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]


  




    	2 



     


    

 


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


 


	 	MEREDITH
    CORPORATION
	 	 	 
	 	By:
    	/s/
    Joseph H. Ceryanec
	 	Name:
    	Joseph
    H. Ceryanec
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	TI
    GOTHAM INC.
	 	 	 
	 	By:
    	/s/
    Joseph H. Ceryanec
	 	Name:
    	Joseph
    H. Ceryanec
	 	Title:	President


 


[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.


  


	 	THEMAVEN,
    INC.
	 	 	 
	 	By:
    	/s/
    James Heckman
	 	Name:
    	James
    Heckman
	 	Title:	Chief
    Executive Officer


 


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


 




    	 



     


    

 


Schedule
A


 


Buyer
Designee Assigned Contracts


  


	No#	 	Name
    of Agreement	 	SI
    Party	 	Counterparty
	10	 	Sportradar
    US – Master Terms and Conditions, together with Sportradar Order Form #1	 	Sports
    Illustrated Group, a division of Time Inc.	 	Sportradar
    US LLC
	11	 	License
        Agreement, dated November 24, 2013, amended

        December
        10, 2013.
	 	Time
    Inc.	 	STATS
    LLC
	15	 	Agreement
    dated July 1, 2017.	 	Time
    Inc.	 	Sportority Inc. d/b/a

                                                         Minute Media

	25	 	Mutual
    Indemnification Agreement dated Mach 6, 2017.	 	Time
    Inc.	 	National Collegiate

                                                         Athletic Association

	34	 	Agreement,
                                                                              dated as of June 25, 2002, as amended on April 1, 2003, January 26, 2004, August 1, 2004, July 14, 2005, and January 1,
                                                                              2007
	 	Magazine Retail

                                                         Enterprises, Inc.
	 	The Finish

                                                         Line, Inc.

	35	 	Media
        Integration Agreement dated June 1, 2015.

         

        Kyle
        Strait Side Letter dated May 27, 2015.

         

        Dane Jackson Side Letter dated June 8, 2015.

         

        Chris
        Sharma Side Letter to Media Agreement dated June 19, 2015.
	 	Time
    Inc.	 	General
    Motors LLC
	36	 	Agreement,
    dated as of June 27, 2016	 	Sports
        Illustrated, a

        division
        of Time Inc.
	 	Symetra
        Life Insurance

        Company

	37	 	Magazine
    Order dated February 22, 2019.	 	Sports
    Illustrated	 	Symetra
	38	 	Amended
    and Restated Cover Wrap Agreement, dated as of January 1, 2018	 	Meredith
    Corporation	 	MNI
    Targeted Media Inc.
	39	 	Amended
    and Restated Insert Agreement dated January 1, 2018.	 	Meredith
    Corporation	 	MNI
    Targeted Media Inc.
	40	 	Content
    License Agreement, dated as of July 20, 2018	 	Sports
    Illustrated Group, a division of Time Inc.	 	10Ten
    Media, LLC
	41	 	License
                                                                              Agreement dated January 1, 2010, as amended January 1, 2014, March 3, 2014, April 21, 2015, January 29, 2018, February 1,
                                                                              2018 and July 1, 2018.
	 	Time
    Inc.	 	EBSCO
    Publishing, Inc.
	42	 	Publisher
    Agreement, dated as of September 11, 2018	 	Meredith
    Corporation	 	Comag
    Marketing Group LLC
	43	 	Master
    Services Agreement dated January 1, 2010.	 	Meredith
    Corporation	 	CDS
    Global, Inc.
	45	 	Asset
    Purchase Agreement dated February 6, 2018.	 	TI
        Golf Holdings Inc.

                                                          

                                                         SirenServ, Inc.

         

        Time
        Inc.
	 	EB
    Golf Media LLC
	46	 	Intellectual
    Property License Agreement, dated as of October 31, 2018	 	Time
    Inc.	 	You.com
    GP, LLC (f/k/a MBLB Chronos, LLC)


 




    	 



     


    

 


	No#	 	Name
    of Agreement	 	SI
    Party	 	Counterparty
	47	 	Intellectual
    Property License Agreement dated December 21, 2018.	 	Time
    Inc.	 	Fortune
    Media IP Limited
	51	 	Advertising
    Sales Representative dated January 1, 2019.	 	TI
    Gotham Inc.	 	CSM
    Properties, Inc.
	56	 	Master
    Services Agreement, dated as of December 28, 2018	 	Sports
    Illustrated	 	Toluna
    USA, Inc.
	57	 	Master
        Service Agreement dated April 15, 2019.

         

        Statement
        of Work #1, dated April 16, 2019.

        Order
        Form #1, dated April 16, 2019.
	 	TI
    Gotham Inc.	 	Sailthru,
    Inc.
	64	 	Master
                                                         Services Agreement, dated as of February 16, 2017, together with that certain Work Order #1, dated as of February 21, 2017,
                                                         and that certain Work Order #2, dated as of February 23, 2018
	 	Time
    Inc.	 	Beta

        Research
        Corporation

	65	 	Custom
    Starch Studies Letter Agreement dated January 25, 2018.	 	Time
    Inc.	 	GfK
    US, LLC
	69	 	The
                                                                              Sports Illustrated Swimsuit Agreements related to the Swimsuit Wyoming shoot (Oct. 2 – Oct. 8), including Photographer
                                                                              Agreement with Ruven Afanador (sent out but not yet signed), Model Agreements with Vita Sidorkina, Danielle Herrington, Myla
                                                                              Dalbesio, Marquita Pring, Emily DiDonato and Kim Reikenberg

        (not
        yet signed)
	 	Various	 	Various
	81	 	License
    Term Sheet	 	Time
    Inc.	 	Strand
    Releasing LLC
	105-160	 	Insertion
    Orders included in the Acquired Assets which will be performed following the Second Closing	 	Sports
    Illustrated	 	Multiple
	166	 	The
        following Independent Contractor Agreements:

         

        Writer
        Agreements with Brian Burnsed (5,000- word True Crime feature on surfer/jewel thief Jack Murphy), Robert Sanchez (4,000-word
        feature on Paralympic Cheaters), Max Marshall (5,000-word True Crime feature on mob boss/soccer hooligan Paul Massey),
        and Sarah Barker (4,000-word feature on Russian runner/whistleblower Yuliya Stepanova). Artwork Agreement with Alex Nabaum
        to support next True Crime podcast (subject is former Cal receiver Mariet Ford).
	 	Various	 	Various




 




    	 



     


    

 



	No#	 	Name
    of Agreement	 	SI
    Party	 	Counterparty
	7-31-19
    Bring Down – 1	 	Sponsorship
    Agreement dated April 30, 2019.	 	TI
    Gotham Inc.	 	Anheuser-Busch,
    LLC
	7-13-19
    Bring Down 2	 	2019
        SPORTS ILLUSTRATED Fashionable 50

        Event,
        dated as of June 4, 2019
	 	TI
    Gotham Inc.	 	Richard
    Mille Americas
	7-31-19
    Bring Down – 3	 	2019
        Sports Illustrated Fashionable 50 Event

        dated
        July 1, 2019.
	 	TI
    Gotham Inc.	 	MKTG
    (as agent for Ciroc)
	7-31-19
    Bring Down - 4	 	2019
        SPORTS ILLUSTRATED Swimsuit Event

        –
        Miami, dated as of May 6, 2019
	 	Sports
    Illustrated, a division of TI Gotham Inc.	 	Kate
    Brock
	7-31-19
    Bring Down – 5	 	2019
    Sports Illustrated Swimsuit Event, Miami dated May 6, 2019.	 	TI
    Gotham Inc.	 	Danielle
    Herrington
	7-31-19
    Bring Down - 6	 	2019
        SPORTS ILLUSTRATED Swimsuit on

        Location
        Event, dated as of May 8, 2019
	 	Sports
    Illustrated, a division of TI Gotham Inc.	 	All
    Market Inc. dba Vita Coco
	7-31-19
    Bring Down – 13	 	Master
        Terms and Conditions dated September 12, 2016.

        Order
        Form #1 dated December 15, 2016.
	 	Time
    Inc.	 	SportRadar
    US
	7-31-19
        Bring Down-

        15-71
	 	Insertion
    Orders included in the Acquired Assets which will be performed following the Second Closing	 	Sports
    Illustrated	 	Multiple
	8-30-19
    Bring Down - 1	 	Corporate
    Travel Agreement dated August 13. 2019.	 	TI
    Gotham Inc.	 	Cathay
        Pacific Airways Limited

                                                          

        Hong
        Kong Dragon Airlines Limited

	8-30-19
    Bring Down - 2	 	Letter
    Agreement, dated as of May 13, 2019	 	Sports
    Illustrated Group, a division of TI Gotham Inc.	 	Brush
    Creek Ranch
	8-30-19
    Bring Down - 3-5	 	Insertion
    Orders included in the Acquired Assets which will be performed following the Second Closing	 	Sports
    Illustrated	 	Multiple



 



    	 



     


    

 


	No#	 	Name
    of Agreement	 	SI
    Party	 	Counterparty
	7-31-19
    Bring Down	 	Master
    Services Agreement, dated January 1, 2019, together with Statement of Work #1	 	Sports
    Illustrated Group, a division of Time Inc.	 	Sportradar
    US LLC
	3	 	Agreement,
dated as of January 1, 2014, between Time Inc. and Quad/Graphics, Inc., as amended by that certain Amendment, dated as of January
12, 2015 and effective as of January 1, 2015, that certain Amendment, dated as of July 1, 2016, and that certain

        Amendment
        and Letter Agreement, dated as of October 14, 2016, between Time Inc. and Quad/Graphics, Inc. (Hartford, WI plant) (the
        “Hartford (WI) Printing Agreement”)
	 	Time
    Inc.	 	Quad/Graphics,
    Inc.
	4	 	Agreement,
dated as of January 1, 2014, between Time Inc. and Quad/Graphics, Inc., as amended by that certain Amendment, dated as of January
12, 2015 and effective as of January 1, 2015, that certain Amendment, dated as of July 1, 2016, and that certain

        Amendment
        and Letter Agreement, dated as of October 14, 2016, between Time Inc. and Quad/Graphics, Inc. (Merced, CA plant) (the
        “Merced (CA) Printing Agreement”)
	 	Time
    Inc.	 	Quad/Graphics,
    Inc.
	5	 	Agreement,
dated as of January 1, 2014, between Time Inc. and Quad/Graphics, Inc., as amended by that certain Amendment, dated as of January
12, 2015 and effective as of January 1, 2015, that certain Amendment, dated as of July 1, 2016, and that certain

        Amendment
        and Letter Agreement, dated as of October 14, 2016, between Time Inc. and Quad/Graphics, Inc. (Oklahoma City, OK plant)
        (the “Oklahoma City Printing

        Agreement”)
	 	Time
    Inc.	 	Quad/Graphics,
    Inc.
	6	 	Agreement,
    dated as of January 1, 2017, between Time Inc. and Quad/Graphics, Inc. (Saratoga Springs NY plant) (the “Saratoga Springs
    Printing Agreement”)	 	Time
    Inc.	 	Quad/Graphics,
    Inc.
	7	 	Agreement,
    dated as of February 22, 2018, between Time Inc. and Quad/Graphics, Inc. (The Rock, GA plant) (the “The Rock Printing
    Agreement”)	 	Time
    Inc.	 	Quad/Graphics,
    Inc.



 



    	 



     


    

 


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.