13D Filing: Discovery Group I, LLC and Planet Payment Inc (PLPM)

The Reporting Persons acquired beneficial
ownership of the shares of Common Stock reported herein as part of their investment activities on behalf of Discovery Equity Partners.  The
Reporting Persons acquired the shares of Common Stock reported herein because they believe that the trading prices of the Common
Stock do not adequately reflect the potential value of the Company’s underlying business and assets.

The Reporting Persons intend to review
and evaluate their investment in the Common Stock on an ongoing basis and may, depending upon their evaluation of the business
and prospects of the Company, or such other considerations as they may deem relevant, determine to increase, decrease, or dispose
of their holdings of Common Stock.  As a part of such review and evaluation, the Reporting Persons may hold discussions with
the Company’s management and directors, other shareholders and other interested parties.

Except as otherwise described in this Item
4, the Reporting Persons do not have present plans or proposals that relate to or would result in any of the following (although
the Reporting Persons reserve the right to develop such plans or proposals or any other plans relating to the Company and to take
action with respect thereto):  (i) the acquisition by any person of additional securities of the Company, or the disposition
of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation,
involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries; (iv) any change in the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change
in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company’s business
or corporate structure; (vii) changes in the Company’s certificate of incorporation, bylaws, or instruments corresponding
thereto or other actions that may impede the acquisition of control of the Company by any person; (viii) causing a class of
securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (ix) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended;
or (x) any action similar to any of those enumerated above.

The information concerning percentages
of ownership set forth below is based on 49,754,877 shares of Common Stock outstanding
as of April 30, 2017 in the Company’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2017.

Discovery Equity Partners beneficially
owns 2,804,798 shares of Common Stock as of May 26, 2017, which represents 5.6%
of the outstanding Common Stock.

Discovery Group beneficially owns 2,804,798
shares of Common Stock as of May 26, 2017, which represents 5.6% of the outstanding
Common Stock.