Assignment and Assumption Agreement, dated October 3, 2019, by and among Meredith Corporation, TI Gotham Inc., and the Company

Exhibit 10.110

Execution Version

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Agreement”), is made as of October 3, 2019, by and among Meredith Corporation, an Iowa corporation, (“Meredith Corporation”), TI Gotham Inc., a Delaware corporation (“TI Gotham Inc.” and together with Meredith Corporation, the “Sellers” and each, a “Seller”) and theMaven, Inc., a Delaware corporation (“Buyer Designee”), pursuant to that certain Asset Purchase Agreement, dated as of May 24, 2019, by and among Sellers and ABG-SI LLC, a Delaware limited liability company (“Buyer”) (the “Purchase Agreement”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Purchase Agreement.

WHEREAS, pursuant to that certain Licensing Agreement, dated as of June 14, 2019, by and between Buyer Designee and Buyer (the “Licensing Agreement”), Buyer granted to Buyer Designee certain licenses and rights of use in connection with the Business;

WHEREAS, pursuant to the Licensing Agreement, Buyer Designee and Buyer agreed to cause the Buyer Designee Assigned Contracts (as defined below) to be assigned to Buyer Designee at the Second Closing;

WHEREAS, pursuant to that certain Assignment Agreement, dated as of the date hereof, by and among Buyer Designee, Buyer, Meredith Corporation and TI Gotham Inc. (the “Assignment Agreement”), Buyer assigned and transferred to Buyer Designee all its rights and obligations of Buyer as “Buyer” under the Purchase Agreement with respect to the Buyer Designee Assigned Contracts; and

WHEREAS, Buyer has requested Sellers deliver this Agreement to Buyer Designee at the Second Closing pursuant to Section 6.1(b)(i) of the Purchase Agreement.

NOW, THEREFORE, pursuant to the Purchase Agreement and the Assignment Agreement, and in consideration of the mutual covenants and agreements contained therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that:

1. Sellers, acting pursuant to the Purchase Agreement and the Assignment Agreement, effective as of the Second Closing, hereby irrevocably sell, convey, assign, transfer and deliver to Buyer Designee all of Sellers’ right, title and interest in and to the Assigned Contracts set forth on Schedule A to this Agreement (collectively, the “Buyer Designee Assigned Contracts”) (the “Assignment”), free and clear of all Liens except for Permitted Liens of the type described in clause (iii) of the definition of “Permitted Liens,” if any.

2. Buyer Designee, effective as of the Second Closing, hereby accepts the Assignment and irrevocably assumes and shall be liable and solely responsible for (i) all Assumed Liabilities relating to the Buyer Designee Assigned Contracts, and (ii) those liabilities listed on Schedule B attached hereto. Buyer Designee shall not assume and shall not be liable or responsible to pay, perform or discharge any Excluded Liabilities, all of which are retained by Sellers in accordance with the terms of the Purchase Agreement.

3. Sellers do hereby irrevocably constitute and appoint Buyer Designee the true and lawful attorney of Sellers, with full power of substitution, in the name of Sellers but on behalf of and for the benefit and at the expense of Buyer Designee (subject to the obligations of Sellers to indemnify Buyer Designee, as set forth in the Purchase Agreement and the Assignment Agreement), to institute and prosecute all proceedings that Buyer Designee may deem proper in order to collect, assert or enforce any claim right or title of any kind in and to the Buyer Designee Assigned Contracts, to defend and compromise any action, suit or proceeding in respect of any of the Buyer Designee Assigned Contracts, and take such other actions including executing and receiving any certificate of ownership or other document to transfer title to any Buyer Designee Assigned Contracts as Buyer Designee shall deem advisable. The foregoing power is a power coupled with an interest.

4. Nothing in this Agreement shall be construed as an attempt to sell, transfer, convey, assign or deliver any Contract comprising any of the Buyer Designee Assigned Contracts that is by its terms or at law non-assignable without the consent of the other party thereto and as to which such consent shall not have been given as of the date hereof; provided, however, that upon the receipt by Sellers of any such consent, the Contract as to which any such consent relates shall, without any further action by Sellers or Buyer Designee, be deemed to have been assigned by Sellers to Buyer Designee hereunder as of the date of such consent or notice, as the case may be.

5. This Agreement is intended to evidence the consummation of the transactions contemplated by the Purchase Agreement and is subject to the terms and conditions set forth in the Purchase Agreement and the Assignment Agreement. Nothing contained in this Agreement shall be construed to supersede, limit or qualify any provision of the Purchase Agreement or the Assignment Agreement. To the extent there is a conflict between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement or the Assignment Agreement, the terms and provisions of the Purchase Agreement and the Assignment Agreement shall govern.

6. The terms and conditions of Article 8 of the Purchase Agreement shall apply to this Agreement, mutatis mutandis.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Assignment and Assumption Agreement to be duly executed as of the date first set forth above.

[Signature Page to Assignment and Assumption Agreement - Second Closing - Maven]

IN WITNESS WHEREOF, the undersigned have caused this Assignment and Assumption Agreement to be duly executed as of the date first set forth above.

[Signature Page to Assignment and Assumption Agreement - SecondClosing - Maven]

Schedule A

Buyer Designee Assigned Contracts

Schedule B

Additional Assumed Liabilities

All Deferred Subscription Revenue (inclusive of the net subscription and agency receivable accounts) under subscription contracts, defined as the total liability to subscribers to fulfill unfulfilled subscriptions to the print and digital and online editions of the Print and Digital Publications accrued as of the Second Closing Date and the obligation to issue to each subscriber requesting a refund in connection therewith the amount of such liability owing to that subscriber.