10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June  30, 2015

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to              

Commission file number 001-35699

PLANET PAYMENT, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	13-4084693
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

670 Long Beach Boulevard Long Beach, New York	11561
(Address of Principal Executive Offices)	(Zip Code)

(516) 670-3200

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☐	Accelerated Filer ☒
Non-Accelerated Filer ☐	Smaller Reporting Company ☐
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ☐ Yes ☒  No

As of July 31, 2015,there were 52,548,508 shares of the registrant’s common stock outstanding.

Planet Payment, Inc.

Report on Form 10-Q

For the Quarterly Period Ended June  30, 2015

Table of Contents

		Page
Part I.	Financial Information	3
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of June  30, 2015 (unaudited) and December 31, 2014	3
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 and 2014 (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 2014 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30
Part II.	Other Information	30
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3.	Defaults Upon Senior Securities	52
Item 4.	Mine Safety Disclosures	52
Item 5.	Other Information	52
Item 6.	Exhibits	53
Signatures		54

Planet Payment®, iPAY® and Pay in Your Currency®, as well as our logo, are registered trademarks of Planet Payment and Shop in Your Currency ™ is an additional trademark of Planet Payment. All other service marks, trademarks and trade names appearing in this report are the property of their respective owners.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Planet Payment, Inc.

Condensed Consolidated Balance Sheets

	As of June 30,		As of December 31,
	2015		2014
		(Unaudited)
Current assets:
Cash and cash equivalents	$	13,531,160	$	9,837,791
Restricted cash		4,280,412		4,167,560
Accounts receivable, net of allowances of $0.1 million as of June 30, 2015 and December 31, 2014, respectively		5,847,020		6,948,595
Prepaid expenses and other assets		1,666,586		1,136,821
Total current assets		25,325,178		22,090,767
Other assets:
Restricted cash		552,187		432,094
Property and equipment, net		2,061,489		2,139,747
Software development costs, net		4,409,050		4,612,457
Intangible assets, net		1,659,934		2,046,700
Goodwill		291,823		319,671
Security deposits and other assets		4,231,071		2,289,858
Total other assets		13,205,554		11,840,527
Total assets	$	38,530,732	$	33,931,294
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	378,145	$	512,057
Accrued expenses		4,712,290		2,918,645
Due to merchants		4,460,634		4,352,199
Current portion of capital leases		364,800		458,812
Total current liabilities		9,915,869		8,241,713
Long-term liabilities:
Long-term portion of capital leases and deferred revenue		2,270,985		1,560,310
Total long-term liabilities		2,270,985		1,560,310
Total liabilities		12,186,854		9,802,023
Commitments and contingencies (Note 8)
Stockholders’ equity:
Convertible preferred stock—10,000,000 shares authorized as of June 30, 2015 and December 31, 2014, $0.01 par value: Series A—2,243,750issued and outstanding as of June 30, 2015 and December 31, 2014; $8,975,000 aggregate liquidation preference		22,438		22,438
Common stock—250,000,000 shares authorized as of June 30, 2015 and December 31, 2014, $0.01 par value, and 55,174,561 issued and 53,779,920 shares issued and outstanding as of June 30, 2015, and 55,680,999 issued and 55,177,899 shares issued and outstanding as of December 31, 2014		551,746		556,810
Treasury stock, at cost, 1,394,641 shares and 503,100 shares as of June 30, 2015 and December 31, 2014, respectively		(2,469,814)		(822,603)
Additional paid-in capital		103,754,000		103,277,253
Accumulated other comprehensive loss		(370,593)		(173,774)
Accumulated deficit		(75,143,899)		(78,730,853)
Total stockholders’ equity		26,343,878		24,129,271
Total liabilities and stockholders’ equity	$	38,530,732	$	33,931,294

The accompanying notes are an integral part of these financial statements

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Planet Payment, Inc.

Condensed Consolidated Statements of Operations (unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Revenue:
Net revenue	$	12,683,359	$	11,884,605	$	24,816,129	$	23,059,722
Operating expenses:
Cost of revenue:
Payment processing service fees		2,590,885		2,374,857		5,179,089		4,893,678
Processing and service costs		3,385,658		3,245,321		6,623,598		6,959,914
Total cost of revenue		5,976,543		5,620,178		11,802,687		11,853,592
Selling, general and administrative expenses		4,712,704		4,502,977		9,183,104		9,584,770
Restructuring charges		—		53,752		—		682,967
Total operating expenses		10,689,247		10,176,907		20,985,791		22,121,329
Income from operations		1,994,112		1,707,698		3,830,338		938,393
Other (expense) income:
Interest expense		(13,830)		(15,816)		(28,443)		(31,986)
Interest income		365		288		791		463
Other income		—		16,949		—		16,949
Total other (expense) income, net		(13,465)		1,421		(27,652)		(14,574)
Income from operations before provision for income taxes		1,980,647		1,709,119		3,802,686		923,819
Provision for income taxes		(105,319)		(199,705)		(215,732)		(193,695)
Net income	$	1,875,328	$	1,509,414	$	3,586,954	$	730,124
Basic net income per share applicable to common stockholders	$	0.03	$	0.02	$	0.06	$	0.01
Diluted net income per share applicable to common stockholders	$	0.03	$	0.02	$	0.06	$	0.01
Weighted average common stock outstanding (basic)		53,082,296		53,802,936		53,439,467		53,621,071
Weighted average common stock outstanding (diluted)		53,830,534		54,767,440		54,090,469		55,288,195

The accompanying notes are an integral part of these financial statements

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Planet Payment, Inc.

Condensed Consolidated Statements of Comprehensive Income (unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Net income	$	1,875,328	$	1,509,414	$	3,586,954	$	730,124
Foreign currency translation adjustment		60,612		(57)		(196,819)		(12,970)
Total comprehensive income	$	1,935,940	$	1,509,357	$	3,390,135	$	717,154

The accompanying notes are an integral part of these financial statements

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Planet Payment, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)

	Six Months Ended June 30,
	2015		2014
Cash flows from operating activities:
Net income	$	3,586,954	$	730,124
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense		461,590		585,793
Depreciation and amortization expense		1,439,778		1,477,297
(Recovery) provision for doubtful accounts		(193)		3,248
Gain on insurance settlement		(517,930)		—
Changes in operating assets and liabilities:
(Increase) decrease in settlement assets		(244,451)		1,291,208
Decrease in accounts receivables, prepaid expenses and other current assets		1,529,933		3,881
Increase in security deposits and other assets		(181,213)		(203,770)
Increase (decrease) in accounts payable and accrued expenses		239,331		(1,289,370)
Increase (decrease) in due to merchants		240,034		(1,345,015)
Other		(53,259)		6,611
Net cash provided by operating activities		6,500,574		1,260,007
Cash flows from investing activities:
Decrease (increase) in restricted cash		11,506		(2,233,940)
(Decrease) increase in merchant reserves		(131,599)		2,113,823
Purchase of property and equipment		(168,282)		(87,681)
Capitalized software development		(593,946)		(718,593)
Purchase of intangible assets		(13,454)		(81,453)
Net cash used in investing activities		(895,775)		(1,007,844)
Cash flows from financing activities:
Proceeds from issuance of common stock		22,949		782,598
Purchase of treasury stock		(1,647,211)		—
Principal payments on capital lease obligations		(287,168)		(270,652)
Net cash (used in) provided by financing activities		(1,911,430)		511,946
Effect of exchange rate changes on cash and cash equivalents(*)		—		—
Net increase in cash and cash equivalents		3,693,369		764,109
Beginning of period		9,837,791		6,572,468
End of period	$	13,531,160	$	7,336,577
Supplemental disclosure:
Cash paid for:
Interest	$	30,785	$	32,552
Income taxes		395,294		396,692
Non cash investing and financing activities:
Assets acquired under capital leases		79,291		287,275
Accrued capitalized hardware, software and fixed assets		12,071		88,992
Capitalized stock-based compensation		20,015		21,560

(*)For the six months ended June 30, 2015 and 2014, the effect of exchange rate changes on cash and cash equivalents was inconsequential.

The accompanying notes are an integral part of these financial statements

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Planet Payment, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

1. Business description and basis of presentation

Business description

Planet Payment, Inc. together with its wholly owned subsidiaries (“Planet Payment,” the “Company,” “we,” or “our”) is a provider of international payment and transaction processing and multi-currency processing services. The Company provides its services to approximately 103,000 active merchant locations in 23  countries and territories across the Asia Pacific region, the Americas, the Middle East, Africa and Europe, primarily through its acquiring bank and processor customers, as well as through its own direct sales force. The Company provides banks and their merchants with innovative services to accept, process and reconcile electronic payments. The Company’s point-of-sale and e-commerce services are integrated within the payment card transaction process, enabling its acquiring customers to process and reconcile payment transactions in multiple currencies, geographies and channels. The Company’s ATM services provide its domestic and international acquirers with additional processing capabilities to help them increase revenue and improve customer satisfaction.  The Company also offers non-financial transaction processing services that allow merchants to offer a range of commercial services including pre-paid mobile phone top-up and bill payments using the same point-of-sale devices deployed to accept payment cards. The Company is a registered third party processor with the major card associations and operates in accordance with industry standards, including the Payment Card Industry, or PCI, Security Council’s Data Security Standards.

Basis of presentation

The unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying unaudited condensed consolidated interim financial statements include the accounts of Planet Payment, Inc. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated.

Unaudited condensed consolidated interim financial information

The accompanying unaudited condensed consolidated interim financial statements as of June  30,  2015 and for the periods ended June  30, 2015 and 2014 have been prepared on the same basis as the annual consolidated financial statements. In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, which are normal and recurring, necessary for a fair presentation of the statement of operations, financial position and cash flows. The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Operating results for the interim period ended June  30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.  The December 31, 2014 balance sheet information has been derived from the audited financial statements at that date. Certain information and disclosures normally included in annual consolidated financial statements have been omitted pursuant to the rules and regulation of the Securities and Exchange Commission (“SEC”).

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2. Recent accounting pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance.  The new guidance includes a cohesive set of disclosure requirements intended to provide users of financial statements with comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from a company’s contracts with customers.  The original effective date of ASU 2014-09 of January 1, 2017 has been delayed until January 1, 2018.  Early adoption is not permitted before the original effective date.  The standard allows for either retrospective application to each reporting period presented or retrospective application with the cumulative effect of initially applying this update recognized at the date of initial application.  The Company is currently evaluating the effect ASU 2014-09 will have on the Company’s Consolidated Financial Statements and disclosures.

In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update  No. 2015-03, Interest-Imputation of InterestSimplifying the Presentation of Debt Issuance Costs (Topic 835) (“ASU No. 2015-03”).  The purpose of this update is to simplify presentation of debt issuance costs.  The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments in this update is permitted for financial statements that have not been previously issued. The Company is currently evaluating the effect ASU 2015-03 will have on the Company’s Consolidated Financial Statements and disclosure.

3. Concentration of credit risk

The Company’s assets that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash and receivables from clients. The Company places some of its cash, cash equivalents, and restricted cash with financial banking institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company also maintains cash balances at foreign banking institutions, which are not insured by the FDIC.

The Company maintains an allowance for uncollectible accounts receivable based on expected collectability and performs ongoing credit evaluations of customers’ financial condition.

The Company’s accounts receivable concentrations of 10% and greater are as follows:

	As of		As of
	June 30,		December 31,
	2015		2014
Customer A	20	%	28	%
Customer B	14		13
Customer C	14		17

The Company’s revenue concentrations of 10% and greater are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Customer A	19	%	21	%	20	%	21	%
Customer C	*		10		10		11

* Less than 10% revenue concentration.

a

4.  Net income per share

The Company computes net income per share in accordance with ASC 260, Earnings per Share (“ASC topic 260”). Under ASC topic 260, securities that contain rights to receive non-forfeitable dividends (whether paid or unpaid) are

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participating securities and should be included in the two-class method of computing earnings per share. The Company’s preferred stockholders are entitled to participate in dividends and earnings when, and if, dividends are declared on the common stock. As such, the Company calculates net income per share using the two-class method. The two-class method is an earnings formula that treats a participating security as having rights to dividends that otherwise would have been available to common and preferred stockholders based on their respective rights to receive dividends. Losses are not allocated to the preferred stockholders for computing net loss per share under the two-class method because the preferred stockholders do not have contractual obligations to share in the losses of the Company.

Basic earnings per share is calculated by dividing net income, adjusted for amounts allocated to participating securities under the two-class method, if applicable, by the weighted average number of common stock outstanding during the period.

Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of the Company’s common stock outstanding, assuming dilution, during the period. The diluted earnings per share calculation assumes (i) all stock options and warrants which are in the money are exercised at the beginning of the period and (ii) each issue or series of issues of potential common stock are considered in sequence from the most dilutive to the least dilutive. That is, dilutive potential common stock with the lowest “earnings add-back per incremental share” shall be included in dilutive earnings per share before those shares with higher earnings add back per incremental share.

The following table sets forth the computation of basic and diluted net income per share:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Numerator:
Net income	$	1,875,328	$	1,509,414	$	3,586,954	$	730,124
Amounts allocated to participating preferred stockholders under the two-class method		(214,905)		(170,325)		(411,051)		(82,389)
Net income applicable to common stockholders (basic and dilutive)	$	1,660,423	$	1,339,089	$	3,175,903	$	647,735
Denominator:
Weighted average common stock outstanding (basic)		53,082,296		53,802,936		53,439,467		53,621,071
Common equivalent shares from options and warrants to purchase common stock		748,238		964,504		651,002		1,667,124
Weighted average common stock outstanding (diluted)(1)		53,830,534		54,767,440		54,090,469		55,288,195
Basic net income per share applicable to common stockholders	$	0.03	$	0.02	$	0.06	$	0.01
Diluted net income per share applicable to common stockholders(1)	$	0.03	$	0.02	$	0.06	$	0.01

(1) In accordance with ASC 260-10-45-48 for the three and six months ended June  30, 2015 and 2014, the Company has excluded 718,407 and 1,236,119, respectively, of contingently issued restricted shares from diluted weighted average common stock outstanding as the contingencies (a) were not satisfied at the reporting date nor (b) would have been satisfied if the reporting date was at the end of the contingency period.

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The following table sets forth the weighted average securities outstanding that have been excluded from the diluted net income per share calculation because the effect would have been anti-dilutive:

	Three Months Ended June 30,		Six Months Ended June 30,
	2015	2014	2015	2014
Stock options	4,762,323	3,737,421	5,979,516	2,375,051
Restricted stock awards	60,000	—	60,000	—
Warrants	—	—	—	45,117
Convertible preferred stock(1)	6,851,144	6,851,144	6,851,144	6,851,144
Total anti-dilutive securities	11,673,467	10,588,565	12,890,660	9,271,312

(1) Diluted net income per share increases when convertible preferred stock is included in the required sequence in the diluted earnings per share computation. As such, convertible preferred stock is excluded from the computation of diluted earnings per share for the three and six months ended June  30, 2015 and 2014.

5. Stock-based compensation expense and assumptions

During the first and second quarters of 2015, stock options granted to certain employees of the Company were 0.2 million and 0.1 million, respectively, with a grant fair value of $0.2 million and $0.1 million, respectively. The actual number of shares that will be issued upon exercise of the options is subject to the achievement of service-based vesting conditions.  Stock-based compensation expense is recorded on a straight line basis from the date of the grant over the requisite service period of 36 months.

During the firstquarter of 2015, 0.1 million restricted stock awards with a grant fair value of $0.1 million were granted to an employee of the Company.  The final number of vested shares is subject to service-based vesting conditions.  Expense is recorded on a straight line basis from the date of the grant over the applicable service period of 36 months.

Stock-based compensation expense is measured at the grant date based on fair value and recognized as an expense over the requisite service period, net of an estimated forfeiture rate.

The following summarizes stock-based compensation expense recognized by income statement classification:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Processing and service costs	$	50,084	$	62,400	$	100,581	$	126,310
Selling, general and administrative expenses		178,044		212,269		361,009		424,350
Restructuring charges		—		—		—		35,133
Total stock-based compensation expense	$	228,128	$	274,669	$	461,590	$	585,793

The following summarizes stock-based compensation expense recognized by type:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock options	$	124,433	$	202,809	$	255,705	$	420,392
Restricted stock awards		103,695		71,860		205,885		165,401
Total stock-based compensation expense	$	228,128	$	274,669	$	461,590	$	585,793

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6. Property and equipment

Property and equipment, net consist of the following:

	Estimated			As of		As of
	useful life			June 30,		December 31,
	(in years)			2015		2014
Equipment	2	-	7	$	962,432	$	945,116
Computer hardware	3	-	5		3,184,279		2,963,629
Furniture and fixtures	5	-	7		193,754		194,399
Leasehold improvements	3	-	10		755,948		749,275
Total property and equipment, gross					5,096,413		4,852,419
Less: Accumulated depreciation and amortization					(3,034,924)		(2,712,672)
Property and equipment, net				$	2,061,489	$	2,139,747

Property and equipment depreciation and amortization expense is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Depreciation and amortization expense	$	153,243	$	139,768	$	324,472	$	296,191

7. Goodwill and intangible assets

The change in carrying amount of goodwill for the six months ended June 30, 2015 is as follows:

Goodwill, gross, as of December 31, 2014	$	319,671
Impact of change in Euro exchange rate		(27,848)
Accumulated impairment losses as of June 30, 2015		—
Goodwill, net, as of June 30, 2015	$	291,823

The entire goodwill balance is assigned to the payment processing services segment as this is the reporting unit expected to benefit from the synergies of the combination.

Intangible assets are recorded at estimated fair value and are amortized ratably over their estimated useful lives to processing and service costs, which are included in cost of revenue.

The gross book value, accumulated amortization and amortization periods of intangible assets are as follows:

	As of June 30, 2015						As of December 31, 2014						Amortization
	Gross book		Accumulated		Net book		Gross book		Accumulated		Net book		period
	value		amortization		value		value		amortization		value		(in years)
Trademarks and patents	$	1,168,369	$	(429,575)	$	738,794	$	1,158,572	$	(387,134)	$	771,438	15	-	21
Technology		2,430,243		(1,509,103)		921,140		2,662,164		(1,386,902)		1,275,262	5
Intangible assets, net	$	3,598,612	$	(1,938,678)	$	1,659,934	$	3,820,736	$	(1,774,036)	$	2,046,700

Amortization expense related to intangible assets is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Amortization expense	$	142,789	$	168,164	$	287,789	$	339,455

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8. Commitments and contingencies

Employment agreements

Pursuant to employment agreements with certain employees, the Company had a commitment to pay severance of approximately $0.8 million as of June 30, 2015 and December 31, 2014, in the event of termination without cause, as defined in the employment agreements. Additionally, in the event of termination upon a change of control, as defined in the agreements, the Company had a commitment to pay severance of approximately $1.0 million as of June 30, 2015 and December 31, 2014.

Contingent liabilities

In instances where the Company is acting as the merchant acquirer, the Company bears a risk that a merchant may engage in fraud by submitting for payment certain credit card transactions that may have been manipulated, are fictitious, or are otherwise not bona fide. Similarly, the Company bears the risk that a merchant becomes insolvent, owing money to cardholders. To the extent that such fraud or insolvency occurs in circumstances where the Company is liable to make good on any resultant losses, this could affect the Company’s operating results and cash flows. The Company has required certain merchants to post cash reserves of approximately $0.9 million with the sponsoring bank against such liabilities and has itself paid the acquirer a reserve of $0.3 million in connection therewith, which is included in long-term “Restricted cash” on the condensed consolidated balance sheets. In addition, the Company holds merchant reserves of approximately $2.2 million. This reserve amount is included in “Restricted cash” with an offset in “Due to merchants”. Under FASB ASC 460, Guarantees, the Company evaluates its ultimate risk and records an estimate of potential loss for chargeback’s related to merchant fraud and processing errors based upon an assessment of actual historical fraud rates and errors in processing compared to recent bank card processing volume levels. No contingent liability has been recorded as of June 30, 2015 and December 31, 2014, as the risk of material loss is considered remote. The Company monitors these contingent liabilities on a quarterly basis and will provide for a reserve if deemed necessary.

Outstanding litigation

From time to time, the Company’s operating entities are involved in legal proceeding in the ordinary course of business. While any litigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition or results of operations of the Company.

Acquiring bank sponsorship agreement

In order to offer merchant acquiring services for Visa and MasterCard transactions, the Company must be sponsored by a financial institution that is a principal member of the Visa and MasterCard networks.

The Company entered into a five-year agreement with a sponsoring bank effective September 1, 2013. The Company is required to pay minimum annual sponsorship transaction fees of $0.3 million in year one.  The minimum fees escalates each subsequent year with minimum fees of $0.5 million due in year five for total minimum fees of $1.8 million to be paid over the term of the agreement.  Sponsorship fees are recorded to cost of sales with the total agreement minimum of $1.8 million recognized on a straight line basis over the term of the agreement.

Pursuant to the agreement, the Company is liable for all losses incurred by the sponsoring bank with respect to the activities of our merchants sponsored under the agreement.  No contingent liability has been recorded as of June 30, 2015 as the risk of material loss is considered remote based on historical information.  The Company monitors this contingent liability on a quarterly basis and will provide for a reserve if deemed necessary.

Insurance reimbursement

Based on the loss recovery model the Company recorded an insurance reimbursement gain of $0.5 million in selling, general and administrative expenses during the six months ended June 2015.  The insurance reimbursement was related to a previous property and casualty loss recognized by the Company.

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9. Credit Facility

On June 10, 2015, the Company entered into a $10.0 million secured revolving credit facility (the “Credit Facility”) with Citizens Bank, N.A. (“Citizens”) pursuant to a Credit and Security Agreement by and among the Company, certain affiliates thereof as borrowers or guarantors, and Citizens (the “Credit Agreement”).  The line of credit under the Credit Agreement is secured by substantially all of the Company’s personal property, including the Company’s intellectual property and that of its subsidiaries that are borrowers or guarantors.  The interest rate applicable to committed borrowings is tied to LIBOR plus a margin of 2.5%.  The Credit Agreement also provides for a letter of credit sub-facility of up to $2.0 million. The Credit Agreement contains customary affirmative and negative covenants, including, among others, financial covenants based on the Company’s leverage and fixed charge coverage ratios, as well as an obligation to maintain a minimum availability requirement of at least $5.0 million in the aggregate of cash and availability under the line of credit.  The Credit Facility will provide funds for general corporate purposes and repurchases of issued and outstanding capital stock of the Company.  The Credit Facility matures on June 10, 2020 and is payable in full upon maturity.  As of June 30, 2015, the Company was in compliance with all financial covenants contained in the Credit Agreement and no amounts were outstanding.

10. Related party transactions

The Company incurred the following amounts to companies that are principally owned by executives, directors or stockholders of the Company:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Rent	$	—	$	125,999	$	90,887	$	251,093
Consulting and professional fees		—		2,815		1,929		3,426

Rent was paid to BDP Realty Associates LLC, a company in which our former Chief Executive Officer and Chairman of the Board of Directors, Philip Beck has a one-third (1/3rd) interest. Furthermore, consulting and professional fees were paid to a professional services company where a family member of Philip Beck has  a substantial interest. Mr. Beck does not have any direct financial interest in such company.

In February 2015, Philip Beck ceased to serve as the Company’s Director and Chairman of the Board.  The Company’s related party expense for 2015 is for the two months Philip Beck was Chairman of the Board of Directors.

11. Accrued expenses

The following are the components of accrued expenses:

	As of		As of
	June 30,		December 31,
	2015		2014
Deferred revenue(*)	$	863,479	$	800,650
Deferred incentive(**)		1,200,000		—
Other(***)		2,648,811		2,117,995
Total accrued expenses	$	4,712,290	$	2,918,645

(*)Current deferred revenue will be recognized as revenue ratably over the next 12 months.  As of June  30, 2015, included in the balance sheet classification “Long-term portion of capital leases and deferred revenue” is the non-current portion of deferred revenue in the amount of $0.8 million. The non-current deferred revenue balance as of December 31, 2014 is approximately $1.0 million.

(**)As of June 30, 2015, the Company recorded a $1.2 million short term incentive in relation to future obligations under a  contract.

(***)No amounts included in “Other” exceed 10% of total current liabilities.

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12. Segment information

General information

The segment and geographic information provided in the table below is being reported consistent with the Company’s method of internal reporting. Operating segments are defined as components of an enterprise for which separate financial information is available and which is evaluated regularly by the chief operating decision maker(“CODM”) in deciding how to allocate resources and in assessing performance. The CODM reviews net revenue and gross profit by service by geographical region. The Company operates in two reportable segments:multi-currency processing services and payment processing services.

Information about revenue, profit and assets

The CODM evaluates performance and allocates resources based on net revenue and gross profit of each segment. For purposes of analyzing segments, gross profit of the multi-currency processing services segment is equal to net revenue less multi-currency cost of sales of$0.7 million and$0.5million, which is included in “processing and services costs” for the three months ended June 30, 2015 and 2014, respectively, and $1.3 million and $1.1 million for the six months ended June  30, 2015 and 2014, respectively. The gross profit for the payment processing services segment includes net revenue of the segment less the cost of revenue component “payment processing services fees”, which includes interchange and card network fees and assessments. Net revenue and gross profit by geographical region is based upon where the transaction originated. Lastly, the Company does not evaluate performance or allocate resources using segment asset data. Long-lived assets are primarily located in the Americas and Europe and as of June  30, 2015 and December 31, 2014, long-lived asset amounts are $8.4 million and $9.1 million, respectively.

The Company conducts its business primarily in three geographical regions: Asia Pacific (“APAC”), the Americas, and Central Europe, Middle East and Africa (“CEMEA”). The following table provides revenue concentration by geographic region. Analysis of revenue by segment and geographical region and reconciliations to consolidated revenue and gross profit are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Net Revenue:
APAC	$	4,226,769	$	4,102,146	$	8,263,045	$	7,988,153
Americas		1,750,920		2,079,643		3,244,050		3,290,449
CEMEA		2,084,000		1,943,757		4,236,359		4,285,379
Total multi-currency processing services revenue		8,061,689		8,125,546		15,743,454		15,563,981
Payment processing services revenue		4,621,670		3,759,059		9,072,675		7,495,741
Net revenue	$	12,683,359	$	11,884,605	$	24,816,129	$	23,059,722
Gross Profit:
APAC	$	4,187,113	$	4,079,966	$	8,193,825	$	7,938,105
Americas		1,641,963		2,043,352		3,038,241		3,222,055
CEMEA		1,545,619		1,486,429		3,211,623		3,290,173
Total multi-currency processing services gross profit		7,374,695		7,609,747		14,443,689		14,450,333
Payment processing services gross profit		2,030,784		1,384,202		3,893,585		2,602,063
Total gross profit	$	9,405,479	$	8,993,949	$	18,337,274	$	17,052,396

Payment processing services revenue and gross profit are the result of transactions that primarily originated in the Americas. For the three months ended June  30, 2015, Customer B and Customer H had revenue concentration of 14%and 24%,  respectively, and for the six months ended June 30, 2015, Customer B and Customer H had revenue concentration of 15% and 22%,  respectively.  No individual customer of the payment processing segment was greater than 10% of segment revenue for the three and six months ended June  30, 2014.

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Concentration of revenue by customer by geographical region:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Multi-currency processing services revenue:
APAC:
Customer A	57	%	60	%	59	%	62	%
Americas:
Customer D	16		16		15		18
Customer E	19		19		19		21
Customer F	*		30		12		19
CEMEA:
Customer C	55		60		59		61
Customer G	45		39		41		39

(*)Less than 10% revenue concentration.

13. Restructuring charges

In 2014, the Company initiated a realignment of its workforce aimed at achieving greater operational efficiencies. As a result of the realignment, the Company incurred total restructuring charges during the six months ended June 30, 2014 of approximately $0.7 million.

The table below sets forth the cash components and activity associated with the realignment of workforce and business for the six months ended June 30, 2015:

	Balance as of						Balance as of
	January 1, 2015		Charges		Cash Payment		June 30, 2015
Severance and benefits	$	195,773	$	—	$	186,471	$	9,302
Legal expenses and other		—		—		—		—
Total restructuring charges	$	195,773	$	—	$	186,471	$	9,302

14. Stock Repurchase Program

In October 2014, the Company announced that its Board of Directors authorized the repurchase of up to $6.0 million of the Company’s outstanding shares of common stock.  The shares may be purchased from time to time during a period ending on December 31, 2015.  The timing, price and quantity of purchases are at the discretion of the Company and the program may be discontinued or suspended at any time.  As of June 30, 2015, the Company repurchased approximately 1.4 million shares of common stock for an aggregate price of $2.5 million.  From July 1, 2015 to July 31, 2015, the Company repurchased approximately 1.2 million shares of common stock for an aggregate price of $2.7 million. Total amount of common stock repurchased under the program through July 31, 2015 was 2.6 million shares for an aggregate price of $5.2 million.

On August 4, 2015, the Company’s Board of Directors expanded its share repurchase authorization by an incremental $5.2 million, bringing its total current authorization to $6.0 million. Under the new authorization, the Company may repurchase shares in the open market or as otherwise may be determined by the company, subject to market conditions, business opportunities and other factors. The company has no obligation to repurchase shares under this program.  This authorization has no expiration date and may be suspended or terminated at any time.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains “forward-looking statements” that involve substantial risks and uncertainties. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, statements regarding our expectations, beliefs, intentions, strategies, future operations, future financial position, future revenue, projected expenses and plans and objectives of management. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “continue,” “objective,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These forward-looking statements reflect our current views about future events and involve known risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievement to be materially different from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in this Quarterly Report on Form 10-Q. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Business overview

We believe Planet Payment is a leading provider of international payment and transaction processing and multi-currency processing services. We provide our services to approximately 103,000 active merchant locations in 23 countries and territories across the Asia Pacific region, the Americas, the Middle East, Africa and Europe, primarily through our acquiring bank and processor customers, as well as through our own direct sales force. Our point-of-sale and e-commerce services help merchants sell more goods and services to consumers and, together with our ATM services, enable our acquiring customers to process and reconcile payment transactions in multiple currencies, geographies and channels.

To ensure our long-term success and the success of our customers:

· we invest in new services and in enhancing our processing platform to facilitate more convenient and innovative payment methods, mobile payments and e-commerce; as well as the processing of non-financial transactions such as mobile phone top-up.

· we continually work to improve the speed, efficiency, security and performance of our platform and our payments and transaction processing services to enhance the reliability of our global processing infrastructure and protect the security of cardholder information.

Key trends

Our financial results have been and we believe will continue to be impacted by trends in the international payment processing industry, including the global shift toward electronic-based methods of payments and away from paper-based methods of payment, the increasing levels of international travel and commerce and the rapid adoption of e-commerce on a global scale. Our results are impacted by the changes in levels of international spending using electronic methods, and as a result, negative trends in the global economy and other factors which negatively impact international travel may negatively impact the growth in total transaction volume processed using our platform. The global economy has been undergoing a period of economic uncertainty and stock markets are experiencing high levels of volatility, and it is difficult to predict how long this uncertainty and volatility will continue.

We plan to grow our business by increasing the use of our services by the merchants of our existing and future acquiring bank and processor customers. If we are successful in increasing our share of this currently addressable market, as well as by adding new acquiring bank and processor customers and expanding into new geographies and business sectors, we would expect our revenue to continue to grow. In addition, based on the positive trends in the international payment processing industry noted above, we anticipate that as and when more payments are made using electronic methods, such as those that we offer, our revenue would also increase.

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Key metrics

Our management relies on certain performance indicators to manage and assess our business. The key performance indicators set forth below help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess operational efficiencies. We believe that improvements in these metrics will result in improvements in our financial performance over time. We monitor our non-GAAP financial measures and other business statistics as a measure of operating performance in addition to net income and the other measures included in our consolidated financial statements.

The following is a table consisting of non-GAAP financial measures and certain other business statistics that management monitors:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
KEY METRICS:
Consolidated gross billings(1)	$	33,884,508		$	31,637,314		$	67,131,157		$	63,469,886
Total settled dollar volume processed(2)	$	2,406,133,032		$	1,660,041,299		$	4,433,031,467		$	3,360,421,147
Adjusted EBITDA (non-GAAP)(3)	$	2,936,845		$	2,784,052		$	5,731,706		$	3,666,266
Capitalized expenditures	$	341,520		$	466,674		$	807,768		$	998,279
Total active merchant locations (at period end)(4)		103,049			77,176			103,049			77,176
Total settled transactions processed(5)		41,612,210			27,012,624			86,328,135			51,367,356
Multi-currency processing services key metrics:
Active merchant locations (at period end)(4)		35,398			34,145			35,398			34,145
Settled transactions processed(6)		3,587,580			3,293,739			7,075,396			6,465,430
Gross foreign currency mark-up(7)	$	29,262,838		$	27,878,255		$	58,058,482		$	55,974,145
Settled dollar volume processed(8)	$	654,266,953		$	660,128,540		$	1,319,372,365		$	1,340,698,984
Average net mark-up percentage on settled dollar volume processed(9)		1.20	%		1.14	%		1.16	%		1.12	%
Payment processing services key metrics:
Active merchant locations (at period end)(4)		68,763			44,348			68,763			44,348
Payment processing services revenue(10)	$	4,621,670		$	3,759,059		$	9,072,675		$	7,495,741
Settled transactions processed(11)		38,024,630			23,718,885			79,252,739			44,901,926
Settled dollar volume processed(12)	$	1,751,866,079		$	999,912,759		$	3,113,659,102		$	2,019,722,163

(1) Represents gross foreign currency mark-up (see footnote 7) plus payment processing services revenue (see footnote 10).

(2) Represents total settled dollar volume processed through both our multi-currency and payment processing services. For the three and six months ended June 30, 2014 total settled dollar volume processed was updated from the amounts originally reported of $2,104,436,930 and $4,099,711,638, respectively.

(3) We define Adjusted EBITDA as GAAP net income adjusted to exclude (1) interest expense, (2) interest income, (3) provision for income taxes, (4) depreciation and amortization, (5) stock-based compensation expense and (6) certain other items management believes affect the comparability of operating results. Please see “—Adjusted EBITDA” below for more information and for a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP.

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(4) We consider a merchant location to be active as of a date if the merchant completed at least one revenue-generating transaction at the location during the 90-day period ending on such date.  For the three and six months ended June 30, 2014, total active merchant locations was updated from the amount originally reported of 79,811.  In addition, for the three and six months ended June 30, 2014, multi-currency processing and payment processing services active merchant locations were updated from the amounts originally reported of 34,720 and 45,113, respectively.  The total number of active merchant locations exceeds the total number of merchants, as merchants may have multiple locations. As of June 30, 2015 and 2014, there were 1,112 and 1,317 active merchant locations, respectively, included in both multi-currency and payment processing active merchant locations but are not included in total active merchant locations, in order to eliminate counting these locations twice.  For the three and six months ended June 30, 2014, active merchant locations included in both multi-currency and payment processing was updated from the amount originally reported of 22.

(5) Represents total settled transactions (excluding other transaction types such as authorizations and rate look-ups).  For the three and six months ended June 30, 2014 total settled transactions processed was updated from the amounts originally reported of 26,339,466 and 50,330,376, respectively.  Furthermore, for the three months ended March 31, 2015, total settled transactions processed was updated from the amount originally reported of 45,350,822.

(6) Represents settled transactions processed using our multi-currency processing services (excluding other transaction types such as authorizations and rate look-ups).

(7) Represents the gross foreign currency mark-up amount on settled dollar volume processed using our multi-currency processing services. Gross foreign currency mark-up represents multi-currency processing services net revenue plus amounts paid to acquiring banks and their merchants associated with such multi-currency processing transactions. Management believes this metric is relevant because it provides the reader an indication of the gross mark-up derived from multi-currency transactions processed through our platform during a given period.  Refer to the segment disclosure in Note 12 of our condensed consolidated financial statements for information on our net revenue from multi-currency processing services.

(8) Represents the total settled dollar volume processed using our multi-currency processing services.  For the three months ended March 31, 2015, total settled dollar volume processed was updated from the amount originally reported of $660,276,149.

(9) Represents the average net foreign currency mark-up percentage earned on settled dollar volume processed using our multi-currency processing services. The average net mark-up percentage on settled dollar volume processed is calculated by taking total multi-currency processing services net revenue ($7.9 million and $7.5 million for the three months ended June 30, 2015 and 2014, respectively, and $15.3 million and $15.0 million for the six months ended June 30, 2015 and 2014, respectively) and dividing by settled dollar volume processed (see footnote 8 above).  For purposes of calculating “Average net mark-up percentage on settled dollar volume processed”, multi-currency processing services revenue includes revenue related to multi-currency transactions only.

(10) Represents revenue earned and reported on payment processing services.

(11) Represents settled transactions processed using our payment processing services (excluding other transaction types such as authorizations and rate look-ups). For the three and six months ended June 30, 2014 settled transactions processed using our payment processing services was updated from the originally reported amounts of 23,045,727 and 43,864,946, respectively.  Furthermore, for the three months ended March 31, 2015, settled transactions processed using our payment processing services was updated from the originally reported amount of 41,863,006.

(12) Represents the total settled dollar volume processed using our payment processing services. For the three and six months ended June 30, 2014 total settled dollar volume processed using our payment processing services was updated from the originally reported amounts of $1,444,308,390 and $2,759,012,654, respectively. Furthermore, for the three months ended March 31, 2015 total settled dollar volume processed using our payment processing services was updated from the originally reported amount of $1,414,414,701.

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Adjusted EBITDA

This discussion includes information about Adjusted EBITDA that is not prepared in accordance with GAAP. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similar measures presented by other companies. A reconciliation of this non-GAAP measure is included below.

Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net income (loss) adjusted to exclude (1) interest expense, (2) interest income, (3) provision (benefit) for income taxes, (4) depreciation and amortization, (5) stock-based compensation expense and (6) certain other items management believes affect the comparability of operating results.

Management believes that Adjusted EBITDA, when viewed with our results under GAAP and the accompanying reconciliations, provides useful information about our period-over-period results. Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of our fundamental business activities and is also frequently used by securities analysts, investors and other interested parties in the evaluation of comparable companies. We also rely on Adjusted EBITDA as a primary measure to review and assess the operating performance of our company and our management team in connection with our executive compensation.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for, analysis of our results as reported under GAAP. Some of these limitations are:

· Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

· Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

· although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;

· non-cash compensation is and will remain a key element of our long-term incentive compensation for our employees, although we exclude it from Adjusted EBITDA when evaluating our ongoing performance for a particular period; and

· Adjusted EBITDA does not include the impact of certain charges or gains resulting from matters we consider not to be indicative of our ongoing operations.

Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as a supplement to our GAAP results.

The following table sets forth the reconciliation of Adjusted EBITDA to net income, our most directly comparable financial measure in accordance with GAAP:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
ADJUSTED EBITDA:
Net income	$	1,875,328	$	1,509,414	$	3,586,954	$	730,124
Interest expense		13,830		15,816		28,443		31,986
Interest income		(365)		(288)		(791)		(463)
Provision for income taxes		105,319		199,705		215,732		193,695
Depreciation and amortization		714,605		730,984		1,439,778		1,477,297
Stock-based compensation expense		228,128		274,669		461,590		550,660
Restructuring charges		—		53,752		—		682,967
Adjusted EBITDA (non-GAAP)	$	2,936,845	$	2,784,052	$	5,731,706	$	3,666,266

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Components of operating results

Sources of revenue

We derive our revenue principally through transaction fees earned under fixed contractual arrangements with customers who use our international payment and multi-currency processing services. We operate the business in two reportable segments:

· Multi-currency processing services revenue.  Revenue derived from foreign currency transaction fees earned on processing and converting a credit or debit card transaction from one currency into another currency. Foreign currency transaction fees earned under our agreements with our multi-currency processing services customers have traditionally been based on a fixed percentage applied to the net foreign currency margin earned, after deducting any merchant revenue and other contractual costs.  Also included are fees for non-transactional services.

· Payment processing services revenue.  Revenue derived from transaction fees earned on processing services provided in facilitating the sale of goods and services by means of credit and debit cards and other electronic payments, the processing of certain non-financial transactions and professional services fees related to the payment processing business.

Geographic and customer concentration

We conduct our business primarily in three geographical regions: Asia Pacific, or APAC, the Americas, and Central Europe, Middle East and Africa, or CEMEA. The following table provides multi-currency processing services revenue concentration by geographical region. Revenue by region is based upon where the transaction originated. We conduct our payment processing services primarily in North America.

Analysis of revenue by segment and geographical region:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Revenue:
APAC	$	4,226,769	$	4,102,146	$	8,263,045	$	7,988,153
The Americas		1,750,920		2,079,643		3,244,050		3,290,449
CEMEA		2,084,000		1,943,757		4,236,359		4,285,379
Total multi-currency processing services revenue		8,061,689		8,125,546		15,743,454		15,563,981
Payment processing services revenue		4,621,670		3,759,059		9,072,675		7,495,741
Net revenue	$	12,683,359	$	11,884,605	$	24,816,129	$	23,059,722

A significant portion of our revenue is derived from agreements with a limited number of customers. Specifically, for the three months ended June 30, 2015, subsidiaries of Global Payments, Inc. represented 19% of our revenue.  For the six months ended June 30, 2015, subsidiaries of Global Payments, Inc. represented 20% of our revenue and Network International, LLC represented 10% of our revenue.

Operating expenses

Cost of revenue.  Cost of revenue primarily consists of two categories: (1) payment processing services fees, which includes payment processing transactions fees such as sponsorship fees, interchange and card association fees and assessments; and (2) processing and service costs, which include certain expenses related to the multi-currency processing segment, expenses of running our platform infrastructure, including: internet connectivity, hosting and data storage expenses, amortization expense on acquired intangibles and capitalized software development costs, compensation and related benefits and a portion of general overhead expenses.

Selling, general and administrative expenses.  Selling, general and administrative expenses consist primarily of compensation and related benefits, facility costs, public company costs and professional service fees for our sales, marketing, customer service, administrative functions, and a portion of general overhead expenses.

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Based on the loss recovery model we recorded an insurance reimbursement gain of $0.5 million in selling, general and administrative expenses during the six months ended June 30, 2015. The insurance reimbursement was related to a previous property and casualty loss.

We allocate overhead such as occupancy, telecommunication charges and depreciation expense based on headcount, as we believe this to be the most accurate measure. As a result, a portion of general overhead expenses is reflected in both our cost of revenue and selling, general and administrative expenses.

Restructuring charges.  We recorded restructuring charges in connection with a realignment of our workforce.  These charges primarily include employee severance and benefits.

Other income (expense), net.  Other income (expense), net, primarily consists of non-operating income as well as interest expense related to our capital leases.

Critical accounting policies and estimates

The discussion and analysis of our financial condition and results of our operations is based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP.  GAAP requires us to make certain estimates and judgments that affect the reported amounts and the disclosure in our financial statements.  We base our estimates on historical experience, future trends and other assumptions we believe to be reasonable under the circumstances.  Because these accounting policies require significant judgment, our actual results may differ materially from our estimates.

Our critical accounting policies are those that we believe are both important to the portrayal of our financial condition and results of operations and that involve difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The estimates are based on historical experience and on various assumptions about the ultimate outcome of future events. Our actual results may differ from these estimates if unforeseen events occur or should the assumptions used in the estimation process differ from actual results. Management believes there have been no material changes to the critical accounting policies discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2014.

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Results of operations

The following tables set forth our condensed consolidated results of operations for the periods presented and as a percentage of our net revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.

	Three Months Ended June 30,								Six Months Ended June 30,
	2015				2014				2015				2014
			% of				% of				% of				% of
	$ amount		revenue		$ amount		revenue		$ amount		revenue		$ amount		revenue
Revenue:
APAC	$	4,226,769	33.4	%	$	4,102,146	34.5	%	$	8,263,045	33.3	%	$	7,988,153	34.6	%
Americas		1,750,920	13.8			2,079,643	17.5			3,244,050	13.1			3,290,449	14.3
CEMEA		2,084,000	16.4			1,943,757	16.4			4,236,359	17.1			4,285,379	18.6
Total multi-currency processing services revenue		8,061,689	63.6			8,125,546	68.4			15,743,454	63.5			15,563,981	67.5
Payment processing services revenue		4,621,670	36.4			3,759,059	31.6			9,072,675	36.5			7,495,741	32.5
Net revenue		12,683,359	100.0			11,884,605	100.0			24,816,129	100.0			23,059,722	100.0
Operating expenses:
Cost of revenue:
Payment processing services fees		2,590,885	20.4			2,374,857	20.0			5,179,089	20.9			4,893,678	21.2
Processing and service costs		3,385,658	26.7			3,245,321	27.3			6,623,598	26.7			6,959,914	30.2
Total cost of revenue		5,976,543	47.1			5,620,178	47.3			11,802,687	47.6			11,853,592	51.4
Selling, general and administrative expenses		4,712,704	37.2			4,502,977	37.9			9,183,104	37.0			9,584,770	41.6
Restructuring charges		—	0.0			53,752	0.5			—	—			682,967	3.0
Total operating expenses		10,689,247	84.3			10,176,907	85.7			20,985,791	84.6			22,121,329	96.0
Income from operations		1,994,112	15.7			1,707,698	14.3			3,830,338	15.4			938,393	4.0
Other (expense) income:
Interest expense		(13,830)	(0.1)			(15,816)	(0.1)			(28,443)	(0.1)			(31,986)	(0.1)
Interest income		365	0.0			288	—			791	0.0			463	—
Other income, net		—	0.0			16,949	0.1			—				16,949	0.1
Total other (expense) income, net		(13,465)	(0.1)			1,421	—			(27,652)	(0.1)			(14,574)	(0.1)
Income from operations before provision for income taxes		1,980,647	15.6			1,709,119	14.3			3,802,686	15.3			923,819	4.0
Provision for income taxes		(105,319)	(0.8)			(199,705)	(1.7)			(215,732)	(0.9)			(193,695)	(0.8)
Net income	$	1,875,328	14.8	%	$	1,509,414	12.6	%	$	3,586,954	14.4	%	$	730,124	3.2	%

Comparison of the three months ended June 30, 2015 and 2014

Revenue

	Three Months Ended June 30,				Variance
	2015		2014		Amount		Percent
APAC	$	4,226,769	$	4,102,146	$	124,623	3	%
Americas		1,750,920		2,079,643		(328,723)	(16)
CEMEA		2,084,000		1,943,757		140,243	7
Total multi-currency processing services revenue		8,061,689		8,125,546		(63,857)	(1)
Payment processing services revenue		4,621,670		3,759,059		862,611	23
Net revenue	$	12,683,359	$	11,884,605	$	798,754	7

Net revenue increased $0.8 million, or 7%, to $12.7 million for the three months ended June  30, 2015 from $11.9 million for the three months ended June  30, 2014.  These changes are described below.

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Multi-currency processing services revenue

APAC multi-currency processing services revenue.APAC multi-currency processing services revenue increased $0.1 million, or 3%, to $4.2 million for the three months ended June  30, 2015 from $4.1 million for the three months ended June  30, 2014. The increase in APAC multi-currency processing services revenue was driven by changes in the following key business metrics:

	Three Months Ended June 30,						Variance
	2015			2014			Amount			Percent
APAC multi-currency processing active merchant locations (at period end)		14,311			13,841	*		470		3	%
APAC multi-currency processing settled transactions processed		1,563,578			1,522,563			41,015		3
APAC multi-currency processing gross foreign currency mark-up	$	16,218,168		$	15,839,106		$	379,062		2
APAC multi-currency processing settled dollar volume processed	$	370,387,351		$	370,509,543		$	(122,192)		0
APAC average net mark-up % on settled dollar volume processed		1.14	%		1.11	%		0.03	%	3

The 3% increase inour average net mark-up percentage on settled dollar volume processed resulted in a $0.1 million increase to revenue. The increase in average net mark-up percentage on settled dollar volume processed was primarily due to customer and pricing mix.

(*) For the three months ended June 30, 2014, APAC multi-currency processing active merchant locations was updated from the amount originally reported of 12,865.

Americas multi-currency processing services revenue.Americas multi-currency processing services revenue decreased $0.3 million, or 16%, to $1.8 million for the three months ended June  30, 2015 from $2.1 million for the three months ended June  30, 2014.  The decrease in Americas multi-currency processing services revenue was driven by changes in the following key business metrics:

	Three Months Ended June 30,						Variance
	2015			2014			Amount			Percent
The Americas multi-currency processing active merchant locations (at period end)		9,674			12,555	*		(2,881)		(23)	%
The Americas multi-currency processing settled transactions processed		773,757			687,553			86,204		13
The Americas multi-currency processing gross foreign currency mark- up	$	3,672,809		$	3,819,111		$	(146,302)		(4)
The Americas multi-currency processing settled dollar volume processed	$	83,467,338		$	84,192,991		$	(725,653)		(1)
The Americas average net mark-up % on settled dollar volume processed		1.88	%**		1.78	%**		0.10	%	6

The 16% decrease in Americas multi-currency processing revenue is primarily due to a decrease in revenues earned on non-transactional services of $0.4 million.  This decrease was partially offset by a 6% increase in average net mark-up percentage on settled dollar volume processed, which resulted in a $0.1 million increase to revenue.  The primary reason for the increase in average net mark-up percentage on settled dollar volume processed is due to customer and product mix.

(*)For the three months ended June 30, 2014, The Americas multi-currency processing active merchant locations was updated from the amount originally reported of 11,663.

(**)For purposes of calculating “Average net mark-up percentage on settled dollar volume processed”, multi-currency processing services revenue includes revenue related to multi-currency transactions only.

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CEMEA multi-currency processing services revenue. CEMEA multi-currency processing services revenue increased $0.1 million, or 7%, to $2.1 million for the three months ended June  30, 2015 from $2.0 million for the three months ended June  30, 2014.  The increase in CEMEA multi-currency processing services revenue was driven by changes in the following key business metrics:

	Three Months Ended June 30,						Variance
	2015			2014			Amount			Percent
CEMEA multi-currency processing active merchant locations (at period end)		11,413			7,749	*		3,664		47	%
CEMEA multi-currency processing settled transactions processed		1,250,245			1,083,623			166,622		15
CEMEA multi-currency processing gross foreign currency mark-up	$	9,371,861		$	8,220,038		$	1,151,823		14
CEMEA multi-currency processing settled dollar volume processed	$	200,412,264		$	205,426,006		$	(5,013,742)		(2)
CEMEA average net mark-up % on settled dollar volume processed		1.04	%		0.95	%		0.09	%	9

The 9% increase in average net mark-up percentage on settled dollar volume processed resulted in a $0.1 million increase to revenue.  This increase is primarily a result of customer and pricing mix.

(*)For the three months ended June 30, 2014, CEMEA multi-currency processing active merchant locations was updated from the amount originally reported of 10,192.

Payment processing services revenue

Payment processing services revenue is primarily earned from transaction processing services for customers in the Americas.  Payment processing services revenue increased $0.9 million, or 23%, to $4.6 million for the three months ended June  30, 2015 from $3.7 million for the three months ended June  30, 2014.  The increase was primarily due to professional service fees along with transaction processing fees, arising from the roll-out of new payment processing customers.

Cost of revenue

	Three Months Ended June 30,				Variance
	2015		2014		Amount		Percent
Payment processing services fees	$	2,590,885	$	2,374,857	$	216,028	9	%
Processing and service costs		3,385,658		3,245,321		140,337	4
Total cost of revenue	$	5,976,543	$	5,620,178	$	356,365	6

Payment processing service fees

The increase in payment processing service fees of $0.2 million, or 9%, to $2.6 million for the three months ended June  30, 2015 from $2.4 million for the three months ended June  30, 2014 is a direct result of the mix of business within the payment processing service revenue.

Processing and service costs

The increase in processing and service costs of $0.1 million, or 4%, to $3.4 million for the three months ended June 30, 2015 from $3.3 million for the three months ended June 30, 2014.  The increase was primarily due to a $0.2 million increase in multi-currency referral commissions earned by third party agents offset by a $0.1 million decrease in salaries and related benefits.  

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Selling, general and administrative expenses:

	Three Months Ended June 30,				Variance
	2015		2014		Amount		Percent
Selling, general and administrative expenses	$	4,712,704	$	4,502,977	$	209,727	5	%

Selling, general and administrative expenses increased $0.2 million, or 5%, to $4.7 million for the three months ended June  30, 2015 from $4.5 million for the three months ended June  30, 2014.  The increase in selling, general and administrative expenses was primarily due to an increase of $0.3 million in salary compensation.  This increase was partially offset by a $0.1 million decrease in general and administrative expenses.

Restructuring charges

The Company recorded $0.1 million of restructuring charges in connection with a realignment of its workforce during the three months ended June 30, 2014.  These charges primarily include employee severance and benefits.

Comparison of the six months ended June 30, 2015 and 2014

Revenue

	Six months ended June 30,				Variance
	2015		2014		Amount		Percent
APAC	$	8,263,045	$	7,988,153	$	274,892	3	%
Americas		3,244,050		3,290,449		(46,399)	(1)
CEMEA		4,236,359		4,285,379		(49,020)	(1)
Total multi-currency processing services revenue		15,743,454		15,563,981		179,473	1
Payment processing services revenue		9,072,675		7,495,741		1,576,934	21
Net revenue	$	24,816,129	$	23,059,722	$	1,756,407	8

Net revenue increased $1.7 million, or 8%, to $24.8 million for the six months ended June  30, 2015 from $23.1 million for the six months ended June  30, 2014.  These changes are described below.

Multi-currency processing services revenue

APAC multi-currency processing services revenue.APAC multi-currency processing services revenue increased $0.3 million, or 3%, to $8.3 million for the six months ended June  30, 2015 from $8.0 million for the six months ended June  30, 2014. The increase in APAC multi-currency processing services revenue was driven by changes in the following key business metrics:

	Six months ended June 30,						Variance
	2015			2014			Amount			Percent
APAC multi-currency processing active merchant locations (at period end)		14,311			13,841			470		3	%
APAC multi-currency processing settled transactions processed		3,028,357			2,959,251			69,106		2
APAC multi-currency processing gross foreign currency mark-up	$	32,059,181		$	31,217,436		$	841,745		3
APAC multi-currency processing settled dollar volume processed	$	725,898,572		$	729,702,934		$	(3,804,362)		(1)
APAC average net mark-up % on settled dollar volume processed		1.14	%		1.09	%		0.05	%	5

The 5% increase in our average net mark-up on settled dollar volume processed resulted in a $0.3 million increase to revenue. This increase is primarily a result of customer and pricing mix.

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Americas multi-currency processing services revenue.Americas multi-currency processing services revenue decreased $0.1 million, or 1%, to $3.2 million for the six months ended June  30, 2015 from $3.3 million for the six months ended June  30, 2014.  The decrease in Americas multi-currency processing services revenue was driven by changes in the following key business metrics:

	Six months ended June 30,						Variance
	2015			2014			Amount			Percent
The Americas multi-currency processing active merchant locations (at period end)		9,674			12,555			(2,881)		(23)	%
The Americas multi-currency processing settled transactions processed		1,418,655			1,242,484			176,171		14
The Americas multi-currency processing gross foreign currency mark- up	$	6,651,207		$	6,483,543		$	167,664		3
The Americas multi-currency processing settled dollar volume processed	$	149,535,417		$	154,150,474		$	(4,615,057)		(3)
The Americas average net mark-up % on settled dollar volume processed		1.91	%*		1.76	%*		0.15	%	9

The 1% decrease in Americas multi-currency processing revenue is primarily a result of a decrease in revenues earned on non-transactional services of $0.2 million as well as a 3% decrease in settled dollar volume processed which resulted in a decrease to revenue of $0.1 million.  This decrease is offset by a 9% increase in average net mark-up percentage on settled dollar volume processed which resulted in an increase to revenue of $0.2 million.

(*)For purposes of calculating “Average net mark-up percentage on settled dollar volume processed”, multi-currency processing services revenue includes revenue related to multi-currency transactions only.

CEMEA multi-currency processing services revenue. CEMEA multi-currency processing services revenue decreased $0.1 million, or 1%, to $4.2 million for the six months ended June  30, 2015 from $4.3 million for the six months ended June  30, 2014.  The decrease in CEMEA multi-currency processing services revenue was driven by changes in the following key business metrics:

	Six months ended June 30,						Variance
	2015			2014			Amount			Percent
CEMEA multi-currency processing active merchant locations (at period end)		11,413			7,749			3,664		47	%
CEMEA multi-currency processing settled transactions processed		2,628,384			2,263,695			364,689		16
CEMEA multi-currency processing gross foreign currency mark-up	$	19,348,094		$	18,273,166		$	1,074,928		6
CEMEA multi-currency processing settled dollar volume processed	$	443,938,376		$	456,845,576		$	(12,907,200)		(3)
CEMEA average net mark-up % on settled dollar volume processed		0.95	%		0.94	%		0.01	%	1

The 3% decrease in settled dollar volume processed resulted in a $0.1 million decrease to revenue.  This decrease is primarily a result of customer and pricing mix.

Payment processing services revenue

Payment processing services revenue is primarily earned from transaction processing services for customers in the Americas.  Payment processing services revenue increased $1.6 million, or 21%, to $9.1 million for the six months ended June  30, 2015 from $7.5 million for the six months ended June  30, 2014.  The increase was primarily due to professional servicefees along with transaction processing fees, arising from the roll-out of new payment processing customers.

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Cost of revenue

	Six months ended June 30,				Variance
	2015		2014		Amount		Percent
Payment processing services fees	$	5,179,089	$	4,893,678	$	285,411	6	%
Processing and service costs		6,623,598		6,959,914		(336,316)	(5)
Total cost of revenue	$	11,802,687	$	11,853,592	$	(50,905)	(0)

Payment processing service fees

The increase in payment processing service fees of $0.3 million, or 6%, to $5.2 million for the six months ended June  30, 2015 from $4.9 million for the six months ended June  30, 2014 is a direct result of the mix of business within the payment processing service revenue.

Processing and service costs

The decrease in processing and service costs of $0.3 million, or 5%, to $6.6 million for the six months ended June  30, 2015 from $6.9 million for the six months ended June  30, 2014 was primarily the result of a decrease of $0.5 million in salary compensation.  This decrease is partially offset by a $0.2 million increase in multi-currency referral commission earned by third party agents for new multi-currency customers.

Selling, general and administrative expenses

	Six months ended June 30,				Variance
	2015		2014		Amount		Percent
Selling, general and administrative expenses	$	9,183,104	$	9,584,770	$	(401,666)	(4)	%

Selling, general and administrative expenses decreased $0.4 million, or 4%, to $9.2 million for the six months ended June  30, 2015 from $9.6 million for the six months ended June  30, 2014.  The decrease in selling, general and administrative expenses was primarily due to a gain related to an insurance reimbursement of $0.5 million as well as a decrease in public company costs of $0.1 million.  These decreases were offset by a $0.2 million increase in professional fees.  

Restructuring charges

The Company recorded $0.7 million of restructuring charges in connection with a realignment of its workforce during the six months ended June 30, 2014.  These charges primarily include employee severance and benefits.

Liquidity and capital resources

We currently anticipate that our available cash balances will be sufficient to meet our presently anticipated working capital and capital expenditure requirements for at least the next twelve months. However, we may be required to raise additional funds through public or private debt or equity financing to meet additional working capital requirements. There can be no assurance that this additional financing will be available, or if available, will be on reasonable terms and not dilutive to our stockholders. If adequate funds are not available on acceptable terms, our business and operating results could be adversely affected.

In October 2014, the Company announced that its Board of Directors authorized the repurchase of up to $6.0 million of the Company’s outstanding shares of common stock.  The shares may be purchased from time to time during a period ending on December 31, 2015.  The timing, price and quantity of purchases are at the discretion of the Company and the program may be discontinued or suspended at any time.  As of June 30, 2015, the Company repurchased approximately 1.4 million shares of common stock for an aggregate price of $2.5 million.  From July 1, 2015 to July 31, 2015, the Company repurchased approximately 1.2 million shares of common stock for an aggregate price of $2.7 million. Total amount of common stock repurchased under the program through July 31, 2015 was 2.6 million shares for an aggregate price of $5.2 million.

On August 4, 2015, the Company’s Board of Directors expanded its share repurchase authorization by an incremental $5.2 million, bringing its total current authorization to $6.0 million. Under the new authorization, the Company may

27

repurchase shares in the open market or as otherwise may be determined by the company, subject to market conditions, business opportunities and other factors. The company has no obligation to repurchase shares under this program.  This authorization has no expiration date and may be suspended or terminated at any time.

On June 10, 2015, the Company entered into a $10.0 million secured revolving credit facility (the “Credit Facility”) with Citizens Bank, N.A. (“Citizens”) pursuant to a Credit and Security Agreement by and among the Company, certain affiliates thereof as borrowers or guarantors, and Citizens (the “Credit Agreement”).The line of credit under the Credit Agreement is secured by substantially all of the Company’s personal property, including the Company’s intellectual property and that of its subsidiaries that are borrowers or guarantors.  The interest rate applicable to committed borrowings is tied to LIBOR plus a margin of 2.5%.  The Credit Agreement also provides for a letter of credit sub-facility of up to $2.0 million. The Credit Agreement contains customary affirmative and negative covenants, including, among others, financial covenants based on the Company’s leverage and fixed charge coverage ratios, as well as an obligation to maintain a minimum availability requirement of at least $5.0 million in the aggregate of cash and availability under the line of credit.  The Credit Facility will provide funds for general corporate purposes and repurchases of issued and outstanding capital stock of the Company.  The Credit Facility matures on June 10, 2020 and is payable in full upon maturity.  As of June 30, 2015, the Company was in compliance with all financial covenants contained in the Credit Agreement and no amounts were outstanding.

Sources of liquidity

As of June  30, 2015, we had approximately $13.5 million in cash and cash equivalents of which we had $6.4 million in cash held by foreign subsidiaries. Currently, if we were to repatriate cash held by our foreign subsidiaries, to the extent that such repatriation was a taxable event, we could utilize a portion of our $67.2 million net operating loss carryforward to offset the tax obligation, so that no U.S. tax liability would arise. However, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not demonstrate a need to repatriate them to fund our U.S. operations.

Capital expenditures

Our capital expenditures related to property and equipment, software development costs, and intangible assets were $0.8 million in the first six months of 2015.  The 2015 capital expenditures were primarily attributable to our investment in the business primarily through capital expenditures for network infrastructure and investments in software development and equipment.

Cash flows

	Six Months Ended June 30,
	2015		2014
Cash provided by operating activities	$	6,500,574	$	1,260,007
Cash used in investing activities		(895,775)		(1,007,844)
Cash (used in) provided by financing activities		(1,911,430)		511,946

Operating activities

Cash provided by operating activities during the six months ended June 30, 2015 was $6.5 million, comprising $5.0 million of cash generated by operations and a net increase in our operating assets and liabilities of $1.5 million. This net increase in our operating assets and liabilities of $1.5 million primarily consisted of a $1.5 million decrease in receivables, prepaid expenses and other assets coupled with a  $0.2 million increase in accounts payable and accrued expenses and a $0.2 million increase in due to merchants.  These increases were partially offset by a $0.2 million increase in security deposits and other assets and a $0.2 million increase in settlement assets. Cash generated by operations of $5.0 million was inclusive of net income of $3.6 million and total non-cash charges of $1.4 million. Significant non-cash adjustments to net income primarily include depreciation and amortization expense of $1.4 million and stock option expense of $0.5 million which is offset by a gain on insurance proceeds of $0.5 million.

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Cash provided by operating activities during the six months ended June 30, 2014 was $1.3 million, comprising $2.8 million of cash generated by operations and a net decrease in our operating assets and liabilities of $1.5 million.  This net decrease in our operating assets and liabilities of $1.5 million primarily consisted of a $1.3 million decrease in due to merchants, a $1.3 million decrease in accounts payable and accrued expenses and a $0.2 million increase in security deposits and other assets.  These decreases were partially offset by a $1.3 million decrease in settlement assets.  Cash generated by operations of $2.8 million was inclusive of net income of $0.7 million and total non-cash charges of $2.1 million.  Significant non-cash adjustments to net income primarily include depreciation and amortization expense of $1.5 million and stock option expense of $0.6 million.

Investing activities

Cash used in investing activities for the six months ended June 30, 2015 was $0.9 million, which was attributable to a $0.6 million investment in software development, a $0.2 million purchase of property and equipment and a $0.1 million increase in merchant reserves.

Cash used in investing activities for the six months ended June 30, 2014 was $1.0 million, which was attributable to a $2.2 million increase in restricted cash and a $0.9 million investment in the business through capital expenditures for network infrastructure and investments in software development.  These decreases were partially offset by an increase in merchant reserves of $2.1 million.

Financing activities

Cash used in financing activities for the six months ended June 30, 2015 was $1.9 million, comprised of $1.6 million of treasury stock repurchases and $0.3 million in payments for capital lease obligations.

Cash provided by financing activities for the six months ended June 30, 2014 was $0.5 million, comprised of $0.8 million in proceeds from option exercises offset by $0.3 million in capital lease payments.

Contractual obligations and commitments

As of June 30, 2015, there were no material changes in our contractual obligations and commitments as disclosed in our financial statements for the year ended December 31, 2014 except for the following agreements:

· Service agreement with Global Payments Direct, Inc. entered into in May 2015, and

· Credit and Security Agreement with Citizens Bank, N.A. entered into in June 2015.

Off-balance sheet arrangements

We do not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such entities often referred to as structured finance or variable interest entities, which are typically established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purpose.

Effects of inflation

Our monetary assets consist primarily of cash and cash equivalents and receivables, and our non-monetary assets consist primarily of property and equipment, software development and intangible assets, which are not affected significantly by inflation. We believe the replacement costs of property and equipment will not materially affect our operations. However, the rate of inflation affects our expenses, which may not be readily recoverable in the prices of services we offer.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest rate risk

We had cash and cash equivalents totaling $13.5 million and $9.8 million as of June  30, 2015 and December 31, 2014, respectively.  The cash and cash equivalents are held for working capital purposes. We did not have any derivative financial instruments as of June  30, 2015 and December 31, 2014. We are not exposed, nor do we anticipate being exposed, to material risks due to changes in market interest rates given the historic low levels of interest being earned on the short-term fixed-rate cash operating accounts.

Foreign currency exchange risk

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. Dollar, principally the Hong Kong Dollar. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. Although we have experienced and will continue to experience fluctuations in our net income as a result of transaction gains (losses), we believe such a change would not have a material impact on our results of operations as Hong Kong is not considered to be a highly inflationary or deflationary economy and historically the Hong Kong Dollar has traded in a very narrow band of exchange rates against the U.S. Dollar. Based upon our annual historical financial statements, for every 1% change in the exchange rate between the U.S. Dollar and the Hong Kong Dollar, our net income would be impacted by approximately $10,000 and the carrying value of assets on our balance sheet would be impacted by approximately $0.1 million.

In the event our foreign sales and expenses increase and expand into other currencies, our operating results may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business. At this time we do not enter into derivatives or other financial activities in an attempt to hedge our foreign currency exchange risk, but may do so in the future. It is difficult to predict the impact any hedging activities would have on our results of operations.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation under the supervision and with the participation of our management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In designing and evaluating our disclosure controls and procedures, we and our management recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the secondquarter of 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting means a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in legal proceedings in the ordinary course of business. While any litigation contains an element of uncertainty, we have no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition or results of operations of Planet Payment.

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Item 1A. Risk Factors

You should carefully consider the risks and uncertainties described below, together with all of the other information included in this Quarterly Report on Form 10-Q, in considering our business and prospects. Our business operating results, financial condition or prospects could be materially and adversely affected by any of these risks and uncertainties.  In that case, the trading price of our common stock could decline and you might lose all or part of your investment.  The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. The occurrence of any of the following risks could harm our business, financial condition or results of operations.

Risks related to our business and industry

We have a history of losses and may not maintain profitability in the future.

For the sixmonths ended June  30, 2015 and the year ended December 31, 2014, we had net income of $3.6 million and $3.2 million, respectively.  Previously, we had incurred losses since our inception, except in 2014, 2013 and 2011.  As a result, we had an accumulated deficit of $75.1 million as of June  30, 2015.

Our ability to increase profitability in the future will primarily depend on our ability to continue to increase our revenue, which is subject to a number of factors including our ability to continue to increase multi-currency processing revenue, increase new merchant deployments in the regions in which we currently operate, and add new acquiring banks, processor, and card association customers in new geographies. Our revenue is also impacted by factors beyond our control such as global economic and political conditions, particularly those affecting cross-border travel and commerce, such as the continuing uncertainty in global economic conditions. Our ability to achieve profitability in the future also depends on our expense levels, including our selling, general and administrative expenses, and other expenses related to improvements in our technology, launches of new services, and our expansion into new geographic and vertical markets. In addition, our fees, interchange and assessments may also be influenced by increased competition and changes in card association rules and governmental regulations. Our efforts to grow our business may prove more expensive than we currently anticipate and we may not succeed in increasing our revenue to offset higher expenses. These expenses, among other things, may cause our net income and working capital to decrease. If we fail to grow our revenue, manage our expenses and maintain or improve our gross profit margin, we may not maintain profitability in the future.

If the card associations do not allow our services to be offered, either generally or in certain geographies, then we cannot sell our services to acquiring banks, processors and merchants in those geographies and our ability to grow our business would likely be harmed.

Our services require us to interconnect with the Visa, MasterCard, American Express, JCB and UnionPay card associations, and if these card associations do not allow acquiring banks and processors to offer certain services, either generally or in certain geographies, then we cannot sell our services to acquiring banks, processors and merchants, either generally or in those geographies. For example, in April 2010, Visa announced a moratorium on all new acquiring banks and merchants offering dynamic currency conversion, or DCC, services, such as our Pay In Your Currency service, and studied the impact of DCC on Visa cardholders and the Visa brand. In October 2010, Visa lifted the moratorium and established certain rule changes that removed a prior prohibition on offering DCC services in certain regions, namely Central Europe, the Middle East, Africa, Latin America and the Caribbean. Prior to the lifting of this moratorium we were unable to provide DCC services in those regions to potential customers. If the card associations do not allow the offering of certain services, either generally or in certain geographies, then we will not be able to sell our services to potential customers generally or in those geographies and our ability to grow our business and sustain profitability would likely be materially adversely effected.

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We are required to be registered with Visa and MasterCard in order to provide our services, and we rely on the sponsorship of our acquiring bank customers for this registration.

Our services require us to interconnect with the Visa and MasterCard card associations, and to therefore be registered with those card associations. Since we are not a bank, Visa and MasterCard operating regulations require us to be sponsored by an acquiring bank in order to process payment card transactions. We are currently registered with Visa and MasterCard through the sponsorship of acquiring banks that are members of the card associations and a significant majority of our revenue is from transactions processed using Visa and MasterCard payment cards. If these sponsorships are terminated and we are unable to secure another bank sponsor, we will not be able to process payment card transactions. By registering with card associations, we are subject to card association rules that could subject us or our customers to fines or penalties that may be levied by the card associations for certain acts or omissions. If we or our acquiring bank sponsors fail to comply with the applicable requirements of the card associations, the card associations could fine us, suspend us or terminate our registration. The termination or suspension of our registration could require us to stop providing payment processing services, which would cause a material adverse effect on our business, financial condition and results of operations.

A limited number of our customers are responsible for a significant portion of our revenue and a decrease in revenue from these customers could have a material adverse effect on our operating results and cash flow.

A significant portion of our revenue is derived from agreements with a limited number of customers. Specifically, for the year ended December 31, 2014 and the sixmonths ended June  30, 2015, subsidiaries of Global Payments Inc. represented 21% and 20%, respectively, of our revenue, and Network International, LLC represented 9% and 10%, respectively, of our revenue. Our contractual arrangements with these customers do not obligate them to offer our services and may not dictate the timing of implementation. Additionally, if these customers lose merchants or if their merchants do not use our services, then our revenue will decrease.

We expect that a limited number of customers will continue to account for a significant portion of our revenue in future periods. If we do not adequately perform under, or successfully renew or renegotiate, our agreements with these or other customers, our business will suffer. Our acquiring bank and processor customers typically enter into agreements with three or fiveyear terms and upon the termination of that initial contractual term, customers have the opportunity to consider other providers or renegotiate the terms of the contract. The loss of our contracts with existing customers, our failure to renegotiate contracts with existing customers on terms as favorable as in the past, or a significant decline in the number of transactions we process for them could materially adversely affect our business, financial condition and results of operations.

Adverse changes in political and economic policies of the Chinese government could impede the overall economic growth of China, which could reduce the demand for our services and solutions and damage our business.

We conduct significant operations, including through an indirect subsidiary and a branch office, and generate a significant portion of our revenue in China, as well as Hong Kong and Macau, which are special administrative regions of China.

Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. The Chinese economy differs from the economies of most developed countries in many respects, including:

· a higher level of government involvement;

· an early stage of development of the market-oriented sector of the economy;

· rapid fluctuation, both upward and downward, in growth and the overall economy;

· a higher level of control over foreign exchange; and

· the control over the allocation of resources.

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As the Chinese economy transitions from a planned economy to a more market-oriented economy, the Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Although these measures may benefit the overall Chinese economy, they may have a negative effect on us.  Although the Chinese government has in recent years implemented measures emphasizing the utilization of market forces for economic reform, the Chinese government continues to exercise significant control over economic growth in China through the allocation of resources, controlling the payment of foreign currency-denominated obligations, setting monetary policy, state ownership and imposing policies that impact particular industries or companies in different ways. For example, the Chinese government has suggested that Chinese government authorities should strengthen access and supervision with respect to the outsourcing of bank card data processing and related operations, specifically noting the need for specific regulations with respect to foreign-invested organizations that engage in related services in China.

Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters. Government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof.

Any adverse change in economic conditions or government policies in China would likely have a material adverse effect on the overall economic growth in China, which in turn would lead to a reduction in demand for our services and solutions and consequently materially adversely affect our business, financial condition and results of operations.  For example, in June 2015, the Chinese economy experienced a stock market crash in which ‘A-shares’ on the Shanghai Stock Exchange lost approximately one-third of their value.

In addition, the financial position of our customers and their willingness to pay for our services and solutions are affected by general market conditions, competitive pressures and operating margins within the banking industry. Any of these factors could negatively affect our business, financial condition and results of operations.

We rely on third parties to implement our services and to market them to consumers.

We rely on acquiring banks, processors and merchants to integrate our services within their services and ultimately to offer our services to consumers in order to generate revenue for us. Although we have contracts with our customers, they are not obligated to offer our services and if they choose to do so, the agreements do not dictate the timing of implementation. If the pace of adoption of our services is slower than anticipated it could adversely affect our business, financial condition and results of operations. Following initial implementation of our services, we continue to be significantly dependent on our relationships with acquiring banks, processors and card associations to market our services to their merchants and customers. Even those contractual arrangements with our customers that contain exclusivity provisions are not perpetual, and customers could reassess their commitments to us in the future, purchase alternative services and/or develop their own competitive services following the expiration of the exclusivity period, which in several cases does not run for the full term of the agreement.

Also, we collaborate with service providers that facilitate the provision of our services, technology and service providers to the electronic payments industry, including point-of-sale system providers, such as e-commerce gateways, terminal manufacturers and other processors that have certified their solutions to our platform. These third parties include acquiring banks, processors,  merchants and card associations, each of which could be a customer, as well as a supplier, in addition to commercial communications providers. If these service providers fail to perform in accordance with the requirements of the technological specifications necessary for us to provide our services to our customers, it could result in our failure to provide our services in accordance with our contracts, potentially exposing us to liability to our customers. In these cases, we may have to rely on an indemnity or other contractual obligation from the service provider in order to avoid ultimate liability or suffering damages. However, due to the inherent risk of litigation, such indemnity or other obligation may not prove to be enforceable against the service provider, or even if favorable judgment is obtained, the service provider may not have the financial ability to meet its obligations, thereby exposing us to bearing the burden of the loss.

In many cases, we have little or no direct access to our customers’ merchant bases and are heavily reliant on our customers’ sales forces to promote our services. It is ultimately up to our customers or our customers’ merchants to offer our services to consumers and to do so in an effective manner, and there is no guarantee that these merchants or their consumers will continue to use our services. Our customers may not be as effective at selling our services and solutions as our own sales personnel. Our customers are also competing with other participants in the industry for processing

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business and may have other actual or perceived disadvantages relative to such competitors, which may affect their ability to generate business, whether or not such business includes our services and solutions. As a result, much of our business depends on the continued success and competitiveness of our acquiring banks,  processors and card associations. We further rely on the success of the merchants. If these merchants experience a reduction in transaction volume or become financially unstable, we may lose revenue. The performance of our customers and our customers’ merchants is subject to general economic conditions and their impact on consumer spending.

In addition, we rely on the continuing expansion of merchant and consumer acceptance of the card associations’ brands and programs. There can be no guarantee that merchant and consumer acceptance will continue to expand, and if the rate of merchant acceptance growth slows or reverses itself, our business could suffer.

Any security and privacy breaches in our systems may damage client relations and our reputation, and expose us to liability.

We electronically collect and store sensitive personal information about consumers, such as credit card numbers. We process that data and deliver our products and services by using computer systems and telecommunications networks operated both by us and third party service providers. The confidentiality of the consumer information that resides on our systems is critical to our business. Although we believe the security around our systems is sufficient to prevent unauthorized access and protect the data security and integrity of our systems, we cannot be certain that our measures will be successful and sufficient to counter all current and emerging technology threats designed to breach our systems and/or gain unauthorized access to confidential information; or otherwise address the security and privacy concerns of existing and potential customers.  If we are unable to protect, or our customers perceive that we are unable to protect, the security and privacy of our electronic transactions and the associated confidential information of consumers:

· our clients may lose confidence in our services;

· our reputation may be harmed;

· we may be exposed to unbudgeted or uninsured financial liability;

· it may become more difficult for us to register with card associations;

· we may be subject to increased regulatory scrutiny; and

· our expenses may increase as a result of potential remediation costs.

While we believe we use proven applications and processes designed for data security and integrity to process electronic transactions, there can be no assurance that our use of these applications and processes will be sufficient to counter all current and emerging technology threats designed to breach our systems or otherwise gain unauthorized access to confidential client information or our intellectual property, or address the security and privacy concerns of existing and potential customers.  Any failures in our security and privacy measures could materially adversely affect our business, financial condition and results of operations.

Any new laws, regulations, card association rules or other industry standards affecting our business, or any changes made to them, in any of the geographic regions in which we operate, may require significant development efforts or have an unfavorable impact on our financial results.

We are subject to regulations that affect the electronic payments industry in the countries and territories in which we operate. Regulation and proposed regulation of the payments industry has increased significantly in recent years. Failure to comply with regulations may result in the suspension or revocation of a license or registration, the limitation, suspension or termination of service, and the imposition of civil and criminal penalties, including fines, which could have a material adverse effect on our financial condition. For example, we are subject to:

· the card association rules of Visa, MasterCard, Discover, American Express, JCB, UnionPay and rules of other payment networks;

· applicable privacy and information security regulations in the regions where we operate and of the card associations;

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· banking and financial regulations or monetary authority rules in the jurisdictions in which we operate; and

· governmental regulation of the payments, payment processing and financial services industries.

For example, in April 2010, Visa announced a moratorium on all new acquiring banks and merchants offering DCC services, including our Pay In Your Currency service, and studied the impact of DCC on Visa cardholders and the Visa brand. In October 2010, Visa lifted the moratorium and also established certain rule changes that removed a prior prohibition on offering DCC services in certain regions, namely Central Europe, the Middle East, Africa, Latin America and the Caribbean. Prior to the lifting of this moratorium we were unable to provide DCC services in those regions to existing or potential customers.In addition, Visa now charges acquiring banks an annual fee of $45,000 for each country or territory in which they offer a DCC service. Both Visa and MasterCard may also charge additional cross‑border fees for transactions involving DCC. Visa’s new compliance regime for DCC includes unannounced “mystery shopping” audits of our customer’s merchants, to assess merchant compliance with the regulations applicable to DCC. Repeated failure by an acquiring bank or merchant to comply with regulations can result in substantial fines and could ultimately result in a prohibition upon such acquiring bank or merchant offering DCC. Remediation of negative audit findings can be costly and time consuming for our customers and the mere risk of such fines may reduce the number of acquiring banks willing to offer Pay in Your Currency services.

Interchange fees, which are typically paid by the acquiring bank to the card issuing bank in connection with transactions, are subject to increasingly intense legal, regulatory, and legislative scrutiny worldwide. For instance, in the United States, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) requires the Board of Governors of the Federal Reserve System to regulate the fees charged or received by card issuing banks for processing point-of-sale debit card transactions. Rules limiting point-of-sale debit card interchange fees and restricting routing rules and network exclusivity became effective in 2011, although a number of the rules regulating the limit on debit card interchange fees were struck down in 2013 by a U.S. Federal Court. Certain of our customers or potential customers may experience difficulty complying with any new regulations and as a result, reduce or eliminate purchases of services such as ours. In addition, regulatory actions that impact our industry, even if not directed at us, may require significant efforts and costs to change our services and may require changes to how we price our services to customers. We cannot predict the impact of any of these changes on our operations and financial condition.

Although we are registered with the card associations and other payment networks as a third party processor and an independent sales organization (“ISO”), we do not actively participate in their affairs by, for example, participating in the development of operating rules and procedures. The card associations could adopt new operating rules or interpretations of the existing rules that could be damaging to our competitive position because, for example, compliance might be difficult for us or our customers, but not for other participants.

Changes in the electronic payments industry in general, or changes in the laws and regulations that affect the electronic payments industry, or interpretation or enforcement thereof, could adversely affect our business, financial condition and results of operations. In addition, even an inadvertent failure to comply with laws and regulations could damage our business or our reputation.

We rely on our management team and will need to attract, retain and motivate highly skilled personnel to grow our business, and the loss of one or more key employees or our inability to attract and retain qualified personnel could harm our business.

Our success and future growth depend on the skills, working relationships and continued services of our management team and other key personnel. The loss of any of member of our senior management team could adversely affect our business.In particular, we are dependent on the performance and continued service of our Chief Executive Officer, Carl J. Williams, who has contributed significantly to the Company’s success and achievement of profitability in the last two fiscal years.

All of our employees in the United States work for us on an at-will basis, which means they may terminate their employment relationship with us at any time. We do not maintain key-person life insurance on any of our employees.

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Our future success will also depend on our ability to attract, retain and motivate highly skilled personnel who have experience with our operations, the rapidly changing transaction processing industry, and the selected markets in which we offer our services. Competition for these types of personnel is intense, particularly in the New York metropolitan area, where our headquarters are located. Additionally, we have significant operations abroad, including developing countries, and attracting highly skilled personnel with the necessary experience in these locations may be difficult.

Volatility or lack of successful performance in our stock price may also affect our ability to attract and retain our key personnel. Many of our senior management personnel and other key employees have become, or will soon become, vested in a substantial amount of stock or stock options. Employees may be more likely to leave us if the shares they own or the shares underlying their vested stock options have significantly appreciated in value relative to the original purchase prices of the shares or the exercise prices of the options, or if the exercise prices of the options that they hold are significantly above the market price of shares of our common stock. We cannot guarantee that we will continue to attract, retain or motivate such personnel, and our inability to do so could adversely affect our business.

We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs.

In the future, we may require additional capital to respond to business opportunities, challenges, acquisitions or unforeseen circumstances and may determine to engage in equity or debt financings or enter into credit facilities for other reasons. We may not be able to timely secure additional debt or equity financing on favorable terms, or at all. Any debt financing obtained by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

In order for us to continue to grow and improve our operating results, we must continue to increase participation by existing customers, develop new services, cross sell additional services and add new customers in existing and new geographies.

Our future growth depends in part upon our ability to increase participation by our acquiring bank and processor customers’ merchants in the various services that we offer, develop new services, cross sell additional services to existing acquiring bank, processor and merchant customers, and add new acquiring banks, processors, card associations and merchants in existing and new geographies.

In order to increase participation by our customers and their merchants in the various services that we offer together, we need to collaborate with our customers. However, our existing acquiring bank and processor customers may not assist us in increasing participation by their merchants or their merchants may be unreceptive to using our services. If we are not successful in developing, selling and deploying new services (whether in response to market demand or technological changes), we may not be able to achieve planned growth and any development costs incurred may be wasted. If our existing customers do not appreciate, and our sales force does not demonstrate, the benefits of our additional services, we will not be able to effectively cross sell to existing customers. Our expansion into new geographies is also dependent upon our ability to deploy our existing platform or to develop new services to meet the particular service needs of each new geographic location. We may not have adequate financial or technological resources to develop effective and secure services that will satisfy the demands of these new markets.

If we fail to increase participation by existing customers, develop new services, cross sell additional services and add new customers in existing and new geographies, we may not be able to continue to grow and improve our operating results.

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Fees that may be charged in connection with our Pay In Your Currency processing service are subject to change.

When a consumer uses our Pay In Your Currency processing service, they pay a fee that is included in the exchange rate used for each Pay In Your Currency transaction. While Visa and MasterCard rules permit merchants and other third parties to charge these fees, if these card associations change their policies in permitting merchants and other third parties to charge these fees, otherwise restrict the ability to do so or if the card associations increase the additional fees for providing such service, as they have done from time to time in the past, our business, financial condition and results of operations could be adversely affected.

In addition, some card issuing banks impose a fee on consumers for any foreign transaction, irrespective of the currency in which it occurred. Where this occurs, the consumer will pay the card issuing bank an extra fee on a foreign transaction in addition to any margin reflected by us in the cost of the converted amount for our Pay In Your Currency service. This additional cost, and other efforts by the card issuing banks to discourage consumers from utilizing our services, may adversely affect consumers’ willingness to use our services.

We are subject to international business uncertainties.

Our ability to grow our business and our future success will depend to a significant extent on our ability to expand our operations and customer base worldwide. Operating in international markets requires significant resources and management attention. Historically, a significant majority of our revenue has been generated from international customers, including international customers of North American merchants. For example, in 2014, we generated 69% of our revenue internationally and 31% in the United States and for the sixmonths ended June  30, 2015, we generated 63% of our revenue internationally and 37% in the United States.  International revenue and operations may be subject to risks such as:

· difficulties in staffing and managing foreign operations;

· burdens of complying with a wide variety of often-changing laws, regulations and standards;

· controls on or obstacles to the repatriation of earnings and cash;

· currency exchange rate fluctuations;

· different tax burdens;

· preference for local vendors;

· trade restrictions;

· changes in tariffs;

· the imposition of government controls;

· nationalization or seizure by banking regulators of our customers;

· political instability;

· exposure to a business culture in which improper sales practices may be prevalent; and

· terrorist activities.

The legal systems of developing countries continue to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to you and us. In certain instances, local implementation rules and/or the actual implementation are not consistent with the regulations at the national level. Additionally, the laws of certain countries do not protect our intellectual property to the same extent as do the laws of the United States. Our failure to

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comply with applicable laws and regulations could subject us to administrative penalties and injunctive relief, as well as civil remedies, including fines, injunctions and recalls of our services and solutions.

International expansion and market acceptance depend on our ability to modify our business approach and technology to take into account such factors as differing customer business models, services requirements and needs, the applicable regulatory and business environment, labor costs and other economic conditions. There can be no assurance that these factors will not have an adverse effect on our future international revenue and, consequently, on our overall business, financial condition and results of operations.

Additionally, we are subject to the U.S. Foreign Corrupt Practices Act (the “FCPA”) and other laws in the United States and elsewhere that prohibit improper payments or offers of payments to foreign governments and their officials and political parties for the purpose of obtaining or retaining business. We have operations in and deal with countries known to experience corruption. Our activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees, contractors or customers that could be in violation of various laws, including the FCPA, even though these parties are not always subject to our control. We have implemented safeguards to discourage these practices by our employees, consultants and customers. However, our existing safeguards and any future improvements may prove to be less than effective, and our employees, contractors or customers may engage in conduct for which we might be held responsible. Violations of the FCPA or similar laws may result in severe criminal or civil sanctions and we may be subject to other liabilities, which could materially adversely affect our business, financial condition and results of operations.

We derive a significant percentage of our net revenue from a limited number of countries and territories, and any natural disasters or other adverse changes could harm our business.

A significant portion of our net revenue is derived from certain countries and territories. For the year ended December 31, 2014, we derived 31%, 16%, 16%, 6%, 5% and 5% of our net revenue from the United States, Hong Kong, the United Arab Emirates, Latin America, China and Canada, respectively, and for the six months ended June  30, 2015, we derived 37%, 17%, 15% and 5%, of our net revenue from the United States, the United Arab Emirates, Hong Kong and China, respectively. We expect that a limited number of countries and territories will continue to account for a significant portion of our net revenue in future periods. If any of these countries or territories are affected by acts of terrorism, political unrest, natural disasters, the effects of climate change, outbreaks of diseases or other significant adverse changes, cross-border travel to these countries and territories could decline, which could adversely affect our business, financial condition and results of operations.

Adverse changes in general economic or political conditions in any of the major countries or territories in which we do business could adversely affect our operating results.

Our business can be affected by a number of factors that are beyond our control, such as general geopolitical, economic, and business conditions. As a result of the continuing global economic uncertainty, concerns over the downgrade of U.S. sovereign debt and monetary and financial uncertainties internationally, international travel and spending may be reduced. We cannot predict the reoccurrence of any economic slowdown or the strength or sustainability of the economic recovery, or the magnitude of any changes in geopolitical or economic conditions and the affect they would have on our business. Continuing economic uncertainty or a further weakening in the global economy may reduce the number of settled transactions and dollar volumes processed and, as a result, reduce our revenue.

Additionally, we generate a significant amount of our revenue from cross-border transactions. Thus, revenue from processing cross-border transactions for our customers fluctuates with cross-border travel and the need for transactions to be converted into a different currency. Cross-border travel may be adversely affected by world geopolitical, economic and other conditions. These include the threat of terrorism, natural disasters, the effects of climate change, outbreaks of diseases, such as the Ebola virus, war, such as in Ukraine and the Middle East and political unrest, such as the demonstrations in 2013 and 2014 in Brazil, Hong Kong and other countries. A decline in cross-border travel could adversely affect our revenue. A decline in the need for conversion of currencies might also adversely affect our revenue and profitability.

Additionally, because we are domiciled in the United States, a negative perception of the United States arising from its political or other positions could harm the perception of our company and our brand. Any of these factors could materially adversely affect our business, financial condition and results of operations.

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Consolidation among financial institutions, including the merger of our customers with entities that are not our customers or the sale of portfolios of merchants by our customers to entities that are not our customers could materially impact our financial position and results of operation.

We face the risk that our acquiring bank or processor customers may merge with entities that are not our customers or may sell portfolios of merchants to entities that are not our customers, thereby impacting our existing agreements and projected revenue with these customers. Consolidation among financial institutions results in an increasingly concentrated client base of large acquiring banks and processors could increase the bargaining power of our current and future customers. In addition, any nationalization or seizure of one of our acquiring bank customers by banking regulators in any of the jurisdictions in which we operate may also impact the services that we provide. Any significant changes in the ownership or operation of our customers, as a result of consolidation or otherwise, could adversely affect our business, financial condition and results of operations.

If our services and solutions do not interoperate with our customers’ systems or experience defects, errors, or delays, the purchase or deployment of our services and solutions may be delayed or cancelled.

Our services are based on sophisticated software and computing systems and are designed to interface with our customers’ payment card systems, each of which may have different specifications and utilize different standards. If we find errors in the existing software or defects in the hardware used in our customers’ systems, or if there are errors or delays in our processing of electronic transactions or defects in our software, we may need to modify our services or solutions to fix or overcome these errors, delays and defects and/or our customers may need to modify or fix their systems so that our services and solutions will interoperate with the existing software and hardware. Either of these solutions could result in additional development costs, diversion of technical and other resources from our other development efforts, loss of credibility with current or potential customers, harm to our reputation, breaches in security and/or exposure to liability claims. Such errors and defects and any delays in fixing them, whether in our system or those of our customers could impact the processing of transactions, which would have an adverse effect on our revenues derived from transaction processing. In addition, if our services and solutions do not interoperate with our customers’ systems, customers may seek to hold us liable and demand for our services and solutions could be adversely affected. Any of these events could hurt our operating results, damage our reputation, and adversely affect our business, financial condition and results of operations.

Interruptions or delays in service from our systems and processing centers could impair the delivery of our services and harm our business.

We currently serve our customers out of eight synchronized processing centers linked by a global telecommunications network. Our primary data centers are located in Elmsford, New York, and New Castle, Delaware, but we also host facilities in Bermuda, Dublin, Shanghai and Macau and host two facilities in Hong Kong, through co-location arrangements. We depend on the efficient and uninterrupted operation of our computer network systems, software, telecommunications networks, and processing centers, as well as the systems and services of third parties.

Our systems and processing centers are vulnerable to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, terrorist acts, war, unauthorized entry, human error, and computer viruses or other defects. They may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct.

We have security, backup and recovery systems in place, as well as business continuity plans designed to ensure our systems will not be inoperable. However, there is still a risk that a system outage or data loss may occur which would not only damage our reputation but as a result of contractual commitments could also require the payment of penalties to our clients if our systems do not meet certain operating standards. Despite precautions taken at these facilities, the occurrence of a natural disaster or an act of sabotage or terrorism, a decision to close the facilities without adequate notice or other unanticipated problems at these facilities could result in lengthy interruptions in our service. Our property and business interruption insurance may not be applicable or adequate to compensate us for all losses or failures that may occur.

Any damage to, failure of, or defects in our systems or those of third parties, errors or delays in the processing of payment transactions, telecommunications failures or other difficulties could result in loss of revenue, loss of

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merchants, loss of merchant and consumer data, harm to our business or reputation, exposure to fraud losses or other liabilities, negative publicity, additional operating and development costs, and diversion of technical and other resources.

If we fail to respond to evolving technological changes, our services and solutions could become obsolete or less competitive.

Our industry is characterized by new and rapidly evolving technologies, developing industry standards and legal regulations and customer requirements and preferences. Recent technological developments include smart cards as well as money transfer, mobile commerce and radio frequency and proximity payment devices, such as contactless cards. Accordingly, our operating results depend upon, among other things, our ability to anticipate and respond to these industry and customer changes in order to remain competitive. The process of developing new technologies and services and solutions is complex, and carries the risks associated with any research and development effort, including cost overruns, delays in delivery and performance problems.

Our markets are experiencing rapid technological change. Any delay in the delivery of new services or solutions or the failure to differentiate our services and solutions could render them less desirable to our customers, or possibly even obsolete. In addition, our services and solutions are designed to process complex transactions and deliver reports and other information on those transactions, all at high volumes and processing speeds. Any failure to deliver an effective and secure service or solution, or any performance issue that arises with a new service or solution could result in significant processing or reporting errors, possibly resulting in losses.

If we are unable to develop enhancements and new features for our existing services and solutions or new services and solutions that keep pace with technological developments, industry standards, legal regulations, and customer requirements and preferences, our services and solutions may become obsolete and less marketable, and our business could be significantly harmed. Additionally, if there are delays in the introduction of new features or new services and solutions to the market, our business could be significantly harmed.

We operate in a highly competitive industry and we compete against many companies with substantially greater financial and other resources, and our business may be harmed if we are unable to respond to our competitors effectively.

Competition in our market is intense and involves rapidly changing technologies, evolving industry standards, frequent new product and service introductions, and changes in customer requirements. To maintain and improve our competitive position, we must keep pace with the evolving needs of our customers and continue to develop and introduce new features, services and solutions in a timely and efficient manner. Our primary competitors are international payment processors, multi-currency payment service providers and global e-commerce payment service providers.

Currently, there is a high level of concentration in the international payment processing industry, with a few large processors providing payment card processing services to acquiring banks on a multi-national and multi-regional basis. International processors with whom we compete include:

· First Data Corporation, with its OmniPay Limited subsidiary operating a multi-currency platform;

· Elavon, Inc., a wholly owned subsidiary of U.S. Bancorp, that operates in The Americas and Europe;

· WorldPay (UK) Limited, that also primarily services the Americas and Europe and which in 2014 acquired Cobre Bem Tecnologia, a leading provider of payment solutions in Latin America.

We may also compete against prospective acquiring bank customers and regional processors that may prefer to develop and offer their own payment processing solution.

The multi-currency payment service industry is largely segmented among large, international processors, which provide multi-currency processing services as part of their broader international payment processing service, including those referenced above, and smaller companies who work on a regional or local basis to provide DCC or multi-currency processing services on behalf of acquiring banks or merchants. Specialized DCC providers include:

· FEXCO Holdings

· Travelex Holdings Limited

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· Global Blue;  Monex Financial Services Limited

· Euronet Worldwide

· Pure Commerce Pty Ltd.

· Continuum Commerce Ltd.

In the global e-commerce payment space, our Shop In Your Currency service and iPAY Gateway, or iPAY, compete with several international online payment service providers, including:

· CyberSource Corporation, a subsidiary of Visa

· MasterCard International Gateway Services, or MIGS

· PayPal, Inc.

· Borderfree, Inc.

· GlobalCollect

· WorldPay (UK) Limited

· Payvision

In the United States, we compete against acquiring banks offering multi-currency processing solutions to online merchants, including Chase Paymentech and Bank of America. In the Asia Pacific region, we compete against regional providers, including AsiaPay Limited, or JETCO, and eNETS Pte Ltd, but also support MIGS and AsiaPay Limited. Our iPAY service competes with them based on the specialized multi-currency solutions we offer. We also work cooperatively with several payment gateway providers to offer Shop In Your Currency services online, including RocketGate, USAePAY and Plug’n Pay, but also support our services through certain competitors including CyberSource, MIGS and PayPal.

Several of our competitors enjoy substantial competitive advantages such as:

· greater name and brand recognition and longer operating histories;

· larger sales and marketing budgets and resources;

· greater resources to make acquisitions of other competitors or products, services and technologies that strengthen their service and solution offerings and increase their presence in the market;

· lower labor and development costs;

· larger intellectual property portfolios related to electronic payment methods and systems; and

· substantially greater financial, technical, customer support and other resources.

Conditions in our market could change rapidly and significantly as a result of technological advancements or market consolidation. For example, one of our smaller payment processing competitors may be acquired by a larger company with significant resources, and could leverage those resources to become a more significant competitive presence in our market. The development and market acceptance of alternative technologies could decrease the demand for our services and solutions or render them obsolete.

Our competitors may have the ability to devote more financial and operational resources than we can to the development of new technologies, including Internet payment processing services that provide improved operating functionality and features to their service and solution offerings. If successful, their development efforts could render our services and solutions less desirable to customers. If we are unable to compete successfully in the future, our business may be harmed.

We have experienced rapid growth in recent periods. If we fail to manage our growth effectively, our financial performance may suffer.

We have substantially expanded our overall business, customer base, employee headcount and operations in recent periods both domestically and internationally. Our expansion has placed, and our expected future growth will continue to place, a significant strain on our managerial, customer operations, research and development, sales and marketing, manufacturing, administrative, financial and other resources. In particular, we provided our services to

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approximately 17,000 active merchant locations in 16 countries and territories as of December 31, 2010, approximately 88,000 active merchant locations in 23 countries and territories as of December 31, 2014 and approximately 103,000 active merchant locations in 23 countries and territories as of June  30, 2015.  The total number of active merchant locations for the year ended December 31, 2014 was updated from the originally reported amount of 93,000. Our growth strategy contemplates further increasing the number of our customers and active merchant locations however, the rate at which we have been able to establish relationships with our customers and active merchant locations in the past may not be indicative of the rate at which we will be able to do so in the future.

Our success will depend in part upon the ability of our management team to manage growth effectively. Our ability to grow also depends upon our ability to successfully hire, train, supervise, and manage new employees, obtain financing for our capital needs, expand our systems effectively, control increasing costs, allocate our human resources optimally, enhance and improve our operational functions and our finance and accounting functions, and manage the pressures on our management and administrative, operational and financial infrastructure. There can be no assurance that we will be able to accurately anticipate and respond to the changing demands we will face as we continue to expand our operations or that we will be able to manage growth effectively or achieve further growth at all. If our business does not continue to grow or if we fail to effectively manage any future growth, our business, financial condition and results of operations could be adversely affected.

Our quarterly results are inherently unpredictable and subject to substantial fluctuations, and, as a result, we may fail to meet the expectations of securities analysts and investors, which could adversely affect the trading price of shares of our common stock.

We expect our quarterly revenue and operating results may vary significantly from quarter to quarter due to a number of factors, many of which are outside of our control and any of which may cause our stock price to fluctuate. The factors that may affect the unpredictability of our quarterly results include, but are not limited to:

· our dependence on a limited number of customers;

· our reliance on acquiring banks, processors, merchants and other technology providers to integrate our services within their services and to offer our services to consumers;

· the timing of new service launches with new and existing customers;

· our inability to increase sales to existing customers, retain existing customers and attract new customers;

· seasonality in the use of our services, as our revenue has historically been seasonal with the second and third fiscal quarters of our year traditionally having less revenue compared to the first and fourth fiscal quarters;

· changes in our pricing policies;

· the amount and timing of operating expenses and capital expenditures related to the expansion of our operations and infrastructure;

· the timing of revenue and expenses related to the development or acquisition of technologies, products, services or businesses;

· changing market conditions;

· competition;

· failures of our services that result in contractual penalties or terminations; and

· economic, regulatory and political conditions in the markets where we operate or anticipate operating, particularly those impacting cross-border travel and commerce.

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As a result, we believe that quarter-to-quarter comparisons of operating results are not necessarily a good indication of what our future performance will be. It is likely that in some future quarters, our operating results may be below the expectations of securities analysts or investors, in which case the price of shares of our common stock may decline in any one fiscal quarter or from quarter to quarter.

Seasonality may cause fluctuations in our operating results.

Our revenue has historically been seasonal with the first quarter of our year traditionally having less revenue compared to the prior fourth fiscal quarter.We have experienced that increased international travel and spending by consumers around the holiday season during the fourth quarter of our year have relatively higher revenue than our other quarters. Our seasonal volumes and revenue trends could change from those we have historically experienced upon our entry into new geographies.

In addition, the timing of signing a contract and implementing our services with a large acquiring bank or processor and bringing their merchants on board may overshadow seasonal factors in any particular quarterly period. In the future, we may experience revenue growth from additional other factors such as regulatory mandates that could continue to mask underlying seasonality of our business. Seasonal or cyclical variations in our operations may become more pronounced over time and may materially affect our results of operations in the future. We expect seasonality to continue to impact our business in the future.

Where we have direct contractual acquiring relationships with merchants, we incur chargeback liability when our merchants fail to reimburse chargebacks resolved in favor of their customers. We cannot accurately anticipate these liabilities, which may adversely affect our results of operations and financial condition.

In the event a billing dispute between a consumer and a merchant is not resolved in favor of the merchant, the transaction is normally “charged back” to the merchant and the purchase price is credited or otherwise refunded to the consumer. If we are acting as the acquiring bank by virtue of our status as an ISO or under our acquiring agreements with American Express, Discover, JCB and UnionPay and are unable to collect such amounts from the merchant’s account or reserve account (if applicable), or if the merchant refuses or is unable, due to closure, bankruptcy or other reasons, to reimburse us for a chargeback, we bear the loss for the amount of the refund paid to the consumer. The risk of chargebacks is typically greater with those merchants that promise future delivery of goods and services rather than delivering goods or rendering services at the time of payment. Although only a small part of our revenue is derived from direct contractual acquiring relationships with merchants, any increase in chargebacks not paid by our merchants may adversely affect our business, financial condition and results of operations.

Where we have direct contractual acquiring relationships with merchants, fraud by merchants or others or the violation of card association requirements by merchants could have an adverse effect on our operating results and financial condition.

We have potential liability for fraudulent bankcard transactions or credits initiated by merchants or others where we are acting as the acquiring bank by virtue of our status as an ISO or under our acquiring agreements with American Express, Discover, JCB and UnionPay. Examples of merchant fraud include when a merchant processes fraudulent debit transactions or credits an accomplice’s payment card for transactions that did not occur or intentionally fails to deliver the merchandise or services sold in an otherwise valid transaction. Criminals are using increasingly sophisticated methods to engage in illegal activities such as counterfeit and fraud. While we have systems and procedures designed to detect and reduce the impact of fraud, we cannot ensure the effectiveness of these measures. It is possible that incidents of fraud could increase in the future. Failure to effectively manage risk and prevent fraud would increase our chargeback or other liability. Additionally, if a merchant fails to comply with the applicable requirements of the card associations, including for example where a merchant is a victim of fraud or its data is compromised due to a failure to comply with PCI or card association data security standards, it could be subject to a variety of fines or penalties that may be levied by the card associations. If we cannot collect such amounts from the applicable merchant, we could end up bearing such fines or penalties. Although only a small part of our revenue is derived from direct contractual relationships with merchants, increases in chargebacks or other liability could adversely affect our business, financial condition and results of operations.

We are exposed to currency exchange risk.

We perform currency conversion data processing services, which involves processing and accounting for payments in multiple currencies. The currency conversion underlying such services is presently carried out through the

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card associations and certain acquiring banks with different exchange rates being applied to a transaction on authorization and subsequent settlement. In most cases, we may have exposure to between one and three days of currency exchange risk. Daily fluctuations will occur in the rate of exchange of the various currencies for which we offer multi-currency payment processing. These fluctuations may be favorable or adverse. Although there can be no guarantee that future fluctuations will match events to date, our analysis of these variations over an extended period of years indicates that variations over the short run have been substantially less than the margin that we charge for multi- currency payment processing transactions, and over the long run to date, the average variation has been nominal. In most cases, we share revenue with acquiring banks and processors and merchants after taking into account foreign exchange fluctuations, and therefore the risk is borne proportionately by us and the other parties participating in these transactions. Although we do not currently engage in hedging or other techniques to minimize exposure to currency exchange risk, we may decide to do so in the future as international transactional volume increases, and such techniques would introduce additional risks, including the risk that a counterparty may be unable to fulfill its obligations to us under such contracts.

Additionally, in the future, it is possible that an increasing proportion of our revenue will be received in non-U.S. currencies that may be subject to foreign currency risk as international currencies fluctuate relative to the value of the U.S. Dollar. Resulting exchange gains and losses are included in our net income. This may give rise to an exchange risk against the U.S. Dollar upon repatriation of foreign currency earnings or upon consolidation for financial account purposes. We will consider strategies for managing and hedging such risks once the volume of foreign earnings reaches certain threshold levels. Furthermore, we may become subject to exchange control regulations that might restrict or prohibit the conversion of its revenue currencies into U.S. Dollars or other freely tradable currencies. The occurrence of any of these factors could adversely affect our business, financial condition and results of operations.

Our business may suffer if it is alleged or found that our services infringe upon the intellectual property rights of others.

The operation of our business may subject us to claims of infringement or misappropriation of third party intellectual property. Responding to such claims, regardless of their merit, can be time consuming and costly to defend in litigation.  Such claims can also divert management’s attention and resources, damage our reputation and brand, and cause us to incur significant expenses. Even if we are indemnified against such costs, the indemnifying party may be unable to uphold its contractual obligations. Further, claims of intellectual property infringement might require us to redesign or replace affected services, delay affected service offerings, enter into costly settlement or license agreements or pay costly damage awards or face a temporary or permanent injunction prohibiting us from marketing, selling or distributing the affected services. If we cannot or do not license the infringed technology on reasonable terms or at all, or substitute similar technology from another source, our revenue and earnings could be adversely impacted. Additionally, our customers may not purchase our services if they are concerned that our services infringe third party intellectual property rights. This could reduce the market opportunity for the sale of our services and solutions.

For example, a competitor holds a patent for a particular method of performing DCC in several countries and territories including Canada, India, Malaysia, Mexico, Singapore and Taiwan, which could obstruct or impair us from doing business in those jurisdictions. Other parties, including other competitors, have filed patent applications or obtained patents with respect to various aspects of DCC in the United States and abroad. We closely monitor these applications and the actions of other parties who hold patents relating to DCC. Our ability to do business in particular jurisdictions may be severely impaired in the event that a third party successfully argues that any of our services, including Pay In Your Currency, infringe a patent held by such third party. Any pre-emptive legal action or legal action to defend against a lawsuit may not be successful, and could result in substantial legal fees.

Further, we are contractually obligated to indemnify certain customers or other third parties that use our services for losses suffered or incurred in the event our services are alleged to infringe a third party’s intellectual property rights. The term of these indemnity provisions is generally perpetual after execution of the customer agreement subject to the statute of limitations.

The occurrence of any of these events may materially adversely affect our business, financial condition and results of operations.

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The success of our business depends on our ability to protect and enforce our intellectual property rights.

We rely on a combination of patent, trademark, copyright and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain and protect our proprietary rights. These laws, procedures and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. Further, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States and, to the extent available, may be very difficult to enforce;  therefore, in certain jurisdictions, we may be unable to protect our proprietary technology adequately against unauthorized third party copying, infringement or use, which could adversely affect our competitive position.

As of June 30, 2015, we had issued patents in the United States, Australia, India, Indonesia, New Zealand, the Philippines, Singapore, South Africa, Sri Lanka, Taiwan and Japan. We also have patent applications pending in the United States and several other jurisdictions, all of which are counterparts to our patents and patent applications in the United States. Our patents generally have a duration of 20 years from the relevant priority date of each patent.We cannot ensure that any of our pending applications will be granted or that any of our issued patents will adequately protect our intellectual property. Any patents that may be issued to us may be contested, circumvented, found unenforceable or invalidated and we may not be able to prevent third parties from infringing them. In addition, third parties could claim invalidity, co-inventorship, re-examination, or similar claims with respect to any of our currently issued patents or any patents that may be issued to us in the future. Any such claims, whether or not successful, could be extremely costly to defend, divert management’s attention and resources, damage our reputation and brand, and substantially harm our business.

In addition to patented technology, we rely on our unpatented technology and trade secrets. We generally seek to protect this information by confidentiality, non-disclosure and assignment of invention agreements with our employees and contractors and with parties with which we do business. These agreements may be breached and we may not have adequate remedies for any such breach. We cannot be certain that the steps we have taken will prevent unauthorized use or reverse engineering of our technology. Moreover, our trade secrets may be disclosed to or otherwise become known or be independently developed by competitors. To the extent that our employees, contractors, or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions.

In order to protect or enforce our proprietary technology, we may initiate litigation against third parties, such as patent infringement suits or patent interference proceedings. Litigation may be necessary to assert claims of infringement, enforce our patents, protect our trade secrets or know-how, or determine the enforceability, scope and validity of the proprietary rights of others. Any lawsuits that we initiate could be expensive, take significant time and divert management’s attention from other business concerns. Litigation also puts our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing. Additionally, we may provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially valuable.

If, for any of the above reasons, our intellectual property is disclosed or misappropriated, it would harm our ability to protect our rights and would likely adversely affect our business, financial condition and results of operations.

We may not be able to enforce our contracts with our customers, including any exclusivity arrangements.

If our customers do not comply with the terms of our contracts, such as the payment of fees or exclusivity arrangements, we may lose revenue and this may adversely affect our business. Particularly, if those customers with whom we have exclusivity arrangements do not comply with these provisions, we may lose business to our competitors. If our customers do not comply with the provisions of our contracts, we may be required to enter into expensive litigation in order to enforce our rights. We cannot be certain that any such litigation would be successful. Even if successful, litigation may merely prevent a customer from engaging in competitive activity but would not necessarily require the customer to continue to use our services and, in any event, may severely harm the working relationship with such customer and other existing and potential customers that may learn of the litigation.

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The costs and effects of litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our financial position and results of operations.

From time to time, we may be involved in various litigation matters and governmental or regulatory investigations or similar matters arising out of our business. Our insurance may not cover all claims that may be asserted against it, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Final judgments or settlements in any pending or future litigation or investigation could significantly exceed our insurance coverage.  In addition, we may not be able to obtain appropriate types or levels of insurance in the future, or obtain adequate replacement policies with acceptable terms, if at all. Furthermore, the expense of defending litigation may be significant, the amount of time to resolve lawsuits is unpredictable and defending ourselves may divert management’s attention from the day-to-day operations of our business.  The occurrence of any of the above could adversely affect our business, results of operations and financial condition.

Our inability to acquire and integrate other businesses, services or technologies could seriously harm our competitive position.

In order to remain competitive, obtain key competencies or accelerate our time to market, we may seek to acquire additional businesses or technologies and new products. To date, we have a limited history of acquisitions. Most recently, in May 2012, we completed the acquisition of Branded Payment Solutions Ltd, or BPS, a payments technology company headquartered in Ireland. If we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms of the acquisition, financing the acquisition, or effectively integrating the acquired business, services or technology into our existing business and operations. We may have difficulty integrating acquired technologies or products with our existing services and solutions. Our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, services or technology, including issues related to intellectual property, quality, regulatory compliance practices, revenue recognition or other accounting practices, deficiencies or weaknesses in the disclosure controls and procedures and internal controls over financial reporting, or employee or customer issues. If we finance acquisitions by issuing convertible debt or equity securities, our existing stockholders may be diluted which could affect the market price of shares of our common stock. In addition, any acquisitions we are able to complete may not result in the synergies or other benefits we had expected to achieve, which could result in substantial write-offs. Contemplating or completing an acquisition and integrating an acquired business, services or technology will significantly divert management and employee time and resources. Further, if the integration process does not proceed smoothly, the following factors, among others, could reduce our revenue and earnings, increase our operating costs, and result in a loss of projected synergies:

· If we are unable to successfully integrate the benefits, duties and responsibilities, and other factors of interest to the management and employees of any acquired business, we could lose employees to our competitors in the region, which could significantly affect our ability to operate the business and complete the integration;

· If the integration process of any acquired business causes any delays with the delivery of our services, or the quality of those services, we could lose customers to our competitors, which would reduce our revenue and earnings.

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We are an “emerging growth company,” and any decision on our part to comply with certain reduced disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act  (“JOBS Act”) enacted in 2012. We will remain an “emerging growth company” until the earliest of (i) the last fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of an initial public offering of our equity securities; (iii) the date on which we have issued more than $1 billion in non-convertible debt during the prior three year period; and (iv) the date on which we are deemed to be a “large accelerated filer.” For as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.

Under Section 107(b) of the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to take advantage of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Our business is subject to changing regulations regarding corporate governance, disclosure controls, internal control over financial reporting and other compliance areas that will increase both our costs and the risk of noncompliance. If we fail to comply with these regulations we could face difficulties in preparing and filing timely and accurate financial reports.

We are subject to the reporting requirements of the Exchange Act , the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Act , and the rules and regulations of NASDAQ.  Maintaining compliance with these rules and regulations, particularly after we cease to be an emerging growth company, will increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and may also place increased strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and at the time we cease to be an emerging growth company, we will be required to provide attestation that we maintain effective disclosure controls and procedures by our registered public accounting firm. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic management evaluations regarding the effectiveness of our internal control over financial reporting that are required to be included in our periodic reports filed with the SEC under Section 404(a) of the Sarbanes-Oxley Act or the annual auditor attestation reports regarding effectiveness of our internal controls over financial reporting that we will be required to include in our periodic reports filed with the SEC, beginning for our year ending December 31, 2016 (unless, under the JOBS Act, we meet certain criteria that would require such reports to be included prior to then).  Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of shares of our common stock.

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In order to maintain the effectiveness of our disclosure controls and procedures and internal control over financial reporting going forward, we will need to expend significant resources and provide significant management oversight. There is a substantial effort involved in continuing to implement appropriate processes, document our system of internal control over relevant processes, assess their design, remediate any deficiencies identified and test their operation. As a result, management’s attention may be diverted from other business concerns, which could harm our business, operating results and financial condition. These efforts will also involve substantial accounting-related costs. Prior to becoming subject to the Securities Exchange Act and the rules and regulations of NASDAQ in December 2012, we were not required to test our internal controls within a specified period and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner.

If we are unable to maintain key controls currently in place or that we implement in the future, or if any difficulties are encountered in their implementation or improvement, (1) our management might not be able to certify, and our independent registered public accounting firm might not be able to report on, the adequacy of our internal control over financial reporting, which would cause us to fail to meet our reporting obligations, (2)  misstatements in our financial statements may occur that may not be prevented or detected on a timely basis and (3) we may be deemed to have significant deficiencies or material weaknesses, any of which could adversely affect our business, financial condition and results of operations.

Implementing any appropriate changes to our internal controls may require specific compliance training of our directors, officers and employees, entail substantial costs in order to modify our existing accounting systems, and take a significant period of time to complete. Such changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business. In the event that we are not able to demonstrate compliance with Section 404 of the Sarbanes-Oxley Act in a timely manner, our internal controls are perceived as inadequate or we are unable to produce timely or accurate financial statements, our stock price could decline and we could be subject to sanctions or investigations by NASDAQ, the SEC or other regulatory authorities, which would require additional financial and management resources.

The Sarbanes-Oxley Act and the rules and regulations of NASDAQ may make it more difficult and more expensive for us to maintain directors’ and officers’ liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to maintain or increase coverage. If we are unable to maintain adequate directors’ and officers’ insurance, our ability to recruit and retain qualified directors, especially those directors who may be considered independent for purposes of NASDAQ rules, may be curtailed.

Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported results of operations.

A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.

We may not be able to utilize a significant portion of our net operating loss carryforwards, which could adversely affect our results.

As of December 31, 2014, we had available federal net operating loss carryforwards of $67.2 million, state net operating loss carryforwards, primarily the state of New York, of $68.1 million, and various foreign net operating loss carryforwards, the most significant of which expire between 2020 and 2033. Realization of these net operating loss carryforwards is dependent upon future income arising prior to the expiration dates and other factors under the relevant provisions of the Internal Revenue Code of 1986. Our existing net operating loss carryforwards could expire and be unavailable to offset future income tax liabilities or the use of our net operating loss carryforwards could be limited, which would adversely affect our results.

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Our business and financial performance could be negatively impacted by the application of new tax regulations or changes in existing tax laws or regulations.

We are subject to taxation by various jurisdictions on our net income or fees charged to customers for our services. New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time. Additionally, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. These events could require us or our customers to pay additional tax amounts on a prospective or retroactive basis, as well as require us or our customers to pay fines and/or penalties and interest for past amounts deemed to be due. If we raise our prices to offset the costs of these changes, existing and potential future customers may elect not to continue or purchase our services and solutions in the future. If we are unable to pass these tax expenses on to our customers, our costs will increase, reducing our earnings. Any or all of these events could adversely impact our business and financial performance.

Risks related to ownership of our common stock

To date, there has been only a limited market for our common stock and an active trading market for our common stock may not develop.

To date, there has been a limited public market for shares of our common stock in the United States. For certain periods between 2006 and 2014, our common stock traded on AIM under the symbol “PPT” and “PPTR.”  From 2008 until December 2012, our common stock traded on the OTCQX in the United States under the symbol “PLPM” and since December 2012, our common stock has traded on the NASDAQ. There is currently a limited volume of trading in our common stock on the NASDAQ, which affects its liquidity. We cannot predict when or whether investor interest in our common stock might lead to an increase in its market price or the development of a more active trading market. An active trading market for our shares may never develop or be sustained. If an active market for our common stock does not develop, it may be difficult to sell shares of our common stock without depressing the market price for the shares, or at all.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of listed companies. The market price of our common stock, like the securities of many other technology companies, fluctuates over a wide range, and will continue to be highly volatile in the future. From January 1, 2014 to June  30, 2015, the closing price of our common stock on The NASDAQ Stock Market ranged from $1.37 to $3.95 per share. Stock prices of many newly public companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business, financial condition and results of operations.

A significant portion of our total outstanding shares may be sold into the market pursuant to registration rights of certain stockholders. If there are substantial sales of shares of our common stock, the price of shares of our common stock could decline.

The price of shares of our common stock could decline if there are substantial sales of our common stock, particularly sales by our directors, executive officers and significant stockholders, or if there is a large number of shares of our common stock available for sale. As of July 31, 2015, we had 52,548,508shares of common stock issued and outstanding, and an additional 6,851,144 shares of common stock issuable upon the conversion of preferred stock.

The holders of up to an aggregate of 6,768,874 shares of our common stock (which includes shares of our Series A Preferred Stock on an as-converted to common stock basis) outstanding as of July 31, 2015 have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or our stockholders.

Additionally, we have registered shares of common stock that we issue under our employee equity incentive plans. These shares may be sold freely in the public market upon issuance. The market price of the shares of our common stock could decline as a result of sales of a substantial number of our shares in the public market or the perception in the market that the holders of a large number of shares intend to sell their shares.

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If securities or industry analysts do not continue to publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not have widespread research coverage by securities analysts, and industry analysts that currently cover us may cease to do so. If there is limited securities analysts’ coverage of our company, or if industry analysts cease coverage of our company, the trading price for our stock would likely be negatively impacted. If one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

Our directors, executive officers, principal stockholders and their respective affiliates have substantial control over us and could delay or prevent a change in corporate control.

As of July 31, 2015, our directors, executive officers and holders of more than 5% of our common stock (which includes preferred stock on an as converted to common stock basis), together with their affiliates, beneficially own, in the aggregate, 32.0% of our outstanding capital stock. As a result, these stockholders, acting together, would have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, these stockholders, acting together, would have the ability to control the management and affairs of our company. Accordingly, this concentration of ownership might harm the market price of shares of our common stock by:

· delaying, deferring or preventing a change of control of us;

· impeding a merger, consolidation, takeover or other business combination involving us; or

· discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our common stock if the market price of shares of our common stock increases.

Holders of our Series A Preferred Stock have rights that are superior to holders of our common stock.

If we ever liquidate or sell our company to another company or transfer substantially all of our assets or a majority of our stock to another company, the holders of our outstanding Series A Preferred Stock may be entitled to receive proceeds prior and in preference to the holders of our common stock pursuant to the rights set forth in our certificate of incorporation. Accordingly, it is possible that you will receive nothing in exchange for your shares in the event of a bankruptcy, liquidation or sale of our company.

Delaware law and provisions in our amended and restated certificate of incorporation and bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of shares of our common stock.

We are a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change of control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our certificate of incorporation and bylaws contain

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provisions that may make the acquisition of our company more difficult without the approval of our Board of Directors, including the following:

· Our Board of Directors is classified into three classes of directors with staggered three-year terms.

· Only our chairman of the board, our chief executive officer, our president or a majority of our Board of Directors is authorized to call a special meeting of stockholders.

· Our stockholders may only take action at a meeting of stockholders and not by written consent.

· Vacancies on our Board of Directors may be filled only by our Board of Directors and not by stockholders.

· Directors may be removed from office only for cause.

· Our certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established, and shares of which may be issued, without stockholder approval, and authorizes shares of our Series A Preferred Stock, which are currently outstanding.

· Advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

· If two-thirds of our Board of Directors approves the amendment of our certificate of incorporation and bylaws, or any provisions thereof, then such amendment need only be approved by stockholders holding a majority of our outstanding shares of common stock entitled to vote; otherwise, such amendment must be approved by stockholders holding two-thirds of our outstanding shares of common stock entitled to vote.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Sales of Unregistered Securities

Not Applicable.

Use of Proceeds

Not Applicable.

Issuer Purchase of Equity Securities

					Total	Maximum
					Number of	Number
					Shares	(or approximate
					Purchased	dollar value)
					as Part of	of Shares
	Total		Average		Publicly	that May Yet be
	Number		Price		Announced	Purchased Under the
	of Shares		Paid per		Plans or	Plans or
Period	Purchased		Share		Programs(2)	Programs
April 1-30, 2015	757,441		$	1.82	1,260,541	$3.8 million
May 1-31, 2015	134,100		$	2.00	1,394,641	$3.5 million
June 1-30, 2015	12,471	(1)	$	2.39	—	—

(1) 12,471 shares withheld to satisfy tax withholding obligations in connection with the vesting of employee restricted stock and the shares repurchased in accordance with our share repurchase program described in footnote 2 below.

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(2) On October 13, 2014, we announced that our Board of Directors authorized our current share repurchase program authorizing up to $6.0 million of the Company’s outstanding shares of common stock.  The shares may be purchased from time to time during the period ending December 31, 2015.  The timing, price and quantity of purchases are at the discretion of the Company and the program may be discontinued or suspended at any time.

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

Not Applicable.

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Item 6. Exhibits

(a) Exhibits

Exhibit		Incorporated by Reference			Filing	Filed/Furnished
Number	Exhibit Description	Form	File No.	Exhibit	Date	Herewith
10.1†	Service Agreement, dated May 1, 2015, by and between Planet Payment, Inc. and Global Payments Direct, Inc.					X
10.2	Credit and Security Agreement, dated June 10, 2015 by and between Planet Payment, Inc. and Citizen’s Bank, N.A.					X
21.1	List of Subsidiaries of Planet Payment, Inc.					X
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
32.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to					X
	Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer pursuant to Rule 31a-14(b) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
101.INS	XBRL Instance Document					X
101.SCH	XBRL Taxonomy Schema Linkbase Document					X
101.CAL	XBRL Taxonomy Calculation Linkbase Document					X
101.DEF	XBRL Taxonomy Definition Linkbase Document					X
101.LAB	XBRL Taxonomy Labels Linkbase Document					X
101.PRE	XBRL Taxonomy Presentation Linkbase Document					X

†The Company has omitted portions of the referenced exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

*This exhibit is being furnished and is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		PLANET PAYMENT, INC.
		(Registrant)
Dated: August4, 2015	By:	/S/ CARL J. WILLIAMS
		Carl J. Williams
		Chief Executive Officer, Chairman of the Board of Directors and President
		(Principal Executive Officer)
Dated: August4, 2015	By:	/S/ ROBERT J. COX III
		Robert J. Cox III
		Chief Operating Officer, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit		Incorporated by Reference			Filing	Filed/Furnished
Number	Exhibit Description	Form	File No.	Exhibit	Date	Herewith
10.1†	Service Agreement, dated May 1, 2015, by and between Planet Payment, Inc. and Global Payments Direct, Inc.					X
10.2	Credit and Security Agreement, dated June 10, 2015, by and between Planet Payment, Inc. and Citizens Bank, N.A.					X
21.1	List of Subsidiaries of Planet Payment, Inc.					X
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
32.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
32.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
101.INS	XBRL Instance Document					X
101.SCH	XBRL Taxonomy Schema Linkbase Document					X
101.CAL	XBRL Taxonomy Calculation Linkbase Document					X
101.DEF	XBRL Taxonomy Definition Linkbase Document					X
101.LAB	XBRL Taxonomy Labels Linkbase Document					X
101.PRE	XBRL Taxonomy Presentation Linkbase Document					X

†The Company has omitted portions of the referenced exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

*This exhibit is being furnished and is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

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EX-10.1

Exhibit 10.1

CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS

DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR

CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED

WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE

CONFIDENTIAL MATERIAL HAS BEEN FILED SEPARATELY WITH

THE SECURITIES AND EXCHANGE COMMISSION.

SERVICE AGREEMENT

BETWEEN

PLANET PAYMENT, INC.

AND

GLOBAL PAYMENTS DIRECT, INC.

TABLE OF CONTENTS

1.	Definitions	2
2.	Multi-Regional Agreement	11
3.	Dynamic Currency Conversion Program	12
4.	Multi-Currency Pricing Program	14
5.	MICROS Payment Gateway Services	16
6.	Responsibilities	17
7.	Revenue, Fees and Sharing of Costs	24
8.	Marketing and Sales Process	29
9.	Term of Agreement and Termination	31
10.	Infringement	32
12.	Security	35
13.	Regulatory and Network Compliance	35
14.	Confidentiality	36
15.	Audit and Examination	38
17.	Level of Care	43
18.	Intellectual Property	43
19.	Regulatory, Governmental and Other Third Party Consents	44
20.	Insurance	44
21.	Notices	45
22.	General	45

SCHEDULES:

Schedule 1: Revenue, Fees and Costs

Schedule 2: Service Level Standards

Schedule 3: Approved Currencies

Schedule 4: Sample Designated Territory Addendum

Schedule 5: Security

Schedule 6: Excluded Territories and Agreements

Schedule 7: Micros Payment Gateway Services

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SERVICE AGREEMENT

THIS SERVICE AGREEMENT is made and entered into on the 1st day of May 1, 2015 with effect from the 1st day of June, 2015 (the “Effective Date”), by and between PLANET PAYMENT,  INC. a Delaware corporation with its principal place of business at 670 Long Beach Boulevard, Long Beach, New York 11561 (“Planet Payment”) and GLOBAL PAYMENTS DIRECT, INC.,a New York corporation with its principal place of business at 10 Glenlake Parkway, North Tower, Atlanta, GA 30328 (“Acquirer”).

Recitals of Fact

WHEREAS, Planet Payment provides certain multi-currency processing and related technology services to acquirers, processors and their merchants including the dynamic currency conversion services as described herein;

WHEREAS, Acquirer (on behalf of a Card Association Member) provides credit and debit card processing, marketing, technology and related services to Merchants which accept Visa, MasterCard and other credit and debit cards approved for acceptance as a method of payment for goods and services; and

WHEREAS, Planet Payment and its subsidiaries and Acquirer’s subsidiaries in various countries have been working together to make dynamic currency conversion and certain other services available to Acquirer Merchants pursuant to those separate agreements between the various entities and the parties now desire to consolidate certain separate agreements and to establish a consolidated framework for their mutual cooperation around the world.   

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Planet Payment and Acquirer hereby agree as follows:

AGREEMENT

1.Definitions

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

(a)Account Security Program shall mean Visa’s Card Information Security Protection (CISP) and Account Information Security (AIS) programs, MasterCard’s Site Data Protection (SDP) Program, including the Payment Card Industry Data Security Standards (PCI) and any analogous account information security program of any other Card Association whose Cards are included in the Program, as those account information security programs may be modified or replaced by the applicable Card Association from time to time, as well as any account or Personal Information security program that is imposed by any applicable governmental authority.

(b)Acquirer shall have the meaning ascribed to it in the preamble.

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(c)Acquirer Indemnified Person(s) shall have the meaning ascribed to it in Section 10.1.

(d)Acquirer Merchant shall mean any Merchant having a merchant agreement with Acquirer (or an Affiliate of Acquirer) or Acquirer (or an Affiliate of Acquirer) and a member bank jointly.

(e)Acquirer Platform shall mean the processes, procedures, computer software, hardware and related equipment, including its merchant accounting system, as well as any additional elements of Acquirer’s authorization and communications network infrastructure, other than the Planet Payment Platform, used by Acquirer to receive, route, process, clear, account, convert, manage and store data relating to card Transactions, provided, operated or maintained by Acquirer directly or by third parties under contract with Acquirer and, where applicable, Acquirer Platform includes such processes, procedures, computer software, hardware and related equipment which are made available for use on behalf of Acquirer pursuant to a contract between Acquirer and another acquirer or processor.

(e)Acquirer Program or the “Program” shall mean Acquirer’s processing services in each Designated Territory as enhanced by Planet Payment in order for Acquirer to provide Dynamic Currency Conversion services on POS and ATM and Multi-Currency Pricing Services to current and prospective Acquirer Merchants pursuant to this Agreement.

(f)Acquirer Revenue shall mean the amount of Net FX Margin payable to Acquirer hereunder as set forth in Section 7.2(b) hereof.

(g)Acquirer Settlement Amount shall mean the amount received by or on behalf of the Acquirer from the Card Association with respect to a Transaction before deduction of any amount in respect of Interchange or fees charged by the Card Association in respect of that Transaction.

(h)Affiliate shall mean, with respect to a party, an entity that, directly or indirectly, controls, is controlled by, or is under common control with, such party.

(i)Agreement shall mean this agreement, together with all schedules annexed thereto and forming part thereof.

(j)Approved Currency shall mean those foreign currencies for which the Program is available to Acquirer Merchants in the relevant Designated Territory, as set forth in Schedule 3 attached hereto (or in any Designated Territory Addendum), which may be amended from time to time as agreed to in advance by the parties. 

(k)Approved Quotation Standard shall mean the mutually agreed source for quotation of currency conversion rates used by Planet Payment as the standard for conversion rates in the Program.  Unless otherwise agreed to in advance in writing by the parties, the currency conversion rates as announced or published on each Banking Day by Visa and MasterCard in their Base II and VSS systems and GCMS systems,

3

respectively, and in effect for the relevant banking day, shall be the Approved Quotation Standard for Visa Transactions and MasterCard Transactions, respectively.

(l)ATM shall mean an automated teller machine.

(m)Base Conversion Rate shall mean the currency conversion rate announced or published by the Approved Quotation Standard for the Approved Currency in which the Cardholder’s Card is denominated that is applicable on the date of the Transaction.

(n)Banking Day shall mean each day on which banks generally are open for business in the relevant Designated Territory.

(o)BIN shall mean Bank Identification Number as defined by applicable Visa Rules.

(p)Bulk File shall mean the file containing Merchant Outlet set-up information (and any amendments thereto from time to time) and the interface and process for uploading such file to the Planet Payment Platform, which is to be used by Acquirer for the purposes of the Acquirer Program.

(q)Card shall mean a debit or credit card that is either a MasterCard Card or a Visa Card or another branded credit or debit card, which the parties may agree in writing to include in the Program.

(r)Card Association shall mean MasterCard, Visa and any other organization that issues or authorizes the issuance of a Card.

(s)Cardholder shall mean the authorized user of a Card.

(t)Cardholder and Payment Transaction Information shall mean any information evidencing either (i) a Cardholder’s Personal Information or (ii) transaction data for activity consummated with credit, debit or other types of cards, including electronic, written and other forms of data.  This definition also incorporates other, similar terms in this Agreement, including “cardholder data” and “cardholder information.”

(u)Cardholder Settlement Amount shall mean the amount of the Transaction agreed to by the Cardholder and submitted for clearing and settlement to the applicable Card Association with respect to a Transaction, which (i) for a DCC Transaction shall be an amount equal to the Purchase Amount as converted, at the Effective Exchange Rate, into the Approved Currency in which the Cardholder’s Card is denominated, (ii) for an MCP Transaction shall be an amount equal to the price of the goods and services purchased by the Cardholder, denominated in the Approved Currency selected by the Cardholder. and (iii) for any other Transaction shall be an amount equal to the Purchase Amount. The Cardholder Settlement Amount is the amount that is submitted to the Card issuer and should appear on a Cardholder’s billing statement with respect to a Transaction.

4

(v)Chargeback shall mean a reversal of a debit or credit Transaction initiated by an issuer of a Card, as more specifically defined and set out in the Rules.

(w)Confidential Information shall have the meaning set forth in Section 14.1.

(x)Credit shall mean a transaction that results in a positive adjustment to a Cardholder's account, initiated by a Merchant.

(y)Currency Conversion Mark-up shall mean the percentage set by the Acquirer and referred to in Section 7.1.

(z)DCC at ATMs Program shall mean Planet Payment’s program for the provision of Dynamic Currency Conversion services at ATMs.

(aa)DCC Transaction shall mean a Foreign Transaction which is conducted at a POS or ATM, in which: (i) the Card presented for payment is denominated in an Approved Currency; (ii) the Cardholder chooses to effect the Transaction in such Approved Currency; and (iii) Acquirer acquires the Transaction pursuant to this Agreement under its, or its principal member’s Card Association license to acquire Transactions in the relevant Designated Territory, excluding such Transactions which the parties may mutually agree shall be excluded from the Program (e.g. Transactions involving cards from particular issuers).

(bb)Designated Territory shall mean each country or territory with respect to which the parties (and, as applicable, their Affiliates) execute a Designated Territory Addendum, and references herein to the Designed Territory shall refer to the relevant Designated Territory, as may be applicable in the circumstances.

(cc)Designated Territory Addendum shall mean an addendum to this Agreement which may be entered into by the parties (and their Affiliates) from time to time pursuant to which a Designated Territory shall be added to this Agreement and setting forth special terms which shall apply to the Acquirer Program and the provision by Planet Payment of its services to be provided hereunder in each such Designated Territory, a sample form of which is attached hereto in Schedule 4.

(dd)Domestic Transaction shall mean a Transaction initiated using a Card that is denominated in the Merchant’s Local Currency, as well as a Transaction initiated using a Card issued in the same Designated Territory as the Merchant Outlet at which the Transaction occurs.

(ee)Dynamic Currency Conversion or “DCC” shall mean (i) in the context of sales of goods and services, the conversion at the Point of Sale of the Merchant’s Local Currency into a different billing currency, as agreed upon by the Cardholder and Merchant, in accordance with applicable Card Association Rules; and (ii) in the context of cash withdrawal transactions from an ATM, the conversion, at the ATM, of the currency in which cash is dispensed from the ATM into a different billing currency, as agreed upon by the Cardholder in response to prompts on the ATM screen, in accordance with applicable Card Association Rules.

5

(ff)Effective Exchange Rate shall be calculated by multiplying the Base Conversion Rate by the Currency Conversion Mark-up and adding such product to (or subtracting from as the case may be) the Base Conversion Rate.

(gg)EMV Compliant shall have the meaning defined in the Visa and MasterCard Rules respectively, as may be applicable.

(hh)Foreign Transaction shall mean a Transaction initiated using a Card that is denominated in a currency other than the Merchant’s Local Currency (excluding Cards issued in the same Designated Territory as the Merchant Outlet at which the Transaction occurs).  Foreign Transactions include DCC Transactions, Opt Out Transactions, Non-Approved Currency Transactions and MCP Transactions.

(ii)Gateway Merchant shall mean a Merchant that (i) Acquirer has referred to Planet Payment for Gateway Services pursuant to the terms of Section 5 of this Agreement and (ii) has entered into an agreement for Gateway Services.

(jj)Gateway Services shall mean the services of Planet Payment’s MICROS Payment Gateway, as further described in Schedule 7.

(kk)Gross FX Margin shall mean (i) with respect to any DCC Transaction at POS, the amount by which the Acquirer Settlement Amount differs from the Purchase Amount for that DCC Transaction; (ii) with respect to any DCC Transaction at ATM, the amount by which Acquirer’s Settlement Amount differs from the amount of cash disbursed; and (iii) with respect to any MCP Transaction, the amount by which the Acquirer Settlement Amount differs from the Merchant Settlement Amount for that MCP Transaction, in each case, provided that if the Acquirer Settlement Amount is denominated in a different currency to the Merchant’s Local Currency, then for the purpose of calculating the Gross FX Margin, the Purchase Amount shall mean the amount of a Transaction converted into the currency in which the Acquirer Settlement Amount is denominated, using the currency conversion rate announced or published by the Approved Quotation Standard that is applicable on the Transaction date.

(ll)Infringement Claim shall mean any actual or threatened claim, suit or proceeding alleging that any aspect or component of, or process used in connection with or relating in any way to, (i) the Planet Payment Platform, (ii) the Planet Payment Processing Services (including all software used in connection therewith), (iii) the Planet Payment Switch, (iv) the Planet Payment Merchant Accounting System,  (v) Planet Payment IP, (vi) any specifications for software applications applicable to any POS terminals which specifications are developed or provided by Planet Payments, including, but not limited to, the POS Terminal and Planet Payment terminal switch specification, or (vii) any product or process that incorporates any of the above, infringes any copyright, patent, trade secret or other intellectual property or industrial property right of any third party, whether by way of direct infringement, contributory infringement, inducement of infringement, or joint infringement.

6

(mm)ICA shall mean Interbank Card Association number as defined by MasterCard Rules.

(nn)Interchange shall mean the charges levied by Visa or MasterCard for the processing of transactions, as more fully described in the Rules.

(oo)Interchange Differential shall have the meaning ascribed to it in Section 7.8.

(pp)IP shall mean: (i) patents, trademarks, service marks, trade names, domain names, copyrights, designs and trade secrets, (ii) inventions, discoveries, ideas, processes, formulae, methods, schematics, intellectual property, know-how, computer software programs (including, without limitation, source code, operating systems, applications, documentation, specifications, files, and other materials related thereto), published and unpublished works of authorship, data and databases, (iii) other tangible or intangible proprietary or confidential information and materials, and (iv) all applications for or registrations of any of the foregoing and all rights in or to any of the foregoing including, without limitation, under licenses or other arrangements with other persons.

(qq)MasterCard Card shall mean a Card issued by a financial institution under the service marks of MasterCard.

(rr)MasterCard shall mean MasterCard, Incorporated (a Delaware corporation).

(ss)MCP Designated Territory shall mean a Designated Territory for which the relevant Designated Territory Addendum specifies that MCP Services shall be provided in such Designated Territory.

(tt)MCP Services shall mean the Planet Payment services described in Section 4 hereof.

(uu)MCP Transaction shall mean a Transaction in an MCP Designated Territory where  (i) the Merchant prices its goods and services in at least one Approved Currency, (ii) the Cardholder chooses to effect the Transaction in such Approved Currency, (iii) the Approved Currency differs from the Merchant’s Local Currency, and (iv) the Acquirer acquires the Transaction pursuant to this Agreement, under Acquirer’s license to acquire Transactions in the Designated Territory. For purposes of clarity, a Transaction that meets the foregoing description but does not occur in an MCP Designated Territory and does not utilize Planet Payment’s MCP Services shall not be deemed to be an MCP Transaction.

(vv)Merchant shall mean an entity that is permitted to accept Cards as a means of payment for goods and services and where applicable to disburse cash in connection with the sales of such goods and services, in accordance with the applicable Rules.

(ww)Merchant’s Local Currency shall mean the official currency in the Designated Territory where the Merchant Outlet is located unless otherwise agreed by the parties.

7

(xx)Merchant Outlet shall have the meaning defined in the Visa Rules.  

(yy)Merchant Revenue shall have the meaning as defined in Section 7.2(a).

(zz)Merchant Settlement Amount shall mean the amount payable to an Acquirer Merchant in respect of a Transaction pursuant to the Merchant services agreement between the Acquirer Merchant and Acquirer, before deduction of any amount chargeable by the Acquirer pursuant to the Merchant services agreement for the processing of such Transaction, as reported to Acquirer by Planet Payment pursuant to this Agreement and in the case of MCP Transactions such amount being the amount resulting from the conversion of the Purchase Amount to Merchant’s Local Currency by Planet Payment pursuant to this Agreement.  Amounts deducted shall include for this purpose all Interchange and assessments charged by the Card Association, with respect to such Transaction, whether or not separately billed to the Acquirer Merchant.

(aaa)MICROS shall mean MICROS Systems, Inc. and its Affiliates, their successors and assigns.

(bbb)MICROS Designated Territory shall mean a Designated Territory for which the relevant Designated Territory Addendum specifies that Gateway Services shall be provided in such Designated Territory.

(ccc)Monthly Total Fees shall have the meaning set forth in Section 7.4(d).

(ddd)Multi-Currency Pricing or MCP shall mean the offering, by a Merchant to a Cardholder at the Point of Sale, of goods and services priced in a choice of Transaction currencies, prior to the Cardholder’s presentation of a Card, where the Cardholder chooses to effect the Transaction in an Approved Currency.

(eee)Net FX Margin shall equal the Gross FX Margin less Merchant Revenue and Program Costs. 

(fff)Non-Approved Currency Transaction shall mean a Foreign Transaction in which the Card presented for payment is denominated in a currency that is not an Approved Currency.

(ggg)Non-DCC Transactions shall mean Domestic Transactions, Non-Approved Currency Transactions and Opt-Out Transactions.

(hhh)Opt Out Transaction shall mean a Foreign Transaction that is eligible to be processed as a DCC Transaction but where the Cardholder does not choose to complete the Transaction in the currency of the Card.  Opt Out Transactions are effected in the Merchant’s Local Currency.

(iii)PA-DSS shall mean the Payment Application Data Security Standard from time to time in effect, or its equivalent, or successor standard, as issued by the PCI Security Standards Council, or its successor.

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(jjj)Person or person shall mean any individual or entity other than a party. 

(kkk)Personal Information shall mean full names, social security numbers, passport numbers, credit card numbers (whether or not in combination with an expiration date, security code or cardholder’s name) and any other information that relates to an individual who can be identified from that information or from that information and other information in the possession or likely to come into the possession of the person receiving the data. Personal Information shall also include any information that would be considered “nonpublic personal information” under the Gramm-Leach-Bliley Act of 1999 or any analogous term under any other applicable privacy or consumer protection law.

(lll)Planet Payment shall have the meaning ascribed to it in the preamble.

(mmm)Planet Payment Merchant Accounting System or MAS shall mean the processing system owned and operated by Planet Payment that incorporates methodologies to make a financial record of Transactions as between an Acquirer Merchant, Acquirer and a Card Association; calculates and effects settlement of payments, costs, and adjustments with respect to Transactions; prepares statements concerning payments, costs, and adjustments with respect to Transactions; and has such other features related to the reconciliation, reporting and settlement of Transactions as may be required by Planet Payment.  The Planet Payment Merchant Accounting System is part of the Planet Payment Platform.

(nnn)Planet Payment Platform shall mean the processes, procedures, systems, computer software, hardware and related equipment (including the Planet Payment Merchant Accounting System) used (a) to receive, route, process, clear, account, convert, manage and store data relating to single or multi-currency Card Transactions pursuant to the terms and conditions as contained herein (including Planet Payment Switch and Multi-Currency Processing technology, and the software that identifies the currency of the Card, however that identification is accomplished) and (b) in performing any of the services hereunder, including the Planet Payment Processing Services that are provided, operated or maintained by Planet Payment directly or by third parties under contract with Planet Payment.

(ooo)Planet Payment Processing Services shall mean the authorization, clearing and settlement processes to be effected by Planet Payment for purposes of the Acquirer Program, with respect to Transactions presented to Planet Payment by Acquirer, and shall include provision of the Planet Payment Switch.

(ppp)Planet Payment Revenue shall mean the amount of Net FX Margin payable to Planet Payment hereunder.

(qqq)Planet Payment Switch shall mean Planet Payment’s authorization host and POS interface system.

(rrr)Point of Sale or POS shall mean the Merchant’s system, or device for dealing with Cardholders and effecting Transactions, including but not limited to a Card

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terminal, integrated sales property, point of sale management solution, or Internet website interface.

(sss)Presentment Gain shall mean a Settlement Gain created in a Foreign Transaction not presented to Planet Payment in a timely manner as prescribed in Section 7.5(b).

(ttt)Presentment Loss shall mean a Settlement Loss created in a Foreign Transaction not presented to Planet Payment in a timely manner as prescribed in Section 7.5(b).

(uuu)Program Costs shall mean the costs incurred by Acquirer for the purposes of the Acquirer Program as set forth in this Agreement and in Schedule 1 including, but not limited to, those related to the [*] fees, all [*] fees (including but not limited to [*] fees), all fees and costs incurred for [*] for [*] to enable [*] to recognize the [*],[*] expenses to enable the [*] fees, and any other fees referenced herein or on Schedule 1 as Program Costs.

(vvv)Purchase Amount shall mean (i) in the case of a DCC Transaction, the amount of a Transaction denominated in the Merchant’s Local Currency or the currency in which an ATM dispenses cash,  and (ii) in the case of an MCP Transaction,  the amount of a Transaction denominated in the Approved Currency in which the Merchant prices its goods and services for sale, at the particular Merchant Outlet in which the Transaction occurred, in all such cases prior to any conversion under the Program.

(www)Rules shall mean the bylaws, rules, regulations and procedures imposed by a Card Association, as they may be amended or supplemented from time to time.

(xxx)Service Level Standards shall mean the service level standards set forth in Schedule2.

(yyy)Settlement Gain shall mean the amount by which the Gross FX Margin exceeds the Target FX Margin.

(zzz)Settlement Loss shall mean the amount by which the Target FX Margin exceeds the Gross FX Margin.

(aaaa)Sponsor shall mean the Card Association member which sponsors Acquirer’s activities in the Designated Territory.

(bbbb)Target FX Margin shall mean (i) in the case of a DCC Transaction the Purchase Amount multiplied by the Currency Conversion Mark-up, or (ii) in the case of an MCP Transaction the Purchase Amount multiplied by the Currency Conversion

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Mark-up (for the purposes of conversion to the Merchant’s Local Currency), as the case may be.

(cccc)Term shall have the meaning set out in Section 9.1 hereof.

(dddd)Termination Assistance Periodshall have the meaning set out in Section 9.5 hereof.

(eeee)Timing Chart shall have the meaning set out in Exhibit A to Schedule 2.

(ffff)Transaction shall mean the purchase, or return for refund, by a Cardholder of goods or services at a Merchant by use of a Card, or a cash disbursement with such purchase (if and to the extent permitted by the Rules) by use of a Card.

(gggg)VAR shall mean a value added reseller, including any gateway, terminal or point of sale provider, that facilitates the authorization or clearing of Transactions for the purposes of the Program.  

(hhhh)Visa shall mean Visa, Inc. (a Delaware corporation) and its subsidiaries and Visa Europe (a membership association).

(iiii)Visa Card shall mean a Card that has been issued by a financial institution under the service marks of Visa.

The terms defined in this Section 1 have the correlative meanings when used in the singular or plural, as the context requires or implies.  References in this Agreement to articles, sections, subsections and schedules are to articles, sections, subsections and schedules of this Agreement unless specifically stated otherwise.  Other defined terms applicable to this Agreement may appear in the schedules or elsewhere in this Agreement.

2.Multi-Regional Agreement

2.1The parties acknowledge that they and their respective Affiliates have entered into various agreements for the provision of the services set forth herein in different jurisdictions around the world.  It is intended that this Agreement shall apply to all territories served by Acquirer and Planet Payment and shall replace all agreements for the provision of the services described herein presently in effect between the parties, other than as otherwise expressly set forth at Schedule 6 hereof, and subject to the terms of each Designated Territory Addendum.

2.2.The parties intend to enter into a Designated Territory Addendum with respect to each Designated Territory, which is to be subject to this Agreement and with effect from the effective date of each Designated Territory Addendum:

(a)The provisions of this Agreement shall apply to the Acquirer Program in such Designated Territory.

(b)The previous agreement between the parties and their Affiliates relating to such Designated Territory, as specified in the Designated Territory Addendum, shall be terminated and shall cease to have any further force or effect with respect to any Transactions processed in

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such Designated Territory on or after the effective date of the relevant Designated Territory Addendum. Such termination shall not affect the rights and obligations respectively of the parties with respect to any Transactions processed prior to the effective date of the relevant Designated Territory Addendum.

(c)The additional parties to the Designated Territory Addendum shall assume the terms and conditions of this Agreement, as modified by the relevant Designated Territory Addendum.

2.3In the event of any conflict between the provisions of this Agreement, any Designated Territory Addendum, and any mutually agreed-upon specifications with respect to any of the services to be provided hereunder, solely as it relates to the relevant Designated Territory and the parties to such Designated Territory Addendum, the order of priority shall be: (i) the Designated Territory Addendum; (ii) this Agreement; and (iii) any mutually agreed-upon specifications, except that the terms of any mutually agreed-upon specifications shall take priority over any conflicting terms contained in Section 3 or 4 of this Agreement, and over such variations to Section 3 or 4 as may be contained in the Designated Territory Addendum to which such specifications relate.

2.4Each Designated Territory Addendum shall have effect and be interpreted independently of each other Designated Territory Addendum and may be separately modified, terminated or extended without affecting any other Designated Territory Addendum.

3.Dynamic Currency Conversion Program

During the Term and, if applicable, any Termination Assistance Period, Planet Payment shall provide the services described herein for use in connection with the DCC Transactions of Acquirer Merchants located in the Designated Territory.  Planet Payment shall provide the services described herein in compliance with the provisions of this Agreement, each Designated Territory Addendum and with mutually agreeable specifications. The following is a description of some of the services in the context of a DCC Transaction subject to any amendments which may be set forth in each Designated Territory Addendum:

3.1An Acquirer Merchant prices its goods or services in the Merchant’s Local Currency, and a Cardholder decides to purchase such goods or services and presents his Card.

3.2The Acquirer Merchant swipes or inserts the Cardholder’s Card on a POS terminal owned or provided by Acquirer (or Merchant) that is enabled with software to allow for the processing of DCC Transactions.  The POS terminal application determines whether the Transaction is a Foreign Transaction or Domestic Transaction.  All Foreign Transactions will initially be routed to Planet Payment via the existing network infrastructure, communications links, and interfaces owned by Acquirer (or a third person) and in mutually agreed formats.  Domestic Transactions will not be routed to Planet Payment, but instead will be routed by the POS terminals via the Acquirer’s existing network to the Acquirer, and all such Domestic Transactions shall be authorized, cleared and settled by Acquirer (or a third person). Planet Payment will not be entitled to any compensation hereunder for Domestic Transactions.

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3.3Prior to submission to the applicable Card Association for authorization and clearing, Planet Payment will identify all Foreign Transactions routed to it by the Acquirer Merchants’ POS terminals as either eligible for processing as a DCC Transaction, or not (i.e., Non-Approved Currency Transactions).  If Planet Payment determines that a Foreign Transaction is a Non-Approved Currency Transaction, prior to submission to the applicable Card Association for authorization, it shall respond to the Acquirer Merchant’s POS terminal with a message indicating “un-supported currency” and the Acquirer Merchant’s POS terminal shall then reformat the authorization message and route it to the Acquirer Platform. All such Non-Approved Currency Transactions routed to the Acquirer, shall be authorized, cleared, and settled by Acquirer (or a third person). Planet Payment will not be entitled to any compensation hereunder for Non-Approved Currency Transactions.  

3.4Planet Payment shall convert the Purchase Amount of all DCC-eligible Transactions (i.e., Foreign Transactions except Non-Approved Currency Transactions) to the Approved Currency in which the particular Card is denominated at the “Effective Exchange Rate,” which shall be calculated by multiplying the Base Conversion Rate by the Currency Conversion Mark-up, and adding such product to the Base Conversion Rate.  The Cardholder Settlement Amount, along with the Effective Exchange Rate, shall then be communicated by Planet Payment back to the Merchant for communication to the Cardholder in accordance with the Rules applicable to DCC.  Planet Payment shall submit the transaction to the applicable Card Association for authorization after looking up the appropriate rate, as described above in this Section. Authorization may occur prior to or after communicating the rate and Cardholder Settlement Amount back to the Merchant for communication to the Cardholder, as agreed to by the parties depending on the POS environment.

3.5If the Cardholder does not choose to complete the Transaction in the Approved Currency of the Card, the Transaction becomes an Opt Out Transaction.  Planet Payment shall respond to the Acquirer Merchant’s POS terminal with a message indicating that the Cardholder has “opted out” and the Acquirer Merchant’s POS terminal shall then reformat the authorization message and route all such Opt Out Transactions to the Acquirer Platform, where they shall be authorized (if necessary), cleared, and settled by Acquirer (or a third person). Planet Payment will not be entitled to any compensation hereunder for Opt Out Transactions. 

3.6Pursuant to Section 3.4 above, Planet Payment will submit an authorization request for each such DCC eligible Transaction to the applicable Card Association utilizing Planet Payment’s Visa or MasterCard authorization interface, in an amount equal to the Cardholder Settlement Amount (in the Approved Currency of the Card). 

3.7All approvals and declines of authorization requests for Transactions shall be routed by Planet Payment to the Acquirer Merchant via the Acquirer Platform.

3.8For DCC Transactions that are authorized by the relevant Card Association, each Acquirer Merchant will initiate Transaction batch closings from its POS terminal.  The Planet Payment Switch will receive the batch close command and will prepare the Transactions for clearing to the Planet Payment Merchant Accounting System.  The Planet Payment Merchant Accounting System will receive inbound Transaction files from the Planet Payment Switch and will send authorization log files, settlement files and merchant funding files to Acquirer Platform in mutually agreed formats and at mutually agreeable intervals.  Acquirer will out-process the

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Transactions to Visa and MasterCard through the Acquirer Platform in the Cardholder Settlement Amount.

3.9Once the DCC Transaction has been cleared to the issuer of the Card, the Card Association will settle the Transaction by funding the BIN/ICA account established for Transactions processed by the Acquirer Platform in the Designated Territory in the Acquirer Settlement Amount.  The Acquirer Settlement Amount may differ from the amount submitted to the Card Association for authorization, due to exchange rate fluctuations between the time of authorization and the time of settlement.  Such fluctuation creates a Settlement Gain or Settlement Loss, explained further in Section 7.5(a).  The Acquirer (or the relevant Sponsor) shall be responsible for funding Acquirer Merchants for DCC Transactions in accordance with the terms of the agreement between such Acquirer Merchants and Acquirer.

3.10On each Banking Day, Acquirer will provide to Planet Payment, in a mutually agreed format, the designated clearing data files regarding each DCC Transaction submitted to and received from the Card Associations to enable Planet Payment to make calculations and generate reports relating to the Program as required under this Agreement. 

3.11 In the case of a Chargeback, Acquirer will receive Chargeback data from the applicable Card Association.  Acquirer will provide such information to Planet Payment, and Acquirer will be responsible for all Chargeback reporting.

3.12If Acquirer chooses to re-present the Chargeback, Acquirer will out-process the re-presented sales (or credits) to the applicable Card Association.  Acquirer will provide to Planet Payment re-presentment data out-processed to the applicable Card Association.  In addition, Acquirer will provide to Planet Payment on a daily basis a data file containing all exception items that are not included in the daily files received from each Card Association, including but not limited to all items rejected by the Acquirer Platform, all items rejected by the Card Association edit packages, and all re-presentments input into the Acquirer Platform relating to Foreign Transactions processed through the Planet Payment Platform.

3.13Using the DCC at ATMs Program, when a Cardholder inserts a Card at an ATM, the ATM determines if the Card is eligible for the DCC at ATMs Program.  If so, the Cardholder is presented with the option to be charged for the ATM withdrawal in the currency in which the Card is denominated and is shown the conversion rate and withdrawal amount in both the withdrawal currency and the currency in which the Card is denominated, in order to assist the Cardholder in making a decision. If the Cardholder “opts in” and decides to be charged for the withdrawal in the currency of the Card, the withdrawal is authorized and submitted to the relevant network for clearing and settlement in the currency of the Card. However, upon settlement to the Acquirer, the withdrawal Transaction is converted back into the settlement currency so that Acquirer can pay the ATM operator in the local currency, such that the ATM provider gets paid what it expected to get paid, i.e. the original price of the withdrawal in its local currency (plus any ATM usage  fee and less the usual processing fees). The Cardholder is billed the exact amount, in his local currency, as shown on the ATM screen that the Cardholder accepted electronically.  The ATM receipt reflects both the amount of the withdrawal in the local currency and the amount that Cardholder has agreed to be charged in the currency of the Card.  Fees relevant to the DCC at ATMs Program shall be as set forth on Schedule 1 of this Agreement.

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4.Multi-Currency Pricing Program

This Section 4 shall apply only with respect to the MCP Designated Territories and shall have no effect in any other territory, including any other Designated Territory or any excluded territory listed in Schedule 6. During the Term and, if applicable, any Termination Assistance Period, at Acquirer’s request, Planet Payment shall provide the services described herein for use in connection with the MCP Transactions of Acquirer Merchants located in the MCP Designated Territory.  Planet Payment shall provide the services described herein in compliance with the provisions of this Agreement, each Designated Territory Addendum and mutually agreeable specifications. With respect to any new MCP Designated Territories agreed after the date hereof, the obligations in this Section 4 shall be subject to completion of implementation of the Acquirer MCP Program in accordance with a project implementation plan to be mutually agreed upon. .  The following is a description of some of the services in the context of an MCP Transaction, subject to any amendments which may be set forth in each Designated Territory Addendum:

4.1An Acquirer Merchant prices its goods or services in one or more Approved Currencies and a Cardholder decides to purchase such goods or services at a price denominated in an Approved Currency and presents his Card for such purchase.

4.2The Cardholder enters his Card details on Merchant’s  Internet website or the Acquirer Merchant swipes or inserts the Cardholder’s Card on a POS terminal owned or provided by Acquirer (or Merchant) that is enabled with software to allow for the processing of MCP Transactions, or keys the Card details into a virtual terminal.  All MCP Transactions will be routed to Planet Payment via the existing network infrastructure, communications links, and interfaces owned by Acquirer (or a third person) and in mutually agreed upon formats.  Domestic Transactions will not be routed to Planet Payment, but instead will be routed by the POS via the Acquirer’s existing network to the Acquirer, and all such Domestic Transactions shall be authorized, cleared and settled by Acquirer. Planet Payment will not be entitled to any compensation hereunder for Domestic Transactions.

4.3Planet Payment will submit an authorization request for each MCP Transaction received by the Planet Payment Platform to the applicable Card Association utilizing Planet Payment’s Visa or MasterCard authorization interface, in an amount equal to the Cardholder Settlement Amount in the Approved Currency selected by the Cardholder.

4.4If the MCP Transaction is duly authorized by the Card Association, Planet Payment shall calculate the Merchant’s Settlement Amount by converting the Purchase Amount of such MCP Transaction from the Approved Currency in which the Transaction is priced, to the Merchant’s Local Currency at the “Effective Exchange Rate,” which shall be calculated by multiplying the Base Conversion Rate by the Currency Conversion Mark-up, and adding (or subtracting, as the case may be) such product to the Base Conversion Rate.  The Merchant Settlement Amount, along with the Effective Exchange Rate, shall then be communicated by Planet Payment back to the Merchant as part of the authorization message.

4.5If required by Acquirer or any particular Acquirer Merchant, Planet Payment shall make available tables of applicable Effective Exchange Rates for download by Acquirer Merchants. 

4.6The provisions of Sections 3.7 through 3.12 of this Agreement shall apply to MCP Transactions in the same manner that they apply to DCC Transactions.

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5.MICROS Payment Gateway Services

This Section 5 shall apply only with respect to MICROS Designated Territories and shall have no effect in any other territory, including any other Designated Territory or any excluded territory listed in Schedule 6.

5.1Gateway Services.  

(a)During the Term and, if applicable, any Termination Assistance Period, at Acquirer’s request, in each MICROS Designated Territory, Planet Payment shall provide to the Gateway Merchants the Gateway Services, with effect from the effective date of the relevant Designated Territory Addendum or such later date as mutually agreed by the parties.  The Gateway Services are subject to fees as set forth on Schedule 1 of this Agreement.

(b)Transaction Processing.  Planet Payment will authorize all Transactions received via the Gateway Services, including all Non-DCC Transactions, in accordance with the terms of this Agreement, except that with respect to any Domestic Transaction or Non-Approved Currency Transaction there shall be no conversion of the currency of the Transaction prior to authorization.  The provisions of Sections 3.8, 3.9 and 3.10 of this Agreement relating to batch closing and clearing and Settlement of Transactions shall apply to all Transactions authorized hereunder, including all Non-DCC Transactions.  The remaining provisions of this Agreement shall apply to Transaction Processing under this Section 5 to the extent applicable except that notwithstanding any other provision of this Agreement Planet Payment shall process Non-DCC Transactions in the manner set forth in this Section 5 and shall be entitled to be paid for such processing as set forth in this Section 5 and Schedule 1 hereto.

(c)Implementation.  The parties shall work together to develop and agree on an implementation plan for each MICROS Designated Territory detailing all steps to be undertaken by each party in order to implement the Gateway Services in accordance with this Section 5.

(d)Training.  Planet Payment will provide Acquirer employees training regarding the Gateway Services for the fees set forth in Schedule 1 hereto.

(e)Merchant Support. Planet Payment warrants and undertakes that MICROS shall be responsible for first-level customer support of the Gateway Merchants, which support shall include: (i) installation of the Gateway Services at the Gateway Merchant’s location, including testing to ensure the installation is operational; (ii) the fielding of and response to any question or query related to the Gateway Services; (iii) the deployment of certified terminals to the Gateway Merchants; and (iv) the training of the Gateway Merchants with respect to the operation of the certified terminal applications and best practices as necessary to ensure compliance with applicable Card Association regulations related to the offering of the Gateway Services to the Gateway Merchants’ customers, in accordance with the training materials and instructions provided by MICROS and Planet Payment. Gateway Merchant shall be solely responsible for payment to MICROS (pursuant to a separate agreement with MICROS) for any services, which are to be provided by MICROS, in relation to which Acquirer shall have no liability or responsibility in respect thereof whatsoever.

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(f)Service Level Standards.  Planet Payment agrees that the service level standards applicable to the Gateway Services shall be the same as set forth in Schedule 2 of this Agreement. Acquirer will exercise commercially reasonable efforts to notify Planet Payment of service level deficiencies with respect to the Gateway Services within twenty-four (24) hours of deterioration to aid Planet Payment in curing all deficiencies.

5.2Acquirer Obligations.

(a)Marketing Materials. In marketing the Gateway Services to the Acquirer’s Merchants, Acquirer shall only use such materials as (i) have been previously developed by Acquirer in connection with marketing activities for any MICROS products and have not been materially modified with respect to the products covered thereby or (ii) have been either provided or approved in writing by Planet Payment. Any changes in such materials shall be subject to the prior review and written approval of Planet Payment.

(b)Merchant Agreements.  Acquirer shall submit to Planet Payment a completed Gateway Services application for each Acquirer Merchant that wishes to purchase the Gateway Services and Acquirer shall enter into an agreement for the Gateway Services with Merchants, in such form as Planet Payment may reasonably agree, which agreement shall contain such terms and conditions of use as Planet Payment may notify Acquirer from time to time. Acquirer shall be solely responsible for negotiating all terms with its Merchants for use of the Gateway Services.

5.3Subcontractors. MICROS shall not be deemed to be a sub-contractor with respect to services that it provides to Acquirer or Acquirer’s Merchants.

5.4Warranties. Planet Payment warrants that the Gateway Services shall operate substantially in accordance with the provisions of this Agreement and in particular in accordance with the applicable Service Level Standards.  In the event of any failure of the Gateway Services to so operate Planet Payment’s sole obligation shall be to remedy the Gateway Services in accordance with the applicable Service Level Standards and to pay any charges set forth therein and no failure of the Gateway Services shall result in any damages or any refund of fees previously paid to Planet Payment.  This provision shall not limit the indemnification provisions of this Agreement.

6.Responsibilities

6.1BINs and ICAs.  Acquirer will arrange to make available a separate BIN and ICA to process and receive settlement funding of all Foreign Transactions processed by Planet Payment in the Designated Territory. The costs of the procurement of such BIN and ICA, as well as any annual fees associated with such BIN and ICA, will accrue to the Program Costs.  Planet Payment shall provide reasonable assistance to Acquirer in applying for the relevant BINs and ICAs and shall configure them as necessary to provide the Acquirer Program and to implement Acquirer’s reporting requirements for Visa and MasterCard Transaction settlement.  Planet Payment agrees that such BINs and ICAs shall be used exclusively for the benefit of the Acquirer.  At no time shall Planet Payment have access to any settlement proceeds relating to any BIN or ICA associated with Acquirer or any member.

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6.2POS Modifications, Certifications and Costs; Interchange Compliance Upgrades

(a)A number of POS terminal models and applications have been certified for use in each Designated Territory and will be compatible with the Acquirer Platform.  At no charge, Planet Payment shall, upon Acquirer’s request, provide reasonable assistance to the providers of POS terminals used by the Acquirer Merchants in developing applications for additional POS terminal models for use with the Program in the Designated Territory, as well as any necessary modifications to POS devices and applications in order to enable them to operate with the Program. The POS Terminal and Planet Payment terminal switch specification is available free of charge upon request. Planet Payment shall ensure that (a) such applications or modifications thereto meet its certification standards; and (b) the specifications provided by Planet Payment are compatible with the Acquirer Platform, are EMV Compliant (or will be when EMV compliance is required by any of the major card brands or regulators in the Designated Territory) and comply with the Account Security Program, PA-DSS and the Rules and in particular, but without limitation include a specification for the receipt to be printed at the POS terminal for DCC Transactions, which is compliant with the Rules relating to DCC. Planet Payment shall certify such applications and modifications to the Planet Payment Platform.  There shall be no charge for any certification provided in the foregoing sentence. Any costs incurred in connection with this Section 5.2 by Acquirer shall accrue to the Program Costs.

(b)Planet Payment agrees that it shall have no ownership of, or proprietary interest in, any software application developed for the POS devices in connection with the Program, including any modifications thereto, and that all such ownership and proprietary interest shall reside with Acquirer or the POS manufacturer, as the case may be.  Nothing herein shall imply any transfer of Planet Payment’s IP by virtue of delivery of specifications for software applications to Acquirer or Acquirer’s POS manufacturers.Nothing herein shall imply that Planet Payment shall not be responsible for an Infringement Claim arising out of the use of the specifications referred to above in accordance with the provisions of Section 10.1.

(c)In the event that any Acquirer Merchant or Acquirer chooses to use any VAR solution or services in connection with the processing of the DCC Transactions, Planet Payment shall allow such VAR to connect to the Planet Payment Platform at no cost, which shall include the provision of applicable specifications, technical assistance in the implementation of the VAR, and all testing and certification required, provided that (a) such VAR connection shall not require Planet Payment to undertake any development to the Planet Payment Platform; and (b) such VAR connection shall not require Planet Payment to process or route Domestic Transactions, Opt-Out Transactions or Non-Approved Currency Transactions.  Any amounts chargeable by such VAR for the routing of DCC Transactions which are paid by Acquirer and any other costs described in Section 1(c) of Schedule 1 shall be accrued to the Program Costs.  On a case by case basis the parties may mutually agree upon amounts chargeable by any such VAR, and if agreed upon such amounts which are paid by Planet Payment will be reimbursed to Planet Payment and be treated as Program Costs.

(d)(i)Planet Payment represents and warrants that the Planet Payment Platform is designed to qualify Transactions for the Merchant industries and Card Association Interchange programs that it currently supports and additional industries and programs that it will support in the future at the lowest Interchange rate achieved by Acquirer in the Designated Territory and that Planet Payment shall make such changes as are necessary to ensure the foregoing remains

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true. The sole remedies of Acquirer for any breach of the warranty and representation in the foregoing sentence shall be those set forth in this sub-section 6.2(d).

(ii)If (a) DCC Transactions processed by Planet Payment suffer an Interchange downgrade which means that such Transactions do not qualify for the lowest Interchange rate achieved by Acquirer in the Designated Territory for the applicable type of Transaction, and (b) such Interchange downgrade occurred as a result of the Planet Payment Platform or of any other act or omission of Planet Payment and was not as a result of the acts or omissions of any third party, including but not limited to any Acquirer Merchant, the relevant Sponsor, Acquirer or any of its Affiliates, then Planet Payment shall be responsible to remedy the situation as soon as possible after being notified of such downgrade.  After Acquirer notifies Planet Payment of the occurrence of the Interchange downgrade, Planet Payment shall be responsible to reimburse Acquirer for the additional Interchange amount charged by the Card Association for such downgrades, unless such amount is borne by a third party including the Acquirer Merchant, with respect to all such downgrades which occur after the date of such notification.  If (a) and (b) occurred as a result of the acts or omissions of any third party, including but not limited to any Acquirer Merchant, the relevant Sponsor, Acquirer or any of its Affiliates, but if the issue that caused the downgrade can reasonably be resolved by a change within the Planet Payment Platform identified by Acquirer, Planet Payment shall be responsible to make such change as soon as possible after notification of the change by Acquirer and in any event within 30 days thereafter.  If however, the resolution cannot immediately be identified by the parties, Planet Payment shall promptly upon notification of the downgrade apply sufficient dedicated resources as soon as possible in order try to identify the cause of the downgrade and whether it is something that can reasonably be resolved by a change within the Planet Payment Platform, or whether it is something that is outside of Planet Payment’s control.  If it turns out to be a matter outside of Planet Payment’s control then Planet Payment shall have no responsibility whatsoever under this section, either to remedy the problem causing the downgrades or make any payment to Acquirer.  If a required  change to the Planet Payment Platform is identified by either party then Planet Payment shall make such change as soon as possible and Planet Payment shall be responsible to reimburse Acquirer for the additional Interchange amount charged by the Card Association for such downgrades, which result from the failure to make such change, unless such amount is borne by a third party including the Acquirer Merchant, with respect to all such downgrades, which occur more than thirty (30) days after the date of notification of the required change to or by Planet Payment.  Nothing herein shall require Planet Payment to routinely report, analyze or investigate Interchange downgrades, except that it shall investigate downgrades and the reasons therefor, when notified of a problem by Acquirer.  In such an event, the parties shall work together to identify the problem, including Acquirer providing assistance with obtaining all regional Card Association information and bulletins, which may be relevant.

(iii)  In the event that Acquirer wishes Planet Payment to support Merchant industries and Card Association Interchange programs that it does not currently support, or wishes to change the way in which Planet Payment supports Interchange programs for currently supported Merchant industries then Acquirer shall give Planet Payment advance notice thereof and shall provide Planet Payment with all relevant information, including all regional Card Association information and bulletins to enable it to make required changes to its Platform.  Planet Payment shall use reasonable commercial efforts to make the necessary changes to support the additional Interchange programs as soon as possible and in any event within 30 days

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after receipt of all necessary information from Acquirer, or such other date as the parties may agree.  In such an event the provisions of Section 6.2(d)(ii) above shall be applicable on the earliest of (a) the date Planet Payment supports such Merchant industry or Interchange program or (b) on the 31st day after Planet Payment’s receipt of notice in according with the foregoing two sentences, or such other date as the parties may agree. 

(iv)In addition, in the event that during the Term of this Agreement and any Termination Assistance Period any Card Association offers other incentives, or charges penalties which, in order to be earned or avoided, require Planet Payment to make changes to the Planet Payment Platform or the manner in which the Planet Payment Processing Services are provided, then at the request of the Acquirer but, at no additional cost to Acquirer, Planet Payment shall make such changes within the time periods specified by such Card Association in order for Acquirer to avoid such penalties at the earliest applicable time depending upon the terms of such penalty. In the case of incentives, Planet Payment shall make such changes and use commercially reasonable efforts to make such changes within the time periods specified by such Card Association in order for Acquirer to earn such incentives at the earliest applicable time depending upon the terms of such incentive.

(v)Any amounts under this sub-section due to Acquirer may be paid by way of deduction from the Planet Payment Revenue, at Acquirer’s option.

6.3Transaction Networks

All Transactions transmitted from Acquirer Merchant POS terminals to the Planet Payment Platform shall be transmitted via a network, consisting of network infrastructure, communication links, and interfaces, provided by Acquirer.  Acquirer shall make (or cause to be made) (if required) such modifications to the Acquirer Platform, its network infrastructure, communication links, and interfaces to facilitate the integration between such network infrastructure, communications links and interfaces and the Planet Payment Platform, as necessary for Acquirer to participate in and support the Program.  Planet Payment shall not use such network for any purposes other than the Program, without the prior consent of Acquirer.

6.4Planet Payment Platform.

(a)Authorization HostThe Acquirer Merchants and certain VARs will utilize the Planet Payment Platform in order to facilitate the authorization of DCC and MCP Transactions under the Program.  It is understood that the Planet Payment’s authorization host is a component of the Planet Payment Platform and, as such, the software, technology and processes comprising the Planet Payment authorization host are proprietary to Planet Payment.  Acquirer acknowledges and agrees that for load balancing, back-up or redundancy purposes their traffic may be moved to different Planet Payment sites for authorizations, provided that the service is not affected.  Planet Payment represents and warrants that all sites and Transaction re-routing are operated in accordance with the applicable Account Security Program.

(b) Planet Payment Merchant Accounting SystemAcquirer, Merchants and certain VARs may utilize the Planet Payment Merchant Accounting System in order to access data, calculations, and reporting relating to DCC and MCP Transactions as provided by Planet Payment hereunder.  It is understood that the Planet Payment Merchant Accounting System is a

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component of the Planet Payment Platform and, as such, the software, technology and processes comprising the Planet Payment Merchant Accounting System are proprietary to Planet Payment.

6.5Merchant Set-up  Planet Payment will be responsible to set-up a Merchant pursuant to Acquirer’s instructions in accordance with the templates mutually agreed upon by the parties.  Acquirer shall from time to time submit Merchant and Merchant Outlet information to Planet Payment for boarding on the Planet Payment Platform, using the Bulk File in such manner as Planet Payment shall reasonably require.  The Bulk File load interface facilitates the setup and maintenance of various data elements that, when put into production, will have a direct financial impact to a number of areas of Acquirer’s Merchant portfolio including Merchant information, pricing, fee and revenue billing and sharing.  Whether using the Bulk File interface or paper submissions, Acquirer has sole responsibility, and Planet Payment is not responsible, for all financial consequences arising out of any errors or omissions by Acquirer in the setup and maintenance of those data elements and the Bulk File content provided by Acquirer. If Planet Payment identifies in the Bulk File any deviations from contractually agreed to items, such as revenue sharing, Planet Payment shall notify Acquirer and will expect any issues to be rectified as soon as practicable but notwithstanding the foregoing Planet Payment has no obligation to review the contents of the Bulk File submitted by Acquirer, other than to ensure data integrity of the File for loading purposes, in accordance with the current Bulk File specification.

6.6Merchant Customer Service

(a)Planet Payment has provided and will continue to provide training to Acquirer’s personnel in order to enable such personnel to successfully market the Program and shall provide reasonable assistance to Acquirer in training Acquirer Merchants in order to enable them to comply with all Card Association Rules regarding their offering of the Dynamic Currency Conversion service.

(b)In the same manner that Acquirer provides customer service to its Acquirer Merchants regarding non-DCC services, it will also provide first level support (only) to Acquirer Merchants regarding DCC services, which shall mean initial inbound telephonic or written troubleshooting.  Planet Payment will train the designated Acquirer representatives on the DCC process in any new Designated Territory that was not supporting DCC prior to the date hereof.  Planet Payment’s PWEB system will enable Acquirer to provide the information needed to resolve most Merchant inquiries relating to financial aspects of their DCC Transactions.  If there are questions regarding DCC processing or revenue share that Acquirer cannot answer, Acquirer will liaise with Planet Payment to report and resolve the inquiry.  Planet Payment will make a designated operations point of contact available for such purpose 24 hours a day 7 days a week and the parties will agree on a process for receiving, tracking, and resolving customer inquiries with the Acquirer, in each Designated Territory. 

(c)Acquirer shall also provide first-level POS terminal help desk support (initial inbound telephonic or written troubleshooting) for its Acquirer Merchants who have problems regarding the DCC functionality of their POS terminals.  Planet Payment will train the designated Acquirer representatives (or designated representatives from any other entity who may provide terminal support to Acquirer Merchants) on the elements of DCC processing that are pertinent to POS terminals in any new Designated Territory that was not supporting DCC prior to the date hereof.  Planet Payment’s PWEB system will enable Acquirer to provide the

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information needed to resolve most Merchant inquiries.  If there are questions regarding DCC processing on POS terminals that Acquirer cannot answer, Acquirer will liaise with Planet Payment to report and resolve the inquiry.  Planet Payment will make a designated POS terminal specialist point of contact available for such purpose 24 hours a day 7 days a week and the parties will agree on a process for receiving, tracking, and resolving POS terminal issues and inquiries with the Acquirer, in each Designated Territory.    

6.7Reporting.

(a)Acquirer Reports.  Planet Payment will perform all revenue calculations and calculate and track the Purchase Amounts, Acquirer Settlement Amounts, Merchant Settlement Amounts, Gross FX Margins, Presentment Gains, Presentment Losses, Settlement Gains, Settlement Losses, and Interchange Differentials for all purposes under this Agreement.  Planet Payment will generate and provide to Acquirer electronic reporting to substantiate all such settlement and revenue calculations, settlement and presentment gains/losses, in a mutually agreed upon format and at mutually agreeable intervals, which shall initially comprise the reports set forth in Schedule 2, paragraphs C2 and C3.  Planet Payment will provide certain personnel designated by Acquirer with full access to Acquirer’s data which is stored in the Planet Payment Merchant Accounting System via a secure and Account Security Program-compliant web interface, in accordance with mutually agreed procedures. Planet Payment’s reporting obligations under this section shall be carried out in accordance with Acquirer’s reasonable requirements and Planet Payment represents and warrants that all reports accurately represent all data received by the Planet Payment Platform from Acquirer relating to Transactions, as well as all calculations required hereunder in relation thereto. Acquirer agrees to promptly review all reporting and data files provided or made available by Planet Payment, as well as Acquirer’s own Transaction records and to monitor and reconcile all Acquirer Merchants’ activities, the underlying Transactions, revenue and fee calculations, billing and adjustments relating to all Transaction processed hereunder; provided, however, that its failure to promptly identify any errors or discrepancies shall not in any way adversely impact its legal rights and remedies available hereunder. Planet Payment shall provide Acquirer with access to PWEB-Multi-BIN Acquirer, PWEB-Acquirer, and PWEB-Participant. Planet Payment shall make PWEB-Participant available to any party designated by Acquirer, who has a reasonable need to use that system for the purposes of the Program. 

(b)Merchant Reporting.Planet Payment shall make available to Acquirer Merchants certain information regarding their Transactions processed under the Acquirer Program, via Planet Payment’s “MWeb” Internet based reporting system, in accordance with the MWeb documentation.  Enhanced or customized reporting and data analytics reports may be provided to Acquirer Merchants but there may be a reasonable additional cost to such Acquirer Merchant in connection with such enhanced or customized reporting, to be agreed by the parties, which shall be shared by the parties in such proportions as they shall agree.

6.8Suspension of Approved Currencies.  Planet Payment may suspend processing for any Approved Currency in accordance with the following procedure: 

(a)If Planet Payment suspends processing for any particular Approved Currency, it shall notify Acquirer in accordance with the contact information set forth in Schedule 2, as soon

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as practicable after the suspension commences.  Such notification shall be completed within 2 hours of the suspension.

(b)Planet Payment shall within 24 hours after the suspension provide Acquirer a written explanation of the reason for the suspension and Planet Payment’s initial proposal for dealing with the situation.

(c)Thereafter the parties shall promptly meet to discuss the conditions that gave rise to the suspension and endeavor to agree to a methodology for deciding whether and when the suspension can be lifted.

(d)Once the parties are reasonably satisfied that it is reasonably safe to re-commence processing of the relevant Approved Currency, having regard to the currency or other market risks involved, the suspension shall be lifted.

(e)If the parties are unable to agree on the lifting of any suspension, then such suspension shall continue in effect.

6.9Changes to the Service. At any time Acquirer may elect to make changes to the services being provided hereunder or to add features and functionality as long as those changes are currently offered by Planet Payment or can be supported by Planet Payment with a minimal level of effort and provided that such changes shall not require Planet Payment to process or route Domestic Transactions, Opt-Out Transactions or Non-Approved Currency Transactions; all such changes shall be provided at no additional charge by Planet Payment.  In the event Acquirer elects to make changes to the services being provided hereunder or to add features and functionality other than as described immediately above, the parties agree that they will work together in good faith to determine if compensation should be paid to Planet Payment for such changes; provided that in the event any change(s) or enhancement(s) to Planet Payment’s system platform are made that are beneficial to both Planet Payment and Acquirer with respect to revenue opportunities, the parties will negotiate in good faith to determine whether such change(s) and enhancement(s) should be provided at no additional cost(s) and with no adjustment(s) to the Net FX Margin.  Acquirer shall give Planet Payment written notice of the required changes and Planet Payment shall respond within a reasonable time notifying Acquirer whether it can make such changes in accordance with the provisions of this section and if so, giving an estimate of how long it will take to make such changes, and whether (other than those changes described in the first sentence of this Section) it seeks compensation for making such changes.

6.10Notice of Going Concern Opinion. For the duration of the Term, Planet Payment shall furnish to Acquirer prompt (and in any event within five business days) written notice of the issuance by its independent public accountants of a “going concern” opinion. Any notice delivered under this Section shall be accompanied by a statement of an executive officer of Planet Payment setting forth the reasons such an opinion was issued and any action taken or proposed to be taken with respect thereto.

6.11Vendor Management.  Planet Payment shall make commercially reasonable efforts to, within twelve (12) months after the Effective Date, establish, implement and maintain a formal vendor management program for assessing and managing risk associated with third parties that

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have access to Acquirer’s data in order to ensure Acquirer’s compliance with the FFIEC Outsourcing Technology Services requirements with respect to Planet Payment and its third party vendors. Planet Payment’s vendor management program shall include formal documentation of due diligence, risk assessment and vendor monitoring procedures, with proper oversight.

6.12Succession Planning.  Planet Payment shall make commercially reasonable efforts to, within twelve (12) months after the Effective Date, establish, implement and maintain a formal succession plan for key personnel, which will address the identification and training of successors for these key roles. The succession plan (or a separate plan) will provide for a formal training and cross-training program to minimize the risk of a loss of institutional knowledge in connection with the departure of key personnel.

6.13Access and Security Reporting.  Planet Payment shall, on a monthly basis, provide Acquirer with a detailed report of its access, security, business continuity and disaster recovery activity, the specific contents of which shall be mutually agreed by the parties; provided that no report shall be provided for a month during which there is no such activity to report.In addition, Planet Payment shall provide detailed reports with respect to each of the following, in each case promptly after its occurrence: (i) changes to key security personnel and substantive changes to policies and protocol, (ii) the occurrence and resolution of critical security incidents, (iii) results of any third-party assessments (such as, without limitation, PCI compliance and certifications, penetration testing and SSAE 16 reports) and (iv) results of any disaster recovery testing.

7.Revenue, Fees and Sharing of Costs

7.1Currency Conversion Mark-up.  Acquirer, in its sole discretion, will set the Currency Conversion Mark-up for each Acquirer Merchant location (which will apply to all DCC Transactions and MCP Transactions submitted to Planet Payment from such location under the Program) and will notify Planet Payment of such Currency Conversion Mark-up in the set up form for such location.  In the event there is a material shift in market conditions, Acquirer and Planet Payment agree to discuss in good faith whether the Currency Conversion Mark-up should be modified.  Acquirer shall have the right to change the Currency Conversion Mark-up for any Acquirer Merchant upon not less than 48 hours notice to Planet Payment.   

7.2Distribution of DCC Revenue. 

(a) Merchant Revenue.  The Acquirer may offer as compensation to its Acquirer Merchants a portion of the Gross FX Margin as compensation for participation in the Acquirer DCC Program (“Merchant Revenue”).  Acquirer agrees that in setting the Merchant Revenue it will not [*] in the [*], which is [*] than the [*] in the [*].  However, exceptions to that general rule may be made, in Acquirer’s sole discretion, on a case by case basis where reasonably

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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required, in Acquirer’s sole opinion, to secure particular Merchant business; provided, however, that without the prior written (including email) approval of Planet Payment (which Planet Payment shall not unreasonably withhold), Merchant Revenue for any particular Merchant shall not exceed [*] of the Purchase Amount of anyDCCTransaction for which Planet Payment’s portion of the Net FX Margin as set forth in Section 1 of Schedule 1, calculated at the time the consent is requested after giving effect to the proposed Merchant Revenue, would be less than [*]. Notwithstanding the foregoing, Acquirer shall not be required to obtain Planet Payment’s consent with respect to any Merchant that, immediately prior to the effective date of the relevant Designated Territory Addendum, was an Acquirer Merchant (or an Affiliate of an Acquirer Merchant) entitled to receive Merchant Revenue in excess [*] ([*]%), whether in the relevant Designated Territory Addendum or any other territory. Within five (5) business days after receipt from Acquirer of a written (including email) request for such consent, Planet Payment shall either provide its written consent or explain, in writing (including email), the specific reasons it believes the proposed Merchant Revenue is not consistent with market prices in the Designated Territory. If Acquirer does not receive Planet Payment’s written response within five (5) business days after submitting Acquirer’s request for such consent, Planet Payment’s consent shall be deemed to have been given. Planet Payment represents that the Planet Payment Merchant Accounting System has the capability to calculate merchant revenue sharing amounts on a per-Merchant basis, at Acquirer’s option. Planet Payment will be responsible for calculating the Merchant Revenue on a monthly basis. Planet Payment shall make reports available and provide files to Acquirer (in a mutually agreeable format and at mutually agreeable intervals) detailing each participant’s revenue share. Planet Payment shall have no responsibility for making any payments of any kind due to Acquirer Merchants.

(b) Planet Payment Revenue and Acquirer Revenue.  In consideration of Planet Payment’s services provided hereunder, Planet Payment will be entitled to receive such portion of the Net FX Margin as is set forth in Section 1 of Schedule 1 and Acquirer shall be entitled to the balance as the Acquirer Revenue.  Notwithstanding the above in the event that the calculation pursuant to Section 1 of Schedule 1 results in Planet Payment receiving less than [*] of the Purchase Amount of any DCC Transaction, then the Planet Payment Revenue shall be increased with respect to such DCC Transactions to the extent necessary for Planet Payment to receive [*] of the Purchase Amount of such DCC Transactions.  In the event that in accordance with Section 7.2 (a) above, the prevailing market practice in the Designated Territory results in a general increase in levels of Merchant Revenue and/or a general decrease in levels of Currency Conversion Mark-Up, and as a result the provisions of the previous sentence are required to be applied on a broad basis across Acquirer’s Merchant portfolio, then the parties shall in good faith discuss a reduction in such minimum amount having regard to the then prevailing market conditions.

(c)VAT and Similar Taxes.In the event that value added taxes or sales taxes are imposed on gross revenues or charges, with respect to the whole or any part of the Net FX

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Margin, such taxes shall be shared by the parties in the same proportion as they share the Net FX Margin. To the extent that such taxes are recoverable from or chargeable to Acquirer Merchants (or any other third person), such amount recovered or charged shall be shared by the parties in the same proportion as they share the Net FX Margin.  Notwithstanding the foregoing, each party shall be solely responsible for business, income, or other similar taxes imposed (via withholding or otherwise) on the revenue share or other amounts paid to such party under this Agreement.

(d)Withholding Taxes.Notwithstanding the foregoing, each party shall be solely responsible for business, income, or other similar taxes imposed on the revenue share or other amounts paid to such party under this Agreement.  To the extent that Acquirer intends to pay Planet Payment its revenue share and fees due hereunder from within the Designated Territory and such payments shall be subject to deductions for withholding taxes in accordance with applicable law in the Designated Territory, the following provisions shall apply.

(i) Not less than thirty (30) days prior to commencement of any withholding hereunder, or any change in the withholding hereunder, Acquirer shall provide Planet Payment reasonable advance notice, together with a written basis for the obligation to withhold taxes from such payments, or to change the amount of taxes to be withheld from such payments.  In addition, Acquirer shall provide such documentation as Planet Payment may reasonably require in order to claim credit for the taxes so withheld against taxes payable in its home jurisdiction.

(ii)        Acquirer shall make commercially reasonable efforts, including such commercially reasonable steps as may be requested by Planet Payment, in order to minimize or eliminate the amount withheld from payments to Planet Payment. Planet Payment shall be responsible for all costs incurred at Planet Payment’s request to minimize or eliminate withholding taxes, which shall be passed through to Planet Payment.

(iii)      For so long as it continues to withhold any taxes hereunder, Acquirer shall  prepare and file all tax returns, certificates of withholding and other documentation to be filed by Acquirer and/or provided to Planet Payment evidencing the withholding tax amounts and the payment by Acquirer of such taxes to the relevant authorities.  Acquirer shall in addition provide such documentation as Planet Payment may reasonably require in order to claim credit for the taxes so withheld against taxes payable in its home jurisdiction.

7.3Distribution of MCP Revenue.  

(a)Typically, Merchants do not share in Gross FX Margin arising from MCP Transactions, as they have the ability to set the price in the Approved Currency, at their discretion. Pursuant to Section 4.5 above, Acquirer Merchants can be provided with the applicable Effective Exchange Rates so that they can calculate the cost to them of the service and to assist them in setting the appropriate Purchase Amounts in each Approved Currency.  Neither Planet Payment nor Acquirer has any responsibility for setting any Acquirer Merchants’ prices in any currency, which shall be each Merchant’s sole responsibility. In consideration of Planet Payment’s services provided hereunder, with respect to MCP Transactions in each MCP Designated Territory of each Acquirer Merchant Outlet participating in the Acquirer MCP Program, Planet Payment will be entitled to receive a share of the Gross FX Margin calculated as set forth in Section 2 of Schedule 1.

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7.4Fees for Gateway Services.

(a)Acquirer shall be solely responsible for the billing and collection of all fees for the Gateway Services from Gateway Merchants.  Planet Payment shall provide Acquirer with the reporting in connection with such billing and collection, but such billing and collection shall be in Acquirer’s sole control and discretion.

(b)Acquirer agrees to pay to Planet Payment fees for the processing of Non-DCC Transactions received by Planet Payment from the Gateway Merchants by means of the Gateway Services, as more particularly set forth in Schedule 1 hereto.

(c)Fees for the processing of DCC Transactions shall be as set forth in this Agreement, subject to the additional fees payable to MICROS, which are to be shared by the parties, as more particularly set forth in Schedule 1 hereto.

(d)On a monthly basis, Planet Payment shall calculate the total fees applicable to Transactions processed by the Gateway Merchants in the prior calendar month (“Monthly Total Fees”) and invoice Acquirer for the amount due from Acquirer to Planet Payment in each MICROS Designated Territory pursuant to this Section 5.  All invoices rendered pursuant to this Section 5 shall be due and payable within fifteen (15) days of receipt by Acquirer, provided that there is no valid dispute on such invoice, in which event Acquirer shall pay the undisputed amount on a timely basis.

(e)All amounts shall be payable to Planet Payment to such account(s) as Planet Payment shall designate in the Acquirer’s settlement currency of the relevant MICROS Designated Territory, or at the Acquirer’s option in Hong Kong or U.S. dollars.

7.5Exchange Rate Fluctuation Risk.

(a)Settlement Gains/Losses.  The parties acknowledge that fluctuations may occur between the currency conversion rates used at the time of authorization and those used at the time of settlement of Foreign Transactions by the Card Associations.  Such fluctuations will affect the Acquirer Settlement Amount and therefore the amount of Gross FX Margin that may be earned with respect to particular Foreign Transactions, which may be higher or lower than the amount anticipated at the time of the Transaction, thus creating either Settlement Gains or Settlement Losses.   The parties will share such Settlement Gains and Settlement Losses in the proportions in which they share the Net FX Margin unless Acquirer elects to pass through any or all of such Settlement Gains and Settlement Losses to the Acquirer Merchant.  

(b)Timely Manner.  As a general rule the parties will only bear the exchange rate fluctuation risk for Foreign Transactions that are presented to Planet Payment in a timely manner.  As a general rule the Acquirer Merchant shall solely bear the amount of any Presentment Losses incurred for Foreign Transactions presented to Planet Payment more than 48 hours following the Transaction date and time (or such other time limit as may be agreed to by the parties).  The Acquirer Merchant shall be charged (or the Merchant Settlement Amount offset by) such Presentment Losses.  Any fee charged to Acquirer Merchants by the Acquirer for such late presentment shall be divided between the parties in the proportions in which they share the

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Net FX Margin.  All Presentment Losses for any reason not charged to the Acquirer Merchant, and all Presentment Gains not passed through to the Acquirer Merchant, shall be shared by the parties in the proportions in which they share the Net FX Margin.  Although Acquirer shall use commercially reasonable efforts to obtain an agreement of the Acquirer Merchant to cover such Presentment Losses and Presentment Gains, nothing herein shall prohibit Acquirer from agreeing not to pass through to the Merchant such Presentment Losses and Presentment Gains.

(c)  E-commerce Merchants.Notwithstanding the provisions of Section 7.5(b) of this Agreement, in appropriate circumstances, in its sole discretion Acquirer may extend the period for presentation of MCP Transactions by Acquirer Merchant from 48 hours to up to seven (7) days following the Transaction date and time.  Typically this will only be offered to e-commerce Merchants who require delayed capture of their Transactions in order to allow for delayed shipping of goods.  In such cases Acquirer in its sole discretion may increase the Currency Conversion Mark-up applicable to such Merchants’ MCP Transactions to reflect the additional risk by an amount determined after consultation with Planet Payment.  For the avoidance of doubt the period for presentation shall not be extended beyond such seven (7) day period without the prior written agreement of both parties.

7.6Deposit of Proceeds & Calculation of Revenue and Fees.   Card Association daily deposits to Acquirer or Sponsor will contain the Acquirer Settlement Amount, which includes the Gross FX Margin for Foreign Transactions successfully processed under the Program.  On each Banking Day the Gross FX Margin and the Merchant Revenue earned in respect of Transactions processed since the last Banking Day shall be calculated by Planet Payment in accordance with the provisions of this Agreement. Planet Payment shall provide web-based reporting (compliant with the applicable Account Security Program) to Acquirer showing all applicable Merchant activity and Transactions and the calculation of payments with respect thereto, on the Banking Day following the Transaction date.

7.7Calculation of Net FX Margin & Payment.    The parties shall exchange information relating to Program Costs (including copies of relevant invoices if applicable) that will need to be deducted from Gross FX Margin in order to calculate the Net FX Margin for the relevant month, by the last day of each month.  Failure to provide a Program Cost incurred in any month does not waive Acquirer’s right to submit such Program Cost at a later date and such Program Cost will be deducted in the month in which it is submitted. Planet Payment shall calculate the Net FX Margin and the respective Revenue shares of all participants in the Acquirer Program for each month and submit a report thereof (“Monthly Revenue Report”) to Acquirer within [*] after the end of each month.  In the event that the Program Costs payable for a particular month exceed the amount of the Net FX Margin earned in that month, then the amount of any excess Program Costs shall be carried forward to the subsequent month(s), until such Program Costs have been credited in full.  If required, within [*] after the end of each month, Planet Payment will submit to Acquirer the relevant payment information file, in order for Acquirer (or the

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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relevant Card Association member) to be able to effect payment to the Acquirer Merchant, the parties and any other participants in the Acquirer Program of their respective Revenue amounts applicable to the Transactions processed for Acquirer Merchants through the Acquirer Program during the previous month.  Payments due from Acquirer to Planet Payment shall be made within [*] after delivery of a Monthly Revenue Report, unless Acquirer objects to such Monthly Revenue Report or the related payment information. Acquirer shall notify Planet Payment if it has objections to any items therein and, as a result, Acquirer does not intend to process the relevant payment on a timely basis.  If the parties cannot resolve the issue expeditiously, Planet Payment shall be entitled to submit a further Monthly Revenue Report and/or payment information, for payment of all items which are not in dispute and Acquirer shall process such payment within a reasonable time after receipt and in any event within [*].  Notwithstanding the foregoing, any failure by Acquirer to notify Planet Payment of any objections or payment by Acquirer hereunder does not prohibit Acquirer from reviewing and disputing such Monthly Revenue Report or payment information at a later date. Notwithstanding the foregoing, any submission of a Monthly Revenue Report or related payment information does not prohibit Planet Payment from reviewing and disputing any Program Costs included therein at a later date.  All payments to Planet Payment shall be made in the currency in which the Acquirer received settlement proceeds from the Card Association for the relevant Transactions or, at Acquirer’s option, in U.S. Dollars.

7.8Interchange Differential.  With respect to any DCC Transaction, it is understood that the difference between the Purchase Amount (at the Base Conversion Rate) and the Cardholder Settlement Amount will incur Interchange costs and assessment costs (“Interchange Differential”).  If Acquirer’s agreement with Acquirer Merchant for DCC services so provides, Acquirer Merchant shall solely bear the amount of such Interchange Differential incurred for DCC Transactions presented to Planet Payment, and the Acquirer Merchant shall be charged (or the Merchant Settlement Amount offset by) such Interchange Differential.  In the absence of such agreement by Acquirer Merchant or in the event that Acquirer is not able to collect such amount from the applicable Acquirer Merchant, such Interchange Differential shall be shared by the parties, in the proportions in which they share the Net FX Margin.

7.9Chargebacks, fines, fees, penalties. If the Acquirer Merchant does not pay any chargebacks, fines, fees, or penalties due with respect to any Foreign Transaction, any such amount shall be borne solely by the Acquirer unless any such chargeback, fine, fee, or penalty resulted from any error or omission by Planet Payments, Planet Payment’s Platform, or Planet Payments Processing Services, in which case, it shall be borne solely by Planet Payment and Planet Payment shall promptly pay any such amount in full to Acquirer or, at Acquirer’s option,  Acquirer shall have the right to deduct any such amounts due from the Planet Payment Revenue due hereunder.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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8.Marketing and Sales Process

8.1Marketing & Branding.  Once successfully implemented, the Acquirer may, as applicable, make the Program generally available to the Acquirer Merchants in the Designated Territory throughout the Term. Acquirer in its sole discretion shall decide how it wishes to market and sell the Acquirer Program.  Acquirer may in its sole discretion refer to Planet Payment in its marketing of the Program and the Program may be described as being “provided through” or “powered by” Planet Payment or some statement substantially similar in form that is reasonably acceptable to Planet Payment.  Planet Payment hereby gives Acquirer a license to use its name, trademarks, and logos in connection with the Acquirer Program.  In the event that there is a repeated breach of the Service Level Standards set forth herein, Acquirer shall be relieved from all obligations contained in this section, until such time as the problem is rectified to its reasonable satisfaction.  

8.2Marketing Support.  At no additional cost, Planet Payment will provide such marketing support as Acquirer may reasonably require in connection with marketing the Acquirer Program to Merchants, including but not limited to:

(a)The participation of Planet Payment personnel at meetings or conference calls with Merchants;

(b)Assistance in the creation of collateral materials;

(c)Assistance in the drafting of contractual agreements and addenda for Acquirer’s Merchants; and

(d)Assistance with training Merchants in the use of Planet Payment’s systems and reports, which will be made available to such Merchants under the Acquirer Program and the operation of the Acquirer Program, including but not limited to use of Planet Payment’s MWeb on-line reporting system and the provision of suitable training materials. 

8.3Non-Solicitation/Channel Conflict.Neither Planet Payment nor any of its parents, Affiliates, or subsidiaries, including without limitation Planet Payment Solutions, LLC or their respective Independent Contractors (as defined in Visa Rules), shall solicit any Acquirer Merchant to use any Card acceptance services, which Planet Payment knows or reasonably should have known are competitive to those of Acquirer or of any Affiliate of Acquirer (including the DCC services contemplated hereunder) during the Term of this Agreement or any Termination Assistance Period.  The foregoing sentence shall survive the termination of this Agreement for a period of three years with respect to Acquirer Merchants who participated in the Program at any time during the Term of this Agreement.  The provisions of this Section shall not apply in the following circumstances and nothing herein shall prevent Planet Payment at any time (whether during or after the Term of this Agreement) (a) from providing processing services (i.e. authorization, clearing, settlement and related acquiring processing services, including DCC and other multi-currency processing) to any Acquirer Merchant on behalf of a third party acquirer; (b) from acceptance by Planet Payment of unsolicited submissions of Merchants for merchant acquiring from third party acquirers and third party agents, and from processing for such Merchants; or (c) from supporting the activities of a third party acquirer in the ordinary course, including but not limited to participation in conferences with such acquirer and

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preparation of general marketing, sales and solicitation materials, provided that in either (a) (b), or (c) above Planet Payment did not participate actively in the solicitation of such Acquirer Merchant for such third party acquirer and provided that no Confidential Information of any kind was used in any way, or can be used in any way either during or after termination of this Agreement.  For the purposes of this sub-section: “acquirer” shall mean any bank or financial institution which is a member of a Card Association and any Third Party/ISO as defined in the Visa Rules; “third party” shall mean any person other than Planet Payment, any Planet Payment Affiliate, including Planet Payment Solutions, LLC, or their respective Independent Contractors.

8.4    Continuation of Participation. Once an Acquirer Merchant has commenced participation in the Program, Acquirer agrees that, until the [*] of the Effective Date or the termination of the Designated Territory Addendum relevant to the Designated Territory in which such Acquirer Merchant is located, whichever occurs sooner, it will not solicit such Merchant to use the services of another DCC provider, including (if applicable) the DCC services of Acquirer and its Affiliates, if such services are offered by Planet Payment or, where they are not offered by Planet Payment, can be made available by Planet Payment within [*] after receiving written notice from Acquirer for such service, provided that Planet Payment has not repeatedly violated the Service Level Standards in such a way that Acquirer reasonably believes indicates a heightened risk of future violations of Service Level Standards or breaches of this Agreement by Planet Payment.  Notwithstanding anything contained in the foregoing, Acquirer shall have the right to switch an Acquirer Merchant referred to above to any other DCC provider if such Acquirer Merchant specifically requests such other DCC provider. In the event (a) Planet Payment commences offering services, other than in the United States or Canada, as an independent sales organization or acquirer, as such terms are defined in the Visa Rules, which are competitive to those of Acquirer or any Affiliate of Acquirer in the Designated Territory; (b) Planet Payment is acquired, merges with, or becomes controlled by any person or entity that offers services, which are competitive to those of Acquirer or of any Affiliate of Acquirer in the Designated Territory (other than DCC services); (c) either (A) the parties cannot agree on an Action Plan to remedy a deficiency or discrepancy identified in an inspection or audit by Acquirer pursuant to Section 15.2 or (B) the remediation or any intermediate steps to such remediation set forth in an agreed-upon Action Plan are not completed by the original or revised scheduled completion date agreed pursuant to such Action Plan; (d) receipt by Planet Payment of a “going concern” opinion from its independent public accountants; or (e) any event which grants Acquirer a termination right under Section 9.3 hereof, then the prohibitions contained in the first sentence of this paragraph shall no longer apply and Acquirer shall no longer be bound by the obligations contained in the first sentence of Section 8.1.

9.Term of Agreement and Termination

9.1Initial Term.The Initial Term of the Agreement will begin on the Effective Date and will continue for five (5) years (“Initial Term”).  Thereafter, this Agreement will automatically

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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renew for successive one (1) year periods unless terminated by Acquirer by written notice to Planet Payment not less than one hundred twenty (120) days prior to the expiration of the Term then in effect, or unless terminated by Planet Payment by written notice to Acquirer not less than two hundred seventy (270) days prior to the expiration of the Term then in effect.  The “Term” shall mean the Initial Term or any renewal or extension thereof hereunder.  Termination of this Agreement shall be subject to Planet Payment’s agreement to continue all services hereunder as set forth in Section 9.5.

9.2Breach.    Notwithstanding any term or provisions of this Agreement to the contrary, but subject to Section 9.5 below (Continuation of Services and Transition Services) in the event of any material breach or default by either party in the performance of any duty or obligation under this Agreement or a Designated Territory Addendum, the other party may, at its option, by notice to the breaching party, terminate this Agreement or, in the case of a breach which is relevant only to a given Designated Territory, the relevant Designated Territory Addendum, if such breach or default is not cured within (i) sixty (60) days of receipt of written notice thereof from the non-breaching party; or (ii) such shorter period of time as may be required by, or in order to remain in compliance with, the Rules or directives of any Card Association or banking regulatory agency or authority.

9.3Termination.  Notwithstanding any term or provisions of this Agreement to the contrary, either party shall be entitled to terminate this Agreement or any Designated Territory Addendum, at any time immediately upon written notice after the occurrence of any of the following, which the parties agree will not be capable of rectification: 

(a)the commencement of proceedings in bankruptcy, or for reorganization of the other party, or for the readjustment of any of the debts of the other party under the applicable Bankruptcy Code, as amended, or any part thereof, or under any other laws, for the relief of debtors, now or hereafter existing, by either party or against either party, which is not dismissed within thirty (30) calendar days;

(b)the appointment of a receiver, trustee or custodian of the other party, or for any substantial assets of the other party, or the institution of proceedings for the dissolution or the full or partial liquidation of the other party, which is not dismissed within thirty (30) calendar days; or

(c)the other party ceasing to conduct its business in the ordinary course.

9.4Infringement Claims.Notwithstanding any term or provisions of this Agreement to the contrary, in the event that any legal action is commenced against Acquirer, or any person who is indemnified pursuant to Section 10.1, for an Infringement Claim and in Acquirer’s reasonable opinion based on advice of outside counsel that there is a reasonable chance that such Infringement Claim would be successful on its merits, Acquirer shall have the right to suspend the Program immediately upon notice.

9.5Continuation of Services and Transition Services.  In the event of termination of this Agreement or any Designated Territory Addendum for any reason other than termination by Planet Payment pursuant to Section 9.2 for Acquirer’s non-payment, Acquirer may require that Planet Payment continue for a period not exceeding 12 months after such termination

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(“Termination Assistance Period”), to continue to provide all services hereunder (including, without limitation, processing any or all DCC Transactions and MCP Transactions for Acquirer Merchants participating in the Acquirer Program that it was processing prior to such termination) on the same terms and conditions contained in this Agreement, and Planet Payment shall so continue, notwithstanding termination of the Agreement.  Upon the continuation of services under this Section, all Sections of this Agreement (other than Acquirer’s marketing obligations under Section 8.1 and Acquirer’s obligations under Section 8.4) shall continue in full force and effect notwithstanding termination of the Agreement, for so long as any Transactions are being processed for Acquirer Merchants by Planet Payment pursuant to the Program.  In addition, in the event of either (i) termination of this Agreement or any Designated Territory Addendum for any reason or (ii) Acquirer wishes to switch an Acquirer Merchant to a third-party provider of DCC or MCP services where permitted under this Agreement or any applicable Designated Territory Addendum (whether during the Term or any Termination Assistance Period), Planet Payment shall use reasonable commercial efforts to cooperate to make arrangements for the orderly continuation or transfer to a third party of services provided to Acquirer and/or Acquirer Merchants hereunder. 

10.Infringement

10.1Infringement Indemnity.    Planet Payment shall defend or settle at its sole expense any Infringement Claim.  Planet Payment shall defend, indemnify and hold Acquirer, Affiliates, any Sponsor which Acquirer is using for the purposes of the Acquirer Program, and any of their directors, employees, representatives, parents, Affiliates, subsidiaries, successors, and permitted assigns (“Acquirer Indemnified Persons”) harmless from and pay any and all losses, costs and damages, including reasonable counsel fees attributable to an Infringement Claim.  This indemnity shall not extend to any Infringement Claim to the extent such Infringement Claim results from Acquirer’s or any third party’s unauthorized modification of technology or from incorporation of technology with products or services not provided, authorized, or approved by Planet Payment but only if the Infringement Claim is based upon such modification or from such incorporation. The [*] provided in this Section [*] whatsoever, except as set forth in this Section.

10.2Control of Infringement Claims.

(a)  Planet Payment shall give the Acquirer prompt written notice of any Infringement Claim of which it becomes aware. Acquirer shall give Planet Payment prompt notice of any Infringement Claim of which it is notified in writing. Failure by Acquirer to so notify Planet Payment shall not relieve Planet Payment from its indemnity obligation under this Agreement except to the extent that Planet Payment suffers actual prejudice as a result of such failure.  If an Acquirer Indemnified Person is entitled to indemnification hereunder, provided the action is also brought against Planet Payment, Planet Payment shall be entitled to assume the defense of any such action or proceeding with counsel reasonably satisfactory to the Acquirer.  If any Acquirer

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Indemnified Person is named in any proceeding involving an Infringement Claim and Planet Payment is not named in that proceeding, Planet Payment and any of its Affiliates may, but shall not be obligated to, seek leave to intervene in the proceeding and Acquirer agrees not to oppose that intervention and, in the event that such leave to intervene is granted, Planet Payment shall be entitled to assume the defense of any such action or proceeding in accordance with this section. If Planet Payment does not assume the defense pursuant to the foregoing, then the Acquirer shall assume the defense but at the expense of Planet Payment. Upon assumption by Planet Payment of such defense, the Acquirer Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel but Planet Payment shall not be liable for any legal expenses of other counsel subsequently incurred by the Acquirer Indemnified Person in connection with the defense thereof unless (i) Planet Payment has agreed to pay such fees and expenses, (ii) Planet Payment shall have failed to employ counsel reasonably satisfactory to the Acquirer in a timely manner, or (iii) the Acquirer Indemnified Person shall have been advised by counsel that there are actual or potential conflicting interests between Planet Payment and the Acquirer Indemnified Person, which may include situations in which there are one or more legal defenses available to the Acquirer Indemnified Person that are different from or additional to those available to Planet Payment. If at any time Acquirer reasonably believes that Planet Payment is not taking appropriate action in defending or pursuing any such matter, Acquirer shall have the right to assume the control of such defense at the expense of Planet Payment. Any Acquirer Indemnified Person involved in an Infringement Claim for which indemnity is being provided hereunder shall reasonably cooperate with Planet Payment in the defense of such action. Planet Payment shall not consent to the terms of any compromise or settlement of any action defended by Planet Payment in accordance with the foregoing without the prior written consent of the Acquirer Indemnified Person, which shall not be unreasonably withheld or delayed.  Notwithstanding anything contained in this Agreement to the contrary, in the event that any future or past royalties or license fees (or other similar fees) are required to be paid to the party alleging the Infringement Claim, they shall be paid in full by Planet Payment, and shall in no way be charged or passed through, directly or indirectly, to Acquirer or to any Acquirer Indemnified Person and shall not be subject to any limitation of liability contained herein except as set forth in this Section.

(b) Planet Payment shall keep Acquirer fully informed of the status of any Infringement Claim for which there is an indemnity under this section, including all developments during its pendency and shall consider Acquirer’s views. Planet Payment shall notify Acquirer if any infringement action is brought against it in any jurisdiction worldwide, whether or not such action involves Acquirer and shall provide information concerning such action as Acquirer shall reasonably request.

10.3Replacement of Infringing Technology.In the event there is an Infringement Claim or, in Planet Payment's or Acquirer’s reasonable opinion, there is a reasonable chance of an Infringement Claim, Planet Payment, at its own expense shall take one of the following actions:  (i) use commercially reasonable efforts to secure for Acquirer, the right to continue using the technology; or (ii), replace or modify the technology to make it non-infringing; provided, however, that such modification or replacement shall not materially degrade the operation or performance of the technology, without Acquirer’s written consent.

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11.DATA STORAGE

11.1Ownership of Data.  Any data furnished by or on behalf of Acquirer to Planet Payment pursuant to this Agreement and any results of processing Acquirer’s data or derived in any way from Acquirer’s data shall at all times remain the property of Acquirer and shall be considered the Confidential Information of Acquirer. If upon the expiration or termination of the Agreement Acquirer requires a copy of data stored by Planet Payment for archival purposes, Planet Payment shall, at Acquirer’s request, provide Acquirer with a copy of Acquirer’s data which Planet Payment has at such time, in such medium as the Acquirer may reasonably require. 

11.2Data Retention.

(a)Planet Payment shall for not less than [*] after the date of each Transaction, retain all financial information received as a result of the Planet Payment Processing Services relating to each Transaction.  For the first [*] after the date of each Transaction, Planet Payment shall make such information readily available to Acquirer through Planet Payment’s P-Web system and thereafter all data may be archived and shall be made available to Acquirer upon request, within [*].  Data which include Card numbers or other Personal Information will be encrypted and may be archived separately, in accordance with security protocols and may not be readily available through P-Web.

(b)Planet Payment is responsible for retention of all files, databases, backups, logs, and messages required to recreate all output interfaces and to re-execute all processing runs for a period of [*].  All data and information must be retained in such a manner as to allow for the re-creation of any output interface, or the re-execution of any processing run within two business days of request.

(c)Planet Payment is responsible for retention of all output interface files sent, or transmitted, to Acquirer for a period of [*], which shall be provided through the web-interface and accessible to Acquirer  in accordance with the Planet Payment PWEB standard documentation.

(d)Planet Payment is responsible for retention of all month-end merchant and account master files for a period of [*].

(e)Planet Payment shall provide Acquirer with all data files requiring long-term (seven (7) year) retention for legal and regulatory compliance.  The specific details of which files need to be sent to Acquirer for long-term retention will be provided by Acquirer from time to time. Planet Payment is responsible for retention of copies of all files provided to Acquirer for long-term storage for a period of thirty (30) days after confirmation of receipt by Acquirer of such files.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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12.Security

12.1Compliance.Planet Payment shall make reasonable efforts to assist Acquirer with compliance with any applicable security standards.  Planet Payment agrees to comply with the provisions of the security schedule set forth in Schedule 5 hereto with respect to the services to be provided hereunder, Planet’s internal information security standards, the requirements of the applicable Account Security Program, and any other information security standards applicable to Planet Payment or Acquirer in connection with the Program.

12.2Access.  Planet Payment shall be responsible for any access to or use of any of Acquirer’s data or other Confidential Information by any Affiliate, employee, agent, or subcontractor of Planet Payment or by any other party who gained access through Planet Payment systems, or as a result of any act or omission on behalf of Planet Payment or any of its employees, agents, subcontractors, or Affiliates.

12.3Acquirer’s Responsibility.Acquirer shall be solely responsible for maintaining security and proper use of user ID’s and passwords provided to its personnel at its request by Planet Payment in order to access Planet Payment’s reporting systems and for any unauthorized access to or use of Planet Payment’s systems arising out of any breach by Acquirer of this section. 

13.Regulatory and Network Compliance

13.1Planet Payment Responsibility for Compliance with Laws & Rules.  Planet Payment shall be responsible for compliance by Planet Payment with all applicable laws, regulations and ordinances as well as the Rules related to the Program.  Further, Planet Payment shall notify Acquirer of all filings as may be required by the Rules in relation to the Program, in connection with the establishment, maintenance and operation of the Acquirer Program (any fees to be paid in connection therewith by Acquirer shall be considered Program Costs) and shall provide Acquirer with reporting of all data in Planet Payment’s possession which is necessary to make such filings.  Planet Payment shall indemnify Acquirer for any Card Association penalties levied upon Acquirer, or any other damages incurred by Acquirer arising out of Planet Payment’s failure to comply with this Section. 

13.2Acquirer Responsibility for Compliance with Laws & Rules.  Acquirer shall file or request any Sponsor to file all paperwork for the purpose of registering (a) Planet Payment and its applicable Affiliates as a third party processor of Acquirer (or of the applicable Card Association member) in accordance with Card Association Rules; and (b) Acquirer, any Sponsor, all Acquirer Merchants and the Program (including all certification materials required in relation to the Program) in accordance with the Rules applicable to DCC including all renewals of such registrations during the Term. Any fees payable in connection therewith by Acquirer or Sponsor shall be added to the Program Costs.   Acquirer shall have no responsibility to Planet Payment if Planet Payment does not obtain such registrations or Acquirer does not obtain such certifications for any reason, other than solely as a result of Acquirer’s failure to comply with the obligations set forth in the first sentence of this paragraph.  Planet Payment shall have no responsibility to Acquirer hereunder if Acquirer does not obtain such registration or certifications for any reason, other than solely as a result of Planet Payment’s failure to comply with the obligations set forth in Section 13.1.

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14.Confidentiality

14.1Confidential Information.  Each party acknowledges that it has received and may receive information from the other party that is designated as “confidential” at or prior to disclosure or information that should reasonably be known to be confidential under the circumstances, including, without limitation, information relating to one or more of the other party’s assets, liabilities, revenues, customers, trade secrets, technology, know how, any other IP, Platform, revenue share information, business processes or other business and financial affairs or plans and all other information regarding the other party’s business, which is disclosed in any manner or medium in connection with this Agreement or the Program (collectively, “Confidential Information”).  The parties specifically acknowledge and agree that all information regarding the Acquirer Merchants, the Transactions processed hereunder, Acquirer’s files, data, programs, technology, technology infrastructure and specifications, security information, internal investigation reports, audit reports, nonpublic policies and procedures, Personal Information, pricing to the Merchants, the Program Costs, including any of the foregoing information which is owned by the relevant Card Association member, which is disclosed to Planet Payment by Acquirer or such member, shall be considered Confidential Information of Acquirer. If any of the foregoing information is information owned by an Affiliate of any party, it shall still be considered the Confidential Information of such party. The parties shall use the Confidential Information of the other party only for the purpose of implementing the Acquirer Program and in accordance with this Agreement.  Except as otherwise provided in this Agreement, a party shall have no authority to use another party’s Confidential Information for any other purpose or in any other manner.

14.2Duty to Maintain Confidentiality.  The party disclosing Confidential Information shall at all times retain title to the Confidential Information.  The receiving parties shall preserve and protect the confidentiality of the disclosing party's Confidential Information using precautions at least as restrictive as those it takes to protect its own Confidential Information (but in no event less than a reasonable degree of care).  Except as expressly authorized by this Agreement, the receiving parties shall not allow others to use, display, copy, disclose, transmit, reverse engineer, disassemble, decompile, or translate all or any part of such Confidential Information without the disclosing party's prior written consent.  The receiving parties shall limit access to the disclosing party's Confidential Information to any Sponsor and to its and its Affiliates’ directors, officers, managers, employees and subcontractors who:  (i) have a need to know such Confidential Information to enable such party to perform its, his or her obligations under this Agreement and (ii) are obligated to protect the confidentiality of such Confidential Information under substantially similar terms as those set forth in this Section 14.  The receiving parties shall be fully and directly responsible and liable to the disclosing party for any breach of this Section 14 by any persons receiving access to the disclosing party's Confidential Information through or on behalf of such receiving party.  The disclosing party shall be entitled to injunctive relief for any breach or threatened breach of this Section 14.  Nothing in this Section 14 shall be interpreted to limit the restrictions related to security set forth in Schedule 5.

14.3Exclusions.  Excluded from the obligations of Section 14 is any information that:

(a) is already in the possession of the receiving party and not subject to an existing agreement of confidence between the parties; or

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(b) is published or otherwise becomes publicly available through no fault of the receiving party, subject to the provisions relating to Personal Information security below; or

(c) is independently developed by the receiving party without utilizing the disclosing party’s Confidential Information; or

(d) has been received from a third person without restriction provided that such information was not acquired from a third person known or believed by the receiving party to be in breach of an obligation of secrecy to the disclosing party.

14.4Exceptions for Legal Process.  Further, the receiving party may disclose Confidential Information to the extent required by law or the Rules, including applicable securities laws and the requirements or rules of any securities market or exchange, or pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator, tribunal or Card Association.  However, in that case the receiving party shall first give the disclosing party prompt notice of any order or demand requiring such disclosure (unless prevented from doing so by its terms).

14.5Personal Information Security.Acquirer may transfer Personal Information to Planet Payment for processing under this Agreement. Planet Payment shall ensure that it, its Affiliates, and their employees, agents, and subcontractors shall comply with the Rules and the requirements of any applicable statute, law or regulation relating to protection of Personal Information, in the Designated Territory or elsewhere and shall not do or permit anything to be done, with respect to Personal Information, which might contravene the Acquirer’s obligations under applicable privacy, data and/or information protection laws in the Designated Territory or elsewhere, and shall comply with any reasonable request made by Acquirer in connection with any of the foregoing. Planet Payment shall process, store and transmit Personal Information, which is transferred to it by the Acquirer and/or the Acquirer Merchants only pursuant to this Agreement or at the Acquirer’s written request.

14.6Privacy.  

(a)Planet Payment shall ensure that it and its Affiliates and their employees, agents, and subcontractors shall observe the provisions of applicable privacy laws and shall comply with any reasonable request made by Acquirer arising from the requirements of such laws, any applicable Rule, statute, law or regulation relating to protection of personal data in any Designated Territory or elsewhere. In the event that Personal Information is transferred from a country within the European Economic Area to a country outside the European Economic Area, the parties shall ensure that all Personal Information is adequately protected in accordance with Articles 25 and 26 of the EU Directive 95/46/EC. In order to achieve this, the parties shall, unless agreed otherwise, rely on the standard contractual clauses for the transfer of personal data to processors outside of the European Economic Area established in 2010 (2010/87/EU), as amended from time to time (the “EU Model Clauses”), and the parties, acting as data controller and/or data processor, as appropriate, shall execute or shall procure its Affiliates to execute, such EU Model Clauses. Likewise, in the event that Personal Information is transferred from any other country to another country and the originating country’s privacy laws or regulations require or recommend the entry into contractual clauses for the transfer of Personal Information to the receiving country, the parties shall, unless agreed otherwise, rely on such standard clauses, as amended

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from time to time, and the parties shall execute or shall procure its Affiliates to execute such model clauses. In addition, with respect to any Personal Information Planet Payment collects directly from any Acquirer Merchant, Planet Payment shall be responsible for protecting such Personal Information and collecting, processing, storing, transferring and disposing such Personal Information in accordance with its own privacy policy and Applicable Law.

(b)Planet Payment acknowledges and agrees that it has no ownership of or right to use, access, sell, transfer, or disclose Cardholder and Payment Transaction Information, except as authorized by the respective Card Associations, and as permitted in Planet Payment’s agreement(s) with Acquirer, Acquirer Merchants, and with Card Association member institutions.

14.7Cardholder Information.  Planet Payment shall take and shall require all Affiliates and their employees, agents, and subcontractors to take appropriate technical and organizational security measures against unauthorized or unlawful processing of cardholder information and against accidental loss or destruction of, or damage to, cardholder information  in accordance with best practices in the industry, the Rules, any applicable statute, law, or regulation, and the requirements set forth in Schedule 5.

14.8Employees, Agents, and Contractors.  Each party shall ensure that its employees, agents, and subcontractors are subject to similar confidentiality obligations to those set forth in this Section. Each party shall ensure that its respective Affiliates and their respective employees, agents, and subcontractors comply with each party’s respective obligations under this Section 14.  

15.Audit and Examination

15.1Maintenance of Records.Planet Payment shall maintain, at all times during the Term, any Termination Assistance Period and for at least [*] thereafter, [*] Global, complete and accurate records and supporting documentation pertaining to: (a) all charges and financial matters under this Agreement, in all cases prepared in accordance with generally accepted accounting principles; and (b) all other transactions, reports, filings, returns, analyses, data and information created, generated, collected, processed or stored by Planet Payment or Planet Payment Auditable Associates (as defined below) in the performance of Planet Payment’s services hereunder (collectively, “Planet Payment Records”).  All of the foregoing shall be maintained in a manner sufficient to permit the audits in accordance with this Section.  Notwithstanding the foregoing, Planet Payment shall store Personal Information and information derived therefrom or related thereto only as and to the extent expressly permitted in the Agreement.  For purposes of this Section, the term “Auditable Associates” refers to those Affiliates of Planet Payment that (i) have or will have access to any Confidential Information or Personal Information about or relating to Acquirer or any Acquirer Merchant; or (ii) due to the

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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nature of the services performed need to be audited for Acquirer, its Affiliates, or their customers to satisfy legal or other compliance requirements (e.g., PCI DSS audits).

15.2Audits.Planet Payment shall grant Acquirer (or a designee thereof) at any reasonable time, with prior written notice, reasonable access to Planet Payment’s facilities, systems, documents, records and information relating directly or indirectly to this Agreement, at the expense of Acquirer and at all times subject to the confidentiality obligations set forth herein and Planet Payment’s confidentiality obligations to third parties, in order to conduct an operational or financial inspection

or audit to (i) examine the systems Planet Payment uses to perform its services hereunder and to receive, transmit, process or store data; (ii) verify Planet Payment’s compliance with the requirements of this Agreement, including without limitation Schedule 5 (Security), and any applicable law, rule or regulation of any country or state or industry standard; (iii) examine any third-party data processing audits or reviews and any related workpapers provided that Planet Payment may require that such workpapers be reviewed at its auditor’s premises; (iv) examine controls (e.g., organizational controls, system modification controls, processing controls, system design controls and access controls) and conduct walkthroughs; (v) at no cost to Planet Payment, facilitate Acquirer’s own compliance with this Agreement and any federal or state law, rule, or regulation; (vi) examine the security, business continuity, disaster recovery, back-up practices and any other policies, procedures, safeguards and controls related to security or business continuity; (vii) verify Planet Payment’s reported performance against the Service Level Standards; and (viii) verify the accuracy and completeness of Planet Payment’s invoices and charges. Such audits may be performed no more than [*] per [*] period, except that audits arising in connection with (a) a security incident or threat, (b) a requirement arising under any law, rule, regulation, industry standard or rule, or (c) and incorrect invoice or billings statement shall not be counted against the permitted audit and shall be in addition thereto.  Planet Payment shall require all Planet Payment Auditable Associates to comply with the provisions of this Section 15.  Planet Payment agrees that any items reasonably identified by Acquirer as a deficiency or discrepancy as a result of such audit shall be remedied promptly, pursuant to the procedures set forth in Section 15.3 below.

15.3Remediation.If the deficiency or discrepancy is financial in nature and reveals an error in connection with charges or taxes, then the parties will work together to correct the error and any overpayments revealed by the audit will be promptly paid by Planet Payment or credited to Acquirer. In addition, if the audit reveals any overpayment that is greater than [*] of the amount that was actually due for the period being audited, Planet Payment shall bear the cost of the financial audit notwithstanding anything to the contrary in this Agreement. For each deficiency or discrepancy that is related to security or operations rather than finances, Planet Payment shall provide Acquirer with a plan of action to correct the deficiency or discrepancy, which plan of action shall be subject to Acquirer’s written approval (which it shall not unreasonably withhold) and shall, at a minimum, include: (a) details of actions to be taken by Planet Payment and/or the Planet Payment Auditable Associates to correct the deficiency or discrepancy, and (b) target

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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dates for successful correction of the deficiency or discrepancy (“Action Plan”). Planet Payment shall provide the Action Plan within a reasonable time but no longer than [*] of Acquirer’s notice of such deficiency or discrepancy. Planet Payment shall also provide Acquirer with written notice of (x) Planet Payment’s successful completion of each action identified in the Action Plan; and (y) any delays in Planet Payment’s completion of the actions identified in the Action Plan, accompanied by an explanation of the cause of such delay.  In the event that Planet Payment notifies Acquirer of a delay which is due to reasons either outside Planet Payment’s reasonable control or due to events or conditions which were not reasonably foreseeable at the time the parties agreed the Action Plan, then the parties shall in good faith agree to revised target dates for successful correction of the deficiency of discrepancy in accordance with the same procedures described above with respect to the original Action Plan. Acquirer’s approval of an Action Plan shall not be deemed a waiver or prevent Acquirer from exercising any rights or remedies Acquirer may have under the Agreement or at law or in equity. In the event that either (i) the parties cannot agree on an Action Plan or (ii) Planet Payment does not fully comply with the terms of the Action Plan, then Planet Payment shall defend, hold harmless and indemnify Acquirer for any third-party claims arising out of such identified deficiency. The parties shall bear their own expenses in conjunction with any inspection or audit.  Planet Payment shall provide to Acquirer (or such designee thereof) such reasonable assistance as required in connection with the audit and examination functions set forth herein in accordance with the provisions set forth in Schedule 5. 

15.4Provisions Relating to all Audits and Inspections.The following provisions shall apply to all audits and inspections hereunder:

(a)Planet Payment shall not be required to provide copies removable from Planet Payment’s premises to Acquirer or to any third party of any documents, which Planet Payment does not normally disclose to third parties, in accordance with its information security policies from time to time and, in such case, shall allow inspection of such documents at Planet Payment’s offices, during normal business hours.

(b)All information provided under this Section 15 to Acquirer shall be subject to the confidentiality obligations of Section 14.  Planet Payment may request written undertakings of confidentiality from such auditors and inspectors or anyone else prior to being given access to information under this Section 15 but shall be required to comply with such requests nonetheless.

(c)For the avoidance of doubt nothing herein shall, in the absence of any applicable law or regulation, entitle (1) any governmental auditor or inspector to have access to or inspect or take copies of any information or records, which relate to the provision by Planet Payment of services similar to the services provided hereunder for the benefit of any bank, processor, or financial institution, which is outside of the Designated Territory; or (2) Acquirer and its auditors and inspectors to inspect or take copies of any records, which include information relating to any

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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other bank, processor or other financial institution or their respective merchants and customers and to the extent that any such records include in the same document, information relating to Acquirer and to such third persons, Planet Payment shall be entitled to first to redact all information which relates to such third persons, before disclosing it to Acquirer or its auditors.

(d)Planet Payment shall only be obliged to provide access to premises or records of any contractors or subcontractors to the extent it is reasonably able to do so but shall use commercially reasonable efforts to ensure such access.

16.Indemnification; Limitations of Liability; Other Remedies

16.1Acquirer Indemnification.  Acquirer shall be liable to and shall indemnify and hold Planet Payment, and its employees, representatives, successors and permitted assigns harmless from and against any and all legal liability to a third party, and out of pocket costs and expense (including litigation expenses and reasonable legal fees) to which Planet Payment, and its employees, representatives, successors and permitted assigns are subjected, or which it incurs in connection with any claims, which arise from or out of or as a result of (i) Acquirer’s breach of this Agreement, including any breach by any of its Affiliates; (ii) the performance by Acquirer or by its Affiliates of any of their duties and obligations under this Agreement; or (iii) the negligence or willful misconduct of Acquirer or its Affiliates  in the performance of their duties and obligations under this Agreement.  Acquirer’s obligations to Planet Payment under this sub-Section shall be reduced only to the extent such legal liability to a third party, and out of pocket costs and expense arise from or out of or as a result of the acts or omissions of Planet Payment or an Affiliate of Planet Payment.  Notwithstanding anything to the contrary contained in this Agreement, in no event shall Acquirer be responsible for the act, omission, performance, or non-performance of any Sponsor with whom Acquirer may be working in connection with the Program.  No Sponsor shall be considered an Affiliate or subcontractor of Acquirer. 

16.2Planet Payment Indemnification.  Planet Payment shall be liable to and shall indemnify and hold the Acquirer Indemnified Persons harmless from and against any and all legal liability to a third party, and out of pocket costs and expense (including litigation expenses and reasonable legal fees) to which Acquirer Indemnified Persons are subjected, or which any of them incur in connection with any claims, which arise from or out of or as the result of (i) Planet Payment’s breach of this Agreement, including any breach by any of its Affiliates; (ii) the performance by Planet Payment or by its Affiliates of any of their duties and obligations under this Agreement, (iii) the negligence or willful misconduct of Planet Payment or its Affiliates  in the performance of their duties and obligations under this Agreement; (iv) the failure of Planet Payment to [*] in accordance with the terms [*] where the  [*]; or (vi) the  [*] to submit to  [*] that should be reasonably acceptable to  [*].  Planet Payment’s obligations to Acquirer under this sub-Section shall be reduced only to the extent such legal liability to a third party, and out of pocket costs and expense arise from or out of or as a result of the acts or omissions of Acquirer

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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or an Affiliate of Acquirer.  The provisions of this paragraph do not apply to Planet Payment’s indemnification obligations with respect to Infringement Claims, which are addressed in Section 10 above.

16.3  Control of Defense. Promptly after receipt of notice of its involvement in any action, proceeding or investigation to which this Section might apply, Acquirer or Planet Payment shall, if a claim for indemnification in respect thereof is to be made hereunder, notify the indemnifying party of such involvement.  Failure by an indemnitee hereunder to so notify the indemnitor shall not relieve the indemnitor from the obligation to indemnify the indemnitee under this Agreement except to the extent that the indemnitor suffers actual prejudice as a result of such failure.  The indemnitor shall be entitled to assume the defense of any such action or proceeding with counsel reasonably satisfactory to the indemnitee.  Upon assumption by the indemnitor of the defense of any such action or proceeding, the indemnitee shall have the right to participate in such action or proceeding and to retain its own counsel but the indemnitor shall not be liable for any legal expenses of other counsel subsequently incurred by the indemnitee in connection with the defense thereof unless (i) indemnitor has agreed to pay such fees and expenses, or (ii) indemnitor shall have failed to employ counsel reasonably satisfactory to the indemnitee in a timely manner. Any indemnitee involved in any action, proceeding, or investigation for which indemnity is being provided hereunder shall reasonably cooperate with the indemnitor in the defense of such action. The indemnitor shall not consent to the terms of any compromise or settlement of any action defended by indemnitor in accordance with the foregoing without the prior written consent of the indemnitee, which shall not be unreasonably withheld or delayed. Indemnitor shall keep indemnitee reasonably informed of the status of any claim hereunder, including regarding significant developments during its pendency and shall consider indemnitee’s views. 

16.4  Limitation of Liability.  The liability of Planet Payment and Acquirer to each other, pursuant to this Agreement with respect to any breach of this Agreement, the performance by either party of its duties and obligations, and the negligence of either party shall be limited to actual damages or, with respect to indemnification claims, the third party liability for which indemnification is available pursuant to Sub-sections 16.1 and 16.2 above; PROVIDED ALWAYS THAT, this limitation shall not apply to:

(a)Any claim arising out of Section 8.3 (Non-Solicitation/Channel Conflict), Section 8.4 (Continuation of Participation), Section 9.5 (Continuation of Services), Section 12 (Security), Section 14 (Confidentiality) or Section 18 (Intellectual Property); or

(b)Any claim arising out of the gross negligence or willful misconduct of the other party.

EXCEPT FOR CLAIMS DESCRIBED IN PARAGRAPH 16.4(a) and (b) ABOVE,  IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOSS OF BUSINESS OR OTHER ECONOMIC DAMAGE SUFFERRED BY THE OTHER PARTY AS A RESULT OF ANY BREACH OF THIS AGREEMENT OR OTHER CLAIM ARISING HEREUNDER. FOR CLARITY, AMOUNTS PAID BY ACQUIRER TO ACQUIRER MERCHANTS AS COMPENSATION FOR ACTUAL MERCHANT DAMAGES INCURRED BY MERCHANTS DIRECTLY IN CONJUNCTION WITH PLANET PAYMENT’S BREACH OF ITS OBLIGATIONS HEREUNDER SHALL CONSTITUTE DIRECT DAMAGES AND SHALL

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NOT BE SUBJECT TO THE DISCLAIMER SET FORTH IN THIS PARAGRAPH.IN ADDITION, FOR CLARITY, IN THE EVENT A THIRD PARTY CLAIM FOR WHICH INDEMNIFICATION IS PROVIDED PURSUANT TO SECTION 10 OR SECTION 16 RESULTS IN AN AWARD OF SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES AGAINST AN INDEMNITEE HEREUNDER, THE INDEMNITOR SHALL BE REQUIRED TO INDEMNIFY THE INDEMNITEE AGAINST SUCH DAMAGES.

Nothing herein shall be construed to limit the recovery of any specific amounts owed hereunder by Acquirer to Planet Payment or by Planet Payment to Acquirer under an express term of this Agreement.

16.5  Exclusion of Warranties. The express warranties and representations set forth in this Agreement are in lieu of, and each party expressly disclaims, any and all other warranties, conditions or representations (express or implied, oral or written), with respect to Planet’s Programs, the Acquirer Program, software or equipment or any part thereof, including any and all implied warranties or conditions of title, non-infringement, merchantability, or fitness or suitability for any purpose (whether or not a party knows, has reason to know, has been advised or is otherwise in fact aware of any such purpose), whether alleged to arise by law, by reason of custom or usage in the trade, or by course of dealing. 

16.6No Forecast or Guarantee.  Each party acknowledges that it has formed its own assessment of the economic implications of entering into this Agreement and that it is not relying on any statements, warranties or representations, made by or on behalf of the other party, with respect to the likely or possible amount of business, fees, revenues, expenses or profits, which might arise by reason of its participation in the programs set forth in this Agreement, none of which shall be treated as a forecast or guarantee of any particular result.

17.Level of Care

17.1 Planet Payment shall provide services required to be provided hereunder in accordance with this Agreement, each Designated Territory Addendum, the Service Level Standards set forth in Schedule 2, prevailing industry best practices, the Account Security Program, and the Rules. Planet Payment represents and warrants that the services provided under this Agreement shall meet the business procedures documentation and specifications and the technical documentation and specifications for such services, which business procedures documentation and technical documentation and specifications shall not permit any significant degrading of the operation, functionality, performance or quality of such services.

17.2Planet Payment will comply with all applicable Rules and without limitation shall ensure that its systems and processes are maintained and operated in accordance with the applicable Account Security Program and Schedule 5. Planet Payment shall keep complete and accurate records of all Transactions processed by it, as may be required under applicable Rules or any laws and regulations.

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18.Intellectual Property

18.1Ownership and License.    Each party acknowledges that all trademarks, patents, copyrights, designs, licenses, know how, proprietary information and other intellectual property, including all documentation relating thereto, in any format or medium (“Intellectual Property”) belonging to the other (“Owner”), which may be disclosed or used for the purposes of this Agreement belongs to the Owner.  To the extent that Acquirer is required to use the Intellectual Property of Planet Payment for the purposes of this Agreement, Planet Payment hereby grants a non-exclusive, non-transferable license to Acquirer to use the same, for the purposes of this Agreement, for so long as this Agreement remains in force and the user thereof shall not acquire any other rights whatsoever to the Owner’s Intellectual Property.  No party shall use any other’s trademarks or logos without their prior consent, except as provided herein. 

18.2Improvements.    Concepts, ideas, know-how, techniques, software (including, without limitation, programs), program listings and programming tools and documentation (including, without limitation, manuals), techniques, reports and drawings developed or owned by the Owner to fulfill its obligations under this Agreement shall be the sole and exclusive property ofthe Owner even if the other party assists the Owner in modifying that property or any Intellectual Property and the other party shall have no interest in or to that property.

19.Regulatory, Governmental and Other Third Party Consents

19.1The obligations of the parties in relation to the provision of the Acquirer Program shall be subject to and conditional upon receiving the following governmental, other regulatory authorities and other third party consents, rulings, confirmations and/or waivers (“Third Party Consents”):

(a)approval of the relevant monetary or banking authority, which supervises the operations of Acquirer in the Designated Territory where such approval is required to the entering into of the Agreement and the performance by Acquirer of its obligations hereunder, (including e.g. any exchange control clearances for currency conversions or payments to Planet Payment

(b)any regulatory or governmental consents or approvals required in order to offer the Acquirer Program in the Designated Territory

(c)the issuance by Visa and/or MasterCard of any new BIN or ICA to the extent necessary for the Acquirer to participate in the Acquirer Program as contemplated by the Agreement;

(d)all consents and approvals required by Planet Payment to enable it to provide the Program to the Acquirer in the Designated Territory.

19.2The parties acknowledge that Acquirer shall use commercially reasonable efforts to seek the Third Party Consents set forth in sub-section (a), (b), and (c) above and that Planet Payment shall use commercially reasonable efforts to seek the Third Party Consents set forth in sub-section (d) above and both agree that they shall each use commercially reasonable efforts to do so as soon as reasonably practicable after the date hereof.  However, neither Planet Payment nor

45

Acquirer make any representation that such Third Party Consents will be obtained.  Planet Payment agrees to provide such assistance and information to Acquirer as is reasonably requested by Acquirer in order for Acquirer to obtain their respective Third Party Consents and vice versa.  Each party is responsible for its own costs in seeking its Third Party Consents.

19.3 Planet Payment represents and warrants that it is a registered MasterCard Member service provider-third party processor and a registered non-member agent and third party processor with Visa and will comply with all Rules of the Card Associations in connection therewith.

20.Insurance

At all times during the Term of this Agreement, Planet Payment shall maintain, at its own expense, customary levels of insurance covering damages caused or contributed by its personnel with respect to its services under this Agreement, including general liability, technology errors and omissions insurance, workers compensation liability, and any other items required by law, regulation or employment agreement. Such insurance shall include, at a minimum, (i) commercial liability insurance with a minimum limit of $1,000,000 per occurrence and a minimum total aggregate limit of $2,000,000 and (ii) technology errors and omissions insurance covering liability for loss or damage due to an act, error, omission or negligence and claims and losses with respect to intellectual property infringement, with a minimum limit of $10,000,000 per occurrence and a total aggregate minimum limit of $10,000,000.

21.Notices

(a)Address.Any written notice required or permitted to be given by Planet Payment to Acquirer hereunder shall be addressed to:

Global Payments Direct, Inc.

Attention:  Corporate Secretary

10 Glenlake Parkway, North Tower

Atlanta, GA  30328

and any written notice required, or permitted to be given by Acquirer to Planet Payment under this Agreement shall be addressed to:

Planet Payment, Inc.

Attention: General Counsel

670 Long Beach Boulevard

Long Beach, NY 11561, U.S.A.

(b)Form of Notice.All notices required to be given pursuant to this Agreement shall be effective when received and shall be sufficient if (1) given in writing, and (2) hand delivered, sent by regular mail, postage prepaid, or sent by Federal Express, UPS or similar worldwide delivery company.  The parties to this Agreement, by notice in writing, may designate another address or office to which notices shall be given pursuant to this Agreement.

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22.General

22.1Assignment and Subcontracting & Affiliates.   Neither this Agreement, nor any of a party’s obligations hereunder, shall be assignable in whole or in part by such party without the other party’s prior written consent; provided, however, that Acquirer may assign this Agreement or any or all of its rights and obligations hereunder to any Affiliate subject to the assignor remaining responsible for the activities of such assignee, and shall within 30 days thereafter provide notification of such assignment to Planet Payment.  In the event that any obligations hereunder are to be performed by an Affiliate of either party hereunder, the party hereto shall remain responsible for the obligations of such Affiliates. In the event that either party merges or consolidates with any other person or entity, the result of which is that the party hereto is not the surviving entity, the obligations and liabilities under this Agreement shall survive and be binding upon such successor.

22.2Governing Law.This Agreement shall be construed in accordance with the laws of the State of New York without regards to the conflict of laws provisions thereof.  Each party hereby submits to the non-exclusive jurisdiction of and consents to suit in the courts, Federal and State located in the State of New York.

22.3No Partnership or Agency.Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the parties hereto or be deemed to constitute Planet Payment as agent for the Acquirer, nor to constitute the Acquirer as agent for Planet Payment, for any purpose whatsoever.

22.4Legal Fees.In the event any party is determined to have breached this Agreement, then the non‑defaulting party shall be entitled to recover expenses incurred in enforcing the provisions of this Agreement, including reasonable legal fees and costs.

22.5Severability.If any provision of the Agreement is found illegal, invalid or unenforceable, such finding will not affect any other provision hereunder.  This Agreement shall be deemed modified to the extent necessary to render enforceable the provisions hereunder.

22.6No Third Party Beneficiary.Except as otherwise provided hereunder, no third person, including but not limited to any Acquirer Merchant, is intended to be a beneficiary of any term or provision of this Agreement, nor shall they have the right to enforce any obligation of the parties hereunder.  The paragraph is intended to exclude any right of any third person and to displace any presumption of law, which might otherwise arise, whether pursuant to any statute, regulation, common law or equity, or otherwise.

22.7Waiver.Any delay, waiver or omission by Planet Payment or Acquirer to exercise any right or power arising from any breach or default of the other party in any of the terms, provisions or covenants of this Agreement shall not be construed to be a waiver by Acquirer or Planet Payment of any subsequent breach or default of the same or other terms, provisions or covenants on the part of the other party.

22.8Force Majeure.Neither party shall be liable for failure to perform hereunder if such failure is due to any cause or condition beyond its reasonable control.  Such causes or conditions shall include but shall not be limited to, acts ofGod or of the public enemy, acts of

47

the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, electrical power failures, telecommunication failures, or other similar causes beyond such party’s control and neither party shall have any liability for losses, expenses or damages, ordinary, special or consequential resulting directly or indirectly from such causes.

22.9Due Execution and Corporate Authority.Except for consents as may be required pursuant to Section 19.1, the party’s execution, delivery and performance of this Agreement:  (i) have been authorized by all necessary corporate action, and (ii) do not violate the terms of any law, regulation, or court order to which such party is subject or the terms of any material agreement to which the party or any of its assets may be subject.  Each party has the full right, power and authority to enter into and perform this Agreement in accordance with all of the terms, provisions, covenants and conditions hereof. This Agreement is the valid and binding obligation of the representing party, enforceable against such party in accordance with its terms. This Agreement may be executed in multiple counterparts.

22.10Public Relations.Planet Payment agrees that it shall make no reference to any contractual arrangements with the other party or to the other party in any advertising, promotional literature or other public statement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, except to the extent such statement is required pursuant to any law or the requirements of any securities market or exchange.  Each party may each issue a press release relating to the execution of this Agreement, subject to the prior written approval of the other which shall not be unreasonably withheld.

22.11Binding Nature.This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their representatives and their respective successors and assigns.

22.12Section Headings.Section headings are included for convenience or reference only and are not intended to define or limit the scope of any provision of this Agreement and should not be used to construe or interpret this Agreement.

22.13Survival.The Parties acknowledge and agree that the provisions of Sections 8.3, 9.5, 10,  11, 12, 14,  15,  16,  18,20. 21 and 22 (and any other provisions which by their nature are expected to survive the expiration or termination of this Agreement or which by their terms survive the expiration or termination of this Agreement) shall survive the expiration or termination of this Agreement; provided that with respect to Section 15, that provision will survive only for one year after the termination of all services hereunder.

22.14Entire Agreement.This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof in all applicable Designated Territories and all prior negotiations, agreements and understandings, whether oral or written, are superseded hereby.  No modification or amendment to this Agreement shall be effective unless and until set forth in writing and signed by both parties hereto. Notwithstanding the foregoing, the provisions of the nondisclosure agreement entered into between the parties as of June 12, 2006, shall continue to apply, with respect to discussions and information not otherwise deemed confidential pursuant to the terms of this Agreement. Additionally, the program specifications and/or Project Plans of each Designated Territory agreed prior to the date hereof shall continue to apply.

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Signature Page

AS WITNESS the signatures of the duly authorized representatives of each party.

DATED AND EFFECTIVE as of the date first above written.

GLOBAL PAYMENTS DIRECT, INC.

By:

Name: David L. Green

Title:  Corporate Secretary

PLANET PAYMENT, INC.

By:

Name:

Title:

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SCHEDULE 1

REVENUE, FEES AND COSTS

1.DCC Transactions. Planet Payment shall invoice Acquirer monthly in arrears for amounts due hereunder. All invoices shall be payable within twenty (20) business days of the last day of the month to which the invoice relates.

(a)Share of Net FX Margin. In addition to such other revenue and fees as may be specified pursuant to the terms of any Designated Territory Addendum, with effect from the Effective Date, Planet Payment shall be entitled to receive a share of the Net FX Margin on all DCC Transactions (for clarity, including any DCC Transactions processed using Planet Payment’s Gateway Services, but excluding any MCP Transactions) processed hereunder, calculated as follows:

Tier	Volume	Percentage of Net FX Margin
Tier [*]	[*]	[*]%
Tier [*]	[*]	[*]%
Tier [*]	[*]	[*]%
Tier [*]	[*]	[*]%

For the purpose of this Schedule, “Volume” shall mean the total volume denominated in US Dollars of DCC Transactions and MCP Transactions (to the extent such MCP Transactions are processed using Planet Payment’s MCP Services), including any DCC Transactions and MCP Transactions processed using Gateway Services, processed (i) under this Agreement and (ii) under any agreement between the parties or their affiliates providing for DCC Transactions or MCP Transactions in any excluded territory listed in Schedule 6 (other than Singapore) during any 12-month period from June 1 to May 31 (a “Calculation Year”). The Percentage of Net FX Margin due to Planet Payment in a given Calculation Year shall be determined based upon the Volume processed during the immediately preceding Calculation Year. However, notwithstanding anything to the contrary in this Schedule 1 (including without limitation the Volume-based allocation of Net FX Margin set forth in the table above and the foregoing sentence), Planet Payment’s share of Net FX Margin for the Calculation Year ending May 31, 2016 shall be calculated as follows: (i) for the [*] period beginning [*] and ending on [*], Planet Payment’s share of Net FX Margin shall be [*]%, and (ii) for the [*] beginning [*] and ending [*], Planet Payment’s share of Net FX Margin shall be calculated in accordance with the above table based on the Volume for the [*] period ending [*].

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Page 1 of Schedule 1

(b)[*] Payments. Planet Payment shall pay Acquirer a contribution toward [*] Acquirer expects to incur in [*] including, without limitation, [*], as follows:

$[*] payable on [*];

$[*] payable on [*];

$[*] payable on [*];

$[*] payable on [*];

$[*] payable on [*];

$[*] payable on [*];

$[*] payable on [*];

$[*] payable on [*];

$[*] payable on [*];

$[*] payable on [*];

$[*] payable on [*]; and

$[*] payable on [*].

In exchange for the [*] from Planet Payment, Acquirer agrees to provide Planet Payment with (i) [*] selected by Acquirer that are not [*] as of the date of this Agreement; (ii) [*] for the provision of [*]; and (iii) [*] of the requirements for Acquirer and Planet Payment to [*]. In completing the [*] described in the foregoing sentence, Acquirer will prioritize the[*] that it believes [*], with the expectation that such [*]. Upon delivery of such [*], Acquirer agrees to negotiate in good faith with Planet Payment to [*] pursuant to the terms of this Agreement. 

(c)Program Costs. The following items incurred by Acquirer for the benefit of the Acquirer Program, shall be treated as Program Costs for the purposes of this Agreement:

(i)[*];

(ii)[*];

(iii)[*];

(iv)[*];

(v)[*];

(vi)[*];

(vii)[*].

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Page 2 of Schedule 1

(viii)[*].

(ix)Any other amounts referenced in the Agreement which are to be treated as Program Costs.

(d) MasterCard Cross Border Assessment.  The purpose of this section is to address  Card Association charges, which only apply to DCC Transactions, or which apply to DCC Transactions differently than the way such charges apply to non-DCC Transactions. It is the intent of the parties that (1) any Card Association charges which apply to DCC Transactions and non-DCC Transactions in the same way shall be borne solely by Acquirer; and (2) any Card Association charges which only apply to DCC Transactions, or which apply differently to DCC Transactions as opposed to other Transactions shall be shared in the manner set forth in this Section.  The remaining provisions of this section shall be read in the light of this preamble.

(i)  Effective October 17, 2009, MasterCard has implemented a change to its Acquirer Cross Border Assessment (“ACBA”), which results in a [*] increase to the ACBA with respect to DCC Transactions processed hereunder (the “DCC Increase”).  The parties agree that with respect to DCC Transactions processed hereunder, the DCC increase applied to the Cardholder Settlement Amount of such DCC transactions shall be deducted from Gross FX Margin for the purpose of calculating Net FX Margin.  The balance of the ACBA shall be borne solely by the Acquirer.  In the event Visa, or another Card Association, implements a similar increase/change to a cross border assessment with respect to DCC Transactions processed hereunder in the future, which affects such DCC Transactions differently to other Transactions, or if MasterCard increases such [*]%, the DCC increase applied to the Cardholder Settlement Amount of such DCC transactions shall be deducted from Gross FX Margin for the purpose of calculating Net FX Margin.

(ii)This provision shall be modified to automatically reduce the amount deducted from Gross FX Margin if (i) MasterCard rebates some or all of the DCC Increase  or otherwise removes or reduces the ACBA, or otherwise makes an incentive payment, or allowance with respect to DCC Transactions; or (ii) Acquirer passes the DCC Increase or any part thereof onto its Merchants; or (iii) with respect to any other charge to which the provisions of Section 4 come to apply, there are similar changes by the relevant Card Association, which reduce or eliminate the impact of such changes on Acquirer.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Page 3 of Schedule 1

2.MCP Transactions.  Each Acquirer Merchant Outlet shall be setup in Planet Payment’s MAS with a revenue share percentage for MCP Transactions in MCP Designated Territories (“MCP Revenue Percentage”) calculated as (i) for Planet Payment, a percentage equal to the aggregate of (A) [*]% of the Currency Conversion Mark-Up up to a Currency Conversion Mark-up of [*]% of the Purchase Amount and (B) [*]% of the Currency Conversion Mark-Up in excess of [*]% of the Purchase Amount; and (ii) for Acquirer, the balance remaining after deduction of the Planet Payment MCP Revenue Percentage. The MCP Revenue Percentage shall be applied to each of the Target FX Margin, Settlement Gain or Settlement Loss, Presentment Gain and Interchange Differential amounts earned, or incurred for each Merchant Outlet during each calendar month, in order to determine each party’s revenue share entitlement (the “MCP Revenue Share”).

3.MICROS Gateway Services.

(a)Fees. The following fees shall be chargeable to Acquirer, which Acquirer shall be entitled to recharge or mark up to its Gateway Merchants, where appropriate, as it sees fit.  All fees in this Schedule are denominated in US Dollars. All fees in this Schedule apply only to Transactions processed using the Gateway Services.

(i)Acquirer Integration Fee. [*].

(ii)Transaction Fees. Gateway Services Fees of $[*] per Transaction message and processing Fees for Non-DCC Transactions of $[*] per Transaction message. For the purposes of calculating these Transaction Fees, each type of Transaction message described in Section 2 of Schedule 8 shall be a Transaction message.

(iii)DCC Services Fees.

(A)Planet Payment DCC Revenue.  In accordance with the Agreement for DCC Transactions pursuant to Section 1 of Schedule 1.

(B)MICROS Service Fees.  [*] of the Purchase Amount of each DCC Transaction (excluding for the avoidance of doubt any Opt Out Transaction). The Acquirer shall pay [*]% of the MICROS Service Fee to Planet Payment for payment to MICROS and the amount thereof shall be deducted from Net FX Margin earned on each DCC Transaction, which is processed using the Gateway Services, for the purpose of calculating the parties’ respective DCC Revenue Shares under the Agreement.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Page 4 of Schedule 1

(C)Custom Development. Custom development for white-label branding and other work shall be charged at $[*].

(b)Training. Up to two full days of training at Acquirer or Planet Payment site (with Webex-based remote access to off-site personnel) shall be provided at no cost to Acquirer. Any additional on-site training: $[*]. Remote training (i.e. Webex-based): $[*]. For any training at Acquirer site, including the initial two days of complimentary training, all pre-approved travel costs including airfare, ground transportation, lodging, and meals will be payable by Acquirer.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Page 5 of Schedule 1

SCHEDULE 2

SERVICE LEVEL STANDARDS

Planet Payment will operate the Planet Payment Platform 24 hours a day seven days a week and all features and products will be available.

Definition of Availability

The availability percentage for a particular period is calculated using the following formula: 

[*]	[*]	X [*]
	[*]

Definition of Scheduled and Unscheduled Outages

A “Scheduled Outage” is a scheduled system unavailability period pursuant to the next sentence. Planet Payment will, whenever possible, schedule Scheduled Outages during off peak periods and at mutually agreeable times.  Scheduled Outages will not affect system availability for the purposes of this Schedule 2.  An “Unscheduled Outage” is any other system unavailability period.

A.POS Services

1.Authorization System Availability

The Planet Payment authorization system will have availability of at least [*], as measured on a calendar monthly basis. Solely with respect to the MICROS Gateway Services described in Section 5 of the Agreement, the MICROS Payment Gateway services will have availability of at least [*], as measured on a calendar monthly basis.

2.Response Time for an authorization

Generally authorization response time will conform to generally accepted industry standards in the Designated Territory.  Typically the authorization response will be received by the Planet Payment Switch within 6 seconds after the authorization request

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Page 1 of Schedule 2

is initiated from the Planet Payment Switch.  However, it is not possible to set a fixed service level for response time because many dependency factors are outside of Planet Payment’s control, including the Merchant’s POS device, local telephone service, and the Card Associations’ and Card issuers’ authorization and communications systems.

If Acquirer notifies Planet Payment that authorization response times are repeatedly taking longer than is generally accepted in the Designated Territory, Planet Payment will make commercially reasonable efforts to make such modifications and repairs to the Planet Payment Platform, to the extent that the Planet Payment Platform is at fault, in order to try to reduce such authorization response times accordingly at no cost to Acquirer.

B.Transmission Services

1.Daily Transmissions

Planet Payment shall transmit all authorization data and Transactions submitted by Merchants, in mutually agreed file formats to Acquirer for clearing and settlement with the applicable Card Associations in accordance with the timing chart which will be agreed by the parties and, with respect to new Designated Territories added after the Effective Date, contained in the project implementation plan for the Designated Territory prior to commencement of Transaction processing hereunder (“Timing Chart”), subject to timely receipt of the required Transaction data  from the Merchant.

2.Transmission Standards

Planet Payment transmission services, as set forth in this Section B shall meet or exceed [*]% of the established windows for transmissions set forth in the Timing Chart.

In the event that the transmission services do not conform with the Timing Chart, Planet Payment will reimburse Acquirer any interchange downgrade incremental cost difference incurred as a result of the late submission of the relevant Foreign Transactions.

C.Report and File Delivery

1.Settlement Cut-off

A transaction is defined as current day Transaction if it is settled before the settlement cut off time, which will be agreed by the parties and, with respect to

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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new Designated Territories added after the Effective Date,  included in the project implementation plan for the Designated Territory, prior to commencement of Transaction processing hereunder.

2.Daily Files

The following groups of files shall be made available on each Banking Day via the agreed-upon electronic file, in accordance with the Planet Payment MAS standard reporting procedures (or as otherwise mutually agreed to by the parties).

2.1Pre-Settlement Reports: These comprise the Pre-Settlement Payment Information Files, which Planet Payment shall make available within 3 hours after the daily Settlement Cut-Off

2.2Post-Settlement Reports: The following package of reports shall be made available on a daily basis in accordance with the Timing Chart.  Timing for all Post-Settlement Reports is subject to timely receipt of necessary data from Acquirer, such that Planet Payment shall not be responsible for the late delivery of any report that is dependent on information to be supplied by Acquirer, which information is itself not delivered to Planet Payment on a timely basis:

(a)Acquirer Submission Detail;

(b)Daily Acquirer BIN ICA Reconciliation Report;

(c)Daily Late Presentment Transactions Report;

(d)Daily Merchant FX Revenue Report;

(e)Daily Merchant Setup Report;

(f)Daily Participant Revenue Report;

(g)Daily Computed Revenue Share Report;

(h)Daily Transaction Adjustment Report.

3.Monthly File:All report files will be transmitted or available for download on PWEB (for Acquirer) or MWEB (for Acquirer Merchants) as the case may be, in accordance with the following schedule.  All monthly reports will be made available by the [*] business day following the last day of a business month.  Timing for all monthly reports is subject to timely

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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receipt of necessary data from Acquirer, such that Planet Payment shall not be responsible for late delivery of any report that is dependent upon information to be supplied by the Acquirer, which information is itself not delivered to Planet Payment on a timely basis.  The following package of reports shall be made available on a monthly basis:

(a)Monthly Computed Revenue Share Report;

(b)Monthly All Participant Revenue Share Summary Report;

(c)Monthly All Participant Revenue Share Detail Report;

(d)Monthly Merchant Incentive Statement;

(e)Monthly Merchant Revenue Share Report;

(f)Monthly Visa AP Active Acquirer Merchant Registration Report;

(g)Monthly Opt-in/Lost Opportunities by Merchant Report (when available which may be after the [*] business day of the month).

4.Standard

[*] of reports and files specified in this Section shall be available within the timeframes set forth above as measured on a calendar quarterly basis. 

5.PWEB and MWEB

PWEB (including PWEB-Multi-BIN Acquiring, PWEB- Acquirer, and PWEB- Participant) and MWEB will have availability of at least [*], as measured on a calendar quarterly basis.  For a period of six months after implementation of the Planet Payment processing Services, the availability may be not less than [*]

D.Set up of Merchant Profile in Planet Payment Platform

Typical time for setting up a new Merchant Outlet on the Planet Payment Platform shall be [*] in New York from the date that Planet Payment receives the properly completed Bulk File from Acquirer.

E.Notice of Service Interruptions

Planet Payment agrees to notify Acquirer of the following service interruptions within the noted time frames.

2.1Any Scheduled Outage -at least [*] prior to the downtime.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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2.2Any Unscheduled Outage of more than [*], which is initiated by Planet Payment- within [*] of the Outage being initiated.

2.3 Any Unscheduled Outage which was not initiated by Planet Payment  within [*] of the outage.

2.4 Any transmission failure- within [*] of the interruption

 2.5    Anycommunication network outage that is known to Planet Payment- as soon as possible.

F.Processing Services. Planet Payment’s processing services shall meet or exceed [*]% of the established window for system availability, as measured on a calendar quarterly basis, except to the extent a different standard is set forth herein.

G. Fault Resolution:

1.Response Time:

Planet Payment shall provide the following service schedule for responding to problems identified or reported where the cause of the problem is, partly or completely, related to the Planet Payment’s Platform.  The severity of each problem shall be agreed between Acquirer and Planet Payment.

Severity	Example Definition	Resolution Objective
1	The authorization system is down, impacting a Merchant’s ability to operate its business.  NO bypass alternative is available (Voice authorization or routing of Foreign Transactions to the Acquirer is a bypass alternative).	1-2 hours
2	The authorization system is down, impacting a Merchant’s ability to operate its business in an acceptable manner.  A bypass alternative is available but is difficult or impacts customer operation (e.g. voice authorization may significantly slow the authorization process or routing of Foreign Transactions to Acquirer renders DCC unavailable to Merchant Acquirer). A problem which may have on-going financial implications for each day it remains unresolved	Up to 4 hours
3	Any problem, which causes restricted function or minor impact upon performance.  Any research problem, which may have financial impact but not on-going financial impact. Any error or fault that reduces the functionality or benefit of the service e.g. unresolved irregularity in reporting.	Up to 7 days

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4 A circumvented problem. The problem’s impact is non-critical and does not affect day to day operation or have on-going or immediate financial implications.  Acquirer request for supporting information to assist the monitoring of service delivery standards. Up to 10 days

For the avoidance of doubt, the severity of the following incidents will be classified as:

1.System error with significant or on-going financial impact to Acquirer and Acquirer’s merchants to be 2;

2.System error without on-going financial impact to Acquirer or Acquirer’s merchants to be 3;

3.Merchant Statement error to be 3;

4.A research request not affecting day to day operation and does not have on-going or immediate financial impact to be level 4.

2.Customer Service Response Levels

Planet Payment shall exercise commercially reasonable efforts to achieve or exceed customer service response levels comparable to that achieved by third party providers of comparable services. Planet Payment shall respond to [*]% of all telephonic or written inquiries within [*], as measured on a calendar monthly basis. First level support for the Gateway Merchants’ issues relating to the MICROS Payment Gateway Services shall be provided by MICROS pursuant to separate arrangements between MICROS and the Gateway Merchants using the Gateway Services.

3.Contacts

All notification obligations upon Planet Payment under this Schedule 2 shall be satisfied by making contact in accordance with the contact details set forth below. Acquirer may change such contact details by providing written notification to Planet Payment (in accordance with Section 21 of the Agreement). Set forth below are the escalation contact details for Planet Payment. Planet Payment may change such contact details by providing written notification to Acquirer (in accordance with Section 21 of the Agreement).

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Acquirer	Name	Contact Phone Number	Contact Fax Number	E-Mail Address
Primary Contact no
First Emergency Contact
Second Emergency Contact

Planet Payment	Name	Contact phone number	Contact fax number	E-Mail Address
Primary Contact no
First Emergency Contact
Second Emergency Contact

H.Monthly Service Levels

Service level penalties measured on monthly performance:

1.[*], Planet Payment will pay to Acquirer an amount equal to a percentage of the Acquirer’s Revenue Share for the month in which the service level standard was not met (“Monthly Acquirer Margin”).  The percentage payable shall be [*]% for each [*]% reduction in the service level achieved below the required standard, or any part thereof.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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2.If Planet Payment fails to meet [*] of any of the Service Level Standards set forth in this Schedule during any [*] period, Planet Payment will pay an amount equal to [*]% of the Acquirer Revenue for the relevant month during which the failure occurred.  If Planet Payment fails to meet [*] of the Service Level Standards set forth herein during any [*] period, Planet Payment will pay an amount equal to [*]% of the Acquirer Revenue for the relevant month during which the failure occurred.  If Planet Payment fails to meet [*] or more of the Service Level Standards set forth herein, during any [*], Planet Payment will pay an amount equal to [*]% of the Acquirer Revenue for the relevant [*] during which the failure occurred. 

I.Review of Service Levels

Acquirer and Planet Payment will review the terms and conditions of these Service Level Standards to ensure that there is an acceptable standard of quality in the services provided by Planet Payment.  Any changes to these Service Level Standards shall be effective only upon written agreement of both parties.

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SCHEDULE 3

APPROVED CURRENCIES

Australian Dollar	AUD
British Pound Sterling	GBP
Canadian Dollar	CAD
Chinese RMB Yuan	CNY
Danish Krone	DKK
European EURO	EUR
Hong Kong Dollar	HKD
Indian Rupee	INR
Japanese Yen	JPY
Macau Pataca	MOP
Malaysia Ringitt	MYR
New Taiwan Dollar	TWD
New Zealand Dollar	NZD
Norwegian Krone	NOK
Philippine Peso	PHP
Russian Ruble	RUB
Saudi Ryal	SAR
Singapore Dollar	SGD
South African Rand	ZAR
South Korean Won	KRW
Sri Lanka Rupees	LKR
Swedish Krona	SEK
Swiss Franc	CHF
Thai Bhat	THB
United States Dollars	USD

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SCHEDULE 4

SAMPLE DESIGNATED TERRITORY ADDENDUM

DESIGNATED TERRITORY ADDENDUM

THIS ADDENDUM is supplemental to the Services Agreement dated as of ___________, 2015 between PLANET PAYMENT, INC. (“Planet Payment”), and GLOBAL PAYMENTS DIRECT, INC. (“Acquirer”) (the “Agreement”) and is entered into pursuant to Section 2.2 thereof.  Words and expressions defined in the Agreement shall bear the same meaning herein as in the Agreement except to the extent separately defined herein.

The following provisions modify and supplement certain terms and operational procedures pursuant to the Agreement to the extent that they relate to the Designated Territory set forth below.  In the event of any conflict between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail.

1.Designated Territory:

2.Additional Planet Payment Party (Name and address):

3.Additional Global Payments Party (Name and address):

4.Existing Agreement Relating to the Designated Territory:

5.Effective Date of this Addendum:

6.Approved Currency Changes:

7.MCP Services: (applicable/not applicable)

8.MICROS Gateway Services: (applicable/not applicable)

9.Special Terms (if any):

10.Each additional party named in Sections 2 and 3 of this Addendum hereby assumes and agrees to be bound by the provisions of the Agreement, as amended by this Addendum, with effect from the Effective Date as the Agreement relates to the operation of the Acquirer Program in the Designated Territory set forth in Section 1 above.

11.The parties undertake to execute and deliver and procure the execution and delivery by their respective Affiliates of all such further documents and shall take and procure the taking of all such steps as may reasonably be required to give effect to the intent and purposes of this Addendum.

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12.This Amendment will become effective when signed by duly authorized representatives of the parties.  The Agreement shall continue in full force and effect in all respects, except to the extent expressly amended by the provisions of this Addendum.

This Addendum was duly executed by the representatives of the parties on the ____ day _______ 201__

Planet Payment, Inc.	Global Payments Direct, Inc.
By:	By:
Name:	Name:
Title:	Title:

[EXECUTION BY ADDITONAL PARTIES]

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SCHEDULE 5

SECURITY

The terms of this Schedule apply (i) to any interaction between Acquirer and the Planet Payment Services; and (ii) to all instances when Planet Payment receives, transfers, stores, or processes Acquirer’s Confidential Information and any other information obtained from or provided by or on behalf of Acquirer in conjunction with the Services. Planet Payment shall be responsible for ensuring that its parents, Affiliates and subsidiaries and their respective Independent Contractors comply with this Schedule to the extent they receive, transfer, store, process or can otherwise access Acquirer’s Confidential Information and any other information obtained from or provided by or on behalf of Acquirer in conjunction with the Services.

1.Definitions.  The following terms shall have the meanings as set forth below for the purposes of this Schedule:

1.1“Global Payments Information Systems” means information systems resources, including without limitation, network infrastructure, computer systems, workstations, laptops, hardware, software, databases, storage media, proprietary applications, printers, and internet connectivity which are owned, controlled or administered by or on behalf of Acquirer.

1.2“Planet Payment Services” means any information collection, storage or processing performed by Planet Payment (i) which directly or indirectly supports the Services or functions now or hereafter furnished to Acquirer under the Agreement, (ii) using any Acquirer Confidential Information, or (iii) in respect of any other information if performed on behalf of Acquirer or in support of Acquirer business, operations or services.

1.3“Security Incident” means the unauthorized access, acquisition, use, disclosure, modification, or destruction of Acquirer’s Confidential Information obtained by Planet Payment from or provided by or on behalf of Acquirer to Planet Payment pursuant to this Agreement.  Security Incidents are classified as follows:

(a)“High Severity” or severity 1 (severe impact) means external loss or exposure of Confidential Information or adverse events causing significant impact to mission critical information technology systems, such as (without limitation) denial of service attacks.  Incidents or exposures classified at this level affect Merchants, Acquirer’s provision of services to Merchants or critical Global Payments Information Systems.

(b)“Medium Severity” or severity 2 (major impact) means internal loss or exposure of Acquirer’s Confidential Information or adverse events causing a significant business interruption.  Incidents or exposures classified at this level affect non-critical Global Payments Information Systems and may affect Acquirer Merchants.

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(c)“Low Severity” or severity 3 (moderate impact) means loss or exposure of Global Payments’ public information or adverse events causing a limited or confined business interruption.  Incidents or exposures classified at this level affect Global Payments Information Systems or assets, but do not affect Acquirer’s Merchants.

1.4“Planet Payment Services Resources” means information processing resources supplied or operated by Planet Payment, including without limitation, network infrastructure, computer systems, workstations, laptops, hardware, software, databases, storage media, printers, proprietary applications, Internet connectivity, which are used, either directly or indirectly, in support of Planet Payment Services.

2.Security Management

2.1Acquirer Security Contact.  Planet Payment shall utilize its Acquirer business contact as the initial point of contact for security issues.  Such contact will then identify appropriate security personnel to respond to Planet Payment’s security issues. 

2.2Infrastructure Protection.  Planet Payment shall maintain and adhere to procedures satisfying generally accepted industry standards (including PCI-DSS) designed to protect Planet Payment Services Resources, including, at a minimum:

(a)Formal, comprehensive security program (policies, standards, processes, etc.);

(b)Processes for becoming aware of, and maintaining, security patches and fixes;

(c)Router filters, firewalls, and other mechanisms to restrict access to the Planet Payment Services Resources;

(d)Processes to prevent, detect, and eradicate malicious code (e.g., viruses, etc.); and

(e)Processes to test regularly the efficacy of Planet Payment’ security program (e.g., at least annual penetration testing) and promptly correct any identified deficiencies.

2.3Updates.  Acquirer may, from time to time, advise Planet Payment of recent security threats that have come to its attention, and reasonably require Planet Payment to promptly implement specific and reasonable modifications to its systems, software, policies, or procedures that may be necessary to counter these threats. Notwithstanding the foregoing and any minimum standards set forth in this Addendum, Planet Payment shall be solely responsible for monitoring and incorporating reasonable industry-standard security safeguards.

3.Risk Management

3.1General Requirements.  Planet Payment shall maintain appropriate safeguards and controls and exercise due diligence to protect Acquirer’s Confidential Information and Planet

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Payment Services Resources against unauthorized access, use, and/or disclosure.  In doing the foregoing, Planet Payment shall consider all of the below factors:

(a)Federal, state, legal and regulatory requirements;

(b)Current rules and industry standards;

(c)Information technology and financial services accepted practices;

(d)Sensitivity of the data; and

(e)Relative level and severity of risk of harm should the integrity, confidentiality, availability or security of the data be compromised, as determined by Planet Payment as part of an overall risk management program.

3.2Security Evaluations. 

(a) Planet Payment shall periodically (no less than annually) evaluate its processes and systems to ensure continued compliance with obligations imposed by law, regulation or contract with respect to the confidentiality, integrity, availability, and security of Global Payments Confidential Information and Planet Payment Services Resources.  Planet Payment shall periodically (no less than quarterly) conduct vulnerability assessments and penetration tests of its publicly-accessible Planet Payment Services Resources. Planet Payment shall document the results of these evaluations and any remediation activities taken in response to such evaluations.  Upon request no more than once per year, Planet Payment shall provide a copy of its PCI-DSS Report of Compliance, SSAE 16 SOC 1, Type II report and any other certifications, attestations or reports required by applicable law, regulations or industry governing bodies for the provision of Services hereunder.

3.3Internal Records.  Planet Payment shall maintain mechanisms to capture, record, and examine information relevant to Security Incidents.  In response to such events, Planet Payment shall take appropriate action to address and remediate identified vulnerabilities that could impact Acquirer’s Confidential Information and Planet Payment Services Resources.

3.4Planet Payment Locations.  Acquirer acknowledges that (i) the Planet Payment Services Resources are located in various countries and are operated by Planet Payment and its Affiliates; (ii) that Planet Payment and its Affiliates use Planet Payment Services Resources in various countries in order to provide services to Acquirer pursuant to this Agreement; and (iii) that Planet Payment may need to export Acquirer’s data, including Confidential Information, out of the Designated Territory in which they may originate, for the purposes of Planet Payment fulfilling its obligations under this Agreement.  Planet Payment represents and warrants that it will export such data only in accordance with this Agreement and all privacy and data protection laws and regulations that apply to such transfers of data.

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4.Personnel Security

4.1Access to Acquirer’s Confidential Information.  Planet Payment shall require its employees, contractors and agents who have, or may be expected to have, access to Acquirer’s Confidential Information, Global Payments Information Systems or Planet Payment Services Resources to comply with the provisions of the Agreement, including without limitation, this Schedule.  Planet Payment will remain responsible for any breach of this Schedule by its Affiliates, employees, contractors, and agents. 

4.2  Security Awareness.  Each party shall ensure that its employees, contractors and agents remain aware of industry standard security practices, and their respective responsibilities for protecting the Acquirer’s Confidential Information and the Planet Payment Services Resources.  This shall include, but not be limited to:

(a)Protection against malicious software (such as viruses);

(b)Appropriate password protection and password management practices; and

(c)Appropriate use of workstations and computer system accounts.

4.3Supervision of Workforce.  Planet Payment shall maintain processes for authorizing and supervising its employees, temporary employees, and independent contractors and for monitoring access to Acquirer’s Confidential Information, Global Payments Information Systems and Planet Payment Services Resources. 

4.4Background Checks.  Planet Payment shall maintain processes to determine whether a prospective member of Planet Payment’s workforce with access to Global Payments Confidential Information and Planet Payment Services Resources is sufficiently trustworthy. Such background checks may have been performed as part of Planet Payment’s standard pre-employment screening process and may include the following:  (i) education verification; (ii) prior employment verification for all employees above entry level; (iii) social insurance verification (if applicable); (iv) felony, misdemeanor and other equivalent criminal checks in applicable jurisdictions; and (v) review of credit report. 

5.Physical Security.  Planet Payment shall maintain appropriate physical security controls (including facility and environmental controls) to prevent unauthorized physical access to Planet Payment Services Resources and areas in which Acquirer’s Confidential Information is stored or processed in accordance with PCI-DSS. Planet Payment shall adopt and implement a written security plan which documents such controls and the policies and procedures through which such controls will be maintained.  Planet Payment shall maintain appropriate records of maintenance performed on Planet Payment Services Resources.

6.Security Monitoring and Response

6.1Incident Response.  Planet Payment shall maintain formal processes to detect, identify, report, respond to, and resolve Security Incidents in a timely manner. 

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6.2Incident Notification.  Subject to the requirements of law enforcement agencies, which may be investigating any Security Incident, Planet Payment shall provide Acquirer with notice (i) within twenty-four (24) hours of Planet Payment’s reasonable suspicion of the occurrence of a High Severity Security Incident or Medium Severity Security Incident, which impacted Acquirer Confidential Information and (ii) within forty eight (48) hours of Planet Payment’s reasonable suspicion of the occurrence of a Low Severity Security Incident, which is suspected of having impacted Acquirer Confidential Information.  Planet Payment shall diligently work to resolve any Security Incidents, promptly provide information regarding remediation plans that are reasonably designed to minimize impacts to Acquirer and keep Acquirer informed of the status of remediation efforts.

7.Communication Security

7.1Exchange of Acquirer’s Confidential Information.  The parties agree to utilize a secure method of transmission when exchanging Acquirer’s Confidential Information electronically. 

7.2Encryption.  Each Party shall maintain encryption, in accordance with standards mutually agreed upon between the parties in conformance with applicable industry standards, for all transmission of Acquirer’s Confidential Information via public networks (e.g., the Internet). 

7.3Protection of Storage Media.  Acquirer shall ensure that storage media containing Acquirer’s Confidential Information is properly sanitized of all Acquirer’s Confidential Information in accordance with DOD5220.22-M (minimum 3-pass wipe) or is destroyed in accordance with applicable laws and regulations prior to disposal or re-use for non- Acquirer-related use.  All media on which Acquirer’s Confidential Information is stored shall be protected against unauthorized access or modification.  Acquirer shall maintain reasonable and appropriate processes and mechanisms to maintain accountability and tracking of the receipt, removal and transfer of storage media used for Planet Payment Services or on which Acquirer’s Confidential Information has been stored.

7.4Data Integrity.  Planet Payment shall maintain and adhere to processes to prevent unauthorized or inappropriate modification of Acquirer’s Confidential Information, for both data in transit and data at rest.

8.Access Control

8.1Identification and Authentication.  All access to any Acquirer’s Confidential Information or any Planet Payment Services Resources shall be Identified and Authenticated as defined in this Section.  “Identification” refers to processes which establish the identity of the person or entity requesting access to Acquirer’s Confidential Information and/or Planet Payment Services Resources.  “Authentication” refers to processes which validate the purported identity of the requestor.  For access to Acquirer’s Confidential Information or Planet Payment Services

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Resources, Planet Payment shall require Authentication by the use of an individual, unique user ID and an individual password or other appropriate Authentication technique.  Each party shall maintain its own procedures to ensure the protection, integrity, and soundness of all passwords created and/or used in connection with the Agreement. 

8.2Limited Access.  Planet Payment shall maintain appropriate access control mechanisms to prevent all access to Planet Payment Services Resources, except by Planet Payment personnel who have a “need to access” to perform a particular function in support of the Services.  The access and privileges granted shall be limited to the minimum necessary to perform the assigned functions. 

8.3Log Files. Log files of access to Acquirer’s Confidential Information must be maintained for up to one year and must contain the date, time, requestor, and the nature of the access (i.e., read-only or modify).

9.Third Parties.  Planet Payment shall require that any agent, including any subcontractor, to whom Planet Payment provides Acquirer’s Confidential Information agrees to maintain reasonable and appropriate safeguards that are consistent with the security requirements as described in this Exhibit to protect such Acquirer’s Confidential Information.

10. Usage Restrictions.  In addition to any limitations set forth in this Addendum and the Agreement, Planet Payment shall adhere to its policies and procedures designed to implement technical and organization measures to protect the Planet Payment Services, Global Payments Information Systems and Acquirer Confidential Information, as well as any additional measures reasonably required by Acquirer or required by applicable laws and regulations. Planet Payment will train employees/contractors/vendors on and implement said procedures in a way that produces at least the same degree of care as is used with its own Confidential Information, but never less than a reasonable degree of care, to protect Acquirer’s Confidential Information and Planet Payment Services Resources against unauthorized access, use, and/or disclosure. Planet Payment and its agents, contractors and vendors shall not sell, rent, lease, or otherwise transfer Acquirer’s Confidential Information to any individual, organization, or third party without Acquirer’s written consent except for the purposes of fulfilling Planet Payment’s obligations under this Agreement. 

11.Business Continuity and Disaster Recovery.  Planet Payment has put in place a business continuity and disaster recovery plan designed to minimize the risks associated with a disaster or similar incident affecting Planet Payment’s ability to provide the Services under the Agreement. Planet Payment’ recovery time objective (RTO) and recovery point objective (RPO) shall be four (4) hours or less for authorizations and settlement systems. Planet Payment’s recovery time objective (RTO) and recovery point objective (RPO) shall be twenty-four (24) hours or less for ancillary systems. Planet Payment will allow the Acquirer to view its disaster recovery and business continuity plan at a Planet Payment facility. Planet Payment will test its disaster recovery plan at least annually. In addition, Planet Payment will provide test results. In the event that Planet Payment’s disaster recovery plan test results reveals any deficiency in Planet Payment’s ability to meet the RPO, Planet Payment shall promptly remediate such deficiency, retest the disaster recovery plan, and provide the results to Acquirer.  Failure to use

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commercially reasonable efforts to remediate any deficiency in the disaster recovery plan shall constitute a material breach of this Agreement by Planet Payment. Acquirer is responsible for adopting a disaster recovery plan relating to disasters affecting Acquirer’s facilities. Planet Payment’s disaster recovery plan shall include provisions addressing its connections to and any integration with Acquirer’s facilities and systems.  Planet Payment must provide Acquirer with at least 30 days written notice before modifying its disaster recovery plan.

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SCHEDULE 6

EXCLUDED TERRITORIES AND AGREEMENTS

1.The terms of this Agreement shall not apply to the following territories:

[*];

[*];

[*].

For the avoidance of doubt, this Agreement is not intended to supersede or alter the terms of such agreements for the provision of services as are presently in effect between the parties in [*], or any agreements for the provision of MICROS payment gateway services, which agreements shall continue in full force and effect pursuant to their respective terms.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Page 1 of Schedule 6

SCHEDULE 7

MICROS PAYMENT GATEWAY SERVICES

In accordance with Section 5 of the Agreement, this Schedule shall apply only to the MICROS Designated Territories and shall have no effect on any other Designated Territory. Planet Payment will provide the Gateway Services in the MICROS Designated Territories for the acceptance of Cards (Visa®, MasterCard®, American Express® and Diner's Club®) . Subsequent to the initial implementation, Planet Payment may add support for UnionPay and JCB® cards, at such time and in such manner as the parties may agree.  The MICROS Payment Gateway will enable Acquirer’s Merchants to process the sale of goods and services by means of a Card, as described below.

1.Authorization Services. Upon the Gateway Merchant’s request, Planet Payment will electronically transmit, receive and present authorization requests to and responses from Acquirer’s authorization processor to the Gateway Merchants in a manner consistent with industry practice.  Authorization services include “top-up” authorizations for hotel and lodging applications.

2.Transaction TypesThe Gateway Services include support for the following Transaction types from Micros PMS and POS systems:

· Authorization (Swipe, manual entry, and EMV)

· Sale (Swipe, manual entry, and EMV)

· Refund (Swipe, manual entry, and EMV)

· Void (Swipe, manual entry, and EMV)

· Debit Sale (Swipe and EMV)

· Debit Refund (Swipe and EMV)

· Debit Void (Swipe and EMV)

· Timeout Reversal (Terminal generated)

· Reversal (MICROS generated reversals when the MICROS system does not receive a response from the terminal)

3.Card Batch Capture. Upon the Gateway Merchant's request, Planet Payment will electronically transmit Card Transaction data in a batch file, which includes all information required by the Card Associations for purposes of financial settlement of Transactions submitted from the Gateway Merchants to the Acquirer’s settlement processor.

4.Reporting. In addition to the Gateway Merchant reporting provided via M-WEB in accordance with the Service Agreement, the Gateway Services include the option of consolidated reporting for domestic and Foreign Transactions via an on-line interface or “push” e-mailed reports.

5.EMV Support. The Gateway Services include support for “chip and PIN” Cards and EMV processing in accordance with Card Association requirements, if the Gateway Merchant’s POS supports EMV processing.

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DESIGNATED TERRITORY ADDENDUM

Brunei

THIS ADDENDUM is supplemental to the Services Agreement dated as of May 1, 2015 between PLANET PAYMENT, INC. (“Planet Payment”), and GLOBAL PAYMENTS DIRECT, INC. (“Acquirer”) (the “Agreement”) and is entered into pursuant to Section 2.2 thereof.  Words and expressions defined in the Agreement shall bear the same meaning herein as in the Agreement except to the extent separately defined herein.

The following provisions modify and supplement certain terms and operational procedures pursuant to the Agreement to the extent that they relate to the Designated Territory set forth below.  In the event of any conflict between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail.

13.Designated Territory: BRUNEI

14.Additional Planet Payment Party (Name and address):PLANET PAYMENT (HONG KONG) LTD星滙易(香港)有限公司, a Hong Kong company with its principal place of business at 21/F Asia Orient Tower, Town Place, 33 Lockhart Road, Wan Chai, Hong Kong, SAR.

15.Additional Global Payments Party (Name and address):GLOBAL PAYMENTS ASIA PACIFIC LIMITEDa Hong Kong company with its principal place of business at 27/F Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Hong Kong, SAR.

16.Superseded Agreement Relating to the Designated Territory: Service Agreement dated August 6, 2010, as amended.

17.Effective Date of this Addendum: June 1, 2015.

18.Approved Currency Changes: Singapore Dollar (SGD) is not an Approved Currency.

19.Applicability of MCP Services: Not applicable. The Designated Territory is not an MCP Designated Territory.

20.Applicability of MICROS Gateway Services: Applicable. The Designated Territory is a MICROS Designated Territory.

21.Special Terms (if any): None.

22.Project Plan (if applicable): As previously agreed.

23.Each additional party named in Sections 2 and 3 of this Addendum hereby assumes and agrees to be bound by the provisions of the Agreement, as amended by this Addendum, with effect from the Effective Date as the Agreement relates to the

Page 1 of Brunei Territory Addendum

operation of the Acquirer Program in the Designated Territory set forth in Section 1 above.

24.The parties undertake to execute and deliver and procure the execution and delivery by their respective Affiliates of all such further documents and shall take and procure the taking of all such steps as may reasonably be required to give effect to the intent and purposes of this Addendum.

25.This Amendment will become effective when signed by duly authorized representatives of the parties.  The Agreement shall continue in full force and effect in all respects, except to the extent expressly amended by the provisions of this Addendum.

This Addendum was duly executed by the representatives of the parties on the 1st day of May, 2015.

Planet Payment, Inc.	Global Payments Direct, Inc.
By:	By:
Name:	Name: David L. Green
Title:	Title: Corporate Secretary
Planet Payment (Hong Kong) Ltd.	Global Payments Asia Pacific Limited
By:	By:
Name:	Name: Rowell del Fierro
Title:	Title: Authorized Signatory

Page 2 of Brunei Territory Addendum

DESIGNATED TERRITORY ADDENDUM

Canada

THIS ADDENDUM is supplemental to the Services Agreement dated as of May 1, 2015 between PLANET PAYMENT, INC. (“Planet Payment”), and GLOBAL PAYMENTS DIRECT, INC. (“Acquirer”) (the “Agreement”) and is entered into pursuant to Section 2.2 thereof.  Words and expressions defined in the Agreement shall bear the same meaning herein as in the Agreement except to the extent separately defined herein.

The following provisions modify and supplement certain terms and operational procedures pursuant to the Agreement to the extent that they relate to the Designated Territory set forth below.  In the event of any conflict between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail.

1.Designated Territory: CANADA

2.Additional Planet Payment Party (Name and address): None.

3.Additional Global Payments Party (Name and address): None.

4.Superseded Agreement Relating to the Designated Territory: Service Agreement dated December 16, 2010, as amended.

5.Effective Date of this Addendum: June 1, 2015.

6.Approved Currency Changes: Canadian Dollar (CAD) is not an Approved Currency; Indonesian Rupiah (IDR) is an Approved Currency.

7.Applicability of MCP Services: Applicable. The Designated Territory is an MCP Designated Territory.

8.Applicability of MICROS Gateway Services: Not applicable. The Designated Territory is not a MICROS Designated Territory.

9.Special Terms (if any): None.

10.Project Plan (if applicable): As previously agreed.

11.Each additional party named in Sections 2 and 3 of this Addendum hereby assumes and agrees to be bound by the provisions of the Agreement, as amended by this Addendum, with effect from the Effective Date as the Agreement relates to the operation of the Acquirer Program in the Designated Territory set forth in Section 1 above.

12.The parties undertake to execute and deliver and procure the execution and delivery by their respective Affiliates of all such further documents and shall take and procure

Page 1 of Canada Territory Addendum

the taking of all such steps as may reasonably be required to give effect to the intent and purposes of this Addendum.

13.This Amendment will become effective when signed by duly authorized representatives of the parties.  The Agreement shall continue in full force and effect in all respects, except to the extent expressly amended by the provisions of this Addendum.

This Addendum was duly executed by the representatives of the parties on the 1st day of May, 2015.

Planet Payment, Inc.	Global Payments Direct, Inc.
By:	By:
Name:	Name: David L. Green
Title:	Title: Corporate Secretary

Page 2 of Canada Territory Addendum

DESIGNATED TERRITORY ADDENDUM

Hong Kong

THIS ADDENDUM is supplemental to the Services Agreement dated as of May 1, 2015 between PLANET PAYMENT, INC. (“Planet Payment”), and GLOBAL PAYMENTS DIRECT, INC. (“Acquirer”) (the “Agreement”) and is entered into pursuant to Section 2.2 thereof.  Words and expressions defined in the Agreement shall bear the same meaning herein as in the Agreement except to the extent separately defined herein.

The following provisions modify and supplement certain terms and operational procedures pursuant to the Agreement to the extent that they relate to the Designated Territory set forth below.  In the event of any conflict between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail.

1.Designated Territory: HONG KONG

2.Additional Planet Payment Party (Name and address): PLANET PAYMENT (HONG KONG) LTD星滙易(香港)有限公司, a Hong Kong company with its principal place of business at 21/F Asia Orient Tower, Town Place, 33 Lockhart Road, Wan Chai, Hong Kong, SAR.

3.Additional Global Payments Party (Name and address): GLOBAL PAYMENTS ASIA PACIFIC LIMITEDa Hong Kong company with its principal place of business at 27/F Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Hong Kong, SAR.

4.Superseded Agreement Relating to the Designated Territory: Service Agreement dated October 20, 2009, as amended.

5.Effective Date of this Addendum: June 1, 2015.

6.Approved Currency Changes: Hong Kong Dollar (HKD) is not an Approved Currency.

7.Applicability of MCP Services: Not applicable. The Designated Territory is not an MCP Designated Territory.

8.Applicability of MICROS Gateway Services: Applicable. The Designated Territory is a MICROS Designated Territory.

9.Special Terms (if any): None.

10.Project Plan (if applicable): As previously agreed.

11.Each additional party named in Sections 2 and 3 of this Addendum hereby assumes and agrees to be bound by the provisions of the Agreement, as amended by this Addendum, with effect from the Effective Date as the Agreement relates to the

Page 1 of Hong Kong Territory Addendum

operation of the Acquirer Program in the Designated Territory set forth in Section 1 above.

12.The parties undertake to execute and deliver and procure the execution and delivery by their respective Affiliates of all such further documents and shall take and procure the taking of all such steps as may reasonably be required to give effect to the intent and purposes of this Addendum.

13.This Amendment will become effective when signed by duly authorized representatives of the parties.  The Agreement shall continue in full force and effect in all respects, except to the extent expressly amended by the provisions of this Addendum.

This Addendum was duly executed by the representatives of the parties on the 1st day of May, 2015.

Planet Payment, Inc.	Global Payments Direct, Inc.
By:	By:
Name:	Name: David L. Green
Title:	Title: Corporate Secretary
Planet Payment (Hong Kong) Ltd.	Global Payments Asia Pacific Limited
By:	By:
Name:	Name: Rowell del Fierro
Title:	Title: Authorized Signatory

Page 2 of Hong Kong Territory Addendum

DESIGNATED TERRITORY ADDENDUM

India

THIS ADDENDUM is supplemental to the Services Agreement dated as of May 1, 2015 between PLANET PAYMENT, INC. (“Planet Payment”), and GLOBAL PAYMENTS DIRECT, INC. (“Acquirer”) (the “Agreement”) and is entered into pursuant to Section 2.2 thereof.  Words and expressions defined in the Agreement shall bear the same meaning herein as in the Agreement except to the extent separately defined herein.

The following provisions modify and supplement certain terms and operational procedures pursuant to the Agreement to the extent that they relate to the Designated Territory set forth below.  In the event of any conflict between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail.

1.Designated Territory: INDIA

2.Additional Planet Payment Party (Name and address): None.

3.Additional Global Payments Party (Name and address): GLOBAL PAYMENTS ASIA-PACIFIC (INDIA) PRIVATE, LTD.,an Indian company with its principal place of business at HSBC 1st Floor Shiv Building, Plot #139-140B, Western Express Highway, Sahar Road Junction Vile Parle(E), Mumbai, India, 400057.

4.Superseded Agreement Relating to the Designated Territory: Service Agreement, dated April 1, 2014, as amended.

5.Effective Date of this Addendum: June 1, 2015.

6.Approved Currency Changes: Indian Rupee (INR) and Chinese RMB Yuan (CNY) are not Approved Currencies; United Arab Dirham (AED) is an Approved Currency.

7.Applicability of MCP Services: Not applicable. The Designated Territory is not an MCP Designated Territory.

8.Applicability of MICROS Gateway Services: Not applicable. The Designated Territory is not a MICROS Designated Territory.

Page 1 of India Territory Addendum

9.Special Terms (if any):

(a)Merchant Revenue. Solely with respect to this Designated Territory, all references in Section 7.2(a) (Merchant Revenue) to “[*]” shall be replaced with the following: “[*]”.

(b)Manual Billing. Certain Merchants are billed manually in accordance with the terms set forth in Exhibit A to this Designated Territory Addendum.

(c)Conversion of Certain Processing Functions To Acquirer Platform. The parties hereby acknowledge that pursuant to similar agreements for DCC Transaction processing entered into between the parties, or their respective Affiliates, the parties have developed an alternative method of processing DCC Transactions together (the “New Method”).  For the avoidance of doubt the New Method is as described in the mutually agreed upon specifications pursuant to which DCC Transaction processing is being undertaken by the parties, or their respective Affiliates, in Hong Kong.  It is intended that in due course the parties shall adopt the New Method for DCC Transaction processing with respect to DCC Transactions to be processed pursuant to this Agreement.  Accordingly, the parties hereby agree that the New Method may be adopted in the following manner: Acquirer will use commercially reasonable efforts to give Planet Payment 60 days prior notice that it is ready to begin implementing the New Method, and Acquirer and Planet Payment shall thereafter discuss how the New Method shall be implemented with respect to the Designated Territory.  The parties shall use commercially reasonable efforts to develop a mutually agreed upon specification and implementation plan with respect to the New Method.  Planet Payment agrees that it will use its commercially reasonable efforts to provide assistance to Acquirer to implement the New Method with respect to the Designated Territory, provided that Planet Payment shall not have any obligations whatsoever to assist Acquirer in any way in specifying, designing, or implementing functions similar to any of Planet Payment’s functions provided hereunder, relating to the conversion, calculation, reporting or reconciliation of cross currency transactions.  Nothing herein shall oblige Planet Payment to disclose, transfer or license any of the Planet Payment IP to Acquirer for the purposes of implementing the New Method.  In the event Planet Payment and Acquirer mutually agree that modifications or enhancements requested by Acquirer are substantially different to the way the New Method has been implemented in Hong Kong, the parties will negotiate in good faith a reasonable charge to be paid by Acquirer for Planet Payment’s efforts with respect to such modifications or enhancements.  The implementation of the New Method shall not affect or result in any modification of the parties respective obligations hereunder.  For the avoidance of doubt until such time as the New Method has been fully implemented by the parties, the parties shall continue to process DCC

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Page 2 of India Territory Addendum

Transactions in the Designated Territory in the same manner and in accordance with the mutually agreed specifications, which are in effect as of the date hereof.

10.Project Plan (if applicable): As previously agreed.

11.Each additional party named in Sections 2 and 3 of this Addendum hereby assumes and agrees to be bound by the provisions of the Agreement, as amended by this Addendum, with effect from the Effective Date as the Agreement relates to the operation of the Acquirer Program in the Designated Territory set forth in Section 1 above.

12.The parties undertake to execute and deliver and procure the execution and delivery by their respective Affiliates of all such further documents and shall take and procure the taking of all such steps as may reasonably be required to give effect to the intent and purposes of this Addendum.

13.This Amendment will become effective when signed by duly authorized representatives of the parties.  The Agreement shall continue in full force and effect in all respects, except to the extent expressly amended by the provisions of this Addendum.

This Addendum was duly executed by the representatives of the parties on the 1st day of May, 2015.

Planet Payment, Inc.	Global Payments Direct, Inc.
By:	By:
Name:	Name: David L. Green
Title:	Title: Corporate Secretary
Global Payments Asia-Pacific (India) Private, Ltd.
By:
Name: Rowell del Fierro
Title: Authorized Signatory

Page 3 of India Territory Addendum

Exhibit A to India Designated Territory Addendum

1.DEFINITIONS.

1.1Unless otherwise defined herein, capitalized terms used herein shall bear the meaning ascribed to them in the Agreement.

1.2The following terms when used in this Exhibit shall have the meanings set forth below:

(a)Adjusted Planet Payment Revenue shall have the meaning set forth in Section 2.2 of this Exhibit.

(b)Correction Amount shall mean, for a given month, an amount equal to the aggregate of the product of (i) the  aggregate of the Purchase Amount of all DCC Transactions for each Subject Merchant for such month, as converted into the currency in which the Acquirer Settlement is denominated, multiplied by (ii) the applicable rate for each such Subject Merchant set forth on Annex 1 hereto.

(c)Revised Acquirer Revenue shall mean, for a given month, an amount equal to (i) the aggregate Net FX Margin for the Subject Merchants for such month minus (i) the Revised Planet Payment Revenue for such month.

(d)Revised Planet Payment Revenue shall mean for a given month, an amount equal to the product  of (i) the aggregate Net FX Margin for the Subject Merchants for such month minus the Correction Amount for such month, multiplied by (ii)  Planet Payment’s applicable revenue share rate.

(e)Subject Merchants shall mean the Merchants listed on Annex 1 hereto, subject to amendment as agreed to in writing by both parties from time to time.

2.THE MANUAL BILLING PROCESS.

2.1With effect from the Effective Date, with respect to the Subject Merchants only, Planet Payment shall change the Merchant set up for each Subject Merchant in MAS, so that the Merchant Revenue shall be zero and the merchant discount rate shall be zero.

2.2With effect from the Effective Date, with respect to the Subject Merchants only, Planet Payment shall calculate the following amounts manually:

(a)The Acquirer Revenue;

(b)The Revised Acquirer Revenue;

(c)The Correction Amount; and

Page 4 of India Territory Addendum

(d)The Revised Planet Payment Revenue.

A sample calculation of each amount is set forth in Annex 2 hereto.

2.3For each month during the term of this Exhibit, within [*] of the date on which Planet Payment provides Acquirer with revenue calculations and reporting  pursuant to the Agreement,  Planet Payment shall provide Acquirer with an Excel file including the calculation of Acquirer Revenue, Revised Acquirer Revenue the Correction Amount and the Revised Planet Payment Revenue for such month. 

2.4If for any month, Acquirer disputes the Correction Amount and Revised Planet Payment Revenue calculated for such month, Acquirer may adjust the Correction Amount and Planet Payment Revenue using its reasonable discretion (such adjusted amount, the “Adjusted Planet Payment Revenue”) and shall promptly pay to Planet Payment, the Planet Payment Revenue, including the Adjusted Planet Payment Revenue, as adjusted based on the adjusted Correction Amount (the Adjusted Planet Payment Revenue represents the undisputed amount owed to Planet Payment hereunder).  Acquirer and Planet Payment agree to promptly work together in good faith to resolve any disputes in good faith.  Upon resolution of any such disputes, (i) if the parties agree that the Adjusted Planet Payment Revenue is more than the agreed Revised Planet Payment Revenue for such month, Acquirer shall subtract an amount equal to such difference from the next payment of Planet Payment Revenue to Planet Payment; or (ii) if the parties agree that the Adjusted Planet Payment Revenue is less than agreed Revised Planet Payment Revenue for such month, Acquirer shall add an amount equal to such difference to the next payment of Planet Payment Revenue to Planet Payment.

2.5Service Level Standards.  Acquirer agrees that the service level standards set forth in the Agreement shall not apply to any of the manual calculations and reporting to be provided under this Exhibit.

2.6Planet Payment Revenue.  For all purposes under the Agreement, Revised Planet Payment Revenue shall be included in and a part of Planet Payment Revenue.

3.TERM.  The Term of this Exhibit will commence upon the Effective Date and shall terminate upon the earlier of (a) termination of the Agreement or this Designated Territory Addendum; and (b) either party giving not less than 30 days’ notice of termination of this Exhibit to the other.  Upon termination of this Exhibit, the parties shall resume the usual automated process for calculating revenue shares and billing, as set forth in the Agreement, with effect from the first complete calendar month following the date of termination of this Exhibit.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Page 5 of India Territory Addendum

4.DISCLAIMERS, EXCLUSIONS OF LIABILITY & INDEMNIFICATION.

4.1No Warranties.  Acquirer acknowledges thatit has requested Planet Payment to undertake these manual calculations for Acquirer’s benefit, instead of the usual automated processes agreed to by the parties under the Agreement and that by their nature manual calculations may be subject to errors and delays in processing.  Planet Payment makes no warranties or representations that the manual calculations hereunder will be accurate, or will be timely made  in accordance with the provisions of the Agreement or this Exhibit and in particular in accordance with the applicable Service Level Standards.  In the event of any errors or delays, Planet Payment’s sole obligation shall be to correct the errors and to use commercially reasonable efforts to complete the calculations and reports as soon as reasonably practicable.

4.2No Liability and Acquirer Indemnification.  Acquirer shall not be entitled to make any claim against Planet Payment for any damages, costs, claims of any description whatsoever, including any claims under any indemnification provisions of the Agreement for any matter arising out of or relating to this Exhibit.   In addition to the indemnification obligations of Acquirer under the Agreement,  and notwithstanding any other provision of the Agreement, Acquirer shall be liable to and shall indemnify and hold Planet Payment, and its employees, representatives, successors and permitted assigns harmless from and against any and all legal liability to a third party, and out of pocket costs and expense (including litigation expenses and reasonable legal fees) to which Planet Payment, and its employees, representatives, successors and permitted assigns are subjected, or which it incurs in connection with any claims, which arise from or out of or as a result of (i) any claims of any of the Subject Merchants as a result of any errors, or delays in billing or statementing, or otherwise arising out of the use and operation of the manual process described above, even if Planet Payment is ultimately found to be responsible for any such errors or delays; (ii)  any costs, claims, fines, or penalties arising out of any claims that any process or any system configuration, Merchant setup, Merchant Revenue calculation, merchant discount rate or any other matter whatsoever undertaken or omitted to be undertaken by Planet Payment pursuant to this Exhibit is in breach of any applicable law or the Rules. 

Page 6 of India Territory Addendum

Annex 1 to Exhibit A of the India Territory Addendum

Merchant ID	Group DBA	Merchant Name	Merchant Revenue before June 1st 2013	Correction Amount on and after June 1st 2013
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Page 7 of India Territory Addendum

Merchant ID	Group DBA	Merchant Name	Merchant Revenue before June 1st 2013	Correction Amount on and after June 1st 2013
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
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[*]	[*]	[*]	[*]	[*]

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Page 8 of India Territory Addendum

Merchant ID	Group DBA	Merchant Name	Merchant Revenue before June 1st 2013	Correction Amount on and after June 1st 2013
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
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[*]	[*]	[*]	[*]	[*]
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[*]	[*]	[*]	[*]	[*]

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Page 9 of India Territory Addendum

Merchant ID	Group DBA	Merchant Name	Merchant Revenue before June 1st 2013	Correction Amount on and after June 1st 2013
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Page 10 of India Territory Addendum

Annex 2 to Exhibit A of the India Territory Addendum

[*]

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Page 11 of India Territory Addendum

DESIGNATED TERRITORY ADDENDUM

Macau

THIS ADDENDUM is supplemental to the Services Agreement dated as of May 1, 2015 between PLANET PAYMENT, INC. (“Planet Payment”), and GLOBAL PAYMENTS DIRECT, INC. (“Acquirer”) (the “Agreement”) and is entered into pursuant to Section 2.2 thereof.  Words and expressions defined in the Agreement shall bear the same meaning herein as in the Agreement except to the extent separately defined herein.

The following provisions modify and supplement certain terms and operational procedures pursuant to the Agreement to the extent that they relate to the Designated Territory set forth below.  In the event of any conflict between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail.

1.Designated Territory: MACAU

2.Additional Planet Payment Party (Name and address):PLANET PAYMENT (HONG KONG) LTD星滙易(香港)有限公司, a Hong Kong company with its principal place of business at 21/F Asia Orient Tower, Town Place, 33 Lockhart Road, Wan Chai, Hong Kong, SAR.

3.Additional Global Payments Party (Name and address):GLOBAL PAYMENTS ASIA PACIFIC LIMITED a Hong Kong company with its principal place of business at 27/F Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Hong Kong, SAR.

4.Superseded Agreement Relating to the Designated Territory: Service Agreement dated October 20, 2009, as amended.

5.Effective Date of this Addendum: June 1, 2015.

6.Approved Currency Changes: Macau Pataca (MOP) is not an Approved Currency.

7.Applicability of MCP Services: Not applicable. The Designated Territory is not an MCP Designated Territory.

8.Applicability of MICROS Services: Applicable. The Designated Territory is a MICROS Designated Territory.

9.Special Terms (if any): None.

10.Project Plan (if applicable): As previously agreed.

11.Each additional party named in Sections 2 and 3 of this Addendum hereby assumes and agrees to be bound by the provisions of the Agreement, as amended by this Addendum, with effect from the Effective Date as the Agreement relates to the

Page 1 of Macau Territory Addendum

operation of the Acquirer Program in the Designated Territory set forth in Section 1 above.

12.The parties undertake to execute and deliver and procure the execution and delivery by their respective Affiliates of all such further documents and shall take and procure the taking of all such steps as may reasonably be required to give effect to the intent and purposes of this Addendum.

13.This Amendment will become effective when signed by duly authorized representatives of the parties.  The Agreement shall continue in full force and effect in all respects, except to the extent expressly amended by the provisions of this Addendum.

This Addendum was duly executed by the representatives of the parties on the 1st day of May, 2015.

Planet Payment, Inc.	Global Payments Direct, Inc.
By:	By:
Name:	Name: David L. Green
Title:	Title: Corporate Secretary
Planet Payment (Hong Kong) Ltd.	Global Payments Asia Pacific Limited
By:	By:
Name:	Name: Rowell del Fierro
Title:	Title: Authorized Signatory

Page 2 of Macau Territory Addendum

DESIGNATED TERRITORY ADDENDUM

Malaysia

THIS ADDENDUM is supplemental to the Services Agreement dated as of May 1, 2015 between PLANET PAYMENT, INC. (“Planet Payment”), and GLOBAL PAYMENTS DIRECT, INC. (“Acquirer”) (the “Agreement”) and is entered into pursuant to Section 2.2 thereof.  Words and expressions defined in the Agreement shall bear the same meaning herein as in the Agreement except to the extent separately defined herein.

The following provisions modify and supplement certain terms and operational procedures pursuant to the Agreement to the extent that they relate to the Designated Territory set forth below.  In the event of any conflict between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail.

1.Designated Territory: MALAYSIA

2.Additional Planet Payment Party (Name and address):PLANET PAYMENT (HONG KONG) LTD星滙易(香港)有限公司, a Hong Kong company with its principal place of business at21/F Asia Orient Tower, Town Place, 33 Lockhart Road, Wan Chai, Hong Kong, SAR.

3.Additional Global Payments Party (Name and address): GLOBAL PAYMENTS CARD PROCESSING SDN BHD, a Malaysia company with its principal place of business at Upper Penthouse B-22-2, Northpoint Offices, Number 1 Medan Syed Putra Utara, Kuala Lumpur, Malaysia 59200.

4.Superseded Agreement Relating to the Designated Territory: Amended and Restated Service Agreement, dated May 31, 2011, as amended.

5.Effective Date of this Addendum: June 1, 2015.

6.Approved Currency Changes: Malaysian Ringitt (MYR) and Chinese RMB Yuan (CNY) are not Approved Currencies.

7.Applicability of MCP Services: Not applicable. The Designated Territory is not an MCP Designated Territory.

8.Applicability of MICROS Services: Applicable. The Designated Territory is a MICROS Designated Territory.

9.Special Terms (if any): Solely with respect to this Designated Territory Addendum, Section B.1. of Schedule 2 of the Agreement shall be replaced with the following:

Planet Payment shall transmit all authorization data and Transactions submitted by Merchants, in mutually agreed file formats to Acquirer for clearing and settlement with the applicable Card Associations in accordance with the agreed timing chart set

Page 1 of Malaysia Territory Addendum

forth below (as amended by mutual agreement of the parties from time to time) (“Timing Chart”), subject to timely receipt of the required Transaction data  from the Merchant. The following table may be changed upon Acquirer’s reasonable request.

Locale	Sample Auth Time	Cutoff for Local Batch Settlement to Planet Switch	Pre-Settlement PIF Availability to Acquirer	Visa Base II – MC GCMS Transfer	Acquirerpost settlement reporting
Malaysia MT (GMT + 8)	e	1 AM  Day 2	3 AM Day 2	5 PM – Day 2	By 9 AM Day 3
GMT	12 PM Noon Day 1	5 PM Day 1	7 PM Day 1	9 AM Day 2	1 AM Day 3
Visa / MC central site day***	Day 1	Day 1	Day 1	Day 2	Settlement Reports for Day 2 Available Day 3
Number of Days from Auth (for IC Qualification)	0	0	0	1	Not relevant – Post Settlement
US – EST (GMT – 4)	8 AM Day 1	1 PM Day 1	3 PM Day 1	5 AM– Day 2	9 PM Day 2

Additional Notes:  During Daylight Savings Time DST the EST changes by 1 hour to GMT–4.

Settlement Cut-off Time: A transaction is defined as current day Transaction if it is settled before 1.00 a.m., midnight, Malaysia Time (MT) (GMT+ 8 hours) the next day.

10.Project Plan (if applicable): As previously agreed.

11.Each additional party named in Sections 2 and 3 of this Addendum hereby assumes and agrees to be bound by the provisions of the Agreement, as amended by this Addendum, with effect from the Effective Date as the Agreement relates to the operation of the Acquirer Program in the Designated Territory set forth in Section 1 above.

12.The parties undertake to execute and deliver and procure the execution and delivery by their respective Affiliates of all such further documents and shall take and procure

Page 2 of Malaysia Territory Addendum

the taking of all such steps as may reasonably be required to give effect to the intent and purposes of this Addendum.

13.This Amendment will become effective when signed by duly authorized representatives of the parties.  The Agreement shall continue in full force and effect in all respects, except to the extent expressly amended by the provisions of this Addendum.

This Addendum was duly executed by the representatives of the parties on the 1st day of May, 2015.

Planet Payment, Inc.	Global Payments Direct, Inc.
By:	By:
Name:	Name: David L. Green
Title:	Title: Corporate Secretary
Planet Payment (Hong Kong) Ltd.	Global Payments Card Processing Malaysia SDN BHD
By:	By:
Name:	Name: Rowell del Fierro
Title:	Title: Authorized Signatory

Page 3 of Malaysia Territory Addendum

DESIGNATED TERRITORY ADDENDUM

Maldives

THIS ADDENDUM is supplemental to the Services Agreement dated as of May 1, 2015 between PLANET PAYMENT, INC. (“Planet Payment”), and GLOBAL PAYMENTS DIRECT, INC. (“Acquirer”) (the “Agreement”) and is entered into pursuant to Section 2.2 thereof.  Words and expressions defined in the Agreement shall bear the same meaning herein as in the Agreement except to the extent separately defined herein.

The following provisions modify and supplement certain terms and operational procedures pursuant to the Agreement to the extent that they relate to the Designated Territory set forth below.  In the event of any conflict between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail.

1.Designated Territory: MALDIVES

2.Additional Planet Payment Party (Name and address):  PLANET PAYMENT (HONG KONG) LTD星滙易(香港)有限公司, a Hong Kong company with its principal place of business at21/F Asia Orient Tower, Town Place, 33 Lockhart Road, Wan Chai, Hong Kong, SAR.

3.Additional Global Payments Party (Name and address):GLOBAL PAYMENTS ASIA PACIFIC LIMITEDa Hong Kong company with its principal place of business at 27/F Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Hong Kong, SAR.

4.Superseded Agreement Relating to the Designated Territory: Service Agreement, dated August 6, 2010, as amended.

5.Effective Date of this Addendum: June 1, 2015.

6.Approved Currency Changes: United States Dollar (USD) is not an approved currency.

7.Applicability of MCP Services: Not applicable. The Designated Territory is not an MCP Designated Territory.

8.Applicability of MICROS Services: Applicable. The Designated Territory is a MICROS Designated Territory.

9.Special Terms (if any): None.

10.Project Plan (if applicable): As previously agreed.

11.Each additional party named in Sections 2 and 3 of this Addendum hereby assumes and agrees to be bound by the provisions of the Agreement, as amended by this Addendum, with effect from the Effective Date as the Agreement relates to the

Page 1 of Maldives Territory Addendum

operation of the Acquirer Program in the Designated Territory set forth in Section 1 above.

12.The parties undertake to execute and deliver and procure the execution and delivery by their respective Affiliates of all such further documents and shall take and procure the taking of all such steps as may reasonably be required to give effect to the intent and purposes of this Addendum.

13.This Amendment will become effective when signed by duly authorized representatives of the parties.  The Agreement shall continue in full force and effect in all respects, except to the extent expressly amended by the provisions of this Addendum.

This Addendum was duly executed by the representatives of the parties on the 1st day of May, 2015.

Planet Payment, Inc.	Global Payments Direct, Inc.
By:	By:
Name:	Name: David L. Green
Title:	Title: Corporate Secretary
Planet Payment (Hong Kong) Ltd.	Global Payments Asia Pacific Limited
By:	By:
Name:	Name: Rowell del Fierro
Title:	Title: Authorized Signatory

Page 2 of Maldives Territory Addendum

DESIGNATED TERRITORY ADDENDUM

Philippines

THIS ADDENDUM is supplemental to the Services Agreement dated as of May 1, 2015 between PLANET PAYMENT, INC. (“Planet Payment”), and GLOBAL PAYMENTS DIRECT, INC. (“Acquirer”) (the “Agreement”) and is entered into pursuant to Section 2.2 thereof.  Words and expressions defined in the Agreement shall bear the same meaning herein as in the Agreement except to the extent separately defined herein.

The following provisions modify and supplement certain terms and operational procedures pursuant to the Agreement to the extent that they relate to the Designated Territory set forth below.  In the event of any conflict between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail.

1.Designated Territory: PHILIPPINES

2.Additional Planet Payment Party (Name and address):  PLANET PAYMENT (HONG KONG) LTD 星滙易(香港)有限公司, a Hong Kong company with its principal place of business at21/F Asia Orient Tower, Town Place, 33 Lockhart Road, Wan Chai, Hong Kong, SAR.

3.Additional Global Payments Party (Name and address):GLOBAL PAYMENTS ASIA PACIFIC LIMITEDa Hong Kong company with its principal place of business at 27/F Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Hong Kong, SAR.

4.Superseded Agreement Relating to the Designated Territory: Service Agreement, dated December 24, 2009, as amended.

5.Effective Date of this Addendum: June 1, 2015.

6.Approved Currency Changes: Philippine Peso (PHP) is not an Approved Currency.

7.Applicability of MCP Services: Not applicable. The Designated Territory is not an MCP Designated Territory.

8.Applicability of MICROS Services: Applicable. The Designated Territory is a MICROS Designated Territory.

9.Special Terms (if any): Acquirer and Planet Payment agree that each has been independently advised that as of the date of this Agreement, payments to Planet Payment under this Territory Addendum are not subject to withholding tax, but this fact may change in the event there is a change in the law of this Designated Territory.  The parties further agree that to the extent that gross receipts tax is payable under Section 122 of the Philippines National Revenue Code of 1997 from time to time in force (or any provision which amends or replaces such provision) with respect to the

Page 1 of Philippines Territory Addendum

whole or any part of the Gross FX Margin, such tax shall be shared by the parties in the same proportion as they share the Net FX Margin.

10.Project Plan (if applicable): As previously agreed.

11.Each additional party named in Sections 2 and 3 of this Addendum hereby assumes and agrees to be bound by the provisions of the Agreement, as amended by this Addendum, with effect from the Effective Date as the Agreement relates to the operation of the Acquirer Program in the Designated Territory set forth in Section 1 above.

12.The parties undertake to execute and deliver and procure the execution and delivery by their respective Affiliates of all such further documents and shall take and procure the taking of all such steps as may reasonably be required to give effect to the intent and purposes of this Addendum.

13.This Amendment will become effective when signed by duly authorized representatives of the parties.  The Agreement shall continue in full force and effect in all respects, except to the extent expressly amended by the provisions of this Addendum.

This Addendum was duly executed by the representatives of the parties on the 1st day of May, 2015.

Planet Payment, Inc.	Global Payments Direct, Inc.
By:	By:
Name:	Name: David L. Green
Title:	Title: Corporate Secretary
Planet Payment (Hong Kong) Ltd.	Global Payments Asia Pacific Limited
By:	By:
Name:	Name: Rowell del Fierro
Title:	Title: Authorized Signatory

Page 2 of Philippines Territory Addendum

DESIGNATED TERRITORY ADDENDUM

Sri Lanka

THIS ADDENDUM is supplemental to the Services Agreement dated as of May 1, 2015 between PLANET PAYMENT, INC. (“Planet Payment”), and GLOBAL PAYMENTS DIRECT, INC. (“Acquirer”) (the “Agreement”) and is entered into pursuant to Section 2.2 thereof.  Words and expressions defined in the Agreement shall bear the same meaning herein as in the Agreement except to the extent separately defined herein.

The following provisions modify and supplement certain terms and operational procedures pursuant to the Agreement to the extent that they relate to the Designated Territory set forth below.  In the event of any conflict between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail.

1.Designated Territory: SRI LANKA

2.Additional Planet Payment Party (Name and address):  PLANET PAYMENT (HONG KONG) LTD 星滙易(香港)有限公司, a Hong Kong company with its principal place of business at21/F Asia Orient Tower, Town Place, 33 Lockhart Road, Wan Chai, Hong Kong, SAR.

3.Additional Global Payments Party (Name and address):GLOBAL PAYMENTS ASIA PACIFIC LIMITEDa Hong Kong company with its principal place of business at 27/F Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Hong Kong, SAR.

4.Superseded Agreement Relating to the Designated Territory: Service Agreement, dated August 6, 2010, as amended.

5.Effective Date of this Addendum: June 1, 2015.

6.Approved Currency Changes: Sri Lanka Rupee is not an Approved Currency.

7.Applicability of MCP Services: Not applicable. The Designated Territory is not an MCP Designated Territory.

8.Applicability of MICROS Services: Applicable. The Designated Territory is a MICROS Designated Territory.

9.Special Terms (if any): None.

10.Project Plan (if applicable): As previously agreed.

11.Each additional party named in Sections 2 and 3 of this Addendum hereby assumes and agrees to be bound by the provisions of the Agreement, as amended by this Addendum, with effect from the Effective Date as the Agreement relates to the

Page 1 of Sri Lanka Territory Addendum

operation of the Acquirer Program in the Designated Territory set forth in Section 1 above.

12.The parties undertake to execute and deliver and procure the execution and delivery by their respective Affiliates of all such further documents and shall take and procure the taking of all such steps as may reasonably be required to give effect to the intent and purposes of this Addendum.

13.This Amendment will become effective when signed by duly authorized representatives of the parties.  The Agreement shall continue in full force and effect in all respects, except to the extent expressly amended by the provisions of this Addendum.

This Addendum was duly executed by the representatives of the parties on the 1st day of May, 2015.

Planet Payment, Inc.	Global Payments Direct, Inc.
By:	By:
Name:	Name: David L. Green
Title:	Title: Corporate Secretary
Planet Payment (Hong Kong) Ltd.	Global Payments Asia Pacific Limited
By:	By:
Name:	Name: Rowell del Fierro
Title:	Title: Authorized Signatory

Page 2 of Sri Lanka Territory Addendum

DESIGNATED TERRITORY ADDENDUM

United States

THIS ADDENDUM is supplemental to the Services Agreement dated as of May 1, 2015 between PLANET PAYMENT, INC. (“Planet Payment”), and GLOBAL PAYMENTS DIRECT, INC. (“Acquirer”) (the “Agreement”) and is entered into pursuant to Section 2.2 thereof.  Words and expressions defined in the Agreement shall bear the same meaning herein as in the Agreement except to the extent separately defined herein.

The following provisions modify and supplement certain terms and operational procedures pursuant to the Agreement to the extent that they relate to the Designated Territory set forth below.  In the event of any conflict between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail.

1.Designated Territory: UNITED STATES

2.Additional Planet Payment Party (Name and address): None.

3.Additional Global Payments Party (Name and address): None.

4.Superseded Agreement Relating to the Designated Territory: Service Agreement, dated December 1, 2010, as amended.

5.Effective Date of this Addendum: June 1, 2015.

6.Approved Currency changes: United States Dollar is not an Approved Currency.

7.Applicability of MCP Services: Applicable. The Designated Territory is an MCP Designated Territory.

8.Applicability of MICROS Services: Not applicable. The Designated Territory is not a MICROS Designated Territory.

9.Special Terms (if any): None.

10.Project Plan (if applicable): As previously agreed.

11.Each additional party named in Sections 2 and 3 of this Addendum hereby assumes and agrees to be bound by the provisions of the Agreement, as amended by this Addendum, with effect from the Effective Date as the Agreement relates to the operation of the Acquirer Program in the Designated Territory set forth in Section 1 above.

12.The parties undertake to execute and deliver and procure the execution and delivery by their respective Affiliates of all such further documents and shall take and procure

Page 1 of United States Territory Addendum

the taking of all such steps as may reasonably be required to give effect to the intent and purposes of this Addendum.

13.This Amendment will become effective when signed by duly authorized representatives of the parties.  The Agreement shall continue in full force and effect in all respects, except to the extent expressly amended by the provisions of this Addendum.

This Addendum was duly executed by the representatives of the parties on the 1st day of May, 2015.

Planet Payment, Inc.	Global Payments Direct, Inc.
By:	By:
Name:	Name: David L. Green
Title:	Title: Corporate Secretary

Page 2 of United States Territory Addendum

EX-10.2

Exhibit 10.2

credit and security AGREEMENT
BY AND AMONG
citizens Bank, n.a.,

PLANET PAYMENT, INC.,

asParent,

and

each of the affiliates of parent

that is signatory hereto as a “borrower” or a “guarantor”

dated as of

June 10, 2015

TABLE OF CONTENTS

		Page
Article 1	DEFINITIONS	1
1.1	Definitions	1
1.2	Accounting Principles	12
Article 2	THE LOANS	13
2.1	[Reserved]	13
2.2	Line of Credit	13
2.3	Payment Provisions.	15
2.4	Late Payments; Default Rate	15
2.5	Advances.	15
2.6	Regulatory Changes in Capital Requirements	16
2.7	Taxes.	17
2.8	Hedging Contracts	18
Article 3	REPRESENTATIONS AND WARRANTIES	18
3.1	Organization and Good Standing	18
3.2	Intellectual Property	18
3.3	Power and Authority; Validity of Agreement	18
3.4	No Violation of Laws or Agreements	18
3.5	Compliance	18
3.6	Litigation	19
3.7	Title to Assets	19
3.8	Ownership	19
3.9	Accuracy of Information; Full Disclosure.	19
3.10	Taxes and Assessments	20
3.11	Indebtedness.	20
3.12	ERISA.	20
3.13	Books and Records	21
3.14	Location of Collateral	21
3.15	Places of Business	21
3.16	Other Name or Entities	21
3.17	Title and Liens	21
3.18	Fees and Commissions	21
3.19	No Extension of Credit for Securities	21
3.20	Hazardous Wastes, Substances and Petroleum Products.	21
3.21	Solvency	22
3.22	Material Contracts	22
3.23	Deposit Accounts	22

i

Article 4	CONDITIONS	23
4.1	Initial Conditions	23
4.2	Additional Condition to the Bank’s Obligations	24
Article 5	AFFIRMATIVE COVENANTS	24
5.1	Existence and Good Standing.	24
5.2	Financial Statements/Financial Information.	24
5.3	Covenant Compliance Certificates	25
5.4	Securities and Governmental Reports	25
5.5	Notification of Account Debtors	25
5.6	Books and Records	25
5.7	Insurance	25
5.8	Litigation; Event of Default	26
5.9	Taxes	26
5.10	Costs and Expenses	26
5.11	Compliance; Notification.	26
5.12	ERISA	27
5.13	Accounts	27
5.14	Financial Covenants	27
5.15	Condition of Collateral; No Liens	27
5.16	Records	27
5.17	Further Assistance	27
5.18	Transactions Among Affiliates	28
5.19	Additional Subsidiary	28
5.20	Acquired or Intellectual Property	28
5.21	Other Information	28
5.22	Post-Closing Delivery	28
Article 6	NEGATIVE COVENANTS	29
6.1	Indebtedness	29
6.2	Guaranties	29
6.3	Consolidations, Mergers, or Acquisitions	29
6.4	Liens and Encumbrances	30
6.5	Additional Negative Pledge	31
6.6	Transfer of Assets; Liquidation.	31
6.7	Changes	31
6.8	[Reserved]	31
6.9	Modification of Governing Documents	31
6.10	Change of Location or Name	31
6.11	Change of Accounting Practices	31
6.12	Leases	31
6.13	Inconsistent Agreement	31
6.14	Use of Proceeds	31

ii

6.15	Loans and Investments	32
Article 7	SECURITY AND RIGHT OF SET OFF	32
7.1	Security Agreement	32
7.2	Additional Collateral	32
7.3	Deposit Accounts	32
7.4	Right of Set-off	32
Article 8	DEFAULT	33
8.1	Events of Default	33
8.2	Remedies	34
8.3	Powers of Attorney	35
8.4	Specific Rights Regarding Collateral	36
Article 9	MISCELLANEOUS	37
9.1	Indemnification and Release Provisions	37
9.2	Binding and Governing Law	38
9.3	Survival.	38
9.4	No Waiver; Delay	38
9.5	Modification; Waiver	38
9.6	Headings	38
9.7	Notices	38
9.8	Time of Day	39
9.9	Severability	39
9.10	Counterparts	39
9.11	Consent to Jurisdiction and Service of Process	39
9.12	Preservation and Limitation of Remedies	40
9.13	WAIVER OF JURY TRIAL	40
9.14	CONFESSION OF JUDGMENT	40
9.15	ACKNOWLEDGMENTS	41
9.16	U.S. Patriot Act/OFAC Notice	41

iii

EXHIBITS AND SCHEDULES

Exhibit A	Notice of Borrowing
Exhibit B	Standard LIBOR Language
Exhibit C	Financial Condition Certificate
Exhibit D	Closing Condition Certificate

Schedules

Schedule 3.11	Indebtedness
Schedule 3.14	Locations of Collateral
Schedule 3.16	Other Name or Entities
Schedule 3.22	Material Contracts
Schedule 3.23	Deposit Accounts
Schedule 4.1(j)	Closing Checklist
Schedule 6.4	Encumbrances

iv

CREDIT AND SECURITY AGREEMENT

THIS CREDIT AND SECURITY AGREEMENT is made this 10TH day of June, 2015, by and among (i) CITIZENS BANK, N.A. (the “Bank”), (ii) PLANET PAYMENT, INC., a Delaware corporation (“Parent”), (iii) each of the Affiliates of Parent identified on the signature pages hereof as a “Borrower” (Parent and such Affiliates are referred to hereinafter each individually as a “Borrower” and collectively, jointly and severally, as the “Borrowers”), and (iv) each of the Affiliates of Parent identified on the signature pages hereof as a “Guarantor”).

BACKGROUND

A.Borrowers desire the Bank to make available to them a $10,000,000 revolving line of credit for general corporate purposes, repurchases of issued and outstanding capital stock of Parent, and other permitted purposes (“Line of Credit”).

B.The Bank is willing to provide the Line of Credit to Borrowers, subject to the terms and conditions hereof.

In consideration of the foregoing background and the promises and the agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree, under seal, as follows:

Article 1
DEFINITIONS

1.1Definitions.  When used in this Agreement, the following terms shall have the respective meanings set forth below.

“Advance” means a borrowing under the Line of Credit.

“Affiliate” means:  (i) any person who or entity which directly or indirectly owns, controls or holds five percent (5%) or more of the outstanding beneficial interest in a Borrower; (ii) any entity of which five percent (5%) or more of the outstanding beneficial interest is directly or indirectly owned, controlled, or held by a Borrower; (iii) any entity which directly or indirectly is under common control with a Borrower; (iv) any officer, director or partner of a Borrower or any Affiliate; or (v) any immediate family member of any person who is an Affiliate.  For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement” means this Credit and Security Agreement and all exhibits and schedules hereto, as each may be amended from time to time.

“Applicable Margin” has the meaning ascribed to such term in Exhibit B attached hereto.

1

“Business Day” has the meaning ascribed to such term in Exhibit B attached hereto.

“Capital Securities” means, with respect to any Person, all shares, interests, participations, or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the date hereof, including common shares, preferred shares, membership interests or limited liability company interests in a limited liability company, limited or general partnership interests in a partnership, interests in a trust, interests in other unincorporated organizations or any other equivalent of such ownership interest.

“Capitalized Lease Obligations” means any amount payable with respect to any lease of any tangible or intangible property (whether real, personal, or mixed), however denoted, which is required by U.S. GAAP to be reflected as a liability with respect to capital leases on the face of the balance sheet of the lessee thereunder.

“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits, or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $1,000,000,000, (e) Deposit Accounts maintained with the Bank, Deposit Accounts located within the United States subject to a Control Agreement, or Deposit Accounts located outside of the United States, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or a recognized securities dealer having combined capital and surplus of not less than $1,000,000,000, having a term of not more than seven days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above.

“Change of Control” means any of the following (or any combination of the following) whether arising from any single transaction or event or any series of transactions or events (whether as the most recent transaction in a series of transactions or otherwise):

(a)Parent shall fail to:  (i) be the record and beneficial owner (as defined below), free and clear of any liens of 100%, on a fully diluted basis, of the

2

outstanding Capital Securities of each of the other Borrowers or (ii) have the power to direct or cause the direction of the management and policies each of the other Borrowers;

(b)a  change in the ownership of any Subsidiary becoming a party to this Agreement, such that Parent or any Subsidiary of Parent fails to:  (i) be the record and beneficial owner (as defined below), free and clear of any liens (other than Permitted Liens) of 100%, on a fully diluted basis, of the outstanding Capital Securities of each such Subsidiary or (ii) have the power to direct or cause the direction of the management and policies of each such Subsidiary, except with respect to any dissolved or merged Subsidiary as expressly permitted, in each case, under Section 6.6(b);

“Closing Condition Certificate” means a certificate in the form attached hereto as Exhibit D.

“Closing Date” means the date hereof or such later date as is mutually agreeable to Borrowers and the Bank.

“Closing Date Transactions” means, collectively, the closing and consummation of each of:  (a) the financing contemplated by this Agreement; and (b) the release of all liens and security interests (other than the liens and security interests of the Bank) encumbering any of the assets of any Borrower.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and all rules and regulations with respect thereto in effect from time to time.

“Collateral” means all property, real, personal or mixed, of a Loan Party or in which a Loan Party has an interest, wherever located and whether now existing or hereafter created and whether now owned or hereafter acquired by such Loan Party including, without limitation:  (i) Accounts (as defined in the UCC); (ii) Chattel Paper (as defined in the UCC); (iii) Contracts (as defined in the UCC); (iv) Deposit Accounts (as defined in the UCC); (v) Documents (as defined in the UCC); (vi) Equipment (as defined in the UCC); (vii) Inventory (as defined in the UCC); (viii) General Intangibles (as defined in the UCC); (ix) Fixtures (as defined in the UCC); and (x) Instruments (as defined in the UCC), together with all proceeds and products thereof; provided, however that “Collateral” shall at no time include any Excluded Property.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Consolidated” means, for any Person, with respect to any accounting matter or amount, such matter or amount computed on a consolidated basis for such Person and its Subsidiaries in accordance with U.S. GAAP.

“Consolidated Adjusted EBITDA” means, with respect to the Borrowers and their Subsidiaries, Consolidated Net Income for such period plus, to the extent deducted in determining such Consolidated Net Income, Consolidated Interest Expense, net income tax expense, depreciation, and amortization, plus stock-based compensation and any other extraordinary or non-recurring expenses or charges reasonably acceptable to and approved by the

3

Bank for such period, plus or minus any other non-cash charges or gains which have been subtracted or added in calculating Consolidated Net Income for such period, all as determined for the Borrowers and their Subsidiaries on a consolidated basis in accordance with U.S. GAAP applied on a consistent basis.

“Consolidated Cash Interest Charges” means, with respect to the Borrowers and their Subsidiaries determined on a Consolidated basis, for the applicable period, the total (without duplication), in Dollars, of (all as determined in accordance with U.S. GAAP) of the sum of (or difference between):  (a) aggregate cash payments of interest for the applicable period, including interest paid on the Obligations, and any other cash payments of interest as determined by U.S. GAAP on any other Indebtedness for the applicable period (but excluding, to the extent included in cash payments of interest, (i) prepayment penalties, (ii) fees paid in connection with the Obligations, and (iii) underwriting, commitment and arranging fees), plus (b) the portion of capitalized lease obligations that is treated as interest in accordance with U.S. GAAP for the applicable period, plus (c) the net amount payable (or less the net amount receivable) under any Hedging Agreement for the applicable period.

“Consolidated Fixed Charges” means, with respect to the Borrowers and their Subsidiaries determined on a Consolidated basis, for the applicable period, the total (without duplication) in Dollars of (all as determined in accordance with U.S. GAAP) the sum of:  (a) Consolidated Cash Interest Charges for the applicable period; plus (b) Consolidated Scheduled Funded Debt Payments.

“Consolidated Interest Expense” means, with respect to the Borrowers and their Subsidiaries determined on a Consolidated basis, for the applicable period, the total (without duplication), in Dollars, of (all as determined in accordance with U.S. GAAP) of the sum of (or difference between):  (a) the aggregate amount of interest paid, accrued, or scheduled to be paid in respect of any Indebtedness for the applicable period, net of interest income for the applicable period, and (b) the net amount payable (or less the net amount receivable) under any Hedging Contract for the applicable period.

“Consolidated Net Income” means, for the applicable period and on a Consolidated basis, the net income of the Borrowers and their Subsidiaries as determined in accordance with U.S. GAAP.

“Consolidated Scheduled Funded Debt Payments” means for any period for the Borrower and its Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal on Consolidated Total Funded Debt. For purposes of this definition, “scheduled payments of principal” (a) shall be determined without giving effect to any reduction of such scheduled payments resulting from the application of any voluntary or mandatory prepayments made during the applicable period,  (b) shall not include any voluntary or mandatory prepayments, and (c) shall not including outstanding advances under the Line of Credit whether it be classified as short- or long-term debt.

“Consolidated Total Funded Debt” means, as of any date of determination, the principal portion in Dollars of all Indebtedness (without duplication) on a Consolidated basis:  (a) in respect of any borrowed money (including the Obligations); (b) evidenced by any loan or

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credit agreement, promissory note, debenture, bond, or other similar written obligation to pay money (including the Loan Documents); (c) under any capitalized lease, synthetic lease or any form of off-balance sheet financing; and (d) any guaranty or endorsement of, or responsibility for, any Indebtedness of the types described in this definition.

“Contractual Obligations” means as to any Person, any provision of any security issued by such Person or of any written agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument or arrangement to which such Person is a party or by which it or any of such Person’s property is bound.

“Control Agreement” means, with respect to any lockbox, investment property, or Deposit Account, a written agreement or document from the applicable third party, in form and substance reasonably satisfactory to the Bank, (a) acknowledging and consenting to the security interest of the Bank in such lockbox, investment property, or Deposit Account and all cash, checks, drafts, any investment property, and other instruments or writings for the payment of money from time to time therein, (b) confirming such financial institution’s or securities or commodities intermediary’s agreement to follow the instructions of the Bank with respect to all such cash, checks, drafts, any investment property, and other instruments or writings for the payment of money and otherwise provide the Bank with control and sole dominion thereof to give the Bank a first priority perfected security therein (it being agreed that Borrowers shall have full access to such funds unless an Event of Default has occurred and is continuing and the Bank has not elected to revoke such access), (c) waiving all rights of setoff and banker’s or other lien on all items held in any such lockbox, investment property or Deposit Account (other than with respect to payment of customary and market fees and expenses for account services), and (d) containing such other reasonable and market terms and conditions reasonably required by the Bank.

“Current Payroll Accounts” means separate deposit accounts of a Borrower maintained with the Bank used exclusively by such Borrower for its current payroll, current payroll taxes, and its other current employee wage and benefit payments in each case to or for the benefit of its employees.

“Daily LIBOR Rate”  has the meaning ascribed to such term in Exhibit B attached hereto.

“Default” means an event, condition, or circumstance which has occurred, which is in a grace period, and if not cured or waived before the end of such grace period, will become an Event of Default.

“Default Rate” has the meaning ascribed to such term in Section 2.4.

“Deposit Accounts” means any deposit, securities, operating, lockbox, or cash collateral account, together with any funds, instruments, or other items credited to any such account from time to time, and all interest earned thereon.

“Dollars” and “$” means dollars in lawful currency of the United States of America unless otherwise indicated.

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“Domestic Subsidiary” is any Subsidiary that is organized under the laws of the United States, any State of the United States or the District of Columbia.

“Environmental Control Statutes” means any federal, state, county, regional or local laws governing the control, storage, removal, spill, release or discharge of Hazardous Substances, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (“CERCLA”), the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1976, the Hazardous Materials Transportation Act, the Emergency ERISA Planning and Community Right to Know Act of 1986, the National Environmental Policy Act of 1975, the Oil Pollution Act of 1990, any similar or implementing state law, and in each case, as amended from time to time, and all rules and regulations with respect thereto in effect from time to time.

“EPA” means the United States Environmental Protection Agency, or any successor thereto.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, any successor statute of similar import, and all rules and regulations with respect thereto in effect from time to time.

“ERISA Affiliate” means, any person that is a member of any group or organization within the meaning of Code Sections 414(b), (c), (m), or (o) of which a Borrower is a member.

“ERISA Plan” means any pension benefit or welfare benefit plan as defined in Sections 3(1), (2) or (3) of ERISA maintained or sponsored by, contributed to, or covering employees of, Borrower or any ERISA Affiliate.

“Essential Borrower IP” shall mean all patents, trademarks, service marks, trade names, copyrights, licenses, franchises, permits, and other authorizations necessary for a Borrower to market and sell a Borrower’s brand products or provide services.

“Event of Default” means an event described in Section 8.1 hereof.

“Excluded Property” shall mean (a) any permit, lease or license, or asset solely in connection with a purchase money security interest or capital lease financing permitted pursuant to Section 6.4 hereof, held by any Borrower or to which any Borrower is a party that prohibits or requires the consent of any Person as a condition to the creation by such Borrower of a security interest or Lien thereon or that would be breached or violated or give the other party the right to terminate it as a result thereof, or any permit, lease or license, or asset solely in connection with a purchase money security interest or capital lease financing permitted pursuant to Section 6.4 hereof, held by any Borrower or to which any Borrower is a party to the extent that any law applicable thereto prohibits the creation of a security interest or Lien thereon or that would be breached or give the other party the right to terminate it as a result thereof, but only, in each case, to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC (including, without limitation, Sections 9-406(a),9-

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407(a), 9-408(a) and 9-409 of the UCC) or any other applicable law or principles of equity and for the avoidance of doubt, no Account or proceeds thereof shall be Excluded Property, (b) any “intent to use” trademark applications for which a statement of use has not been filed (but only until such statement is filed and has been accepted), (c) any leasehold interest of any Person in real property, (d) any Governmental Approval if granting a security interest or lien thereon is prohibited or would expose Borrower to the risk of termination, revocation or any similar result with respect to such Governmental Approval, and (e) any Capital Securities of a Foreign Subsidiary to the extent and for so long as the pledge thereof to the Bank would constitute an investment of earnings in United States property under Section 956 of Internal Revenue Code of 1986, as amended; provided,  however, that “Excluded Property” shall not include any proceeds, products, substitutions, or replacements thereof (unless such proceeds, products, substitutions, or replacements would otherwise constitute Excluded Property as defined immediately above).

“Excluded Swap Obligation” means, with respect to any guarantor of the Obligations, any Swap Obligation if, and to the extent that, the applicable guaranty or collateral pledge provided by such Person with respect to the Obligations becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Person’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time such applicable guaranty or pledge agreement or similar collateral document becomes effective with respect to such Swap Obligation, but such exclusion shall only be effective for so long as the applicable guaranty or collateral pledge would otherwise be so illegal.

“Financial Condition Certificate” means a certificate in the form attached hereto as Exhibit C.

“Fixed Charge Coverage Ratio” means the ratio resulting from dividing (a) Consolidated Adjusted EBITDA for any period minus the aggregate Unfunded Capital Expenditures minus the aggregate amount of federal, state, local and foreign income, value added, franchise, use or equivalent income type tax expense paid in cash (including any state single business unitary and similar taxes imposed in lieu of income taxes) for the applicable period to the extent deducted in the determination of Consolidated Adjusted EBITDA minus the aggregate amount of any dividends paid to holders of Parent’s Capital Securities by (b) Consolidated Fixed Charges for the same period.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“GAAP Objection Notice” has the meaning ascribed to such term in the Section 1.2

“Governmental Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

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“Governmental Authority” means any government or political subdivision or any agency, authority, bureau, central bank, commission, department, or instrumentality of either, or any court, tribunal, grand jury, or arbitrator, in each case whether foreign or domestic.

“Guarantor” means each of (i) Planet Technology Services, LLC, a Delaware limited liability company, (ii) Planet Payment Solutions, LLC, a Delaware limited liability company, and (iii) any other Person that from time to time guarantees the payment and performance of the Obligations of Borrowers pursuant to a Guaranty in favor of the Bank.

“Guaranty” means any guaranty and suretyship agreement executed and delivered to the Bank by each Guarantor from time to time.

“Hazardous Substance” means petroleum products and items defined in the Environmental Control Statutes as “hazardous substances”, “hazardous wastes”, “pollutants” or “contaminants” and any other toxic, reactive, corrosive, carcinogenic, flammable or hazardous substance or other pollutant.

“Hedging Contract” has the meaning ascribed to such term in Exhibit B attached hereto.

“Indebtedness” of any Person means and includes all obligations of such Person which, in accordance with U.S. GAAP and/or the accrual method of accounting, shall be classified on a balance sheet of such Person as liabilities of such Person and in any event shall include all (i) obligations of such Person for borrowed money or which have been incurred in connection with acquisition of property or assets, (ii) obligations secured by any lien upon property or assets owned by such Person, notwithstanding that such Person has not assumed or become liable for the payment of such obligations, (iii) obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person, notwithstanding the fact that the rights and remedies of the seller, lender, or lessor under such agreement in the event of default are limited to repossession or sale of property, (iv) capitalized leases, (v) guarantees, (vi) letters of credit and letter of credit reimbursement obligations, and (vii) all obligations under interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, or any other agreements or arrangements entered into by a Borrower or its Affiliates and designed to protect a Borrower against fluctuations in interest rates or currency exchange rates, including without limitation a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy Code (including Hedging Contacts).

“Intellectual Property Security Agreement” means the Intellectual Property Security Agreement between the Loan Parties and the Bank dated as of the date of this Agreement.

“Letter of Credit Exposure” has the meaning ascribed to such term in Section 2.2(e).

“Letters of Credit” has the meaning ascribed to such term in Section 2.2(e).

“Leverage Ratio” means the Consolidated Total Funded Debt divided by Consolidated Adjusted EBITDA.

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“LIBOR Rate” has the meaning ascribed to such term in Exhibit B attached hereto.

“LIBOR Interest Period” has the meaning ascribed to such term in Exhibit B attached hereto.

“Lien” means any lien, security interest, pledge, hypothecation, mortgage, collateral assignment, or other charge, encumbrance, or similar preferential arrangement, including, without limitation, the retained security title of a conditional vendor or lessor.

“Line of Credit” has the meaning ascribed to such term in the Background of this Agreement.

“Line of Credit Note” means the promissory note from Borrowers to the Bank in the amount of $10,000,000 dated of even date herewith.

“Loan Documents” means this Agreement, the Line of Credit Note, each Guaranty, the Pledge Agreement, the Intellectual Property Security Agreement, and any other agreements, documents, instruments, and writings now or hereafter existing, creating, evidencing, guarantying, securing, or relating to any liabilities of the Loan Parties to the Bank together with all amendments, modifications, renewals, or extensions thereof.

“Loan Party” means any Borrower or Guarantor, and “Loan Parties” means, collectively, each Borrower and each Guarantor.

“Local Authorities” means individually and collectively the state and local governmental authorities and administrative agencies which govern the commercial or industrial facilities owned, leased, or operated by Parent or any of its Subsidiaries.

“Material Adverse Effect” means any change, event, action, condition, or effect which, individually or in the aggregate, (a) materially impairs the legality, validity, or enforceability of this Agreement, the Line of Credit Note, the Pledge Agreement, any Control Agreement, any Hedging Contract, or any other material Loan Document or the ability of Borrowers to pay any of the Obligations when due (including when due on demand) hereunder, (b) impairs the fully perfected first priority status of the Liens granted hereunder and under the other Loan Documents in favor of Bank in the Collateral or any other assets pledged in favor of the Bank to secure the Obligations or any portion thereof (subject only to the Permitted Liens), (c) materially and adversely affects the business, assets, operations, performance, or financial condition of Borrowers taken as a whole, or (d) creates a material adverse effect on the rights or remedies of the Bank under this Agreement, the Line of Credit Note, the Pledge Agreement, any Control Agreement, any Hedging Contract, or any other material Loan Document.

“Material Contract” means each written contract, agreement, commitment, and other Contractual Obligation of Borrowers as of the Closing Date, pursuant to which the Loan Parties generate an aggregate amount equal to 10% or more of the annual Consolidated revenues of the Loan Parties.

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“Minimum Availability Requirement” means the aggregate amount of (a) cash and Cash Equivalents of Parent and its Subsidiaries on a Consolidated basis plus (b) availability under the Line of Credit, in an amount greater than $5,000,000.

“Notice of Change in GAAP” has the meaning ascribed to such term in the Section 1.2.

“Obligations” means the Line of Credit, the Letter of Credit obligations, all other loans, advances, and Indebtedness of one or more Borrowers owed to any one or more of the Bank or the Affiliates of the Bank of every kind and description, including all principal, interest, and fees, whether now existing or hereafter arising, including those owed by any one or more Borrowers to others and acquired by the Bank or any Affiliate of the Bank, by purchase, assignment, or otherwise, whether direct or indirect, primary or as guarantor or surety, absolute or contingent, liquidated or unliquidated, matured or unmatured, related or unrelated, whether arising out of any Swap Obligation, overdrafts on checking, deposit, or other accounts or electronic funds transfers (whether through wire transfers, automatic clearing houses, or otherwise) or out of the Bank non-receipt of, or inability to collect, funds or otherwise not being made whole in connection with depository transfer checks or other similar arrangements, and whether or not secured by additional collateral, and including all liabilities, obligations and Indebtedness arising under this Agreement and the other Loan Documents, all obligations under all treasury and cash management agreements, all obligations with respect to any credit or debit cards issued by the Bank (or any Affiliate of the Bank), all obligations to perform or forbear from performing acts, all amounts represented by Letters of Credit now or hereafter issued by the Bank for the benefit of or at the request of one or more Borrowers, and all expenses and reasonable attorneys’ fees incurred by the Bank and any Affiliate of the Bank in connection with any of the foregoing; provided,  however, that with respect to any guarantor of the Obligations, the Obligations shall not include any Excluded Swap Obligation in respect of such Person.

“Paid In Full” or “Payment In Full” means, with respect to any Obligations, (a) the payment in full in cash of all such Obligations (other than (i) contingent indemnification obligations to the extent no claim giving rise thereto has been asserted, or (ii) Swap Obligations that, at such time, are allowed by the Bank to remain outstanding and that are not required by the provisions of this Agreement or any other agreement or document with the Bank to be repaid or cash collateralized), (b) the termination or expiration of the obligation of the Bank to make any Advance under the Line of Credit in accordance with the terms and conditions of this Agreement, and (c) in connection with the termination or expiration of the obligation of the Bank to make any Advance under the Line of Credit, either (i) the cancellation and return to the Bank of all original Letters of Credit or (ii) the cash collateralization of all Letters of Credit (in an amount equal to 103% of the stated amount of such Letters of Credit) in a manner reasonably acceptable to the Bank.

“Parent Tax Distributions” has the meaning ascribed to such term in Section 6.15(a)(A).

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

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“Perfection Certificate” means the Perfection Certificate from each Loan Party dated of even date herewith.

“Permitted Liens” means:  (a) Liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which a Borrower shall, if appropriate under U.S. GAAP, have set aside on its books and records adequate reserves; (b) deposits and other Liens under workmen’s compensation, unemployment insurance, social security, ERISA, and other similar laws, or, if applicable, to secure the performance of bids, tenders, or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance, or other similar bonds for the performance of bids, tenders, or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance, or other similar bonds in the ordinary course of business, in each case as long as a reserve is maintained with respect thereto in accordance with U.S. GAAP and in amounts deemed reasonably adequate by the Bank; (c) Liens in favor the Bank; (d) cash collateral securing bank guaranties and letters of credit and cash security deposits in favor of landlords and lessors, provided that such cash collateral and cash security deposits (A) are provided in the ordinary course of business and (B) secure obligations of a Borrower to landlords and lessors under real property leases; (e) purchase money security interests upon or in any property acquired or held by any Borrower in the ordinary course of business to secure the purchase price of such property, and Liens in connection with Capitalized Lease Obligations, so long as: (i) the aggregate indebtedness relating to such purchase money security interests and Capitalized Lease Obligations does not at any time exceed $5,000,000 in the aggregate at any time, (ii) each such lien shall only attach to the property to be acquired and the proceeds thereof; and (iii) the indebtedness incurred shall not exceed 100% of the purchase price of the item or items purchased (including taxes and freight); (f) Liens arising from precautionary UCC (or equivalent) financing statements filed with respect to operating leases or consignment of goods; (i) customary rights of set off, revocation, refunds, or chargeback under deposit agreements or under the UCC of banks or other financial institutions where any Borrower or any subsidiary is permitted hereunder to maintain deposits (but only for such time period as permitted in this Agreement); and (j) the Liens set forth on Schedule 6.4 attached hereto.

“Person” means any natural person, sole proprietorship, corporation, partnership, trust, limited liability company, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary, or other capacity.

“Pledge Agreement” means the Pledge Agreement between Parent and the Bank dated as of the date of this Agreement.

“Release” means any spill, leak, emission, discharge or the pumping, pouring, emptying, disposing, injecting, escaping, leaching or dumping of a Hazardous Substance.

“Responsible Officer” means any of the Chief Executive Officer, President and Chief Financial Officer of Parent.

“Solvent” means that, with respect to Parent and its Subsidiaries on a Consolidated basis, (i) the fair value of their assets (including without limitation the fair salable

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value of the goodwill and other intangible property of Parent and its Subsidiaries) is greater than the total amount of their liabilities, including without limitation, contingent liabilities reflected on the balance sheet(s) of Parent and its Subsidiaries, (ii) the present fair salable value of the assets of Parent and its Subsidiaries (including without limitation the fair salable value of the goodwill and other intangible property of Parent and its Subsidiaries) is not less than the amount that will be required to pay the probable liability on their debts as they become absolute and matured, and (iii) Parent and its Subsidiaries are able to realize upon their assets and pay their debts and other liabilities, contingent obligations reflected on the balance sheet(s) of Parent and its Subsidiaries, and other commitments as they mature in the normal course of business.

“Subordinated Debt” means all Indebtedness which has been formally subordinated to payment and collection of the Line of Credit.

“Subsidiary” means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person owns, directly or indirectly, such number of outstanding Capital Securities having more than 50% of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity.  Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of a Borrower.

“Swap Obligation” means any obligation arising in connection with any Hedging Contract or related obligation that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“UCC” means the Uniform Commercial Code as in effect from time to time in the state or commonwealth in which the Collateral is located.

“Unfunded Capital Expenditures” means the total amount of capital expenditures for any period, as determined on a Consolidated basis in accordance with U.S. GAAP, made by Borrowers and their Subsidiaries determined exclusive of those capital expenditures made from funds borrowed by Borrowers (for purposes of this definition “funds borrowed” will not include funds borrowed from the Bank as an Advance on the Line of Credit) or pursuant to any capitalized lease.

“U.S. GAAP” shall mean generally accepted accounting principles as set forth in the Financial Accounting Standards Board Accounting Standards Codification as are in effect in the United States from time to time, subject to the provisions of Section 1.2, and applied on a consistent basis both as to classification of items and amounts.

1.2Accounting Principles.  Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with U.S. GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by U.S. GAAP; provided, however, that all accounting terms used in Section 5.14 (and all defined terms used in the definition of any accounting term used in Section 5.14) shall have the meaning given to such terms (and defined terms) under U.S. GAAP as in effect on the date hereof applied on a basis

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consistent with those used in preparing the annual financial statements referred to in Section 5.2(a).  If Parent notifies the Bank in writing (a “Notice of Change in GAAP”) that Parent requests an amendment to any financial or accounting provision or any related defined term to eliminate the effect of, or give effect to, any change occurring after the Closing Date to U.S. GAAP, unless the Bank shall have objected (a “GAAP Objection Notice”) to such request within 15 Business Days after receipt of such Notice of Change in GAAP, the relevant financial and accounting provisions or ratios shall be calculated in accordance with U.S. GAAP as reflected in such Notice of Change in U.S. GAAP on the date of such Notice of Change in GAAP to the Bank and the Bank hereby specifically consents to the implementation of such change hereunder upon the foregoing terms.  In the event the Bank shall have delivered a GAAP Objection Notice to Parent, the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial or accounting provision in a manner that would give effect to such change hereunder determined in accordance with Parent’s financial statements at that time.  Whenever in this Agreement it is necessary to determine whether a lease is a capital lease or an operating lease, such determination shall be made on the basis of U.S. GAAP as in effect on the Closing Date.

Article 2
THE LOANS

2.1[Reserved]

2.2Line of Credit.  The Line of Credit is a revolving line of credit pursuant to which the Borrowers may borrow, repay, and re-borrow, subject to the terms of this Agreement (including Exhibit B) and the other Loan Documents.  At no one time shall the outstanding principal balance of the Line of Credit exceed $10,000,000.

(a)Advances.  Subject to the terms of this Agreement, the Bank shall make Advances to Borrowers under the Line of Credit for the uses permitted by Section 2.2(c) below.

(b)Note.  The Indebtedness of Borrowers to the Bank under the Line of Credit is and will be evidenced by the Line of Credit Note.

(c)Use of Proceeds.  Advances under the Line of Credit shall be used by Borrowers solely for (i) for general corporate purposes, (ii) repurchases of issued and outstanding Capital Securities of Parent, and (iii) other permitted purposes.

(d)Interest.   Interest on the outstanding principal amount of the Line of Credit shall accrue at a rate equal to the LIBOR Rate plus the Applicable Margin.  Interest shall be calculated on the basis of the actual number of days elapsed over a year of 360 days.  Notwithstanding anything contained herein to the contrary, all of the provisions contained in Exhibit B attached hereto shall apply to the Line of Credit.  In the event that there are any inconsistencies between the terms of the Agreement and the terms contained in Exhibit B attached hereto, the terms contained in Exhibit B shall control.

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(e)Letters of Credit.  Borrower may request that the Bank, in lieu of cash advances under the Line of Credit, issue standby letters of credit (individually, a “Letter of Credit” and collectively, the “Letters of Credit”) in an aggregate amount not to exceed $2,000,000 (the “Letter of Credit Exposure”), each for a term of no more than 12 months and renewable annually thereafter, but in no event having expiration dates after one year past the maturity of the Line of Credit.  The availability of Advances under the Line of Credit shall be reduced by the face amount of each Letter of Credit issued and outstanding (whether or not drawn).  Each payment by the Bank under a Letter of Credit, if not reimbursed by Borrowers within 2 Business Days of demand therefor, shall, in the Bank’s discretion, (i) constitute an advance of principal under the Line of Credit and shall be evidenced by the Line of Credit Note and/or (ii) if such advance of principal would cause a default under the requirement of Section 5.14(b) of this Agreement (based on the most recent certificate delivered to the Bank as required by Section 5.3 of this Agreement and assuming that such payment by the Bank under the Letter of Credit had been made on the last day of the reporting period for such certificate), constitute an Event of Default.  The Letters of Credit shall be governed by the terms of this Agreement and by one or more reimbursement agreements, in form and content satisfactory to the Bank, executed by Borrowers in favor of the Bank.  Each request for the issuance of a Letter of Credit must be accompanied by Borrower’s execution of an application on the Bank’s standard forms, together with all supporting documentation.  Each Letter of Credit will be issued in the Bank’s sole discretion and in a form acceptable to the Bank.  Borrower shall pay the Bank’s standard issuance fee on the face  amount of the Letter of Credit upon issuance, together with such other customary fees, commissions and expenses therefor as shall be required by the Bank, including, but not limited to, an annual Letter of Credit fee equal in the minimum amount of 1% of the face amount of the Letter of Credit.  This provision is not a pre-advice for the issuance of a letter of credit and is not irrevocable.  Upon the termination of the Line of Credit, Borrowers will cause all Letters of Credit, on terms satisfactory to the Bank, to be either (I) cancelled and replaced by an irrevocable letter of credit issued by a financial institution satisfactory to the Bank or (II) cash collateralized in an amount equal to 105% of the then Letter of Credit Exposure.

(f)Unused Fee.  Borrower shall pay to the Bank a fee (the “Unused Fee”) calculated as the difference between the amount of the Line of Credit and the average outstanding principal balance of the Line of Credit during each calendar quarter using at an annualized rate of twenty (20) basis points (0.20%).  The Unused Fee shall be payable in arrears within 10 days after the end of each calendar quarter.

(g)Payments.  On each Interest Payment Date (as defined in Exhibit B attached hereto), Borrowers shall make a payment in the amount of the accrued interest on the outstanding principal balance of the Line of Credit.  The entire unpaid principal amount of the Line of Credit, together with accrued and unpaid interest thereon and all other amounts payable hereunder in connection with the Line of Credit, shall be due and payable in full on June 10, 2020.

(h)Prepayment.  The Line of Credit may be prepaid in accordance with the terms contained in Exhibit B attached hereto.

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2.3Payment Provisions.

(a)All payments of principal, interest, fees, and other amounts due under the Line of Credit, including any prepayments thereof, shall be made by the Borrowers to the Bank

in immediately available funds before twelve o’clock (12:00) noon on any Business Day at the principal office of the Bank set forth in Section 9.7 of this Agreement.

(b)If any payment under this Agreement or the Line of Credit Note shall become due on a day other than a Business Day, such payment shall be made on the next succeeding business day and such extension of time shall be included in computing interest in connection with such payment.

(c)The Borrowers hereby authorize the Bank to charge the Borrowers’ deposit accounts at the Bank for any payment when due hereunder.  Payments received will be applied to charges, fees, and expenses (including attorneys’ fees), accrued interest and principal in any order the Bank may choose, in its sole discretion.

2.4Late Payments; Default Rate.  If Borrowers fail to make any payment of principal, interest, or other amount coming due pursuant to the provisions of this Agreement or the Line of Credit Note within 10 calendar days of the date due and payable, the Borrowers also shall pay to the Bank a late charge equal to 3.0% of the amount of such payment (the “Late Charge”).  Such 10 day period shall not be construed in any way to extend the due date of any such payment.  Upon maturity, whether by acceleration, demand, or otherwise, and at the Bank’s option upon the occurrence of any Event of Default and during the continuance thereof, the Line of Credit Note shall bear interest at a rate that shall be five percentage points (5.0%) in excess of the interest rate in effect from time to time under this Agreement or the Line of Credit Note but not more than the maximum rate allowed by law (the “Default Rate”).  The Default Rate shall continue to apply whether or not judgment shall be entered on the Line of Credit Note.  Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying the Bank’s expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of, the Bank’s exercise of any rights and remedies hereunder, under the other Loan Documents, or under applicable law, and any fees and expenses of any agents or attorneys which the Bank may employ.  In addition, the Default Rate reflects the increased credit risk to the Bank of carrying a loan that is in default.  The Borrowers agree that the Late Charge and Default Rate are reasonable forecasts of just compensation for anticipated and actual harm incurred by the Bank, and that the actual harm incurred by the Bank cannot be estimated with certainty and without difficulty.

2.5Advances.

(a)Borrowers may obtain Advances by giving the Bank notice, in the form of a Notice of Borrowing, executed by Parent, specifying the date, amount, and purpose thereof; provided, that prior to the delivery to the Bank of each of the items described in Section 5.22, Borrowers may not request any Advances, and the Bank shall have no obligation to make any Advances, other than Advances to pay fees and expenses due to the Bank or any of its agents or advisors, including, without limitation, in connection with the preparation of this Agreement and the other Loan Documents.  Each Advance shall be in a minimum amount of

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$500,000 and shall be in additional integral multiples of $100,000.  The Notice of Borrowing shall specify whether a LIBOR Rate Loan or a Daily LIBOR Rate Loan is being requested and if a LIBOR Rate Loan is requested, the LIBOR Interest Period selected by Borrower.  If the interest rate and/or a LIBOR Interest Period is not selected, such Advance shall be in the form of a 1-month LIBOR Rate Loan.

(b)Upon compliance with subsection (a) above and the other terms of this Agreement and any other applicable Loan Documents, the Bank shall promptly make the requested Advance available to Borrowers by crediting such amount to a Borrower’s operating account with the Bank.

(c)Each request for an Advance pursuant to this Section 2.5 shall be irrevocable and binding on Borrowers.

(d)the Bank shall not be obligated to fund more than two (2) Advances per month.

2.6Regulatory Changes in Capital Requirements.  If the Bank shall have determined that the adoption or the effectiveness after the date hereof of any law, rule, regulation, or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank (or any lending office of the Bank) or its holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on capital of the Bank or its holding company, if any, as a consequence of this Agreement, the Advances or the Line of Credit made by the Bank pursuant hereto to a level below that which the Bank or its holding company could have achieved but for such adoption, change or compliance (taking into consideration the policies of the Bank and its holding company with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank or its holding company for the amount of any such reduction suffered from the later of the date of adoption or effectiveness of any such change, together with interest on each such amount from the date demanded until payment in full thereof at the rates provided in this Agreement with respect to amounts not paid when due.  The Bank will use its best efforts to notify Borrower prior to the effectiveness of any event occurring after the date of this Agreement that will entitle the Bank to compensation pursuant to this Section 2.6.

A certificate of the Bank setting forth in reasonable detail such amount or amounts as shall be necessary to compensate the Bank or its holding company as specified above shall be delivered to Borrowers and shall be presumed correct absent manifest error.  Borrowers shall pay the Bank the amount shown as due on any such certificate delivered by the Bank within three Business Days after its receipt of the same.

Failure on the part of the Bank to demand compensation for increased costs or reduction in amounts received or receivable or reductions in return on capital with respect to any

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period shall not constitute a waiver of the Bank’s right to demand compensation with respect to such period or any other period.

2.7Taxes.

(a)Any and all payments by the Borrowers hereunder or under the Line of Credit Note shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, excluding, in the case of the Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which the Bank is organized or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as “Taxes”).  If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under Line of Credit Note to the Bank, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.7) the Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions, and (iii) the Borrowers shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b)If any assignee of Bank's rights under this Agreement is not a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code (“Non‑U.S. Lender”) and is claiming the benefits of an income tax treaty to which the United States is a party, such Non-U.S. Lender shall, upon becoming party to this Agreement and to the extent it is legally entitled to do so, deliver to Borrower a completed and properly executed IRS Form W-8BEN, W-8ECI or W-8IMY, as appropriate, or any successor form prescribed by the IRS, certifying that such Non-U.S. Lender is entitled to an exemption or reduction from U.S. withholding tax on interest.

(c)In addition, Borrowers agree to pay any present or future stamp documentary taxes or any other excise or property taxes, charges, or similar levies which arise from any payment made hereunder or under Line of Credit Note or from the execution, delivery, or registration of, or otherwise with respect to, this Agreement or the Line of Credit Note (hereinafter referred to as “Other Taxes”).

(d)Borrowers will indemnify the Bank for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.7) paid by the Bank and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto.  This indemnification shall be made within 30 days from the date the Bank makes written demand therefor.

(e)Within 30 days after the date of any payment of Taxes, Borrowers will furnish to the Bank, at its address referred to in Section 9.7, the original or a certified copy of a receipt evidencing payment thereof.

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2.8Hedging Contracts.  Borrowers shall have the option of entering in into Hedging Contracts (as defined in Exhibit B attached hereto) for all or any portion of the Line of Credit.

Article 3
REPRESENTATIONS AND WARRANTIES

Loan Parties represent and warrant, as follows:

3.1Organization and Good Standing.   Each of Parent and each of its Subsidiaries is duly organized and existing and in good standing, under the laws of the jurisdiction of its organization, has the power and authority to carry on its business as now conducted, and is qualified to do business in all other states in which the nature of its business or the ownership of its properties requires such qualification except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

3.2Intellectual Property.  Parent and its Subsidiaries owns or possesses all of the patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits, and rights necessary to own and operate their properties and to carry on their business as presently conducted and planned to be conducted by Parent and its Subsidiaries, without known possible, alleged, or actual conflict with the rights of others.  All material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, and permits of Parent and its Subsidiaries are listed and described on the Perfection Certificate.

3.3Power and Authority; Validity of Agreement.  Each Loan Party has the power and authority under the law of its state or organization and under its certificate of incorporation, by-laws, certificate of formation or operating agreement, as applicable, to enter into and perform this Agreement, the Line of Credit Note, the other Loan Documents, and all other agreements, documents, and actions required hereunder; and all actions (corporate or otherwise) necessary or appropriate for each Loan Party’s execution and performance of this Agreement, the Line of Credit Note, and the other Loan Documents and actions required hereunder have been taken, and, upon their execution, the same will constitute the valid and binding obligations of each Loan Party to the extent it is a party thereto, enforceable in accordance with their terms.

3.4No Violation of Laws or Agreements.  The making and performance of this Agreement, the Line of Credit Note, and the other Loan Documents and actions required of each Loan Party hereunder will not violate any provisions of any law or regulation, federal, state, or local, or the certificate of incorporation and by-laws of any Loan Party or result in any breach or violation of, or constitute a default under, any agreement or instruments by which each Loan Party or its property may be bound in each case except where such failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

3.5Compliance.  Each of Parent and each of its Subsidiaries is in compliance in all material respects with all applicable laws and regulations, federal, state, and local (including without limitation those administered by the Local Authorities), material to the

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conduct of its business and operations; each of Parent and each of its Subsidiaries possesses all the franchises, permits, licenses, certificates of compliance and approval, and grants of authority necessary or required in the conduct of its business(es), and the same are valid, binding, enforceable, and subsisting without any defaults thereunder or enforceable adverse limitations thereon and are not subject to any proceedings or claims opposing the issuance, development, or use thereof or contesting the validity thereof, except where the failure to possess the foregoing would not reasonably be expected to have a Material Adverse Effect; and no authorization, consent, approval, waiver, license, or formal exemptions from, nor any filing, declaration, or registration with, any court or consents, governmental agency or regulatory authority (federal, state, or local) or non-governmental entity, under the terms of contracts or otherwise, is required by reason of or in connection with each Loan Party’s execution and performance of this Agreement, the Line of Credit Note, and other Loan Documents and actions required hereunder.

3.6Litigation.   There are no actions, suits, proceedings, or claims which are pending or, to the best of each Borrower’s knowledge or information, threatened against Parent or any of its Subsidiaries which, if adversely resolved, would reasonably be expected to have a Material Adverse Effect.

3.7Title to Assets.   Each Loan Party has good and marketable title to all of its properties and assets free and clear of any liens and encumbrances, except the security interests granted to the Bank hereunder and under the Loan Documents, and all such assets are in good order and repair and fully covered by the insurance required under Section 5.7 hereof, except for Permitted Liens and defects in title that would not reasonably be expected to have a Material Adverse Effect.

3.8Ownership.  The Capital Securities of each Subsidiary of Parent are validly issued, fully paid, and non-assessable, and the issuance and sale thereof are in compliance with all applicable federal and state securities and other applicable laws; and Parent’s ownership of the Capital Securities of each of its Subsidiaries is free and clear of any liens or encumbrances or other contractual restrictions, other than liens and security interest of the Bank.

3.9Accuracy of Information; Full Disclosure.

(a)All information furnished to the Bank concerning the financial condition of Parent and its Subsidiaries has been prepared in accordance with U.S. GAAP and/or the accrual method of accounting and fairly present the financial condition of Parent and its Subsidiaries as of the dates and for the periods covered and discloses all liabilities of Parent and its Subsidiaries and there has been no material adverse change in the financial condition or business of Parent and its Subsidiaries from the date of such statements to the date hereof; and

(b)All financial statements and other documents furnished by Parent and its Subsidiaries to the Bank in connection with this Agreement and the Line of Credit Note do not and will not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading.  Each Loan Party has disclosed to the Bank in writing any and all facts which materially and adversely affect the business, properties, operations, or condition, financial or otherwise, of each Loan Party or each

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Loan Party’s ability to perform its obligations under this Agreement and the other Loan Documents.

3.10Taxes and Assessments.   (a) Parent and its Subsidiaries have filed all required tax returns or has filed for extensions of time for the filing thereof, and have paid all applicable federal, state, and local taxes, other than taxes not yet due or which may be paid hereafter without penalty, to the extent the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; provided that no such taxes shall be required to be paid if they are being contested in good faith by appropriate proceedings and are covered by appropriate reserves maintained in cash or Cash Equivalents and prepared in accordance with U.S. GAAP and/or the accrual method of accounting; and (b) Parent and its Subsidiaries have no knowledge of any deficiency or additional assessment in connection therewith not provided for in the financial statements required hereunder.

3.11Indebtedness.  Parent and its Subsidiaries have no presently outstanding Indebtedness or obligations including contingent obligations and obligations under leases of property from others, except as set forth on Schedule 3.11 attached hereto.

3.12ERISA.   Each Loan Party and each ERISA Affiliate is in compliance in all material respects with all applicable provisions of ERISA and the regulations promulgated thereunder; and,

(a)Neither any Loan Party nor any ERISA Affiliate maintains or contributes to or has maintained or contributed to any multiemployer plan (as defined in section 4001 of ERISA) under which any Loan Party or any ERISA Affiliate could have any withdrawal liability;

(b)Neither any Loan Party nor any ERISA Affiliate sponsors or maintains any ERISA Plan under which there is an accumulated funding deficiency within the meaning of §412 of the Code, whether or not waived;

(c)The aggregate liability for accrued benefits and other ancillary benefits under each ERISA Plan that is or will be sponsored or maintained by any Loan Party or any ERISA Affiliate (determined on the basis of the actuarial assumptions prescribed for valuing benefits under terminating single-employer defined benefit plans under Title IV of ERISA) does not exceed the aggregate fair market value of the assets under each such defined benefit pension ERISA Plan;

(d)The aggregate liability of each Loan Party and each ERISA Affiliate arising out of or relating to a failure of any ERISA Plan to comply with the provisions of ERISA or the Code will not have a Material Adverse Effect on any Loan Party; and

(e)There does not exist any unfunded liability (determined on the basis of actuarial assumptions utilized by the actuary for the plan in preparing the most recent Annual Report) of any Loan Party or any ERISA Affiliate under any plan, program, or arrangement providing post-retirement life or health benefits.

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3.13Books and Records.   Each of Parent and each Subsidiary maintains its books and records relative to the Collateral at its address set forth on Schedule 3.14 attached hereto or such other location after the Closing Date as Parent and its Subsidiaries may have after complying with the terms of Section 6.10 hereof.

3.14Location of Collateral.   None of the Inventory, Equipment, or other tangible property constituting part of the Collateral is, or has been during the six months preceding execution of this Agreement, located in or on any premises other than those addresses set forth on Schedule 3.14 attached hereto or such other location after the Closing Date as Loan Parties may have after complying with the terms of Section 6.10 hereof.

3.15Places of Business.   The only places of business of Parent and each of its Subsidiaries are those addresses set forth on Schedule 3.14 attached hereto or such other location after the Closing Date as Parent and its Subsidiaries may have after complying with the terms of Section 6.10 hereof.

3.16Other Name or Entities.   Except as set forth on Schedule 3.16, none of any Loan Party’s business is conducted through any corporate subsidiary, unincorporated association, or other entity and no Loan Party has, within the seven years preceding the date of this Agreement (a) changed its name, (b) used any name other than the name stated at the beginning of this Agreement, or (c) merged or consolidated with, or acquired the assets of, any corporation or other business.

3.17Title and Liens.   Each Loan Party has good and marketable title to all of the Collateral as sole owner or lessor thereof, as appropriate, free and clear of any mortgage, security interest, assignment, pledge, hypothecation, or other lien or encumbrance, except for Permitted Liens.

3.18Fees and Commissions.   No Loan Party owes fees or commissions of any kind, and does not know of any claim for any fees or commissions, in connection with the Line of Credit.

3.19No Extension of Credit for Securities.   No Loan Party is now, nor at any time has it been engaged principally, or as one of its important activities, in the business of extending or arranging for the extension of credit, for the purpose of purchasing or carrying any margin stock or margin securities; nor will the proceeds of the Line of Credit be used by any Loan Party, directly or indirectly, for such purposes.

3.20Hazardous Wastes, Substances and Petroleum Products.

(a)To its knowledge, Parent and each Subsidiary (i) has received all permits and filed all notifications necessary to carry on its business; and (ii) is in compliance in all respects with all Environmental Control Statutes, except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(b)Neither Parent nor any Subsidiary has given any written or oral notice, or has failed to give required notice, to the EPA or any state or local agency with regard

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to any actual or imminently threatened Release of Hazardous Substances on properties owned, leased, or operated by any Loan Party or Subsidiary or used in connection with the conduct of its business and operations.

(c)Neither Parent nor any Subsidiary has received notice that it is potentially responsible for costs of clean-up or remediation of any actual or imminently threatened Release of Hazardous Substances pursuant to any Environmental Control Statute.

3.21Solvency.   Parent and its Subsidiaries on a Consolidated basis are, after receipt and application of the proceeds of the Line of Credit and each Advance will be, Solvent.  Parent and its Subsidiaries, on a Consolidated basis, (i) do not intend to, nor believe that they will, incur debts or liabilities beyond their ability to pay as such debts and liabilities mature, and (ii) are not engaged in a business or transaction, or about to engage in a business or transaction, for which their property would constitute unreasonably small capital after giving due consideration to the prevailing practice and industry in which  they are engaged.  For purposes of this Section 3.21, in computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that reasonably can be expected to become an actual matured liability of Parent and its Subsidiaries on a Consolidated basis.

3.22Material Contracts.   Schedule 3.22 lists all Material Contracts of Parent and each of its Subsidiaries.  Each such Material Contract is, to the knowledge of Parent and each Subsidiary, in full force and effect as of the Closing Date.  As of the Closing Date, each of Parent and each Subsidiary has satisfied in full or provided for all of its liabilities and obligations under each Material Contract requiring performance prior to the date hereof in all material respects, and is not in material default under any such Material Contract, nor does any condition exist that with notice or lapse of time or both would constitute such a default.  As of the Closing Date, to the knowledge of Parent and each Subsidiary, no other party to any Material Contract is in material default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute such a default.  Other than as described on Schedule 3.22, no approval or consent of any Person is needed for any Material Contract to continue to be in full force and effect after giving effect to the transactions contemplated hereby.

3.23Deposit Accounts.  Parent and its Subsidiaries have no Deposit Accounts with any Person other than the Bank, except those Deposit Accounts not maintained with the Bank as of the Closing Date listed on Schedule 3.23.  Parent will cause each Deposit Account of Parent and each Domestic Subsidiary that is not maintained at the Bank to be closed within 90 days of the Closing Date or become subject to a Control Agreement.  Parent or any Subsidiary may open Deposit Accounts in foreign or domestic jurisdictions for general corporate purposes and merchant acquiring settlements as its business requires; provided that any Deposit Account opened within the United States shall be maintained at the Bank or subject to a Control Agreement.

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Article 4
CONDITIONS

4.1Initial Conditions.   The obligation of the Bank to make the initial advance under the Line of Credit, or to make any other Advance shall be subject to the Bank receipt of the following documents, each in form and substance satisfactory to the Bank:

(a)Loan Documents.  The Loan Documents, properly executed, as applicable, and delivered to the Bank.

(b)Authorization Documents.  Certified copies of the certificates of incorporation, bylaws and resolutions or the certificates of formation, operating agreements and consents, as applicable, of each Loan Party authorizing execution and full performance of the Loan Documents to which it is a party and all other documents and actions required hereunder, and an incumbency certificate setting forth the officers or members of each Loan Party authorized to execute the Loan Documents.

(c)Certificates of Good Standing.  Certificates of good standing or subsistence, as applicable, of each Loan Party from its state of incorporation or formation and in each state or commonwealth where it is qualified to do business.

(d)Financing Statements.  Uniform Commercial Code financing statements or continuations thereof naming each Loan Party, as debtor, and the Bank, as secured party, perfecting a first priority security interest in Collateral as security for the obligations of such Loan Party (subject only to Permitted Liens), together with such other documents as the Bank may require to perfect its security interests.

(e)Guaranty.  A Guaranty executed by each Guarantor in favor of the Bank unconditionally guarantying the payment and performance of the obligations and liabilities of Borrowers to the Bank.

(f)Insurance.  Certificates of property and liability insurance in favor of the Bank with respect to all of Loan Parties’ properties and business.

(g)Notice of Borrowing(s).  If an Advance of the Line of Credit is to be made to Borrowers, completed Notice(s) of Borrowing and any other documents or information reasonably required by the Bank in connection therewith.

(h)Searches.  Uniform Commercial Code, tax, judgment lien, pending litigation, and bankruptcy searches against each Loan Party in those offices and jurisdictions as the Bank shall reasonably request.

(i)Opinion.  The favorable legal opinion of counsel to Loan Parties addressed to the Bank covering such matters as the Bank may require.

(j)Minimum Availability.  Evidence, reasonably satisfactory to the Bank, that, as of the Closing Date and following an Advance made on the Closing Date, Borrower shall satisfy the Minimum Availability Requirement on the Closing Date.

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(k)Material Contracts.  The Bank shall have received copies of all Material Contracts.

(l)Financial Condition Certificate.  A fully-executed Financial Condition Certificate.

(m)Closing Condition Certificate.  A fully-executed Closing  Condition Certificate.

(n)Other Documents.  Such additional documents as the Bank reasonably may request, including, without limitation, the items identified on the closing list attached hereto as Schedule 4.1(l).

4.2Additional Condition to the Bank’s Obligations.   It shall be a condition to the Bank’s obligation hereunder to make any Advance that the representations and warranties set forth herein and in the other Loan Documents shall be true and correct as if made on the date of such Advance, that no Default or Event of Default shall have occurred and be continuing on the date of such Advance or be caused by such Advance, and there shall have been no material adverse change in any Borrower’s financial condition or business since the date hereof.

Article 5
AFFIRMATIVE COVENANTS

Each Loan Party covenants and agrees that until such time as all Obligations are Paid in Full and the Bank has no further obligation to make Advances to Borrowers, each Loan Party, to the extent applicable, shall do all of the following:

5.1Existence and Good Standing.  Preserve and maintain its existence as a corporation or limited liability company, as applicable, and its good standing in all states in which it conducts business and the validity of all its franchises, licenses, permits, certificates of compliance or grants of authority required in the conduct of its business.

5.2Financial Statements/Financial Information.

(a)Furnish to the Bank within 120 days after the close of each fiscal year commencing with fiscal year 2015 annual audited financial statements for Parent and its Subsidiaries on a Consolidated basis, including (i) a balance sheet, (ii) a statement of income, and (iii) a statement of cash flows, which financial statements shall be prepared in accordance with U.S. GAAP and shall be certified without qualification (except with respect to changes in U.S. GAAP as to which Parent’s independent certified public accountants have concurred) by an independent certified public accounting firm satisfactory to the Bank; and cause the Bank to be furnished with copies of management letters issued in connection with such financial statements and a certificate signed by such accountants to the effect that to the best of their knowledge there exists no violations of any provisions of this Agreement or the happening of any Default or Event of Default hereunder.

(b)Within 45 days after the end of each fiscal quarter following the date hereof, Parent and its Subsidiaries shall furnish to the Bank internally prepared financial

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statements (balance sheet, income statement, and statement of cash flows) on a Consolidated basis for the preceding fiscal quarter.

(c)Such other information as the Bank may reasonably request from time to time.

(d)Within 90 days after beginning of each fiscal year (commencing with the fiscal year beginning January 1, 2016), an annual Consolidated budget of Parent and its Subsidiaries for that fiscal year, each in form and substance acceptable to the Bank.

5.3Covenant Compliance Certificates.  Concurrently with each delivery of financial statements pursuant to Sections 5.2(a) and 5.2(b) above, Borrowers and their Subsidiaries shall furnish to the Bank a certificate, certified by the Chief Financial Officer of Parent evidencing compliance with the financial covenants in Section 5.14 hereof, including all covenant calculations, reasonably acceptable to the Bank.

5.4Securities and Governmental Reports.  Promptly (and in any event within five Business Days) after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Parent with the Securities and Exchange Commission (“SEC”) any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be.

5.5Notification of Account Debtors.  Upon the occurrence and during the continuance of any Event of Default, each Borrower, at the request of the Bank, shall notify the Account debtors of the Bank’s security interest in its Accounts.  Upon the occurrence and continuance of any Event of Default, the Bank may notify the Account debtors on any of the Accounts to make payment directly to the Bank, and the Bank may endorse all items of payment received by it that are payable to any Borrower; until such time as the Bank elects to exercise such right of notification, Borrowers are authorized to collect and enforce the Accounts.

5.6Books and Records.   Keep and maintain satisfactory and adequate books and records of Accounts in accordance with U.S. GAAP and/or the accrual method of accounting and make or cause the same to be made available to the Bank or their agents or nominees at any reasonable time upon reasonable notice for inspection and to make extracts thereof and permit the Bank to discuss contents of same with senior officers of Borrowers and also with outside auditors and accountants of Borrower. 

5.7Insurance.   Keep and maintain all of its property and assets in good order and repair and covered by insurance with reputable and financially sound insurance companies against such hazards and in such amounts and against such risks as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and against such hazards and in such amounts as is customary in the industry, under policies requiring the insurer to furnish reasonable notice to the Bank and opportunity to cure any non-payment of premiums prior to termination of coverage; and, as required above, furnish the Bank with certificates of such insurance and cause the Bank to be named as lender loss payee and additional insured thereof, as its interest may appear.

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5.8Litigation; Event of Default.   Notify the Bank in writing immediately after Parent becomes aware of (a) the institution of any litigation, the commencement of any administrative proceedings, the happening of any event or the assertion or threat of any claim which reasonably could be expected to have a Material Adverse Effect or result in the occurrence of any Default or Event of Default hereunder, or (b) the entry of any judgment, decree, or order requiring payment in excess of $5,000,000 against any Loan Party.

5.9Taxes.   Pay and discharge all taxes, assessments or other governmental charges or levies imposed on it or any of its property or assets prior to the date on which any penalty for non-payment or late payment is incurred, unless the same are (a)(i) currently being contested in good faith by appropriate proceedings, diligently prosecuted and (ii) are covered by appropriate reserves maintained in cash or cash equivalents in accordance with U.S. GAAP and/or the accrual method of accounting or (b) the failure to make such payment would not reasonably be expected to result in a Material Adverse Effect.

5.10Costs and Expenses.   Pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses (including but not limited to reasonable attorneys’ fees and disbursements) the Bank may pay or incur in connection with all waivers, consents and amendments to this Agreement and all other documentation related thereto and the collection or enforcement of the Line of Credit, including without limitation any reasonable fees and disbursements incurred in defense of or to retain amounts of principal, interest or fees paid.  All obligations provided for in this Section 5.10 shall survive any termination of this Agreement and the repayment of the Line of Credit.

5.11Compliance; Notification.

(a)Comply in all respects with all local, state, and federal laws and regulations applicable to its business, including without limitation the Environmental Control Statutes, and the Securities Act of 1933, as amended, and all laws and regulations of the Securities Exchange Commission and the Local Authorities, and the provisions and requirements of all material franchises, permits, certificates of compliance and approval issued by regulatory authorities, and other like grants of authority held by each Loan Party, unless noncompliance therewith would not reasonably be expected to have a Material Adverse Effect; and notify the Bank in reasonable detail promptly after a Responsible Officer becomes aware of any actual or alleged failure to comply with or perform, breach, violation, or default under any such laws or regulations or under the terms of any of such franchises or licenses, grants of authority, or of the occurrence or existence of any facts or circumstances which with the passage of time, the giving of notice or otherwise would reasonably be expected to create such a breach, violation or default or would reasonably be expected to occasion the termination of any of such franchises or grants of authority.

(b)With respect to the Environmental Control Statutes, immediately notify when, in connection with the conduct of any Loan Party’s business(es) or operations, any Person (including, without limitation, EPA or any state or local agency) provides oral or written notification to any Loan Party, or any Loan Party otherwise becomes aware of a condition with regard to an actual or imminently threatened Release of Hazardous Substances; and notify the Bank in detail immediately upon the receipt by any Borrower of an assertion of liability under

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the Environmental Control Statutes, of any actual or alleged failure to comply with or perform, breach, violation, or default under any such statutes or regulations or of the occurrence or existence of any facts, events, or circumstances which with the passage of time, the giving of notice, or both, could create such a breach, violation, or default.

5.12ERISA.   (a) Comply in all material respects with the provisions of ERISA to the extent applicable to any ERISA Plan maintained for the employees of or any ERISA Affiliate; (b) do or cause to be done all such acts and things that are required to maintain the qualified status of each ERISA Plan and tax exempt status of each trust forming part of such ERISA Plan; (c) not incur any material accumulated funding deficiency (within the meaning of ERISA and the regulations promulgated thereunder), or any material liability to the PBGC (as established by ERISA); (d) permit any event to occur (i) as described in Section 4042 of ERISA or (ii) which may result in the imposition of a lien on its properties or assets; and (e) notify the Bank in writing promptly after it has come to the attention of senior management of any Loan Party of the assertion or threat of any “reportable event” or other event described in Section 4042 of ERISA (relating to the soundness of a ERISA Plan) or the PBGC’s ability to assert a material liability against it or impose a lien on any Loan Party’s or any ERISA Affiliates’ properties or assets; and (f) refrain from engaging in any prohibited transactions or actions causing possible liability under Section 5.02 of ERISA.

5.13Accounts.  Each Loan Party shall maintain its primary banking relationships in the United States with the Bank, including each Deposit Account.

5.14Financial Covenants. 

(a)Parent and its Subsidiaries on a Consolidated basis shall maintain, at all times, a minimum Fixed Charge Coverage Ratio of 1.20:1.00, to be tested quarterly as of the last day of each quarter on a rolling four-quarter basis, calculated on the financial statements received by the Bank in accordance with the terms of this Agreement.

(b)Parent and its Subsidiaries on a Consolidated basis shall not exceed a maximum Leverage Ratio, to be tested quarterly as of the last day of each quarter on a rolling four-quarter basis, calculated on the financial statements received by the Bank in accordance with the terms of this Agreement, of 2.00:1.00 at all times.

(c)Parent and its Subsidiaries on a Consolidated basis shall maintain, at all times, the Minimum Availability Requirement.

5.15Condition of Collateral; No Liens.  Maintain the Collateral in good condition and repair at all times, preserve the Collateral from loss, damage, or destruction of any nature whatsoever, and keep the Collateral free and clear of any Lien other than permitted Liens.

5.16Records.   Maintain complete and accurate books and records of all its operations and properties, including records of the Collateral.

5.17Further Assistance.   From time to time, execute and deliver such further documents and take such further actions as the Bank may reasonably request in order to carry out the purposes of this Agreement and the other Loan Documents.

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5.18Transactions Among Affiliates.   Cause all transactions between and among Affiliates to be on an arms-length basis and on such terms and conditions as are customary in the applicable industry between and among unrelated entities; provided, that transactions involving  a Foreign Subsidiary are not required to satisfy the arms-length test as long as the transaction is not more favorable than arms-length with respect to the Foreign Subsidiary.

5.19Additional Subsidiary.   If any additional Subsidiary is formed or acquired after the Closing Date, the Borrowers will, within three Business Days after such Subsidiary is formed or acquired, notify the Bank thereof and cause the Capital Securities of such Subsidiary owned by or on behalf of any Borrower to be added to the Collateral (other than to the extent such Capital Securities would constitute Excluded Property) and, if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to execute a joinder to this Agreement, in form and substance satisfactory to the Bank.

5.20Acquired or Intellectual Property.  Upon the acquisition or establishment of any property used in or relating to the business of Borrowers, including intellectual property, the Loan Parties shall cause the applicable Loan Party acquiring or establishing such property take all actions required by the Bank, to the extent such property is intended to be part of the Collateral, to cause such property to become part of the Collateral for the Obligations, including, but not limited to, the execution of all documents reasonably required by the Bank.

5.21Other Information.  Provide the Bank with any other documents and information, financial or otherwise, reasonably requested by the Bank from time to time.

5.22Post-Closing Delivery.  Furnish to the Bank each of the following items, each duly executed and in form and substance reasonably satisfactory to the Bank, within the time period described:

(a)Within one day following the Closing Date, originals of each of the Loan Documents, including original stock certificates and executed stock powers for each Loan Party other than Parent;

(b)Within 30 days following the Closing Date, a landlord waiver agreement with the landlords (and if applicable, sub-landlord) for each of the following locations:  (i)  670 Long Beach Blvd., Long Beach, NY 11561; (ii) One Corporate Commons, 100 West Commons Blvd., Suite 200, New Castle, DE 19720; and (iii) 100 Mansell Court East, Suite 250, Roswell, GA 30076;

(c)Within 30 days following the Closing Date, a collateral access agreement with the landlord/operator of Verizon Co-Location Center, Terramark Worldwide, Inc., 401 Fieldcrest Drive, Elmsford, NY;

(d)Within 30 days following the Closing Date, evidence of termination of any lien or security interest of record at the U.S. Patent and Trademark Office in favor of any Person other than the Bank, including, without limitation, any lien or security interest with respect to trademark registration no. 2698529 (IPAY) by PBT, Ltd. (Cayman Islands) in 2005 and The Bank of New York, as Agent, in 2006 and 2007,

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(e)Within 30 days following the Closing Date, original stock certificates and executed stock powers with respect to the Capital Securities required to be pledged to the Bank for each of Planet Payment Asia Pacific Pte Ltd, and Planet Payment.ie Limited;

(f)Within 30 days following the Closing Date, English translations of the charter documents of each direct or indirect Subsidiary of Parent.

(g)Within 30 days following the Closing Date, documents to effect a pledge of the Pledged Collateral of Planet Payment do Brasil Serviços de Tecnologia de Informação Ltda.

(h)Within 30 days following the Closing Date, a completed ANNEX A to Pledge Agreement and a completed ANNEX B to Pledge Agreement.

Article 6
NEGATIVE COVENANTS

Each Loan Party covenants and agrees that until the Liabilities are Paid In Full and this Agreement no longer remains in effect (unless the Bank shall give its prior written consent thereto), it will not:

6.1Indebtedness.   Borrow any monies or create any Indebtedness except (a) indebtedness represented by the Obligations, (b) other indebtedness of Loan Parties to the Bank, (c) as set forth on Schedule 3.11 attached hereto, (d) unsecured indebtedness to its members or shareholders, as applicable, provided that there shall be no repayment of any such indebtedness if there is an Event of Default then in existence under any of the Loan Documents, (e) accounts payable to trade creditors arising out of purchases of goods or services in the ordinary course of business, provided that (i) each such account payable is payable not later than 60 days after the original invoice date according to the original terms of sale and (ii) each such account payable is not overdue by more than 60 days according to the original terms of sale, unless the applicable Loan Party is disputing the amount or validity of same in good faith; (f) indebtedness secured by Liens permitted by clauses (e) and (i) of the definition of “Permitted Liens,” and (g) guarantees of any of the Indebtedness permitted by this Section 6.1.

6.2Guaranties.   Other than as permitted by Section 6.1, guarantee or assume or agree to become liable in any way, either directly or indirectly, for any additional indebtedness or liability of others except to endorse checks or drafts in the ordinary course of business.

6.3Consolidations, Mergers, or Acquisitions.   Be a party to any merger, consolidation, or exchange of stock, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any other evidence of an equity interest in, or any partnership, limited liability company, or joint venture interest in, any other Person, or sell, transfer, convey, assign or lease all or any substantial part of its assets or property, or otherwise sell or assign, with or without recourse, any receivables, except (a) any Borrower or any of the Subsidiaries of a Borrower may merge into another Borrower provided that such Borrower is the surviving Person, (b) any of the Subsidiaries of a Borrower may merge into another wholly-

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owned subsidiary of a Borrower organized under the laws of the United States provided that if such Subsidiary has granted a Lien in its assets to the Bank, such surviving subsidiary shall grant the Bank a first priority perfected security interest in its assets to the Bank and take such other actions (and execute and deliver all certificates, documents, and agreements) reasonably required by the Bank in connection therewith, (c) any subsidiaries of a Borrower may, with the prior written consent of the Bank, liquidate or dissolve as long as the assets of such subsidiary are transferred to a Borrower and provided further that in connection with any transaction described in clauses (a), (b), or (c) in this Section 6.3, the Borrowers shall provide 10 Business Days’ prior written notice of any such merger to the Bank, (d) the transaction is a “Permitted Acquisition” if (i) Borrowers can demonstrate pro forma compliance with (A) a minimum Fixed Charge Coverage Ratio of 1.35:1.00, on a rolling four-quarter basis, calculated on the financial statements received by the Bank in accordance with the terms of this Agreement, and (B) a maximum Leverage Ratio, on a rolling four-quarter basis, calculated on the financial statements received by the Bank in accordance with the terms of this Agreement, of 1.75:1.00, (ii) no Default or Event of Default has occurred, is continuing or would exist after giving effect to such transactions, (iii) the representations and warranties set forth in this Agreement shall be true and correct in all material respects (or with respect to representations and warranties qualified by materiality, in all respects) with the same effect as if then made (except to the extent stated to a specific earlier date) after giving effect to such transactions, (iv) such transactions do not result in a Change of Control, (v) such acquisition shall have been approved by the applicable board of directors (or other similar body) and/or the applicable equity holders to the extent required by law or governance documents, (vi) the Bank shall receive not less than 10 Business Days’ prior written notice of the consummation of such acquisition, which notice shall include a reasonably detailed description of the proposed price, terms, and conditions of such acquisition and identify the anticipated closing date thereof, (vii) the Bank shall receive, not less than ten 10 Business Days’ prior to the consummation of such acquisition, a due diligence package, in form reasonably satisfactory to the Bank, which package shall include all information reasonably requested by the Bank, (viii) such acquisition comprises a business, or those assets of a business, of the type similar to the one engaged in by a Borrower as of the Closing Date and those reasonably related or incidental thereto, (ix) the Bank, (A) is granted a first priority perfected Lien (subject only to Permitted Liens) on all assets being acquired pursuant to such acquisition (and, in the case of an acquisition involving the purchase of equity interests, all of such purchased equity interests shall be pledged to the Bank), except to the extent that any such assets would be Excluded Property, (B) is provided with a collateral assignment (or consent to the collateral assignment) of the applicable Borrower’s rights under the applicable purchase agreement, and (C) is provided such other customary documents, instruments, and legal opinions as the Bank shall reasonably request in connection therewith, each to be in form and substance reasonably satisfactory to the Bank, and (x) the aggregate consideration paid in connection with any such acquisition permitted in this Section 6.3 shall not exceed $2,000,000, provided, that for the purposes hereof, consideration shall exclude any equity paid to sellers and any amount funded with the proceeds of any equity issuance or equity contributions made, but such consideration shall include all amounts paid or payable in connection with such acquisition, including all transaction costs and all Indebtedness incurred or assumed in connection therewith, including the maximum amount payable under any earn-out obligations.

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6.4Liens and Encumbrances.   Create, permit, or suffer the creation of any liens, security interests, or any other encumbrances on any of its property, real or personal, except Permitted Liens.

6.5Additional Negative Pledge.   Enter into any agreement, covenant, or promise with any Person or entity restricting in any manner its ability to pledge its assets or properties or otherwise grant any liens, security interests, or encumbrances on its property other than as permitted by Section 6.4.

6.6Transfer of Assets; Liquidation.

(a)Sell, lease, transfer, or otherwise dispose of all or any portion of its assets, real or personal, including, for the avoidance of doubt, cash, other than such transactions in the normal and ordinary course of business for value received and sales, payments and other transfers that are otherwise permitted by this Agreement; or

(b)discontinue, liquidate, or change in any material respect any substantial part of its operations or business(es).

6.7Changes.  (a) Sell or transfer an ownership interest in any Loan Party or Subsidiary, (b) cease or materially change business operations, or (c) reorganize or consolidate business operations.

6.8[Reserved].

6.9Modification of Governing Documents.   Change, alter or modify, or permit any change, alteration, or modification of, its certificate of incorporation, bylaws, operating agreement, certificate of formation or other governing documents.

6.10Change of Location or Name.  Change any of the following without 30 days prior written notice to the Bank:  (a) the locations stated in Section 3.13 of this Agreement, (b) the location of the principal place of business or chief executive office of any Loan Party, or (c) the name under which any Loan Party conducts any of its business or operations.

6.11Change of Accounting Practices.   Change its present accounting principles or practices in any material respect, except as may be required by changes in U.S. GAAP.

6.12Leases.   Except for leases with annual rental payments less than $1,000,000, enter into or amend any lease, license, or similar agreement without in each case obtaining the prior written consent of the Bank, which consent shall not be unreasonably withheld, delayed, or conditioned.

6.13Inconsistent Agreement.   Enter into any agreement containing any provision that would be violated by the performance of any Loan Party’s obligations under this Agreement or any of the other Loan Documents or under any document delivered or to be delivered by it in connection therewith.

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6.14Use of Proceeds.   Use the proceeds of the Line of Credit for any purpose other than as permitted by Section 2.2(c).

6.15Loans and Investments.   Make any loans or advances to, or investments in, any Person other than a Subsidiary.

6.16Planet Payment do Brasil Serviços de Tecnologia de Informação Ltda.  Until the pledge described in Section 5.2.2(g) above has been effected, no additional assets or property will be contributed to Planet Payment do Brasil Serviços de Tecnologia de Informação Ltda.

Article 7
SECURITY AND RIGHT OF SET OFF

7.1Security Agreement.  

1. (a)As security for the payment of any and all of Borrower’s Obligations, whether matured or unmatured, now existing or hereafter incurred or created hereunder or otherwise, each Borrower grants, conveys, and gives the Bank a security interest in all Collateral of such Borrower, whether now or existing or hereafter acquired, wherever located, an all proceeds and products thereof.  Each Borrower authorizes the Bank to file one or more UCC financing statements to perfect its security interests in the Collateral.

2. (b)As security for the payment of any and all of Guarantor’s obligations under this Agreement and the Guaranty to which such Guarantor is a party, whether matured or unmatured, now existing or hereafter incurred or created hereunder or otherwise, each Guarantor grants, conveys, and gives the Bank a security interest in all Collateral of such Guarantor, whether now or existing or hereafter acquired, wherever located, an all proceeds and products thereof.  Each Guarantor authorizes the Bank to file one or more UCC financing statements to perfect its security interests in the Collateral.

7.2Additional Collateral.   As additional security for the payment of any and all of the Obligations or other obligations in favor of the Bank, whether matured or unmatured, now existing or hereafter incurred or created hereunder or otherwise, each Loan Party hereby grants to the Bank a security interest in and lien upon all funds, balances, or other property of any kind of such Loan Party, or in which such Loan Party has an interest, limited to the interest of such Loan Party therein, whether now or hereafter in the possession, custody, or control of the Bank.

7.3Deposit Accounts. Notwithstanding any other provision contained in this Agreement or any other Loan Document, the Bank agrees it shall not exercise any remedies, including any remedies provided under the UCC, with respect to deposits held in Current Payroll Accounts that are not in excess of 150% of the amount required during the most recent two-week payroll period as evidenced by ADP reports or other payroll reporting documentation.

7.4Right of Set-off.   The Bank is hereby authorized at any time and from time to time after the occurrence and during the continuance of an Event of Default, to the fullest extent permitted by law, to set-off and apply any and all deposits (general or special, time or

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demand, provisional or final) at any time held and other Indebtedness at any time owing by the Bank to or for the credit or the account of any Loan Party against any and all of the obligations of Borrowers now or hereafter existing under this Agreement and the other Loan Documents.  The Bank agrees promptly to notify the Loan Parties after any such set-off and application made by the Bank; provided,  however, that the failure to give such notice shall not affect the validity of such set-off and application.  The rights of the Bank under this Article 7 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Bank may have.

Article 8
DEFAULT

8.1Events of Default.   Each of the following events shall be an Event of Default hereunder:

(a)If Borrowers shall fail to pay when due any installment of principal, interest, fees, costs, expenses, or any other sum payable to the Bank hereunder or otherwise and such failure shall continue for more than five Business Days after written notice of such failure shall have been given by the Bank to Borrowers; provided,  however, the Bank shall not be required to provide Borrowers such notice or cure more than twice in any calendar year;

(b)If any representation or warranty made herein or in connection herewith or in any statement, certificate, or other document furnished hereunder or otherwise is false or misleading in any material respect when made;

(c)If any Borrower shall default in the payment or performance of any obligation or Indebtedness to another Person in an amount in excess of $250,000, after the expiration of any applicable notice or cure periods;

(d)If there shall occur any material breach of, material noncompliance with, or material default under any Material Contract of any Borrower, in each case that permits the termination of the contract;

(e)If any Loan Party shall sell, convey, assign, lease, or otherwise transfer to any Person or abandon or otherwise dispose of, voluntarily or involuntarily, any Essential Borrower IP except as permitted by the terms of the Intellectual Property Security Agreement;

(f)If any Loan Party shall default in the performance of any other agreement or covenant contained herein or in any document executed or delivered to the Bank, and such default shall continue uncured for 15 days after written notice thereof to Loan Party given by the Bank; provided,  however, if such default is curable but not reasonably capable of cure within such 15 day period, Loan Party shall have such further period, not to exceed a period of 30 days in the aggregate, as may be required to cure such default, on the condition that Borrowers commence such cure within the original 15 day period and thereafter diligently prosecutes such cure to completion within such 30 day period;

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(g)If custody or control of any substantial part of the property of any Loan Party shall be assumed by any governmental agency or any court of competent jurisdiction at the instance of any governmental agency; if any material license or franchise shall be suspended, revoked, or otherwise terminated; or if any governmental regulatory authority or judicial body shall make any other final non-appealable determination the effect of which would be to affect materially and adversely the operations of any Loan Party as now conducted; and, as to each of the events set forth in this subsection (g), such event cannot be corrected, as determined in the sole and absolute discretion of the Bank, within 15 days after written notice thereof by the Bank to such Loan Party;

(h)If any Borrower becomes insolvent, bankrupt, or generally fails to pay its debts as such debts become due; is adjudicated insolvent or bankrupt; admits in writing its inability to pay its debts; or shall suffer a custodian, receiver, or trustee for it or substantially all of its property to be appointed; makes an assignment for the benefit of creditors; or suffers proceedings under any law related to bankruptcy, insolvency, liquidation, or the reorganization, readjustment or the release of debtors to be instituted against it; if proceedings under any law related to the bankruptcy, insolvency, liquidation, or the reorganization, readjustment, or the release of debtors is instituted or commenced by any Borrower; if any order for relief is entered relating to any of the foregoing proceedings; if any Borrower shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; or if any Borrower shall by any act or failure to act indicate its consent to, approval of, or acquiescence in any of the foregoing; and, as to each of the events set forth in this subsection (h), such event cannot be corrected, as determined in the sole and absolute discretion of the Bank, within 30 days after notice thereof by the Bank to the Borrowers;

(i)any event or condition shall occur or exist with respect to any activity or substance regulated under the Environmental Control Statutes, except where any such event or condition would not reasonably be expected to result in a Material Adverse Effect;

(j)there occurs any Change of Control;

(k)a judgment, decree, or order requiring payment in excess of $250,000 shall be rendered against any Loan Party and such judgment or order shall remain unsatisfied, undischarged, and in effect for 45 consecutive days without a stay of enforcement or execution, provided that this clause (k) shall not apply to any judgment to the extent such Loan Party is fully insured and with respect to which the insurer has admitted liability; and

(l)any execution shall have been levied against any part of the Collateral or against any other property of any Borrower and shall continue unstayed and in effect for a period of 15 Business Days after written notice thereof by the Bank.

8.2Remedies.   Upon the happening of any Event of Default and at any time thereafter, at the election of the Bank, and by notice by the Bank to the Borrower, the Bank may declare the entire unpaid balance, principal, interest, and fees, of all Obligations of Borrowers, hereunder or otherwise, to be immediately due and payable; provided, that the Obligations shall automatically be due and payable following an Event of Default described in Section 8.1(g).  Upon such declaration, the Bank shall have no further obligation to make any Advances and the

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immediate right to enforce or realize on any Collateral granted therefor in any manner or order it deems expedient without regard to any equitable principles of marshaling or otherwise.  In addition to any rights granted hereunder or in any documents delivered in connection herewith, the Bank shall have all the rights and remedies granted by any applicable law, all of which shall be cumulative in nature.

8.3Powers of Attorney.   Each Loan Party hereby constitutes and appoints the Bank its true and lawful attorney and agent in fact to take any or all of the actions described below in the Bank’s or such Borrower’s name and at Borrowers’ expense during the continuance of an Event of Default:

(a)Charges Against Credit Balances.  The Bank, without demand, may charge and withdraw from any credit balance that any Loan Party may then have with the Bank, or with any Affiliate of the Bank, any amount that shall become due from any Loan Party to the Bank.

(b)Evidence of Liens.  Each Loan Party authorizes the Bank to file such financing statements and other documents and take such other actions as the Bank deems necessary or proper in order to create, perfect, or continue the security interests and other liens provided for by this Agreement or any of the other Loan Documents, and the Bank may file the same in any appropriate governmental office.

(c)Preservation of Collateral.  The Bank may take any and all action that it deems necessary or proper to preserve its interest in the Collateral, including without limitation the payment of debts of any Loan Party that might impair the Collateral or the Bank’s security interest therein, the purchase of insurance on Collateral, the repair or safeguarding of Collateral, or the payment of taxes, assessments, or other liens thereon.  All sums so expended by the Bank shall be added to the Obligations, shall be secured by the Collateral, and shall be payable on demand with interest at the Default Rate from the respective dates such sums are expended.

(d)The Bank’s Right to Cure.  The Bank may perform any of any Loan Party’s obligations under the Loan Documents but shall not be obligated to do so.  All sums so expended by the Bank shall be added to the Obligations, shall be secured by the Collateral, and shall be payable on demand with interest at the Default Rate from the respective dates such sums are expended.

(e)Verification of Accounts.  The Bank may make test verifications of any and all Accounts in any manner and through any medium the Bank considers advisable, and each Loan Party shall render any necessary assistance.

(f)Collections; Modification of Terms.  The Bank may demand, sue for, collect, and give receipts for any money, instruments, or property payable or receivable on account of or in exchange for any of the Collateral, or make any compromises it deems necessary or proper, including without limitation extending the time of payment, permitting payment in installments, or otherwise modifying the terms or rights relating to any of the Collateral, all of which may be effected without notice to or consent by any Borrower and without otherwise

35

discharging or affecting the obligations of Loan Party under this Agreement, the Collateral, or the security interest granted under this Agreement or any of the other Loan Documents.

(g)Endorsements.  The Bank may endorse any Loan Party’s name on checks, notes, acceptances, drafts, invoices, bills of lading, and any other documents or instruments requiring such Loan Party’s endorsement.

(h)Mails.  The Bank may notify the postal authorities to deliver all mail, parcels, and other material addressed to any Loan Party to the Bank at such address as the Bank may direct, and the Bank may open and deal with same as it deems necessary or proper.

(i)Insurance.  The Bank may file proofs of loss and claim with respect to any of the Collateral with the appropriate insurer, and may endorse in its own and any Loan Party’s name any checks or drafts constituting insurance proceeds.

Each Loan Party covenants and agrees that the powers of attorney granted by this Section 8.3 are coupled with an interest and shall be irrevocable until full and final payment and performance of the Obligations, at which time such powers of attorney shall automatically terminate; that said powers are granted solely for the protection of the Bank’s interest and Loan Parties shall have no duty to exercise any thereof; that the decision whether to exercise any of such powers, and the manner of exercise, shall be solely within the Bank’s discretion; and that neither the Bank nor any of its Affiliates, directors, officers, employees, or agents shall be liable for any act of omission or commission, or for any mistake or error of judgment, in connection with any such powers unless such mistake or error constitutes gross negligence or willful misconduct as finally determined in a non-appealable judicial proceeding.

8.4Specific Rights Regarding Collateral.   In addition to the rights as stated generally in Sections 8.2 and 8.3 hereof, each Loan Party agrees that, during the continuance of an Event of Default, the Bank shall be entitled to the rights and remedies, and each Loan Party shall have the obligations, set forth below:

(a)The Bank may enter upon the premises where any of the Collateral is located and take possession thereof and, at the Bank’s option, remove or sell in place any or all thereof.

(b)Upon notice from the Bank, each Loan Party and shall promptly, at its expense, assemble any or all of the Collateral and make it available at a reasonably convenient place designated by the Bank.

(c)The Bank may, with or without judicial process, sell, lease, or otherwise dispose of any or all of the Collateral at public or private sale or proceedings, by one or more contracts, in one or more parcels, at the same or different times and places, with or without having the Collateral at the place of sale or other disposition, to such Persons or entities, for cash or credit or for future delivery and upon such other terms, as the Bank may in its discretion deem best in each such matter.  If any of the Collateral is sold on credit or for future delivery, the Bank shall not be liable for the failure of the purchaser to pay for same and, in the event of such failure, the Bank may resell such Collateral.

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(d)Loan Parties hereby further agree that notice of the time and place of any public sale, or of the time after which any private sale or other intended disposition or action relating to any of the Collateral is to be made or taken, shall be deemed commercially reasonable notice thereof, and shall satisfy the requirements of any applicable statute or other law, if such notice (i) is delivered not less than seven Business Days prior to the date of the sale, disposition, or other action to which the notice relates, or (ii) is mailed (by ordinary first class mail, postage prepaid) not less than 14 Business Days prior thereto.  The Bank shall not be obligated to make any sale or other disposition or take other action pursuant to such notice and may, without other notice or publication, adjourn or postpone any public or private sale or other disposition or action by announcement at the time and place previously fixed therefore, and such sale, disposition or action may be held or accomplished at any times or places to which the same may be so adjourned or postponed.

(e)The Bank may purchase any or all of the Collateral at any public sale and may purchase at private sale any of the Collateral that is of a type customarily sold in a recognized market or the subject of widely distributed price quotations or as may be further permitted by law.  The Bank may make payment of the purchase price for any Collateral by credit against the then outstanding amount of the Line of Credit.

(f)The Bank may at its discretion retain any or all of the Collateral and apply the same in satisfaction of part or all of the Line of Credit.

(g)Any cash proceeds of sale, lease or other disposition of Collateral shall be applied as follows:

First:  To the expenses of collecting, enforcing, safeguarding, holding, and disposing of Collateral, and to other expenses of the Bank in connection with the enforcement of this Agreement or the other Loan Documents, (including without limitation court costs and the fees and expenses of attorneys, accountants, and appraisers), together with interest at the Default Rate from the respective dates such sums are expended;

Second:  Any surplus then remaining to the payment of interest and principal of the Loans and other sums payable as part of the Obligations of Borrowers under the Loan Documents, in such order as the Bank elects; and

Third:  Any surplus then remaining to Borrowers or whoever may be lawfully entitled thereto.

Article 9
MISCELLANEOUS

9.1Indemnification and Release Provisions.   Except in the event of the gross negligence or willful misconduct of the Bank and its directors, officers, agents, employees, and counsel and their respective heirs, administrators, executors, successors as finally determined in a non-appealable judicial proceeding, each Loan Party hereby indemnifies and agrees to protect, defend, and hold harmless the Bank and its directors, officers, officials, agents, employees, and

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counsel and their respective heirs, administrators, executors, successors, and assigns, from and against, any and all losses, liabilities (including without limitation transfer taxes, documentary taxes, or assessments or charges made by any governmental authority), claims, damages, interest, judgments, costs, or expenses, including without limitation reasonable fees and disbursements of counsel, incurred by any of them arising out of or in connection with or by reason of this Agreement, the making of the Line of Credit, or any other Loan Document, including without limitation, any and all losses, liabilities, claims, damages, interests, judgments, costs, or expenses relating to or arising under any Environmental Control Statute or the application of any such statute to any of Loan Parties’ properties or assets.  All obligations provided for in this Section 9.1 shall survive any termination of this Agreement and the repayment of Obligations.

9.2Binding and Governing Law.   This Agreement and all documents executed hereunder shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed as to their validity, interpretation, and effect by the laws of the State of Delaware without regard to the conflicts of laws provisions contained therein.

9.3Survival.   All agreements, representations, warranties, and covenants of each Loan Party contained herein or in any documentation required hereunder shall survive the execution of this Agreement and the making of the Line of Credit hereunder and except for Sections 5.10 and 9.1 which provide otherwise, will continue in full force and effect as long as any Obligations or other obligations of Loan Parties to the Bank remain outstanding.

9.4No Waiver; Delay.   If the Bank shall waive any power, right, or remedy arising hereunder or under any applicable law, such waiver shall not be deemed to be a waiver of the later occurrence or recurrence of any of said events with respect to the Bank.  No delay by the Bank in the exercise of any power, right, or remedy shall, under any circumstances, constitute or be deemed to be a waiver, express or implied, of the same and no course of dealing between the parties hereto shall constitute a waiver of the Bank’s powers, rights, or remedies.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

9.5Modification; Waiver.   Except as otherwise provided in this Agreement, no modification or amendment hereof, or waiver or consent hereunder, shall be effective unless made in a writing signed by appropriate officers of the parties hereto.

9.6Headings.   The various Headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof.

9.7Notices.   Any notice, request, or consent required hereunder or in connection herewith shall be deemed satisfactorily given if in writing (including facsimile, or other similar electronic methods of communication) and delivered by hand, sent by, a nationally recognized overnight courier delivery service or mailed (registered or certified mail) to the parties at their respective addresses, email addresses, or facsimile numbers set forth below or such other addresses or facsimile numbers as may be given by any party to the others in writing:

38

if to any Loan Party:

Planet Payment, Inc.

670 Long Beach Blvd

Long Beach, NY  11561

Attention:  Robert Cox

Facsimile:  516-706-0547

With a copy to:

Fenwick & West LLP

801 California Street

Mountain View, CA  94041

Attention:  Robert Freedman

Facsimile:  650-938-5200

if to the Bank:

919 North Market Street

Suite 800

Wilmington, Delaware  19801

Attention:  Benjamin B. Rogers

Facsimile No.:  (302) 655-5379

with a copy to:

Duane Morris LLP
111 South Calvert Street
Suite 2000
Baltimore, MD  21202
Attention:  R. Timothy Bryan, Esq.
Facsimile:  (410) 510-1946

9.8Time of Day.  Unless otherwise set forth herein, all time of day restrictions imposed herein shall be calculated using prevailing time in Wilmington, Delaware.

9.9Severability.  If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

9.10Counterparts.  This Agreement may be executed in any number of counterparts with the same effect as if all the signatures on such counterparts appeared on one document, and each such counterpart shall be deemed to be an original.

9.11Consent to Jurisdiction and Service of Process.  Each Loan Party irrevocably appoints each and every officer of each Loan Party as its attorney upon whom may be served any notice, process, or pleading in any action or proceeding against it arising out of or

39

in connection with any of the Loan Documents; and each Loan Party hereby consents that any action or proceeding against it be commenced and maintained in any court within New Castle County, Delaware, or in the United States District Court for the District of Delaware by service of process on any such officer; and each Loan Party agrees that the courts of New Castle County, Delaware, and the United States District Court for the District of Delaware shall have jurisdiction with respect to the subject matter hereof and the person of each Loan Party and the Collateral.  Notwithstanding the foregoing, the Bank, in its absolute discretion may also initiate proceedings in the courts of any other jurisdiction in which a Loan Party may be found or in which any of its properties or Collateral may be located.

9.12Preservation and Limitation of Remedies.   The Bank and each Loan Party shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable:  (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale granted under Loan Documents or under applicable law or by judicial foreclosure and sale, including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by confession of judgment.  EACH LOAN PARTY AND THE BANK AGREE THAT THEY SHALL NOT HAVE A REMEDY OF PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER IN ANY DISPUTE AND HEREBY WAIVE ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY HAVE NOW OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY DISPUTE.

9.13WAIVER OF JURY TRIAL.   EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE Line of Credit NOTE OR THE LOAN DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE BANK. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK’S ENTERING INTO THIS AGREEMENT.

9.14CONFESSION OF JUDGMENT.  EACH LOAN PARTY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE STATE OF DELAWARE, OR ELSEWHERE, UPON AND FOLLOWING THE OCCURRENCE OF AN EVENT OF DEFAULT, TO APPEAR FOR AND CONFESS JUDGMENT AGAINST ANY LOAN PARTY FOR THE AMOUNT FOR WHICH LOAN PARTIES MAY BE OR BECOME LIABLE TO THE BANK OR ANY OF THEM UNDER THIS AGREEMENT OR THE Line of Credit NOTE OR THE OTHER LOAN DOCUMENTS AS EVIDENCED BY AN AFFIDAVIT SIGNED BY AN OFFICER OF THE BANK, AS THE CASE MAY BE, SETTING FORTH THE AMOUNT THEN DUE, PLUS ATTORNEYS’ FEES EQUAL TO TWENTY PERCENT (20%) OF PRINCIPAL AND INTEREST AND COSTS OF SUIT (PROVIDED,  HOWEVER, THAT THE BANK SHALL ONLY SEEK TO RECOVER THOSE REASONABLE FEES ACTUALLY INCURRED BY IT FROM TIME TO TIME), AND FOR

40

SO DOING THIS AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT, IT BEING AGREED THAT THE FOREGOING AUTHORIZATION IS A POWER COUPLED WITH AN INTEREST.  EACH LOAN PARTY WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS NOW OR HEREAFTER IN EFFECT.  NO SINGLE EXERCISE OF THE FOREGOING WARRANT AND POWER TO CONFESS JUDGMENT SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL ALL OBLIGATIONS OF LOAN PARTIES TO THE BANK HAVE BEEN PAID IN FULL.

9.15ACKNOWLEDGMENTS.  EACH LOAN PARTY ACKNOWLEDGES THAT IT HAS HAD THE ASSISTANCE OF COUNSEL IN THE REVIEW AND EXECUTION OF THIS AGREEMENT AND, SPECIFICALLY, SECTIONS 9.11 THROUGH AND INCLUDING 9.14 HEREOF, AND FURTHER ACKNOWLEDGES THAT THE MEANING AND EFFECT OF THE FOREGOING WAIVER OF JURY TRIAL AND CONFESSION OF JUDGMENT HAVE BEEN FULLY EXPLAINED TO EACH LOAN PARTY BY SUCH COUNSEL.

9.16U.S. Patriot Act/OFAC Notice.  To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each Person who establishes a formal relationship with such institution.  Therefore, when the Loan Parties enter into this business relationship with the Bank, the Bank will ask the Loan Parties or their officers or owners their name, address, date of birth (for individuals) and other pertinent information that will allow the Bank to identify the Loan Parties.  The Bank may also ask to see the Loan Parties’ organizational documents or other identifying information.

{remainder of page intentionally left blank}

41

IN WITNESS WHEREOF, the undersigned, by their duly authorized officers or members, have signed, sealed, and delivered this Agreement the day and year first above written.

ATTEST:	PLANET PAYMENT, INC.,
	a Delaware corporation, as Parent
	By:		(SEAL)
Name:		Name:
(Assistant) Secretary		Title:
	By:		(SEAL)
Name:		Name:
(Assistant) Secretary		Title:

ATTEST:	PLANET PAYMENT PROCESSING SERVICES, INC.,
	a Delaware corporation, as a Borrower
	By:		(SEAL)
Name:		Name:
(Assistant) Secretary		Title:
	By:		(SEAL)
Name:		Name:
(Assistant) Secretary		Title:

ATTEST:	PLANET GROUP, INC.,
	a Delaware corporation, as a Borrower
	By:		(SEAL)
Name:		Name:
(Assistant) Secretary		Title:
	By:		(SEAL)
Name:		Name:
(Assistant) Secretary		Title:

{SIGNATURE PAGE TO CREDIT AND SECURITY AGREEMENT}

ATTEST:	PLANET TECHNOLOGY SERVICES, LLC,
	a Delaware limited liability company, as a Guarantor
	By:		(SEAL)
Name:		Name:
(Assistant) Secretary		Title:
	By:		(SEAL)
Name:		Name:
(Assistant) Secretary		Title:

ATTEST:	PLANET PAYMENT SOLUTIONS, LLC,
	a Delaware limited liability company, as a Guarantor
	By:		(SEAL)
Name:		Name:
(Assistant) Secretary		Title:
	By:		(SEAL)
Name:		Name:
(Assistant) Secretary		Title:

{SIGNATURE PAGE TO CREDIT AND SECURITY AGREEMENT}

WITNESS:	CITIZENS BANK, N.A.
	By:		(SEAL)
		Benjamin B. Rogers
		Vice President

{SIGNATURE PAGE TO CREDIT AND SECURITY AGREEMENT}

Exhibit A

Notice of Borrowing

[date]

Citizens Bank, N.A.

919 North Market Street

Suite 800

Wilmington, Delaware 19801

Re:Notice of Borrowing

Gentlemen:

Pursuant to the terms of a Credit and Security Agreement dated as of June [__], 2015 (the “Credit Agreement”), we hereby request you to make an advance under the Line of Credit in the amount of $_______________ for purposed permitted by the Credit Agreement.  Such advance shall be a LIBOR Rate Loan with LIBOR Interest Period of [daily][one month][two months][three months].

This notice of borrowing constitutes a reaffirmation by the undersigned that the representations and warranties in the Credit Agreement are true, correct, and accurate in all material respects and a certification by the undersigned that no Default or Event of Default (each as defined in the Credit Agreement) exists.

Very truly yours,

PLANET PAYMENT, INC.

By:

Name:

Title:

A-1

EXHIBIT B
STANDARD LIBOR LANGUAGE

1.Definitions.

a.“Adjusted LIBOR Rate” means, relative to any LIBOR Rate Loan to be made, continued or maintained as, or converted into a LIBOR Rate Loan for any LIBOR Interest Period, a rate per annum determined by dividing (x) the LIBOR Rate for such LIBOR Interest Period by (y) a percentage equal to one hundred percent (100%) minus the LIBOR Reserve Percentage.

b.“Applicable Margin” means 250 basis points (2.50%).

c. “Business Day” means:

(1)any day which is neither a Saturday or Sunday nor a legal holiday on which commercial banks are authorized or required to be closed in Wilmington, Delaware;

(2)when such term is used to describe a day on which a borrowing, payment, prepaying, or repaying is to be made in respect of any LIBOR Rate Loan, any day which is: (i) neither a Saturday or Sunday nor a legal holiday on which commercial banks are authorized or required to be closed in New York City; and (ii) a London Banking Day; and

(3)when such term is used to describe a day on which an interest rate determination is to be made in respect of any LIBOR Rate Loan, any day which is a London Banking Day.

d.“Daily LIBOR Rate” shall mean, for any day, the rate of one (1) month Dollar deposits as reported on Reuters Page LIBOR01 as of 11:00 a.m., London time, on such day, or if such day is not a London Banking Day (as defined herein), then the immediately preceding London Banking Day (or if not so reported, then as determined by the Bank from another recognized source or interbank quotation).

e.“Daily LIBOR  Rate Loan” means any loan or advance the rate of interest applicable to which is based upon the Daily LIBOR Rate.

f.“Hedging Contracts” means, interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, or any other agreements or arrangements entered into between a Borrower or its Affiliates and the Bank and designed to protect a Borrower against fluctuations in interest rates or currency exchange rates, including without limitation a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy Code.

g.“Hedging Obligations” means, with respect to a Borrowers, all liabilities of such Borrower or its Affiliates to the Bank under Hedging Contracts.

B-1

h.“Interest Payment Date” means the last Business Day of each LIBOR Interest Period or, in the case of Prime Rate Loans, any day on which a payment of principal is due hereunder.

i.“LIBOR Interest Period” means relative to any LIBOR Rate Loans:

(1)initially, the period beginning on (and including) the date on which such LIBOR Rate Loan is made or continued as a LIBOR Rate Loan and ending on (but excluding) the day which numerically corresponds to such date one, two or three months thereafter (or, if such month has no numerically corresponding day, on the last Business Day of such month), in each case as selected by Borrowers by irrevocable notice to the Bank pursuant to Section 2.11 hereof; and

(2)thereafter, each period commencing on the last day of the preceding LIBOR Interest Period applicable to such LIBOR Rate Loan and ending one, two, or three months thereafter, as selected by Borrowers by irrevocable notice to the Bank pursuant to Section 2.5 hereof;

provided, however, that

(a)at no time may there be more than four LIBOR Interest Periods in effect with respect to the LIBOR Rate Loans;

(b)LIBOR Interest Periods commencing on the same date for LIBOR Rate Loans comprising part of the same Advance under this Agreement shall be of the same duration;

(c)LIBOR Interest Periods for LIBOR Rate Loans in connection with which Borrower has or may incur Hedging Obligations with the Bank shall be of the same duration as the relevant periods set under the applicable Hedging Contracts;

(d)if such LIBOR Interest Period would otherwise end on a day which is not a Business Day, such LIBOR Interest Period shall end on the next following Business Day unless such day falls in the next calendar month, in which case such LIBOR Interest Period shall end on the first preceding Business Day; and

(e)no LIBOR Interest Period may end later than the Maturity Date.

j.“LIBOR Rate” means, relative to any LIBOR Interest Period, the offered rate for deposits of U.S. Dollars for a term coextensive with the designated LIBOR Interest Period which the ICE Benchmark Administration (or any successor administrator of LIBOR rates) fixes as its LIBOR rate as of 11:00 a.m. London time on the day which is two London Banking Days prior to the beginning of such LIBOR Interest Period.  If such day is not a London Banking Day, the LIBOR Rate shall be determined on the next preceding day which is a London Banking Day.  If for any reason the Bank cannot determine such offered rate fixed by the then current administrator of LIBOR rates, the Bank may, in its sole but reasonable discretion, use an alternative method to select a rate calculated by the Bank to reflect its cost of funds.

B-2

k.“LIBOR Rate Loan” means any loan or advance the rate of interest applicable to which is based upon the LIBOR Rate.

l.“LIBOR Reserve Percentage” means, relative to any day of any LIBOR Interest Period, the maximum aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) under any regulations of the Board of Governors of the Federal Reserve System (the “Board”) or other governmental authority having jurisdiction with respect thereto as issued from time to time and then applicable to assets or liabilities consisting of “Eurocurrency Liabilities”, as currently defined in Regulation D of the Board, having a term approximately equal or comparable to such LIBOR Interest Period.

m.“London Banking Day” means a day on which dealings in Dollar deposits are transacted in the London interbank market.

n.“Maturity Date” means June 10, 2020, unless sooner accelerated pursuant to the terms hereof.

o.“Prime Rate” shall mean a rate per annum equal to the rate of interest announced by Bank from time to time as its “Prime Rate.”  Any change in the Prime Rate shall be effective immediately from and after such change in the Prime Rate.  Interest accruing by reference to the Prime Rate shall be calculated on the basis of actual days elapsed and a 360-day year.  The Borrowers acknowledge that the Bank may make loans to its customers above, at or below the Prime Rate.

p.“Prime Rate Loan” means any loan for the period(s) when the rate of interest applicable to such Loan is calculated by reference to the Prime Rate.

q.“Prime Rate Margin” means 0% per annum.

2.Borrowing Procedure.  Advances shall be made in accordance with the terms of the Agreement.

3.Repayment, Prepayments, and Interest.

a.Repayments; Continuations.  All LIBOR Rate Loans shall mature and become payable in full on the last day of the LIBOR Interest Period relating to such LIBOR Rate Loan.  Upon maturity, if not repaid, a LIBOR Rate Loan shall be continued for an additional LIBOR Interest Period of the same duration.

b.Interest Provisions.  Interest on the outstanding principal amount of the Loan, when classified as a: (i) LIBOR Rate Loan, shall accrue during each LIBOR Interest Period at a rate per annum equal to the sum of the Adjusted LIBOR Rate for such LIBOR Interest Period plus the LIBOR Rate Margin and shall be due and payable on each Interest Payment Date and on the Maturity Date, and (ii) Prime Rate Loan, shall accrue at a rate per annum equal to the sum of the Prime Rate plus the Prime Rate Margin, and shall be due and payable on each Interest Payment Date and on the Maturity Date.  Interest shall be calculated for

B-3

the actual number of days elapsed on the basis of a 360-day year, including the first date of the applicable period to, but not including, the date of repayment.

c.Voluntary Prepayment of LIBOR Rate Loans.  LIBOR Rate Loans and Daily LIBOR Rate Loans may be prepaid upon the terms and conditions set forth herein.  For LIBOR Rate Loans and Daily LIBOR Rate Loans in connection with which a Borrower has or may incur Hedging Obligations, additional obligations may be associated with prepayment, in accordance with the terms and conditions of the applicable Hedging Contracts.   Borrowers shall give the Bank, no later than 10:00 a.m., New York City time, at least four Business Days’ notice of any proposed prepayment of any LIBOR Rate Loans and Daily LIBOR Rate Loans, specifying the proposed date of payment of such LIBOR Rate Loans and Daily LIBOR Rate Loans, and the principal amount to be paid.  Each partial prepayment of the principal amount of LIBOR Rate Loans and Daily LIBOR Rate Loans shall be in an integral multiple of $10,000 and accompanied by the payment of all charges outstanding on such LIBOR Rate Loans (including the LIBOR Breakage Fee) and Daily LIBOR Rate Loans and of all accrued interest on the principal repaid to the date of payment

d.LIBOR Breakage Fees.  Upon:  (i) any default by Borrowers in making any borrowing of or continuation of any LIBOR Rate Loan following Borrowers’ delivery of a borrowing request or continuation notice hereunder or under the Agreement; or (ii) any prepayment of a LIBOR Rate Loan on any day that is not the last day of the relevant LIBOR Interest Period (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise), Borrowers shall pay an amount (“LIBOR Breakage Fee”), as calculated by the Bank, equal to the amount of any losses, expenses and liabilities (including without limitation any loss of margin and anticipated profits) that the Bank may sustain as a result of such default or payment.  Each Borrower understands, agrees, and acknowledges that:  (i) the Bank does not have any obligation to purchase, sell, and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan; (ii) the LIBOR Rate may be used merely as a reference in determining such rate; and (iii) Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating the LIBOR Breakage Fee and other funding losses incurred by the Bank.   Each Borrower further agrees to pay the LIBOR Breakage Fee and other funding losses, if any, whether or not the Bank elects to purchase, sell, and/or match funds.

4.Miscellaneous LIBOR Rate Loan Terms

a.LIBOR Rate Lending Unlawful.  If the Bank shall determine (which determination shall, upon notice thereof to Borrowers and absent manifest error, be conclusive and binding on Borrowers) that the introduction of or any change in or in the interpretation of any law, rule, regulation or guideline, (whether or not having the force of law) makes it unlawful, or any central the Bank or other governmental authority asserts that it is unlawful, for the Bank to make, continue or maintain any LIBOR Rate Loan as a LIBOR Rate Loan and/or a Daily LIBOR Rate Loan as a Daily LIBOR Rate Loan, the obligations of the Bank to make, continue or maintain any such LIBOR Rate Loans and/or Daily LIBOR Rate Loans shall, upon such determination, forthwith be suspended until the Bank shall notify Borrowers that the circumstances causing such suspension no longer exist, and all LIBOR Rate Loans and/or Daily LIBOR Rate Loans of such type shall automatically convert into Prime Rate Loans at the end of

B-4

the then current LIBOR Interest Periods (or in the case of Daily LIBOR Rate Loans, the same day) with respect thereto or sooner, if required by such law or assertion.

b.Unavailability of LIBOR Rate.  In the event that Borrowers shall have requested a LIBOR Rate Loan and/or a Daily LIBOR Rate Loan in accordance with the Note and this Agreement and the Bank, in its sole discretion, shall have determined that Dollar deposits in the relevant amount and for the relevant LIBOR Interest Period are not available to the Bank in the London interbank market; or by reason of circumstances affecting the Bank in the London interbank market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate and/or the Daily LIBOR Rate applicable to the relevant LIBOR Interest Period; or the LIBOR Rate or the Daily LIBOR Rate no longer adequately and fairly reflects the Bank’s cost of funding loans; upon notice from the Bank to Borrowers, the obligations of the Bank hereunder and under this Agreement to make or continue any loans as, or to convert any loans into, LIBOR Rate Loans and/or Daily LIBOR Rate Loans of such duration shall forthwith be suspended until the Bank shall notify Borrowers that the circumstances causing such suspension no longer exist.

c.Increased Costs.  If, on or after the date hereof, the adoption of any applicable law, rule or regulation or guideline (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central the Bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central the Bank or comparable agency: (a) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting its LIBOR Rate Loans, Daily LIBOR Rate Loans or its obligation to make LIBOR Rate Loans or Daily LIBOR Rate Loans; or (b) shall impose on the Bank any other condition affecting its LIBOR Rate Loans, Daily LIBOR Rate Loans or its obligation to make LIBOR Rate Loans or Daily LIBOR Rate Loans, and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any LIBOR Rate Loan or Daily LIBOR Rate Loans, or to reduce the amount of any sum received or receivable by the Bank under this agreement with respect thereto, by an amount deemed by the Bank to be material, then, within 15 days after demand by the Bank, Borrowers shall pay to the Bank such additional amount or amounts as will compensate the Bank for such increased cost or reduction.

d.Increased Capital Costs.  If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central the Bank, regulator or other governmental authority affects or would affect the amount of capital required or expected to be maintained by the Bank, or person controlling the Bank, and the Bank determines (in its sole and absolute discretion) that the rate of return on its or such controlling person’s capital as a consequence of its commitments or the loans made by the Bank is reduced to a level below that which the Bank or such controlling person could have achieved but for the occurrence of any such circumstance, then, in any such case upon notice from time to time by the Bank to Borrowers, Borrowers shall immediately pay directly to the Bank additional amounts sufficient to compensate the Bank or such controlling person for such reduction in rate of return.

B-5

A statement of the Bank as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on Borrowers.  In determining such amount, the Bank may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.

e.Taxes.  All payments by Borrowers of principal of, and interest on, the LIBOR Rate Loan and the Daily LIBOR Rate Loan and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by the Bank’s net income or receipts (such non-excluded items being called “Taxes”).  In the event that any withholding or deduction from any payment to be made by Borrowers hereunder is required in respect of any Taxes pursuant to any applicable law, rule, or regulation, then Borrowers will:

(a)pay directly to the relevant authority the full amount required to be so withheld or deducted;

(b)promptly forward to the Bank an official receipt or other documentation satisfactory to the Bank evidencing such payment to such authority; and

(c)pay to the Bank such additional amount or amounts as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against the Bank with respect to any payment received by the Bank hereunder, the Bank may pay such Taxes and Borrowers will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received by the Bank after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Bank would have received had not such Taxes been asserted.

If Borrowers fail to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, Borrower shall indemnify the Bank for any incremental Taxes, interests or penalties that may become payable by the Bank as a result of any such failure.

B-6

Exhibit C

Financial Condition Certificate

{see attached}

Exhibit D

Closing Condition Certificate

{see attached}

SCHEDULE 3.11

Indebtedness

SCHEDULE 3.14

Locations of Collateral

SCHEDULE 3.16

Other Names or Entities

SCHEDULE 3.22

Material Contracts

SCHEDULE 3.23

Deposit Accounts

SCHEDULE 4.1(j)

Closing Checklist

{see attached}

SCHEDULE 6.4

Encumbrances

EX-21.1

Exhibit 21.1

List of Subsidiaries of the Registrant

Name	Jurisdiction of Organization or Incorporation
Planet Payment Asia Pacific Pte Ltd.	Singapore
Planet Technology Services, LLC	Delaware
Planet Payment Solutions, LLC	Delaware
Planet Payment Processing Services, Inc.	Delaware
Planet Payment Canada Inc.	Canada
Planet Group, Inc.	Delaware
Planet Payment Bermuda Ltd.	Bermuda
Planet Payment (Europe) Limited	England
Planet Payment.ie Limited	Ireland
Planet Payment (Hong Kong) Limited	Hong Kong
Planet Payment IT Services Shanghai Limited	China
Planet Payment (I.O.M.) Limited	Isle of Man
Planet Payment Mexico, S. de R.L. de C.V.	Mexico
Planet Payment Data Systems (Shanghai) Limited	China
Planet Labs Limited	Ireland
Planet Payment Solutions Limited	Ireland
PLANET PAYMENT  DO BRASIL SERVIÇOS DE TECNOLOGIA DE INFORMAÇÃO LTDA.	Brazil

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Carl J.  Williams, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Planet Payment, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including any consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August4, 2015	By:	/s/ Carl J.  Williams
		Carl J.  Williams
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert J. Cox III, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Planet Payment, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including any consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2015	By:	/s/ Robert J. Cox III
		Robert J. Cox III
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C SECTION 1350

The undersigned, Carl J. Williams, Chief Executive Officer of Planet Payment, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, hereby certifies:

(i) the Quarterly Report on Form 10-Q for the period ended June 30, 2015 of the Company (the “Report”) fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August4, 2015	By:	/s/ Carl J.  Williams
		Carl J.  Williams
		Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350

The undersigned, Robert J. Cox III, Chief Financial Officer of Planet Payment, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, hereby certifies:

(i) the Quarterly Report on Form 10-Q for the period ended June 30, 2015 of the Company (the “Report”) fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August4, 2015	By:	/s/ Robert J. Cox III
		Robert J. Cox III
		Chief Financial Officer

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Credit Facility (Details) - Revolving Credit Facility [Member] - USD ($) $ in Millions		6 Months Ended
	Jun. 10, 2015	Jun. 30, 2015
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 10.0
Minimum availability requirement		$ 5.0
Amount outstanding		$ 0.0
LIBOR
Debt Instrument [Line Items]
Variable interest rate	2.50%
Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 2.0

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Net income per share (Details 2) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Anti-dilutive securities excluded from computation of diluted earnings per share
Total anti-dilutive securities (in shares)	11,673,467	10,588,565	12,890,660	9,271,312
Contingently issued restricted shares
Anti-dilutive securities excluded from computation of diluted earnings per share
Total anti-dilutive securities (in shares)	718,407	1,236,119	718,407	1,236,119
Stock options
Anti-dilutive securities excluded from computation of diluted earnings per share
Total anti-dilutive securities (in shares)	4,762,323	3,737,421	5,979,516	2,375,051
Restricted stock awards
Anti-dilutive securities excluded from computation of diluted earnings per share
Total anti-dilutive securities (in shares)	60,000		60,000
Warrants
Anti-dilutive securities excluded from computation of diluted earnings per share
Total anti-dilutive securities (in shares)				45,117
Convertible preferred stock
Anti-dilutive securities excluded from computation of diluted earnings per share
Total anti-dilutive securities (in shares)	6,851,144	6,851,144	6,851,144	6,851,144

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Goodwill and intangible assets (Tables)

6 Months Ended

Jun. 30, 2015

Goodwill and intangible assets

Schedule of changes in carrying amount of goodwill

Goodwill, gross, as of December 31, 2014	$	319,671
Impact of change in Euro exchange rate		(27,848)
Accumulated impairment losses as of June 30, 2015		—
Goodwill, net, as of June 30, 2015	$	291,823

Schedule of the gross book value, accumulated amortization and amortization periods of intangible assets

	As of June 30, 2015						As of December 31, 2014						Amortization
	Gross book		Accumulated		Net book		Gross book		Accumulated		Net book		period
	value		amortization		value		value		amortization		value		(in years)
Trademarks and patents	$	1,168,369	$	(429,575)	$	738,794	$	1,158,572	$	(387,134)	$	771,438	15	-	21
Technology		2,430,243		(1,509,103)		921,140		2,662,164		(1,386,902)		1,275,262	5
Intangible assets, net	$	3,598,612	$	(1,938,678)	$	1,659,934	$	3,820,736	$	(1,774,036)	$	2,046,700

Schedule of amortization expense related to intangible assets

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Amortization expense	$	142,789	$	168,164	$	287,789	$	339,455

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Segment information (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) item	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)
Segment information
Number of reportable segments | item			2
Cost of sales included in processing and services costs	$ 3,385,658	$ 3,245,321	$ 6,623,598	$ 6,959,914
Long-lived assets	8,400,000		$ 8,400,000		$ 9,100,000
Number of geographical regions in which the entity conducts its business | item			3
Net Revenue:
Net revenue	12,683,359	11,884,605	$ 24,816,129	23,059,722
Gross Profit:
Total gross profit	9,405,479	8,993,949	18,337,274	17,052,396
Multi-currency processing services
Segment information
Cost of sales included in processing and services costs	700,000	500,000	1,300,000	1,100,000
Net Revenue:
Net revenue	8,061,689	8,125,546	15,743,454	15,563,981
Gross Profit:
Total gross profit	7,374,695	7,609,747	14,443,689	14,450,333
Payment processing services
Net Revenue:
Net revenue	4,621,670	3,759,059	9,072,675	7,495,741
Gross Profit:
Total gross profit	2,030,784	1,384,202	3,893,585	2,602,063
APAC
Net Revenue:
Net revenue	4,226,769	4,102,146	8,263,045	7,988,153
Gross Profit:
Total gross profit	4,187,113	4,079,966	8,193,825	7,938,105
Americas
Net Revenue:
Net revenue	1,750,920	2,079,643	3,244,050	3,290,449
Gross Profit:
Total gross profit	1,641,963	2,043,352	3,038,241	3,222,055
CEMEA
Net Revenue:
Net revenue	2,084,000	1,943,757	4,236,359	4,285,379
Gross Profit:
Total gross profit	$ 1,545,619	$ 1,486,429	$ 3,211,623	$ 3,290,173

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Goodwill and intangible assets (Details 2) - USD ($)	3 Months Ended		6 Months Ended		18 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Dec. 31, 2014
Intangible assets
Gross book value	$ 3,598,612		$ 3,598,612		$ 3,598,612	$ 3,820,736
Accumulated amortization	(1,938,678)		(1,938,678)		(1,938,678)	(1,774,036)
Net book value	1,659,934		1,659,934		1,659,934	2,046,700
Amortization expense	142,789	$ 168,164	287,789	$ 339,455
Trademarks And Patents
Intangible assets
Gross book value	1,168,369		1,168,369		1,168,369	1,158,572
Accumulated amortization	(429,575)		(429,575)		(429,575)	(387,134)
Net book value	738,794		738,794		$ 738,794	771,438
Trademarks And Patents | Minimum
Intangible assets
Amortization period					15 years
Trademarks And Patents | Maximum
Intangible assets
Amortization period					21 years
Technology
Intangible assets
Gross book value	2,430,243		2,430,243		$ 2,430,243	2,662,164
Accumulated amortization	(1,509,103)		(1,509,103)		(1,509,103)	(1,386,902)
Net book value	$ 921,140		$ 921,140		$ 921,140	$ 1,275,262
Amortization period					5 years

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Concentration of credit risk

6 Months Ended

Jun. 30, 2015

Concentration of credit risk

Concentration of credit risk

3. Concentration of credit risk

The Company’s assets that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash and receivables from clients. The Company places some of its cash, cash equivalents, and restricted cash with financial banking institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company also maintains cash balances at foreign banking institutions, which are not insured by the FDIC.

The Company maintains an allowance for uncollectible accounts receivable based on expected collectability and performs ongoing credit evaluations of customers’ financial condition.

The Company’s accounts receivable concentrations of 10% and greater are as follows:

	As of		As of
	June 30,		December 31,
	2015		2014
Customer A	20	%	28	%
Customer B	14		13
Customer C	14		17

The Company’s revenue concentrations of 10% and greater are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Customer A	19	%	21	%	20	%	21	%
Customer C	*		10		10		11

* Less than 10% revenue concentration.

a

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Segment information (Details 2) - item	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Payment processing services
Revenue concentration
Number of Individual Customers with Revenue Greater than Specified Percentage of Segment Revenue		0		0
Revenue | Geographical concentration risk | Multi-currency processing services | APAC | Customer A
Revenue concentration
Concentration risk (as a percent)	57.00%	60.00%	59.00%	62.00%
Revenue | Geographical concentration risk | Multi-currency processing services | Americas | Customer D
Revenue concentration
Concentration risk (as a percent)	16.00%	16.00%	15.00%	18.00%
Revenue | Geographical concentration risk | Multi-currency processing services | Americas | Customer E
Revenue concentration
Concentration risk (as a percent)	19.00%	19.00%	19.00%	21.00%
Revenue | Geographical concentration risk | Multi-currency processing services | Americas | Customer F
Revenue concentration
Concentration risk (as a percent)		30.00%	12.00%	19.00%
Revenue | Geographical concentration risk | Multi-currency processing services | CEMEA | Customer C
Revenue concentration
Concentration risk (as a percent)	55.00%	60.00%	59.00%	61.00%
Revenue | Geographical concentration risk | Multi-currency processing services | CEMEA | Customer G
Revenue concentration
Concentration risk (as a percent)	45.00%	39.00%	41.00%	39.00%
Revenue | Customer concentration risk | Customer A
Revenue concentration
Concentration risk (as a percent)	19.00%	21.00%	20.00%	21.00%
Revenue | Customer concentration risk | Customer C
Revenue concentration
Concentration risk (as a percent)		10.00%	10.00%	11.00%
Revenue | Customer concentration risk | Multi-currency processing services | Customer B
Revenue concentration
Concentration risk (as a percent)	14.00%		15.00%
Revenue | Customer concentration risk | Multi-currency processing services | Customer H
Revenue concentration
Concentration risk (as a percent)	24.00%		22.00%

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Restructuring charges (Tables)

6 Months Ended

Jun. 30, 2015

Restructuring charges

Schedule of cash components and activity associated with the realignment of workforce and business

	Balance as of						Balance as of
	January 1, 2015		Charges		Cash Payment		June 30, 2015
Severance and benefits	$	195,773	$	—	$	186,471	$	9,302
Legal expenses and other		—		—		—		—
Total restructuring charges	$	195,773	$	—	$	186,471	$	9,302

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Segment information (Tables)

6 Months Ended

Jun. 30, 2015

Segment information

Schedule of revenue by segment and geographical region and reconciliations to consolidated revenue and gross profit

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Net Revenue:
APAC	$	4,226,769	$	4,102,146	$	8,263,045	$	7,988,153
Americas		1,750,920		2,079,643		3,244,050		3,290,449
CEMEA		2,084,000		1,943,757		4,236,359		4,285,379
Total multi-currency processing services revenue		8,061,689		8,125,546		15,743,454		15,563,981
Payment processing services revenue		4,621,670		3,759,059		9,072,675		7,495,741
Net revenue	$	12,683,359	$	11,884,605	$	24,816,129	$	23,059,722
Gross Profit:
APAC	$	4,187,113	$	4,079,966	$	8,193,825	$	7,938,105
Americas		1,641,963		2,043,352		3,038,241		3,222,055
CEMEA		1,545,619		1,486,429		3,211,623		3,290,173
Total multi-currency processing services gross profit		7,374,695		7,609,747		14,443,689		14,450,333
Payment processing services gross profit		2,030,784		1,384,202		3,893,585		2,602,063
Total gross profit	$	9,405,479	$	8,993,949	$	18,337,274	$	17,052,396

Schedule of concentration of revenue by customer by geographical region

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Multi-currency processing services revenue:
APAC:
Customer A	57	%	60	%	59	%	62	%
Americas:
Customer D	16		16		15		18
Customer E	19		19		19		21
Customer F	*		30		12		19
CEMEA:
Customer C	55		60		59		61
Customer G	45		39		41		39

(*)Less than 10% revenue concentration.

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Restructuring charges (Details) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash components and activity associated with the realignment of workforce and business under the restructuring program
Balance at beginning of period	$ 195,773
Charges		$ 700,000
Cash Payments	186,471
Balance at end of period	9,302
Severance and benefits
Cash components and activity associated with the realignment of workforce and business under the restructuring program
Balance at beginning of period	195,773
Cash Payments	186,471
Balance at end of period	$ 9,302

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Business description and basis of presentation (Details)	Jun. 30, 2015 item
Business description and basis of presentation
Number of active merchant locations to which the Company provides services	103,000
Number of countries in which the entity provides services	23

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Concentration of credit risk (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Concentration of credit risk
Cash, cash equivalents, and restricted cash with financial banking institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC")	$ 250,000		$ 250,000
Accounts Receivable | Credit concentration risk | Customer A
Concentration of credit risk
Concentration risk (as a percent)			20.00%		28.00%
Accounts Receivable | Credit concentration risk | Customer B
Concentration of credit risk
Concentration risk (as a percent)			14.00%		13.00%
Accounts Receivable | Credit concentration risk | Customer C
Concentration of credit risk
Concentration risk (as a percent)			14.00%		17.00%
Revenue | Customer concentration risk | Customer A
Concentration of credit risk
Concentration risk (as a percent)	19.00%	21.00%	20.00%	21.00%
Revenue | Customer concentration risk | Customer C
Concentration of credit risk
Concentration risk (as a percent)		10.00%	10.00%	11.00%

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Recent accounting pronouncements

6 Months Ended

Jun. 30, 2015

Recent accounting pronouncements

Recent accounting pronouncements

2. Recent accounting pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance.  The new guidance includes a cohesive set of disclosure requirements intended to provide users of financial statements with comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from a company’s contracts with customers.  The original effective date of ASU 2014-09 of January 1, 2017 has been delayed until January 1, 2018.  Early adoption is not permitted before the original effective date.  The standard allows for either retrospective application to each reporting period presented or retrospective application with the cumulative effect of initially applying this update recognized at the date of initial application.  The Company is currently evaluating the effect ASU 2014-09 will have on the Company’s Consolidated Financial Statements and disclosures.

In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-03, Interest-Imputation of InterestSimplifying the Presentation of Debt Issuance Costs (Topic 835) (“ASU No. 2015-03”).  The purpose of this update is to simplify presentation of debt issuance costs.  The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments in this update is permitted for financial statements that have not been previously issued. The Company is currently evaluating the effect ASU 2015-03 will have on the Company’s Consolidated Financial Statements and disclosure.

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Net income per share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Numerator:
Net income	$ 1,875,328	$ 1,509,414	$ 3,586,954	$ 730,124
Amounts allocated to participating preferred stockholders under the two-class method	(214,905)	(170,325)	(411,051)	(82,389)
Net income applicable to common stockholders (basic and dilutive)	$ 1,660,423	$ 1,339,089	$ 3,175,903	$ 647,735
Denominator:
Weighted average common stock outstanding (basic) (in shares)	53,082,296	53,802,936	53,439,467	53,621,071
Common equivalent shares from options and warrants to purchase common stock (in shares)	748,238	964,504	651,002	1,667,124
Weighted average common stock outstanding (diluted) (in shares)	53,830,534	54,767,440	54,090,469	55,288,195
Basic net income per share applicable to common stockholders ( in dollars per share)	$ 0.03	$ 0.02	$ 0.06	$ 0.01
Diluted net income per share applicable to common stockholders (in dollars per share)	$ 0.03	$ 0.02	$ 0.06	$ 0.01

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Related party transactions (Details) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Feb. 28, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Related party transactions
Rent		$ 125,999	$ 90,887	$ 251,093
Consulting and professional fees		$ 2,815	$ 1,929	$ 3,426
BDP Realty Corporation
Related party transactions
Ownership interest owned by related party (as a percent)			33.33%
Rent expenses period	2 months

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Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 13,531,160	$ 9,837,791
Restricted cash	4,280,412	4,167,560
Accounts receivable, net of allowances of $0.1 million as of June 30, 2015 and December 31, 2014, respectively	5,847,020	6,948,595
Prepaid expenses and other assets	1,666,586	1,136,821
Total current assets	25,325,178	22,090,767
Other assets:
Restricted cash	552,187	432,094
Property and equipment, net	2,061,489	2,139,747
Software development costs, net	4,409,050	4,612,457
Intangible assets, net	1,659,934	2,046,700
Goodwill	291,823	319,671
Security deposits and other assets	4,231,071	2,289,858
Total other assets	13,205,554	11,840,527
Total assets	38,530,732	33,931,294
Current liabilities:
Accounts payable	378,145	512,057
Accrued expenses	4,712,290	2,918,645
Due to merchants	4,460,634	4,352,199
Current portion of capital leases	364,800	458,812
Total current liabilities	9,915,869	8,241,713
Long-term liabilities:
Long-term portion of capital leases and deferred revenue	2,270,985	1,560,310
Total long-term liabilities	2,270,985	1,560,310
Total liabilities	$ 12,186,854	$ 9,802,023
Commitments and contingencies (Note 8)
Stockholders' equity:
Convertible preferred stock—10,000,000 shares authorized as of June 30, 2015 and December 31, 2014, $0.01 par value: Series A—2,243,750 issued and outstanding as of June 30, 2015 and December 31, 2014; $8,975,000 aggregate liquidation preference	$ 22,438	$ 22,438
Common stock—250,000,000 shares authorized as of June 30, 2015 and December 31, 2014, $0.01 par value, and 55,174,561 issued and 53,779,920 shares issued and outstanding as of June 30, 2015, and 55,680,999 issued and 55,177,899 shares issued and outstanding as of December 31, 2014	551,746	556,810
Treasury stock, at cost, 1,394,641 shares and 503,100 shares as of June 30, 2015 and December 31, 2014, respectively	(2,469,814)	(822,603)
Additional paid-in capital	103,754,000	103,277,253
Accumulated other comprehensive loss	(370,593)	(173,774)
Accumulated deficit	(75,143,899)	(78,730,853)
Total stockholders' equity	26,343,878	24,129,271
Total liabilities and stockholders' equity	$ 38,530,732	$ 33,931,294

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Stock Repurchase Program (Details) - USD ($) shares in Millions, $ in Millions	1 Months Ended	7 Months Ended	9 Months Ended	10 Months Ended
	Jul. 31, 2015	Jul. 31, 2015	Jun. 30, 2015	Jul. 31, 2015	Aug. 04, 2015	Oct. 31, 2014
Shares repurchased, authorized amount						$ 6.0
Stock Repurchased During Period, Shares			1.4
Stock Repurchased During Period, Value			$ 2.5
Subsequent event
Shares repurchased, authorized amount					$ 6.0
Shares repurchased, increased authorized amount					$ 5.2
Stock Repurchased During Period, Shares	1.2			2.6
Stock Repurchased During Period, Value	$ 2.7	$ 5.2

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Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net income	$ 3,586,954	$ 730,124
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense	461,590	585,793
Depreciation and amortization expense	1,439,778	1,477,297
(Recovery) provision for doubtful accounts	(193)	3,248
Gain on insurance settlement	(517,930)
Changes in operating assets and liabilities:
(Increase) decrease in settlement assets	(244,451)	1,291,208
Decrease in accounts receivables, prepaid expenses and other current assets	1,529,933	3,881
Increase in security deposits and other assets	(181,213)	(203,770)
Increase (decrease) in accounts payable and accrued expenses	239,331	(1,289,370)
Increase (decrease) in due to merchants	240,034	(1,345,015)
Other	(53,259)	6,611
Net cash provided by operating activities	6,500,574	1,260,007
Cash flows from investing activities:
Decrease (increase) in restricted cash	11,506	(2,233,940)
(Decrease) increase in merchant reserves	(131,599)	2,113,823
Purchase of property and equipment	(168,282)	(87,681)
Capitalized software development	(593,946)	(718,593)
Purchase of intangible assets	(13,454)	(81,453)
Net cash used in investing activities	(895,775)	(1,007,844)
Cash flows from financing activities:
Proceeds from issuance of common stock	22,949	782,598
Purchases of treasury stock	(1,647,211)
Principal payments on capital lease obligations	(287,168)	(270,652)
Net cash (used in) provided by financing activities	(1,911,430)	511,946
Net increase in cash and cash equivalents	3,693,369	764,109
Beginning of period	9,837,791	6,572,468
End of period	13,531,160	7,336,577
Cash paid for:
Interest	30,785	32,552
Income taxes	395,294	396,692
Non-cash investing and financing activities:
Assets acquired under capital leases	79,291	287,275
Accrued capitalized hardware, software and fixed assets	12,071	88,992
Capitalized stock-based compensation	$ 20,015	$ 21,560

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Property and equipment (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Property and equipment
Total property and equipment, gross	$ 5,096,413		$ 5,096,413		$ 4,852,419
Less: Accumulated depreciation and amortization	(3,034,924)		(3,034,924)		(2,712,672)
Total property and equipment, net	2,061,489		2,061,489		2,139,747
Depreciation and amortization expense	153,243	$ 139,768	324,472	$ 296,191
Equipment
Property and equipment
Total property and equipment, gross	962,432		$ 962,432		945,116
Equipment | Minimum
Property and equipment
Estimated useful life			2 years
Equipment | Maximum
Property and equipment
Estimated useful life			7 years
Computer hardware
Property and equipment
Total property and equipment, gross	3,184,279		$ 3,184,279		2,963,629
Computer hardware | Minimum
Property and equipment
Estimated useful life			3 years
Computer hardware | Maximum
Property and equipment
Estimated useful life			5 years
Furniture and fixtures
Property and equipment
Total property and equipment, gross	193,754		$ 193,754		194,399
Furniture and fixtures | Minimum
Property and equipment
Estimated useful life			5 years
Furniture and fixtures | Maximum
Property and equipment
Estimated useful life			7 years
Leasehold improvements
Property and equipment
Total property and equipment, gross	$ 755,948		$ 755,948		$ 749,275
Leasehold improvements | Minimum
Property and equipment
Estimated useful life			3 years
Leasehold improvements | Maximum
Property and equipment
Estimated useful life			10 years

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Net income per share (Tables)

6 Months Ended

Jun. 30, 2015

Net income per share

Schedule of computation of basic and diluted net income (loss) per share

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Numerator:
Net income	$	1,875,328	$	1,509,414	$	3,586,954	$	730,124
Amounts allocated to participating preferred stockholders under the two-class method		(214,905)		(170,325)		(411,051)		(82,389)
Net income applicable to common stockholders (basic and dilutive)	$	1,660,423	$	1,339,089	$	3,175,903	$	647,735
Denominator:
Weighted average common stock outstanding (basic)		53,082,296		53,802,936		53,439,467		53,621,071
Common equivalent shares from options and warrants to purchase common stock		748,238		964,504		651,002		1,667,124
Weighted average common stock outstanding (diluted)(1)		53,830,534		54,767,440		54,090,469		55,288,195
Basic net income per share applicable to common stockholders	$	0.03	$	0.02	$	0.06	$	0.01
Diluted net income per share applicable to common stockholders(1)	$	0.03	$	0.02	$	0.06	$	0.01

In accordance with ASC 260-10-45-48 for the three and six months ended June 30, 2015 and 2014, the Company has excluded 718,407 and 1,236,119, respectively, of contingently issued restricted shares from diluted weighted average common stock outstanding as the contingencies (a) were not satisfied at the reporting date nor (b) would have been satisfied if the reporting date was at the end of the contingency period.

Schedule of weighted average securities outstanding that have been excluded from the diluted net income (loss) per share calculation because the effect would have been anti-dilutive

	Three Months Ended June 30,		Six Months Ended June 30,
	2015	2014	2015	2014
Stock options	4,762,323	3,737,421	5,979,516	2,375,051
Restricted stock awards	60,000	—	60,000	—
Warrants	—	—	—	45,117
Convertible preferred stock(1)	6,851,144	6,851,144	6,851,144	6,851,144
Total anti-dilutive securities	11,673,467	10,588,565	12,890,660	9,271,312

Diluted net income per share increases when convertible preferred stock is included in the required sequence in the diluted earnings per share computation. As such, convertible preferred stock is excluded from the computation of diluted earnings per share for the three and six months ended June 30, 2015 and 2014.

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Goodwill and intangible assets (Details)	6 Months Ended
	Jun. 30, 2015 USD ($)
Goodwill
Goodwill, gross, at the Beginning of the period	$ 319,671
Impact of change in Euro exchange rate	(27,848)
Goodwill, net, at the end of the period	$ 291,823

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Property and equipment (Tables)

6 Months Ended

Jun. 30, 2015

Property and equipment

Schedule of property and equipment, net

	Estimated			As of		As of
	useful life			June 30,		December 31,
	(in years)			2015		2014
Equipment	2	-	7	$	962,432	$	945,116
Computer hardware	3	-	5		3,184,279		2,963,629
Furniture and fixtures	5	-	7		193,754		194,399
Leasehold improvements	3	-	10		755,948		749,275
Total property and equipment, gross					5,096,413		4,852,419
Less: Accumulated depreciation and amortization					(3,034,924)		(2,712,672)
Property and equipment, net				$	2,061,489	$	2,139,747

Schedule of property and equipment depreciation and amortization expense

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Depreciation and amortization expense	$	153,243	$	139,768	$	324,472	$	296,191

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Business description and basis of presentation

6 Months Ended

Jun. 30, 2015

Business description and basis of presentation

Business description and basis of presentation

1. Business description and basis of presentation

Business description

Planet Payment, Inc. together with its wholly owned subsidiaries (“Planet Payment,” the “Company,” “we,” or “our”) is a provider of international payment and transaction processing and multi-currency processing services. The Company provides its services to approximately 103,000active merchant locations in 23 countries and territories across the Asia Pacific region, the Americas, the Middle East, Africa and Europe, primarily through its acquiring bank and processor customers, as well as through its own direct sales force. The Company provides banks and their merchants with innovative services to accept, process and reconcile electronic payments. The Company’s point-of-sale and e-commerce services are integrated within the payment card transaction process, enabling its acquiring customers to process and reconcile payment transactions in multiple currencies, geographies and channels. The Company’s ATM services provide its domestic and international acquirers with additional processing capabilities to help them increase revenue and improve customer satisfaction.  The Company also offers non-financial transaction processing services that allow merchants to offer a range of commercial services including pre-paid mobile phone top-up and bill payments using the same point-of-sale devices deployed to accept payment cards. The Company is a registered third party processor with the major card associations and operates in accordance with industry standards, including the Payment Card Industry, or PCI, Security Council’s Data Security Standards.

Basis of presentation

The unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying unaudited condensed consolidated interim financial statements include the accounts of Planet Payment, Inc. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated.

Unaudited condensed consolidated interim financial information

The accompanying unaudited condensed consolidated interim financial statements as of June 30, 2015 and for the periods ended June 30, 2015 and 2014 have been prepared on the same basis as the annual consolidated financial statements. In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, which are normal and recurring, necessary for a fair presentation of the statement of operations, financial position and cash flows. The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Operating results for the interim period ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.  The December 31, 2014 balance sheet information has been derived from the audited financial statements at that date. Certain information and disclosures normally included in annual consolidated financial statements have been omitted pursuant to the rules and regulation of the Securities and Exchange Commission (“SEC”).

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Condensed Consolidated Balance Sheets
Accounts receivable, allowances (in dollars)	$ 100,000	$ 100,000
Series A Convertible preferred stock, shares authorized	10,000,000	10,000,000
Series A Convertible preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Series A Convertible preferred stock, shares issued	2,243,750	2,243,750
Series A Convertible preferred stock, shares outstanding	2,243,750	2,243,750
Series A Convertible preferred stock, aggregate liquidation preference (in dollars)	$ 8,975,000	$ 8,975,000
Common stock, shares authorized	250,000,000	250,000,000
Common stock par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares issued	55,174,561	55,680,999
Common stock, shares outstanding	53,779,920	55,177,899
Treasury Stock, Shares	1,394,641	503,100

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Accrued expenses

6 Months Ended

Jun. 30, 2015

Accrued expenses

Accrued expenses

11. Accrued expenses

The following are the components of accrued expenses:

	As of		As of
	June 30,		December 31,
	2015		2014
Deferred revenue(*)	$	863,479	$	800,650
Deferred incentive(**)		1,200,000		—
Other(***)		2,648,811		2,117,995
Total accrued expenses	$	4,712,290	$	2,918,645

(*)Current deferred revenue will be recognized as revenue ratably over the next 12 months.  As of June 30, 2015, included in the balance sheet classification “Long-term portion of capital leases and deferred revenue” is the non-current portion of deferred revenue in the amount of $0.8 million. The non-current deferred revenue balance as of December 31, 2014 is approximately $1.0 million.

(**)As of June 30, 2015, the Company recorded a $1.2 million short term incentive in relation to future obligations under a contract.

(***)No amounts included in “Other” exceed 10% of total current liabilities.

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 31, 2015
Document and Entity Information
Entity Registrant Name	Planet Payment Inc
Entity Central Index Key	0001362925
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		52,548,508
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2

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Segment information

6 Months Ended

Jun. 30, 2015

Segment information

Segment information

12. Segment information

General information

The segment and geographic information provided in the table below is being reported consistent with the Company’s method of internal reporting. Operating segments are defined as components of an enterprise for which separate financial information is available and which is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The CODM reviews net revenue and gross profit by service by geographical region. The Company operates in two reportable segments: multi-currency processing services and payment processing services.

Information about revenue, profit and assets

The CODM evaluates performance and allocates resources based on net revenue and gross profit of each segment. For purposes of analyzing segments, gross profit of the multi-currency processing services segment is equal to net revenue less multi-currency cost of sales of $0.7 million and $0.5million, which is included in “processing and services costs” for the three months ended June 30, 2015 and 2014, respectively, and $1.3 million and $1.1 million for the six months ended June 30, 2015 and 2014, respectively. The gross profit for the payment processing services segment includes net revenue of the segment less the cost of revenue component “payment processing services fees”, which includes interchange and card network fees and assessments. Net revenue and gross profit by geographical region is based upon where the transaction originated. Lastly, the Company does not evaluate performance or allocate resources using segment asset data. Long-lived assets are primarily located in the Americas and Europe and as of June 30, 2015 and December 31, 2014, long-lived asset amounts are $8.4 million and $9.1 million, respectively.

The Company conducts its business primarily in three geographical regions: Asia Pacific (“APAC”), the Americas, and Central Europe, Middle East and Africa (“CEMEA”). The following table provides revenue concentration by geographic region. Analysis of revenue by segment and geographical region and reconciliations to consolidated revenue and gross profit are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Net Revenue:
APAC	$	4,226,769	$	4,102,146	$	8,263,045	$	7,988,153
Americas		1,750,920		2,079,643		3,244,050		3,290,449
CEMEA		2,084,000		1,943,757		4,236,359		4,285,379
Total multi-currency processing services revenue		8,061,689		8,125,546		15,743,454		15,563,981
Payment processing services revenue		4,621,670		3,759,059		9,072,675		7,495,741
Net revenue	$	12,683,359	$	11,884,605	$	24,816,129	$	23,059,722
Gross Profit:
APAC	$	4,187,113	$	4,079,966	$	8,193,825	$	7,938,105
Americas		1,641,963		2,043,352		3,038,241		3,222,055
CEMEA		1,545,619		1,486,429		3,211,623		3,290,173
Total multi-currency processing services gross profit		7,374,695		7,609,747		14,443,689		14,450,333
Payment processing services gross profit		2,030,784		1,384,202		3,893,585		2,602,063
Total gross profit	$	9,405,479	$	8,993,949	$	18,337,274	$	17,052,396

Payment processing services revenue and gross profit are the result of transactions that primarily originated in the Americas. For the three months ended June 30, 2015, Customer B and Customer H had revenue concentration of 14% and 24%, respectively, and for the six months ended June 30, 2015, Customer B and Customer H had revenue concentration of 15% and 22%, respectively. No individual customer of the payment processing segment was greater than 10% of segment revenue for the three and six months ended June 30, 2014.

Concentration of revenue by customer by geographical region:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Multi-currency processing services revenue:
APAC:
Customer A	57	%	60	%	59	%	62	%
Americas:
Customer D	16		16		15		18
Customer E	19		19		19		21
Customer F	*		30		12		19
CEMEA:
Customer C	55		60		59		61
Customer G	45		39		41		39

(*)Less than 10% revenue concentration.

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Condensed Consolidated Statements of Operations (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenue:
Net revenue	$ 12,683,359	$ 11,884,605	$ 24,816,129	$ 23,059,722
Cost of revenue:
Payment processing service fees	2,590,885	2,374,857	5,179,089	4,893,678
Processing and service costs	3,385,658	3,245,321	6,623,598	6,959,914
Total cost of revenue	5,976,543	5,620,178	11,802,687	11,853,592
Selling, general and administrative expenses	4,712,704	4,502,977	9,183,104	9,584,770
Restructuring charges		53,752		682,967
Total operating expenses	10,689,247	10,176,907	20,985,791	22,121,329
Income from operations	1,994,112	1,707,698	3,830,338	938,393
Other (expense) income:
Interest expense	(13,830)	(15,816)	(28,443)	(31,986)
Interest income	365	288	791	463
Other income		16,949		16,949
Total other (expense) income, net	(13,465)	1,421	(27,652)	(14,574)
Income from operations before provision for income taxes	1,980,647	1,709,119	3,802,686	923,819
Provision for income taxes	(105,319)	(199,705)	(215,732)	(193,695)
Net income	$ 1,875,328	$ 1,509,414	$ 3,586,954	$ 730,124
Basic net income per share applicable to common stockholders ( in dollars per share)	$ 0.03	$ 0.02	$ 0.06	$ 0.01
Diluted net income per share applicable to common stockholders (in dollars per share)	$ 0.03	$ 0.02	$ 0.06	$ 0.01
Weighted average common stock outstanding (basic) (in shares)	53,082,296	53,802,936	53,439,467	53,621,071
Weighted average common stock outstanding (diluted) (in shares)	53,830,534	54,767,440	54,090,469	55,288,195

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Property and equipment

6 Months Ended

Jun. 30, 2015

Property and equipment

Property and equipment

6. Property and equipment

Property and equipment, net consist of the following:

	Estimated			As of		As of
	useful life			June 30,		December 31,
	(in years)			2015		2014
Equipment	2	-	7	$	962,432	$	945,116
Computer hardware	3	-	5		3,184,279		2,963,629
Furniture and fixtures	5	-	7		193,754		194,399
Leasehold improvements	3	-	10		755,948		749,275
Total property and equipment, gross					5,096,413		4,852,419
Less: Accumulated depreciation and amortization					(3,034,924)		(2,712,672)
Property and equipment, net				$	2,061,489	$	2,139,747

Property and equipment depreciation and amortization expense is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Depreciation and amortization expense	$	153,243	$	139,768	$	324,472	$	296,191

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Stock-based compensation expense and assumptions

6 Months Ended

Jun. 30, 2015

Stock-based compensation expense and assumptions

Stock-based compensation expense and assumptions

5. Stock-based compensation expense and assumptions

During the first and second quarters of 2015, stock options granted to certain employees of the Company were 0.2 million and 0.1 million, respectively, with a grant fair value of $0.2 million and $0.1 million, respectively. The actual number of shares that will be issued upon exercise of the options is subject to the achievement of service-based vesting conditions.  Stock-based compensation expense is recorded on a straight line basis from the date of the grant over the requisite service period of 36 months.

During the first quarter of 2015, 0.1 million restricted stock awards with a grant fair value of $0.1 million were granted to an employee of the Company.  The final number of vested shares is subject to service-based vesting conditions.  Expense is recorded on a straight line basis from the date of the grant over the applicable service period of 36 months.

Stock-based compensation expense is measured at the grant date based on fair value and recognized as an expense over the requisite service period, net of an estimated forfeiture rate.

The following summarizes stock-based compensation expense recognized by income statement classification:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Processing and service costs	$	50,084	$	62,400	$	100,581	$	126,310
Selling, general and administrative expenses		178,044		212,269		361,009		424,350
Restructuring charges		—		—		—		35,133
Total stock-based compensation expense	$	228,128	$	274,669	$	461,590	$	585,793

The following summarizes stock-based compensation expense recognized by type:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock options	$	124,433	$	202,809	$	255,705	$	420,392
Restricted stock awards		103,695		71,860		205,885		165,401
Total stock-based compensation expense	$	228,128	$	274,669	$	461,590	$	585,793

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Stock-based compensation expense and assumptions (Tables)

6 Months Ended

Jun. 30, 2015

Stock-based compensation expense and assumptions

Summary of stock-based compensation expense recognized by income statement classification

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Processing and service costs	$	50,084	$	62,400	$	100,581	$	126,310
Selling, general and administrative expenses		178,044		212,269		361,009		424,350
Restructuring charges		—		—		—		35,133
Total stock-based compensation expense	$	228,128	$	274,669	$	461,590	$	585,793

Summary of stock-based compensation expense recognized by type

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock options	$	124,433	$	202,809	$	255,705	$	420,392
Restricted stock awards		103,695		71,860		205,885		165,401
Total stock-based compensation expense	$	228,128	$	274,669	$	461,590	$	585,793

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Restructuring charges

6 Months Ended

Jun. 30, 2015

Restructuring charges

Restructuring charges

13. Restructuring charges

In 2014, the Company initiated a realignment of its workforce aimed at achieving greater operational efficiencies. As a result of the realignment, the Company incurred total restructuring charges during the six months ended June 30, 2014 of approximately $0.7 million.

The table below sets forth the cash components and activity associated with the realignment of workforce and business for the six months ended June 30, 2015:

	Balance as of						Balance as of
	January 1, 2015		Charges		Cash Payment		June 30, 2015
Severance and benefits	$	195,773	$	—	$	186,471	$	9,302
Legal expenses and other		—		—		—		—
Total restructuring charges	$	195,773	$	—	$	186,471	$	9,302

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Credit Facility

6 Months Ended

Jun. 30, 2015

Convertible debt

Long-term Debt [Text Block]

9. Credit Facility

On June 10, 2015, the Company entered into a $10.0 million secured revolving credit facility (the “Credit Facility”) with Citizens Bank, N.A. (“Citizens”) pursuant to a Credit and Security Agreement by and among the Company, certain affiliates thereof as borrowers or guarantors, and Citizens (the “Credit Agreement”).  The line of credit under the Credit Agreement is secured by substantially all of the Company’s personal property, including the Company’s intellectual property and that of its subsidiaries that are borrowers or guarantors.  The interest rate applicable to committed borrowings is tied to LIBOR plus a margin of 2.5%.  The Credit Agreement also provides for a letter of credit sub-facility of up to $2.0 million. The Credit Agreement contains customary affirmative and negative covenants, including, among others, financial covenants based on the Company’s leverage and fixed charge coverage ratios, as well as an obligation to maintain a minimum availability requirement of at least $5.0 million in the aggregate of cash and availability under the line of credit.  The Credit Facility will provide funds for general corporate purposes and repurchases of issued and outstanding capital stock of the Company.  The Credit Facility matures on June 10, 2020 and is payable in full upon maturity.  As of June 30, 2015, the Company was in compliance with all financial covenants contained in the Credit Agreement and no amounts were outstanding.

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Goodwill and intangible assets

6 Months Ended

Jun. 30, 2015

Goodwill and intangible assets

Goodwill and intangible assets

7. Goodwill and intangible assets

The change in carrying amount of goodwill for the six months ended June 30, 2015 is as follows:

Goodwill, gross, as of December 31, 2014	$	319,671
Impact of change in Euro exchange rate		(27,848)
Accumulated impairment losses as of June 30, 2015		—
Goodwill, net, as of June 30, 2015	$	291,823

The entire goodwill balance is assigned to the payment processing services segment as this is the reporting unit expected to benefit from the synergies of the combination.

Intangible assets are recorded at estimated fair value and are amortized ratably over their estimated useful lives to processing and service costs, which are included in cost of revenue.

The gross book value, accumulated amortization and amortization periods of intangible assets are as follows:

	As of June 30, 2015						As of December 31, 2014						Amortization
	Gross book		Accumulated		Net book		Gross book		Accumulated		Net book		period
	value		amortization		value		value		amortization		value		(in years)
Trademarks and patents	$	1,168,369	$	(429,575)	$	738,794	$	1,158,572	$	(387,134)	$	771,438	15	-	21
Technology		2,430,243		(1,509,103)		921,140		2,662,164		(1,386,902)		1,275,262	5
Intangible assets, net	$	3,598,612	$	(1,938,678)	$	1,659,934	$	3,820,736	$	(1,774,036)	$	2,046,700

Amortization expense related to intangible assets is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Amortization expense	$	142,789	$	168,164	$	287,789	$	339,455

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Commitments and contingencies

6 Months Ended

Jun. 30, 2015

Commitments and contingencies

Commitments and contingencies

8. Commitments and contingencies

Employment agreements

Pursuant to employment agreements with certain employees, the Company had a commitment to pay severance of approximately $0.8 million as of June 30, 2015 and December 31, 2014, in the event of termination without cause, as defined in the employment agreements. Additionally, in the event of termination upon a change of control, as defined in the agreements, the Company had a commitment to pay severance of approximately $1.0 million as of June 30, 2015 and December 31, 2014.

Contingent liabilities

In instances where the Company is acting as the merchant acquirer, the Company bears a risk that a merchant may engage in fraud by submitting for payment certain credit card transactions that may have been manipulated, are fictitious, or are otherwise not bona fide. Similarly, the Company bears the risk that a merchant becomes insolvent, owing money to cardholders. To the extent that such fraud or insolvency occurs in circumstances where the Company is liable to make good on any resultant losses, this could affect the Company’s operating results and cash flows. The Company has required certain merchants to post cash reserves of approximately$0.9million with the sponsoring bank against such liabilities and has itself paid the acquirer a reserve of $0.3 million in connection therewith, which is included in long-term “Restricted cash” on the condensed consolidated balance sheets. In addition, the Company holds merchant reserves of approximately$2.2 million. This reserve amount is included in “Restricted cash” with an offset in “Due to merchants”. Under FASB ASC 460, Guarantees, the Company evaluates its ultimate risk and records an estimate of potential loss for chargeback’s related to merchant fraud and processing errors based upon an assessment of actual historical fraud rates and errors in processing compared to recent bank card processing volume levels.  No contingent liability has been recorded as of June 30, 2015 and December 31, 2014, as the risk of material loss is considered remote. The Company monitors these contingent liabilities on a quarterly basis and will provide for a reserve if deemed necessary.

Outstanding litigation

From time to time, the Company’s operating entities are involved in legal proceeding in the ordinary course of business. While any litigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition or results of operations of the Company.

Acquiring bank sponsorship agreement

In order to offer merchant acquiring services for Visa and MasterCard transactions, the Company must be sponsored by a financial institution that is a principal member of the Visa and MasterCard networks.

The Company entered into a five-year agreement with a sponsoring bank effective September 1, 2013. The Company is required to pay minimum annual sponsorship transaction fees of $0.3 million in year one.  The minimum fees escalates each subsequent year with minimum fees of $0.5 million due in year five for total minimum fees of $1.8 million to be paid over the term of the agreement.  Sponsorship fees are recorded to cost of sales with the total agreement minimum of $1.8 million recognized on a straight line basis over the term of the agreement.

Pursuant to the agreement, the Company is liable for all losses incurred by the sponsoring bank with respect to the activities of our merchants sponsored under the agreement.  No contingent liability has been recorded as of June 30, 2015 as the risk of material loss is considered remote based on historical information.  The Company monitors this contingent liability on a quarterly basis and will provide for a reserve if deemed necessary.

Insurance reimbursement

Based on the loss recovery model the Company recorded an insurance reimbursement gain of $0.5 million in selling, general and administrative expenses during the six months ended June 2015.  The insurance reimbursement was related to a previous property and casualty loss recognized by the Company.

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Related party transactions

6 Months Ended

Jun. 30, 2015

Related party transactions

Related party transactions

10. Related party transactions

The Company incurred the following amounts to companies that are principally owned by executives, directors or stockholders of the Company:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Rent	$	—	$	125,999	$	90,887	$	251,093
Consulting and professional fees		—		2,815		1,929		3,426

Rent was paid to BDP Realty Associates LLC, a company in which our former Chief Executive Officer and Chairman of the Board of Directors, Philip Beck has a one-third (1/3rd) interest. Furthermore, consulting and professional fees were paid to a professional services company where a family member of Philip Beck has a substantial interest. Mr. Beck does not have any direct financial interest in such company.

In February 2015, Philip Beck ceased to serve as the Company’s Director and Chairman of the Board.  The Company’s related party expense for 2015 is for the two months Philip Beck was Chairman of the Board of Directors.

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Stock-based compensation expense and assumptions (Details) - USD ($) shares in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Stock-based expense
Total stock-based compensation expense	$ 228,128		$ 274,669	$ 461,590	$ 585,793
Processing and service costs
Stock-based expense
Total stock-based compensation expense	50,084		62,400	100,581	126,310
Selling, general and administrative expenses
Stock-based expense
Total stock-based compensation expense	$ 178,044		212,269	$ 361,009	424,350
Restructuring charge
Stock-based expense
Total stock-based compensation expense					35,133
Stock options
Stock-based expense
Options granted (in shares)	0.1	0.2
Fair value of options granted	$ 100,000	$ 200,000
Requisite service period				36 months
Total stock-based compensation expense	124,433		202,809	$ 255,705	420,392
Restricted stock awards
Stock-based expense
Awards granted (in shares)		0.1
Fair value of awards granted		$ 100,000
Requisite service period		36 months
Total stock-based compensation expense	$ 103,695		$ 71,860	$ 205,885	$ 165,401

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Concentration of credit risk (Tables)

6 Months Ended

Jun. 30, 2015

Accounts Receivable

Concentration of credit risk

Schedule of concentrations of 10% and greater

	As of		As of
	June 30,		December 31,
	2015		2014
Customer A	20	%	28	%
Customer B	14		13
Customer C	14		17

Revenue

Concentration of credit risk

Schedule of concentrations of 10% and greater

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Customer A	19	%	21	%	20	%	21	%
Customer C	*		10		10		11

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Related party transactions (Tables)

6 Months Ended

Jun. 30, 2015

Related party transactions

Schedule of amounts incurred to companies that are principally owned by executives, directors or stockholders of the Company or their families

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Rent	$	—	$	125,999	$	90,887	$	251,093
Consulting and professional fees		—		2,815		1,929		3,426

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Accrued expenses (Details) - USD ($)	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Accrued expenses
Deferred revenue	$ 863,479	$ 800,650
Deferred incentive	1,200,000
Other	2,648,811	2,117,995
Total accrued expenses	$ 4,712,290	2,918,645
Recognition period of deferred revenue	12 months
Non-current portion of deferred revenue	$ 800,000	$ 1,000,000
Maximum percentage of total current liabilities	10.00%

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Condensed Consolidated Statements of Comprehensive Income (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Condensed Consolidated Statements of Comprehensive Income
Net income	$ 1,875,328	$ 1,509,414	$ 3,586,954	$ 730,124
Foreign currency translation adjustment	60,612	(57)	(196,819)	(12,970)
Total comprehensive income	$ 1,935,940	$ 1,509,357	$ 3,390,135	$ 717,154

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Net income per share

6 Months Ended

Jun. 30, 2015

Net income per share

Net income per share

4. Net income per share

The Company computes net income per share in accordance with ASC 260, Earnings per Share (“ASC topic 260”). Under ASC topic 260, securities that contain rights to receive non-forfeitable dividends (whether paid or unpaid) are participating securities and should be included in the two-class method of computing earnings per share. The Company’s preferred stockholders are entitled to participate in dividends and earnings when, and if, dividends are declared on the common stock. As such, the Company calculates net income per share using the two-class method. The two-class method is an earnings formula that treats a participating security as having rights to dividends that otherwise would have been available to common and preferred stockholders based on their respective rights to receive dividends. Losses are not allocated to the preferred stockholders for computing net loss per share under the two-class method because the preferred stockholders do not have contractual obligations to share in the losses of the Company.

Basic earnings per share is calculated by dividing net income, adjusted for amounts allocated to participating securities under the two-class method, if applicable, by the weighted average number of common stock outstanding during the period.

Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of the Company’s common stock outstanding, assuming dilution, during the period. The diluted earnings per share calculation assumes (i) all stock options and warrants which are in the money are exercised at the beginning of the period and (ii) each issue or series of issues of potential common stock are considered in sequence from the most dilutive to the least dilutive. That is, dilutive potential common stock with the lowest “earnings add-back per incremental share” shall be included in dilutive earnings per share before those shares with higher earnings add back per incremental share.

The following table sets forth the computation of basic and diluted net income per share:

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Numerator:
Net income	$	1,875,328	$	1,509,414	$	3,586,954	$	730,124
Amounts allocated to participating preferred stockholders under the two-class method		(214,905)		(170,325)		(411,051)		(82,389)
Net income applicable to common stockholders (basic and dilutive)	$	1,660,423	$	1,339,089	$	3,175,903	$	647,735
Denominator:
Weighted average common stock outstanding (basic)		53,082,296		53,802,936		53,439,467		53,621,071
Common equivalent shares from options and warrants to purchase common stock		748,238		964,504		651,002		1,667,124
Weighted average common stock outstanding (diluted)(1)		53,830,534		54,767,440		54,090,469		55,288,195
Basic net income per share applicable to common stockholders	$	0.03	$	0.02	$	0.06	$	0.01
Diluted net income per share applicable to common stockholders(1)	$	0.03	$	0.02	$	0.06	$	0.01

(1) In accordance with ASC 260-10-45-48 for the three and six months ended June 30, 2015 and 2014, the Company has excluded 718,407 and 1,236,119, respectively, of contingently issued restricted shares from diluted weighted average common stock outstanding as the contingencies (a) were not satisfied at the reporting date nor (b) would have been satisfied if the reporting date was at the end of the contingency period.

The following table sets forth the weighted average securities outstanding that have been excluded from the diluted net income per share calculation because the effect would have been anti-dilutive:

	Three Months Ended June 30,		Six Months Ended June 30,
	2015	2014	2015	2014
Stock options	4,762,323	3,737,421	5,979,516	2,375,051
Restricted stock awards	60,000	—	60,000	—
Warrants	—	—	—	45,117
Convertible preferred stock(1)	6,851,144	6,851,144	6,851,144	6,851,144
Total anti-dilutive securities	11,673,467	10,588,565	12,890,660	9,271,312

(1) Diluted net income per share increases when convertible preferred stock is included in the required sequence in the diluted earnings per share computation. As such, convertible preferred stock is excluded from the computation of diluted earnings per share for the three and six months ended June 30, 2015 and 2014.

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Accrued expenses (Tables)

6 Months Ended

Jun. 30, 2015

Accrued expenses

Schedule of the components of accrued expenses

	As of		As of
	June 30,		December 31,
	2015		2014
Deferred revenue(*)	$	863,479	$	800,650
Deferred incentive(**)		1,200,000		—
Other(***)		2,648,811		2,117,995
Total accrued expenses	$	4,712,290	$	2,918,645

(*)Current deferred revenue will be recognized as revenue ratably over the next 12 months.  As of June 30, 2015, included in the balance sheet classification “Long-term portion of capital leases and deferred revenue” is the non-current portion of deferred revenue in the amount of $0.8 million. The non-current deferred revenue balance as of December 31, 2014 is approximately $1.0 million.

(**)As of June 30, 2015, the Company recorded a $1.2 million short term incentive in relation to future obligations under a contract.

(***)No amounts included in “Other” exceed 10% of total current liabilities.

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Commitments and contingencies (Details) - USD ($) $ in Millions		6 Months Ended
	Sep. 01, 2013	Jun. 30, 2015	Dec. 31, 2014
Employment agreements
Commitment to pay severance in event of employment termination without cause		$ 0.8	$ 0.8
Commitment to pay severance in event of employment termination upon change of control		1.0	1.0
Contingent liability		0.0	$ 0.0
Insurance reimbursement
Employment agreements
Gain on insurance reimbursemnt		0.5
Fraud related to certain credit card transactions
Employment agreements
Reserves posted by merchants with sponsor bank		0.9
Reserves posted by entity		0.3
Loss Contingency Cash Reserves Required to be Posted by Merchant, Entity		2.2
Bank Sponsorship Agreement
Employment agreements
Contingent liability		$ 0.0
Term of Bank Sponsorship Agreement	5 years
Bank Sponsorship Agreement | Financial Guarantee | Minimum
Employment agreements
Bank sponsorship agreement annual fees in year one	$ 0.3
Bank sponsorship agreement fees final year	0.5
Bank sponsorship agreement fees due	$ 1.8

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Stock Repurchase Program

6 Months Ended

Jun. 30, 2015

Stock Repurchase Program

Stock repurchase program

14. Stock Repurchase Program

In October 2014, the Company announced that its Board of Directors authorized the repurchase of up to $6.0 million of the Company’s outstanding shares of common stock.  The shares may be purchased from time to time during a period ending on December 31, 2015.  The timing, price and quantity of purchases are at the discretion of the Company and the program may be discontinued or suspended at any time.  As of June 30, 2015, the Company repurchased approximately 1.4 million shares of common stock for an aggregate price of $2.5 million.  From July 1, 2015 to July 31, 2015, the Company repurchased approximately 1.2 million shares of common stock for an aggregate price of $2.7 million. Total amount of common stock repurchased under the program through July 31, 2015 was 2.6 million shares for an aggregate price of $5.2 million.

On August 4, 2015, the Company’s Board of Directors expanded its share repurchase authorization by an incremental $5.2 million, bringing its total current authorization to $6.0 million. Under the new authorization, the Company may repurchase shares in the open market or as otherwise may be determined by the company, subject to market conditions, business opportunities and other factors. The company has no obligation to repurchase shares under this program.  This authorization has no expiration date and may be suspended or terminated at any time.