Item 3.02 Unregistered Sales of Equity Securities.

On November 17, 2005, Planet Payment, Inc., a Delaware corporation (the "Company") issued a warrant to purchase 1,381,717 shares of the Company's common stock ("Common Stock") to Inter-Atlantic Fund, LP, which was amended and restated on November 30, 2010 (the "Warrant"). The Warrant provided that it would be automatically net exercised on the effective date of the admission of Common Stock to listing or trading on any NASDAQ market. The Common Stock began trading on The NASDAQ Capital Market ("NASDAQ") on December 17, 2012.

Pursuant to the terms of the Warrant, on December 17, 2012, the Warrant was automatically net exercised into 917,602 shares of Common Stock calculated using a price of $3.90 per share of Common Stock, which was the Company's closing price on NASDAQ as of December 17, 2012. No cash consideration was paid by Inter-Atlantic in connection with the net exercise of the Warrant.

This issuance of shares of Common Stock to Inter-Atlantic pursuant to the net exercise of the Warrant was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon
Section 3(a)(9) of the Securities Act.

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