution, delivering or filing by such officer or officers to be conclusive evidence of such approval, and to take all such further action as such officer or officers considers necessary or desirable, to carry out the purposes and intent of the foregoing resolutions.

This Unanimous Written Consent may be executed in any number of counterparts and by different persons in separate counterparts, with the same effect as if all parties had signed the same documents. All such counterparts shall be deemed to be an original, shall be construed together and shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this written consent as of the 21st day of December, 2012.

______

Leah Weil, Director

______

David C. Hendler, Director

______

John O. Fukunaga, Director

SUBSCRIPTION TO THE COMMON STOCK OF

Digital Avenue Music, Inc.,

a California corporation

The undersigned hereby subscribes for one hundred (100) shares of Common Stock with a par value of $0.10, of Digital Avenue Music, Inc., a California corporation (the "Corporation"), and tenders $10.00 in lawful U.S. money to the Treasurer of the Corporation in exchange for such shares.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized officer as of the 21st day of December, 2012.

All Roads Music, Inc.

By: ______

Steven Gofman

Its: Assistant Secretary

1

Digital Avenue Music, Inc.

BY-LAWS

iii

Digital Avenue Music, Inc.

BY-LAWS

TABLE OF CONTENTS

Page

ARTICLE ONE - OFFICES 1

Section 1.1 Registered Office and Agent 1

Section 1.2 Other Offices 1

ARTICLE TWO - SHAREHOLDERS' MEETINGS 1

Section 2.1 Place of Meetings 1

Section 2.2 Annual Meetings 1

Section 2.3 Special Meeting 1

Section 2.4 Notice of Meetings 1

Section 2.5 Quorum 2

Section 2.6 Voting of Shares 2

Section 2.7 Proxies 2

Section 2.8 Presiding Officer 2

Section 2.9 Adjournments 3

Section 2.10 Action of Shareholders Without a Meeting 3

ARTICLE THREE - THE BOARD OF DIRECTORS 3

Section 3.1 General Powers 3

Section 3.2 Number, Election and Term of Office 3

Section 3.3 Removal 4

Section 3.4 Vacancies 4

Section 3.5 Compensation 4

Section 3.6 Committees of the Board of Directors 4

ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS 4

Section 4.1 Regular Meetings 4

Section 4.2 Special Meetings 4

Section 4.3 Place of Meetings 4

Section 4.4 Notice of Meetings 5

Section 4.5 Quorum 5

Section 4.6 Vote Required for Action 5

Section 4.7 Action by Directors Without a Meeting 5


Page

Section 4.8 Adjournments 5

Section 4.9 Participation by Conference Telephone 5

ARTICLE FIVE - NOTICE AND WAIVER 6

Section 5.1 Procedure 6

Section 5.2 Waiver 6

ARTICLE SIX - OFFICERS 6

Section 6.1 Number 6

Section 6.2 Election and Term 7

Section 6.3 Compensation 7

Section 6.4 Removal 7

Section 6.5 Chairman 7

Section 6.6 President 7

Section 6.7 Vice-Presidents 7

Section 6.8 Secretary 7

Section 6.9 Treasurer 8

Section 6.10 Controller 8

Section 6.11 Assistant Secretary and Assistant Treasurer 8

Section 6.12 Bonds 8

ARTICLE SEVEN - DIVIDENDS 9

Section 7.1 Time and Conditions of Declaration 9

Section 7.2 Reserves 9

Section 7.3 Stock Dividends - Unissued Shares 9

Section 7.4 Stock Splits 9

ARTICLE EIGHT - SHARES 9

Section 8.1 Authorization and Issuance of Shares 9

Section 8.2 Stock Certificates 9

Section 8.3 Rights of Corporation with Respect to

Registered Owners 10

Section 8.4 Transfer of Stock 10

Section 8.5 Lost, Stolen or Destroyed Certificates 10

Section 8.6 Fixing of Record Date 10

Section 8.7 Record Date if None Fixed 11


Page

ARTICLE NINE - INDEMNIFICATION 11

Section 9.1 Indemnification 11

Section 9.2 Insurance 11

Section 9.3 Definitions 11

ARTICLE TEN - BOOKS AND RECORDS 12

Section 10.1 Inspection of Books and Records 12

Section 10.2 Fiscal Year 12

Section 10.3 Seal 12

Section 10.4 Annual Statement 12

ARTICLE ELEVEN - AMENDMENTS 12

Section 11.1 Power to Amend By-laws 12

Section 11.2 Conditions 12

iii

Digital Avenue Music, Inc.

ARTICLE ONE

Offices

1.1 Registered Offices. The registered office shall be established and maintained at 10202 W. Washington Blvd., Culver City, California 90232 and Sony Pictures Entertainment Inc., shall be the registered agent of the corporation in charge thereof.

1.2 OtherOffices. The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside this State, the Board of Directors shall fix and designate a principal business office in the State of California.

The corporation may have offices at such place or places within or without the State of California as the Board of Directors may from time to time appoint or the business of the corporation may require or make desirable.

ARTICLETWO

Shareholders' Meetings

2.1 PlaceofMeetings. Meetings of the shareholders shall be held at any place within or outside the State of California as set forth in the notice thereof or, in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver or, if no place is so specified, at the registered office of the corporation.

2.2 AnnualMeetings. The annual meeting of shareholders shall be held on a date and at a time as shall be designated by the Board of Directors and stated in the notice of the meeting, for the purpose of electing directors and transacting any and all business that may properly come before the meeting.

2.3 SpecialMeetings. Special meetings of the shareholders may be called at any time by the Chairman, if any, the President, the Board of Directors, or by the holder of fifty percent (50%) or more of all the shares entitled to vote.

2.4 NoticeofMeetings. Unless waived as contemplated in Section5.2 or by attendance at the meeting, either in person or by proxy, for any purpose other than to object to the transaction of business, a written or printed notice of each shareholders' meeting stating the place, day and hour of the meeting shall be delivered not less than ten days nor more than sixty days before the date thereof, either personally or by mail, by or at the direction of the Chairman, if any, the