0001047469-11-006535 Sample Contracts

EXECUTIVE RETENTION AGREEMENT
Executive Retention Agreement • July 21st, 2011 • Planet Payment Inc • New York

This Executive Retention Agreement (the “Agreement”) is made and entered into as of November 9, 2009, by and between Planet Payment, Inc., a Delaware corporation (the “Company”), and Robert J. Cox (the “Executive”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 21st, 2011 • Planet Payment Inc • Delaware

This Indemnification Agreement (this “Agreement”), dated as of ____________, is made by and between Planet Group, Inc., a Delaware corporation (the “Company”), and ____________, a director and/or officer of the Company (the “Indemnitee”).

DATED August 15, 2005 BDP REALTY ASSOCIATES, LLC AND PLANET GROUP, INC. AGREEMENT OF LEASE
Agreement of Lease • July 21st, 2011 • Planet Payment Inc • New York

AGREEMENT OF LEASE made as of the 15th day of August 2005 between BDP REALTY ASSOCIATES, LLC with an address at 670 Long Beach Blvd., Long Beach, New York 11561 (hereinafter referred to as the “Landlord”) and PLANET GROUP, INC. with an address at 670 Long Beach Blvd., Long Beach, New York 11561 (hereinafter referred to as the “Tenant”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 21st, 2011 • Planet Payment Inc • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 10, 2004, by and between Planet Group, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A attached hereto (the “Investors”).

WARRANT AGREEMENT To Purchase Shares of the Common Stock of Planet Payment, Inc. Dated as of (the “Issue Date”)
Warrant Agreement • July 21st, 2011 • Planet Payment Inc • New York

WHEREAS, Planet Payment, Inc. a Delaware corporation (the “Company”) has agreed to grant to the person named on the signature page hereto (the “Warrantholder”), the right to purchase shares of its Common Stock;

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