Exhibit 10.5

FIRST AMENDMENT TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This First Amendment (this “Amendment”) to the Amended and Restated Employment Agreement dated March 2, 2018 between the Meet Group, Inc. (the “Company”) and James Bugden (the “Executive”) is made this fifth day of March, 2020. The Company and the Executive are referred to below individually as a “Party” and collectively as the “Parties”.

WITNESSETH:

WHEREAS, the Parties entered into the Amended and Restated Employment Agreement dated March 2, 2018 (the “Employment Agreement”);

WHEREAS, the Parties desire to enter into this Amendment in order to amend a certain provision of the Employment Agreement; and

WHEREAS, such amended provision of the Employment Agreement shall become effective as of the date of this Amendment.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, covenants and agreements entered herein, the legal sufficiency of which is acknowledged by the Parties, and intending to be legally bound, the Parties agree as follows:

1. Contingent upon the closing of the merger contemplated by the Agreement and Plan of Merger of even date herewith between the Company and the parties named therein (the “Merger Agreement”), the following shall be added to the definition of “Good Reason” of the Employment Agreement “Good Reason shall not include (x) the fact of the Company’s equity ceasing to be traded on a public exchange following the closing of said merger or (y) any attendant changes to Executive’s duties or responsibilities solely and directly resulting from the Company ceasing to be a publicly-traded company”.

2. (a) Except as amended by this Amendment, the Employment Agreement shall remain in full force and effect.

(b) Capitalized terms used but not defined in this Amendment have the respective meanings ascribed thereto in the Employment Agreement.

(c) The Amendment shall terminate automatically and without further action upon termination of the Merger Agreement, with the effect of no amendment having been made to the Employment Agreement.

IN WITNESS WHEREOF, the Parties have executed this Amendment on the dates below:

THE MEET GROUP, INC.		JAMES BUGDEN
By:	/s/ Frederic Beckley	/s/ James Bugden
Title:	General Counsel & EVP Business Affairs

[Signature Page to First Amendment to Amended and Restated Employment Agreement]