Exhibit 4.1


 





Certain information has been omitted from the exhibit
because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. The omissions have been
indicated by (“[...]”).


 




BUSINESS PARTNERSHIP
AGREEMENT AND OTHER COVENANTS


 


This Business Partnership
Agreement and Other Covenants (“Agreement”) is entered by and between:


 


I.       BANCO
SANTANDER (BRASIL) S.A., financial institution incorporated and existing under the laws of Brazil, with principal place of business
at Avenida Presidente Kubitschek, No. 2,041 and 2,235, Block A, Vila Olímpia, City of São Paulo, Sate of São Paulo,
Zip Code 04543-011, duly enrolled with the National Register of Legal Entities (CNPJ) under No. 90.400.881/0001-02, herein represented
pursuant to its bylaws (“Santander Brasil”); and


 


II.       GETNET
ADQUIRÊNCIA E SERVIÇOS PARA MEIOS DE PAGAMENTO S.A., closely held corporation, with principal place of business at Av.
Pres. Juscelino Kubitschek, No. 2041 - suite 121, Block A Cond. WTORRE JK, Vila Nova Conceição, City of São Paulo,
State of São Paulo, Zip Code 04543-011, duly enrolled with the CNPJ under No. 10.440.482/0001-54, herein represented pursuant
to its bylaws (“Getnet”).


 


Santander Brasil
and Getnet are individually referred to as “Party” and, collectively, as “Parties”.


 


RECITALS:


 


(i)       WHEREAS
Santander Brasil is a multiservice bank duly authorized to operate by the Central Bank, which provides financial services to the
general public, pursuant to the regulations in force;


 


(ii)       WHEREAS
Getnet is a payment institution that acts as an acquirer and issuer of digital currency, duly authorized to operate by the Central
Bank, which provides merchants with a solution for payments in physical and digital environments, financial services and business processing
management solutions;


 


(iii)       WHEREAS,
on March 31, 2021, Santander’s and Getnet’s shareholders approved, at an extraordinary general shareholders’ meeting,
the segregation of the equity interest held by Santander Brasil in Getnet, a wholly owned subsidiary of Santander Brasil, through a partial
spin-off from Santander Brasil and the merger of the spun-off portion into Getnet (“Spin-Off”), subject to approval
by the Central Bank;


 




     


     


    

(iv)       WHEREAS
the Parties wish to establish a business partnership with each other, within the national territory, for the purpose of offering
financial and payment services to their customers (“Partnership”); and


 


(v)       WHEREAS,
through this Agreement, the Parties wish to regulate the rights and obligations related to the development and implementation of the
Partnership.


 


NOW, THEREFORE,
the Parties agree to enter into this Agreement, pursuant to the following terms and conditions, which shall bind the Parties unconditionally
and irrevocably, by themselves and by their successors and assignees.


 


I.       DEFINITIONS
AND RULES FOR INTERPRETATION


 


1.1.       Without
prejudice to the other definitions inserted in the scope of this Agreement, the following terms and expressions, in plural or singular,
shall have the definitions set forth below:


 


“Agreement”
means this Business Partnership Agreement and Other Covenants.


 


“Affiliate”
means, in relation to a Party, any company that, directly or indirectly, through one or more intermediaries, controls (even if jointly)
or is controlled by such Party.


 


“Public
Agent” means anyone who exercises, even if temporarily or without compensation, by election, appointment, designation, engagement
or any other form of investiture or bond, mandate, position, employment or function in the entities of the direct, indirect or foundational
administration of any of the Branches of the Federal Government, of the States, of the Federal District, of the Municipalities, of Territory,
of a company incorporated into the public property or of an entity whose creation or funding the treasury has competed with or competes
with more than fifty percent of the equity or annual revenue, being equivalent to such agents any person who represents them, even if
unofficially. For the purposes of this Agreement, public agents are also considered to be those who exercise similar functions for a
foreign government or before international organizations.


 


“Prepayment
of Receivables” or “RAV” means the prepayment, for the ECs, of the amount of the Transactions carried out
with Payment Instruments and already performed through the Partnership Channels.


 




    2 


     


    

“Electronic
Signature” means electronic signature on a portal of the world wide web with a key of the Public Key Infrastructure (Infraestrutura
de Chaves Públicas) – ICP Brasil.


 


“Central
Bank” means the Central Bank of Brazil.


 


“Partnership
Channels” means, jointly, (i) Means of Capture – POS or e-commerce, (ii) Call Center – provision of services from
Santander Brasil to Getnet (iii) Automatic Contracting; (iv) Portal Minha Conta (My Account Portal); (v) Manager Portal; (vi)
Logged-In Area; (vii) Getnet and SuperGet Apps e (viii) Getnet’s APIs used by Santander Brasil.


 


“Santander
Distribution Channel” means the branches, physical spaces, digital platforms, call centers, apps, websites, among other digital
media developed and/or provided by Santander Brasil, by itself or its Affiliates, and which shall be used for the purposes of offering
and marketing Getnet Products within the scope of the Partnership.


 


“Spin-Off”
has the meaning ascribed to it in the preamble to this Agreement.


 


“Remittance
Communication” means the communication sent by Getnet to Santander Brasil and which includes all information related to the
Receivables that shall be subject to prepayment by Santander Brasil.


 


“Special
Conditions” has the meaning ascribed to it in Section 5.6.


 


“Automatic
Contracting” means the contracting of monthly prepayment of receivables, the authorization of which is carried out only once
by the customer.


 


“Business
Day” means any day, other than a Saturday, Sunday or a day on which commercial banks are required or authorized by applicable
law to remain closed in Brazil.


 


“Dispute”
has the meaning ascribed to it in Section 18.2.


 


“Distribution
via Santander Counter Service” has the meaning ascribed to it in Section 5.1.


 


“Acquiring
Equipment” means all POS and PinPad according to the payment app data standard defined by PCI (Payment Card Industry)
and installed by Getnet, when contracted by the EC for acceptance of a Payment Instrument.


 




    3 


     


    

“Merchants”
or “ECs” means the merchants accredited by Getnet for the acceptance of Payment Instruments.


 


“Securitization
Structure” has the meaning ascribed to it in Section 6.3.


 


“FIDC”
has the meaning ascribed to it in Section 6.3.1.


 


“Funding”
has the meaning ascribed to it in Section 6.1.


 


“Generation
of Leads” has the meaning ascribed to it in Section 8.1.


 


“Getnet”
has the meaning ascribed to it in the preamble to this Agreement.


 


“Getnet
SCD” has the meaning ascribed to it in Section 6.3.


 


“Confidential
Information” has the meaning ascribed to it in Section 15.1.


 


“Payment
Instrument” means the physical or virtual payment instruments, issued within the scope of payment arrangements, in which Getnet
acts as an acquirer.


 


“LGPD”
means Law No. 13,709, of August 14, 2018 (General Data Protection Law).


 


“Bank Secrecy
Act” means Supplementary Law No. 105, of January 10, 2001.


 


“Anti-Corruption
Laws” means all Brazilian legislation that, in any way, deals with or sanctions acts against the public administration and
its regulations, including, but not limited to, the Brazilian Anti-Corruption Law (Federal Law No. 12,846/2013), the Brazilian Anti-Corruption
Decree (Decree No. 8,420/2015), the Conflicts of Interest Law (Federal Law No. 12,813/2013), the Federal Administrative Corruption Law
(Federal Law No. 8,429/1992) and the Federal Bids and Public Contracts Law (Federal Law 8,666/1993), as well as the applicable antitrust
and anti-money laundering laws. Along the same line, are included international legislations, which may eventually apply to the case,
including, but not limited to, the United States Foreign Corrupt Practices Act of 1977 or the UK Bribery Act 2010.


 


“Acquiring
Business” means the activity of accreditation and qualification of ECs for the acceptance of electronic payment instruments,
as well as payment to the EC of the amounts of the relevant business Transactions carried out, deducted from the applicable charges and
commissions.


 




    4 


     


    

“Potential
Santander Credit Operation Notice” has the meaning ascribed to it in Section 6.3.


 


“Combo
or Insert Offers” means the prices defined, published and agreed upon by the Parties, referring to the Merchant Discount Rates
and to the Rates of Prepayment of Receivables operations made available to Individuals and Merchants, taking into account the segment,
target audience and volume, and Modality of Billing.


 


“Santander
Credit Operations” means the loans and/or financing granted by Santander Brasil.


 


“Origination
of Credit Operations” has the meaning ascribed to it in Section 7.1.


 


“Partnership”
has the meaning ascribed to it in Recital (iv) to this Agreement.


 


“Indemnified
Party” has the meaning ascribed to it in Section 14.1.


 


“Indemnifying
Party” has the meaning ascribed to it in Section 14.1.


 


“Recipient
Party” has the meaning ascribed to it in Section 15.1.


 


“Responsible
Party” has the meaning ascribed to it in Section 14.1.


 


“Disclosing
Party” has the meaning ascribed to it in Section 14.1.


 


“Losses”
has the meaning ascribed to it in Section 14.1.


 


“Potential
Customers” has the meaning ascribed to it in Section 6.1.


 


“Acquisition
Price” means the amount to be paid by Santander Brasil for the acquisition of the Receivables belonging to the ECs and which,
pursuant to this Agreement and the Term of Assignment, shall be subject to the Prepayment of Receivables to be conducted by Santander
Brasil.


 


“Getnet
Products” has the meaning ascribed to it in Section 5.3.


 


“Receivables”
means the receivables held by the ECs against Getnet, as a result of the Transactions carried out by paying end users before the ECs,
for the purpose of


 




    5 


     


    

acquiring goods
and/or services.


 


“Sale and
Lease Reimbursement” has the meaning ascribed to it in Section 5.6.


 


“Rebate
Reimbursement” has the meaning ascribed to it in Section 9.3.


 


“Fee Reimbursement”
has the meaning ascribed to it in Section 5.6.


 


“Customer
Price Reimbursement” has the meaning ascribed to it in Section 5.6.


 


“Santander
Counter Service Compensation” has the meaning ascribed to it in Section 5.4.


 


“Compensation
for Generation of Leads” has the meaning ascribed to it in Section 8.4.


 


“Compensation
for Origination of Credit Operations” has the meaning ascribed to it in Section 7.4.


 


“Representatives”
has the meaning ascribed to it in Section 15.1.


 


“Net Result
of RAV Business” means the net result of the Prepayment of Receivables business explored in the Partnership, as calculated
pursuant to Exhibit I to this Agreement.


 


“Santander
Brasil” has the meaning ascribed to it in the preamble to this Agreement.


 


“Santander
Integrated Account” has the meaning ascribed to it in Section 5.5.


 


“Registration
System” has the meaning ascribed to it in Section 4.4.


 


“Transactions”
means any and all acquisitions of goods and/or services made by the paying end users, submitted and processed electronically by Getnet
using a Payment Instrument.


 


1.2.       Whenever
required by the context, the definitions contained in this Agreement shall apply both in the singular and in the plural, and the male
gender shall include the female gender and vice versa.


 




    6 


     


    

1.3.       The
headings and titles of this Agreement are for reference convenience only and shall not limit or affect the meaning of the Sections or
Sub-sections to which they apply. The recitals of this Agreement serve and assist in its interpretation and application.


 


1.4.       References
to any document or other instruments include all their amendments, substitutions and consolidations and respective additions, unless
expressly provided otherwise.


 


1.5.       All
references to any of the Parties include their successors, beneficiaries, representatives and permitted assigns, as applicable.


 


II.       PURPOSE



 


2.1       Purpose.
The purpose of this Agreement is to regulate the rights and duties of the Parties within the scope of the Partnership to be developed
jointly between Santander Brasil and Getnet, in order to enable the offer of certain services and financial and payment solutions, as
described in Chapter III to this Agreement.


 


2.2       Commercial
and Operating Conditions. The Parties hereby accept and represent that they shall use their best efforts to provide each other with
the commercial and operating conditions necessary for the development of the Partnership set forth herein, with due regard for the specific
conditions of each service and/or solution set forth herein.


 


III.       PARTNERSHIP
STRUCTURE


 


3.1       General
Structure. Subject to the specific conditions set forth in this Agreement, the Partnership shall involve:


 


		(a)	Prepayment
                                            of Receivables: feasibility by the Parties of the Prepayment of Receivables for the benefit
                                            of Merchants.



 


		(b)	Services
                                            provided by Santander Brasil for the benefit of Getnet:



 


		(i)	Distribution
                                            via Santander Counter Service. The distribution by Santander Brasil of Getnet Products
                                            to its customer base, through the Santander Distribution Channels and with due regard for
                                            the applicable customer eligibility criteria; and



 




    7 


     


    

		(ii)	Provision
                                            of Funding for Getnet Credit Operations. The provision of funding, by Santander Brasil,
                                            for loans and/or financing to be granted by Getnet and/or its subsidiaries, with due regard
                                            for the specific conditions of this Agreement.



 


		(c)	Services
                                            provided by Getnet for the benefit of Santander Brasil:



 


		(i)	Origination
                                            of Santander Credit Operations. The indication, by Getnet, to Santander Brasil of potential
                                            customers who are interested in Santander Credit Operations, with due regard for the specific
                                            conditions set forth in this Agreement; and



 


		(ii)	Generation
                                            of Leads. The indication, by Getnet, to Santander Brasil of potential customers who are
                                            interested in contracting services from Santander Brasil, with due regard for the specific
                                            conditions set forth in this Agreement.



 


3.2       Guidelines
and Instructions. Without prejudice to the foregoing, the Parties undertake to observe the internal guidelines and/or instructions,
previously and reasonably, provided by the other Party, as the case may be, in the exploration of each of the activities subject matter
of this Agreement, in order to ensure the feasibility and consistency of the Partnership.


 


3.3       Lack
of Exclusivity. It is hereby established that Santander and Getnet do not have any obligation of exclusivity towards the other in
relation to the activities set forth in this Agreement.


 


3.4       The
Parties hereby agree that after the twelve (12) initial months of the Partnership, they shall review the conditions of the Santander
Counter Service Compensation.


 


IV.       PREPAYMENT
OF RECEIVABLES


 


4.1       Assignment
of the Right to Prepay Receivables. It is established that the operations of Prepayment of Receivables held by the ECs shall be carried
out by Santander Brasil, directly and as the debtor of the operations with the ECs, with due regard for the terms and conditions set
forth in this Agreement, and unless Getnet decides to carry out such Prepayment of Receivables operations directly or by its subsidiaries
and/or if the EC decides to carry out such operations with other institutions.


 




    8 


     


    

4.1.1.       Therefore,
Santander Brasil hereby, irrevocably and irreversibly, constitutes Getnet, according to articles 684 and 685 of the Brazilian Civil Code,
as its agent, to act on behalf of Santander Brasil, for all purposes, in contracting Prepayment of Receivables operations with the ECs.


 


4.1.2.       The
Prepayment of Receivables operations shall occur through credit assignment (without co-obligation) between Santander Brasil and the ECs,
which may, at the sole discretion of Santander Brasil, be intermediated by Getnet, as agent of Santander Brasil], by means of its service
channels.


 


4.2       Result
of RAV Business. By virtue of the Prepayment of Receivables operations carried out under the terms set forth herein and considering
the Partnership contemplated in this Agreement, the Parties agree to determine the Result of the RAV Business and attribute it to Genet,
under the terms and conditions set forth in Exhibit I to this Agreement.


 


4.3       Operationalization.
The Parties shall establish, by mutual agreement, the steps and other applicable obligations, in order to operationalize the Prepayment
of Receivables operations contained in this Agreement.


 


4.4       Registration
of Receivables. Santander Brasil shall only accept Receivables due to the ECs that are duly registered in registration systems validly
authorized by the Central Bank (“Registration System”)


 


4.4.1.       The
assignment of Receivables formalized through the Term of Assignment, in turn, constitutes the payment arrangement receivables negotiation,
as defined by article 2, item II, of Circular 3,952, of June 27, 2018, and, therefore, must be registered in the relevant Registration
System, pursuant to the aforementioned Circular.


 


4.5       Final
Assignment of Receivables. The Parties hereby agree that, once the steps set forth in this Chapter IV are observed, as well as other
steps to be agreed between the Parties, the Receivables shall be irrevocably and irreversibly transferred and assigned to Santander Brasil
for the price and conditions established in the Term of Assignment and other relevant documents.


 


4.6       Settlement
of Receivables. The Parties agree that the execution of the Term of Assignment (by the EC) shall oblige Getnet to pay Santander Brasil
the amount of the Receivable on its due date, and the execution of the Term of Assignment serving as an acknowledgment of the assignment
and notice by Getnet for the purposes of article 290


 




    9 


     


    

of the Civil Code,
regardless of any notice on the part of the EC to Getnet.


 


4.6.1.       Getnet
hereby agrees that it shall be responsible for the correct payment of the amount related to the Receivable assigned to Santander Brasil,
in an account to be indicated by it in due course.


 


V.       DISTRIBUTION
VIA SANTANDER COUNTER SERVICE


 


5.1       Santander
Distribution Channel. Santander Brasil, within the scope of this Agreement and through the Santander Distribution Channel, may promote,
disclose and market the Getnet Products to its customer base, provided that such distribution shall cover the provision of general information
and the clarification of doubts related to such products (“Distribution via Santander Counter Service”).


 


5.1.1.       The
disclosure and offering of Getnet Products shall comply with the instructions, guidelines, as well as the technical and/or commercial
aspects, previously and reasonably, provided by Getnet, pursuant to this Agreement.


 


5.1.2.       Getnet,
in turn, undertakes to provide the instructions, information and/or advertising materials necessary for the proper promotion, disclosure
and offer of Getnet Products on the Santander Distribution Channel, including the characteristics, values and other related technical
and commercial aspects related to such products.


 


5.1.3.       In
addition to the Distribution services via Santander Counter Service, the Parties acknowledge and agree that Santander Brasil is committed
to providing, free of charge, certain physical spaces of its units, which must be used solely and exclusively, by Getnet, for the purpose
of distributing the Acquiring Equipment, under the terms set forth in the Services Agreement and Other Covenants entered into, on January
24, 2019, by and between Getnet, Itrade Marketing Smollan Brasil Ltda. and Santander Brasil, as an intervening consenting party.


 


5.2       Operational
Aspects. The actual contracting of Getnet Products may take place directly between Santander Brasil and the customer or between Getnet
and the customer, as the case may be, provided that the Parties shall agree on the specific operating procedures applicable in each situation.


 


5.3       Getnet
Products. It is hereby established that Getnet Products cover the services and solutions set forth in Exhibit II to this Agreement,
without prejudice to others that are defined by mutual agreement between the Parties by electronic mail (“Getnet 


 




    10 


     


    

Products”).


 


5.3.1       By
way of clarification, the new Getnet Products shall be defined and agreed between the Parties in writing, via electronic mail and with
reasonable notice, with no need to amend this Agreement.


 


5.4       Compensation.
In consideration for the Distribution service via Santander Counter Service set forth herein, Santander Brasil shall be entitled to a
compensation to be paid by Getnet, according to the terms and conditions set forth in Exhibit III to this Agreement (“Santander
Counter Service Compensation”).


 


5.5       Santander
Integrated Account. With respect to Getnet customers who are also individuals and/or legal entities holding Santander Brasil accounts,
Getnet undertakes to grant benefits and special commercial conditions when contracting Getnet Products (“Santander Integrated
Account” and “Special Conditions”, respectively). Such Special Conditions include:


 


		(i)	discount
                                            on the lease of Means of Capture for customers who have a volume of billing equal to or greater
                                            than that stipulated in each offer formalized and agreed between the Parties;



 


		(ii)	reduction
                                            in the prepayment of receivables rate;



 


		(iii)	discount
                                            on the monthly service package fee.



 


5.5.1.       The
Special Conditions listed herein shall be granted according to the volume of billing that each customer has with the Acquiring Business.


 


5.6.       Reimbursement.
By reason of the Special Conditions granted by Getnet in relation to the Lease, the Merchant Discount Rate and the Prepayment of Receivables
Rate and the sale of Means of Capture contracted and/or acquired by customers participating in the Acquiring Business, Santander Brasil
agrees to monthly reimburse Getnet the amount corresponding to (i)   [...] percent ([...]%) of the amount of the leases of the Means
of Capture for each EC that has been awarded the discount granted by reason of the Special Conditions of Santander Integrated Account
(“Lease Reimbursement”); (ii)   [...] percent ([...]%) of the amount subsidized by Getnet on the sale of the Means
of Capture for each EC that has been awarded the subsidy granted by reason of the Special Conditions of the Integrated Account, corresponding
to the difference between the cost of the Mean of Capture to Getnet and the sale amount


 




    11 


     


    

charged from such
EC at the time of the accreditation (“Sale Reimbursement” and, together with the “Lease Reimbursement”,
“Sale and Lease Reimbursement”); and (iii)   [...] percent ([...]%) of the amount resulting from the difference
of the Merchant Discount Rate and the Prepayment of Receivables Rate, charged from Individuals or Merchants for the Merchant Discount
Rates and Prepayment of Receivables Rate of the Combo or Insert Offers (“Fee Reimbursement” and, together with the
“Lease Reimbursement” and the “Sale Reimbursement”, “Customer Price Reimbursement”).


 


5.6.1.       The
calculation and payment of the Sale and Lease Reimbursement shall comply with the terms and conditions set forth in Exhibit IV
to this Agreement.


 


5.7.       Lack
of Exclusivity. For clarification purposes, given the lack of exclusivity set forth in Section 3.3 above, the Parties agree that
Getnet may promote, disclose and market the Getnet Products through any other distribution channels owned by it or owned by third parties,
as well as Santander Brasil may promote, disclose and market any third-party products.


 


VI.       FUNDING
FOR GETNET CREDIT OPERATIONS


 


6.1       Funding.
Santander Brasil is interested in being the funding provider for loans and/or financing to be granted by Getnet and/or its subsidiaries
(“Funding”).


 


6.2       Operational
Flow. Getnet and/or its subsidiaries shall communicate to Santander Brasil, with minimum notice to be agreed between the Parties,
any and all demand for Funding and shall send Santander Brasil the necessary information for it to assess the conditions for Funding
(“Potential Santander Credit Operation Notice”).


 


6.2.1.       Potential
Santander Credit Operation Notice shall be accompanied by all the information and documents necessary for Santander Brasil to carry out
the relevant analyses, as agreed between the Parties.


 


6.2.2.       Santander
Brasil may request additional information from Getnet and/or its subsidiaries, as the case may be, that is necessary to analyze the potential
granting of Funding, according to the policies of Santander Brasil.


 


6.2.3.       Once
the necessary information has been received, Santander Brasil, within a period to be agreed between the Parties, shall inform Getnet
and/or its subsidiaries of the possibility of granting Funding and the applicable conditions, including the applicable interest rate,
total actual cost, deadline for the availability of resources and the need for


 




    12 


     


    

any guarantees.
If Getnet and/or its subsidiaries are in accordance with the conditions presented, the instrument necessary to formalize the granting
of Funding shall be executed.


 


6.2.4.       If
there is no expression of interest by Santander Brasil or if Getnet and/or its subsidiaries are not in accordance with the conditions
presented, Getnet and/or its subsidiaries shall be free to seek funding from other sources in the financial and capital markets.


 


6.3       Without
prejudice to the foregoing, for the specific purpose of enabling the credit operations to be carried out by Getnet Sociedade de Crédito
Direto S.A. (“Getnet SCD”), the Parties hereby undertake to structure a securitization operation for receivables originated
by Getnet SCD, in which Santander Brasil shall act as an investor and shall provide the necessary funding for the continuous operation
of Getnet SCD (“Securitization Structure”).


 


6.3.1.       Alternatively
to the Securitization Structure and upon prior mutual agreement, the Parties may establish a Credit Rights Investment Fund (Fundo
de Investimento em Direitos Creditórios or “FIDC”) for the purpose of acquiring the receivables originated
by Getnet SCD. In this context, Santander Brasil hereby agrees that it shall be responsible for subscribing and paying in the quotas
issued by the said FIDC, in order to capitalize the FIDC, which shall represent a funding vehicle for Getnet SCD.


 


6.3.2.       In
the event of establishment of the FIDC, it is hereby established that the credit operations originated by the FIDC shall be formalized
via Bank Credit Certificate (Cédula de Crédito de Bancário or “CCB”) and, in a subsequent
act, the respective CCBs shall be acquired by the FIDC through an special endorsement and without co-obligation by Getnet SCD in favor
of the FIDC, keeping the same terms, conditions and interest executed by Getnet SCD within the scope of the operation, pursuant to art.
29, § 1, of Law No. 10,931, of August 2, 2004, as amended.


 


VII.        ORIGINATION
OF SANTANDER CREDIT OPERATIONS


 


7.1       Credit
Origination. Within the scope of the Partnership, Getnet may prospect and identify potential customers in its customer base (“Potential
Customers”) who are interested in contracting Santander Credit Operations (“Origination of Credit Operations”).


 


7.1.1.       The
disclosure and offer of Santander Credit Operations shall observe the


 




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instructions, guidelines,
as well as any technical and/or commercial aspects, previously and reasonably, provided by Santander Brasil.


 


7.1.2.       Santander
Brasil, in turn, undertakes to provide the instructions and/or information strictly necessary for the proper promotion, disclosure and
offer of Santander Credit Operations to the Potential Customers.


 


7.2       Minimum
Registration Data. The indication of Potential Customers referred to in the section above shall involve, at least, the collection
of the documents and/or information that Getnet is obliged to collect, pursuant to the regulations in force, for the purposes of providing
the accreditation services.


 


7.2.1       Getnet
undertakes to collect the registration data properly and in accordance with regulations and legislation in force, in addition to being
obligated to obtain from the Potential Customer, as applicable, the necessary authorizations to promote the sharing of information with
Santander Brasil. Therefore, Getnet shall keep the Potential Customer aware, in a clear and adequate manner, of the purpose of collecting
such data.


 


7.2.2       It
is hereby established that Santander Brasil may, at its sole discretion, refuse Potential Customers, according to its internal customer
acceptance policies.


 


7.2.3       If
Santander Brasil requests additional and necessary information for the acceptance of said Potential Customer, Getnet undertakes to use
its best efforts to obtain such information.


 


7.2.4       It
is also hereby established that Getnet shall not be responsible for the accuracy and validity of the information provided in relation
to Potential Customers, and Santander Brasil shall be responsible for carrying out the necessary analyzes and validations regarding the
data of Potential Customers.


 


7.3       Contracting
and Formalization. Without prejudice to the obligations described above, the Parties agree that the actual contracting of Santander
Credit Operations shall be provided and formalized directly between Santander Brasil and the Customer, in such a way that Getnet has
no responsibility and/or obligation in relation to this step.


 


7.3.1       Once
the formalization and contracting of Santander Credit Operations with the Potential Customer has been completed, Santander Brasil agrees
to communicate Getnet in writing, i.e., in a systemic manner and/or by exchanging files.


 




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7.4       Compensation.
In consideration for the Credit Operations Origination services, Getnet shall be entitled to receive a compensation to be calculated
based on the indications and actual Credit Operations generated in a given period, for the benefit of Santander Brasil, with due regard
for the specific terms and conditions set forth in Exhibit V to this Agreement (“Compensation for Origination of Credit
Operations”).


 


7.5       Lack
of Exclusivity. For clarification purposes, given the lack of exclusivity set forth in Section 3.3 above, the Parties agree that
Getnet may provide activities similar to those set forth in this Chapter to other third parties, including financial institutions, without
applying any liens or penalties.


 


VIII.        GENERATION
OF LEADS


 


8.1       Generation
of Leads. Within the scope of the Partnership, Getnet may identify Potential Customers who are interested in contracting services
from Santander Brasil (“Generation of Leads”).


 


8.2       Minimum
Registration Data. The indication of Potential Customers referred to in the section above shall involve, at least, the submission
of the documents and/or information that Getnet is obliged to collect, pursuant to the regulations in force, for the purposes of providing
the accreditation services.


 


8.2.1.       Getnet
undertakes to collect the registration data properly and in accordance with regulations and legislation in force, in addition to being
obligated to obtain from the Potential Customer, as applicable, the necessary authorizations to promote the sharing of information with
Santander Brasil. Therefore, Getnet shall keep the Potential Customer aware, in a clear and adequate manner, of the purpose of collecting
such data.


 


8.2.2.       It
is hereby established that Santander Brasil may, at its sole discretion, refuse to market the services, according to its internal customer
acceptance policies.


 


8.2.3.       If
Santander Brasil requests additional and necessary information for the acceptance of said Potential Customer, Getnet undertakes to use
its best efforts to obtain such information.


 


8.2.4.       It
is also hereby established that Getnet shall not be responsible for the accuracy and validity of the information provided in relation
to Potential Customers, and Santander Brasil shall be responsible for carrying out the necessary analyzes and validations regarding the
data of Potential Customers.


 




    15 


     


    

8.3       Contracting
and Formalization. Without prejudice to the obligations described above, the Parties agree that the actual contracting of the services
shall be provided and formalized directly between Santander Brasil and the Customer, in such a way that Getnet has no responsibility
and/or obligation in relation to this step.


 


8.3.1.       Once
the formalization and contracting of the accreditation and/or current account services with the Potential Customer has been completed,
Santander Brasil agrees to communicate Getnet.


 


8.4       Compensation.
In consideration for the services of Generation of Leads, Getnet shall be entitled to receive a compensation to be calculated based on
the indications and actual contracts generated in a given period, for the benefit of Santander Brasil, with due regard for the specific
terms and conditions set forth in Exhibit VI to this Agreement (“Compensation for Generation of Leads”).


 


8.5       Lack
of Exclusivity. For clarification purposes, given the lack of exclusivity set forth in Section 3.3 above, the Parties agree that
Getnet may provide activities similar to those set forth in this Chapter to other third parties, including financial institutions, without
applying any liens or penalties.


 


IX.       GETNET
REBATE


 


9.1.       Rebate.
Getnet may grant incentives and/or special commercial conditions to certain customers when contracting services related to the Acquiring
Business, with the purpose of attracting and retaining such customers, including in the context of the prospecting efforts set forth
in Chapters VII and VIII above (“Getnet Rebate”). By way of clarification, the Getnet Rebate may be granted both for
acquisition purposes and for purposes of retaining Strategic Customers, including in cases of renewal of an existing business relationship.


 


9.1.1.       In
the case of Getnet Rebate granted to Strategic Customers (as defined below), Santander Brasil, by reason of its commercial interest
in prospecting and/or retaining such customers by Getnet, undertakes to reimburse [...] percent ([...]%) of the amounts disbursed
and/or paid by Getnet as a Getnet Rebate, according to the conditions set forth in this Agreement (“Rebate
Reimbursement”).


 


9.1.2.       For
the purposes of this section, “Strategic Customers” shall be considered as those who, cumulatively, [...].
Santander Brasil shall, within 30 Business Days counted as from the date hereof, inform Getnet which customers are currently
considered Strategic Customers and shall promptly, within 10 Business Days, inform Getnet of any inclusion or exclusion from such
list.


 




    16 


     


    

 


 


9.1.3.       The
Getnet Rebate to be subject to the Rebate Reimbursement shall be limited to [...]% of the total amount of the Transactions, on which the
Merchant Discount Rate (MDR) charged by Getnet is levied, and shall be granted by Getnet, upon deduction of the amounts owed by the Strategic
Customer, as MDR. In cases where the compensation to be considered exceeds [...]%, this percentage shall also be explicitly approved.


 


9.2.       Calculation
and Reimbursement. The determination of the Getnet Rebate volume granted to Strategic Customers, as well as the calculation and form
of the Rebate Reimbursement, shall comply with the terms and conditions set forth in Exhibit VII to this Agreement.


 


9.3.       Exceptions.
There shall be no reimbursement, by Santander Brasil, when the granting of the discount in Acquiring Business is made to a customer who
is not a Strategic Customer or under conditions different from those set forth in this Agreement.


 


X.       COMPENSATION


 


10.1       Compensation
of the Parties. The Parties understand that the activities explored within the scope of the Partnership present different commercial
and financial rationales which, in turn, result in different forms and flows of compensation. Therefore, it is established that the compensation
of the Parties shall comply with the terms and conditions set forth in the specific Exhibits of each line of business, according to the
activities developed by each of the Parties and without prejudice to the general rules set forth in this Section X.


 


10.2       Calculation.
The Parties undertake to use their best efforts to enable the calculation and payment of the amounts due to the other Party within the
scope of this Agreement, obliging themselves to:


 




    17 


     


    

(i)       prepare
standardized spreadsheets, covering in an understandable way the costs, expenses, revenues and/or compensation, as the case may be, inherent
to the activities explored within the scope of the Partnership;


 


(ii)       provide,
in a timely manner, the spreadsheets to the other Party, whenever necessary and/or requested by it;


 


(iii)       timely
correct any errors and/or inconsistencies identified in said spreadsheets;


 


(iv)       use
in good faith and understandings with the other Party for the purpose of clarification and mutual agreement regarding the amounts due
under the terms of this Chapter X and the Exhibits to the Agreement.


 


10.3       Conditions
of Payment. The payment of the compensation, revenues, reimbursements and other amounts arising from this Agreement shall be made
by means of an Electronic Funds Transfer to the current account held by each of the Parties, the transfer receipt serving as proof of
payment of the amount due.


 


10.3.1.       Each
of the Parties shall issue the respective invoices for the provision of services provided by it within the scope of the Partnership or
other document agreed between the parties observing the legislation in force, in the calculated amount and with due regard for the frequency
of each service, which shall be sent for payment within ten (10) Business Days after receiving the necessary data for issuance.


 


10.3.2.       In
the event that Santander Brasil or Getnet, as the case may be, made an overpayment or underpayment due to an error that is subsequently
duly recognized by mutual agreement between the Parties, said amount (i) if overpaid, shall be deducted from any future payments to be
made by Santander Brasil to Getnet (or by Getnet to Santander Brasil, as the case may be) or, if there is no sufficient payment flow
to offset all the amounts, a reimbursement shall be made within thirty (30) days after Santander Brasil or Getnet, as the case may be,
is notified about it; or (ii) if underpaid, it shall be computed in the next calculation period.


 


10.4       Dispute
Resolution. The Parties agree that, before starting an arbitration to resolve any Dispute regarding any amounts due, they shall attempt
to negotiate an amicable settlement agreement for said Dispute, within a period not exceeding sixty (60) days counted as from the receipt
by a party of notice on the existence of the Dispute,


 




    18 


     


    

sent by the other
Party.


 


10.5       Fine
for Default. In the event of a default on the monthly payment by Getnet or Santander Brasil, as the case may be, should be added
to the amount due, from the maturity date of the obligation payable, a fine of two percent (2%), interest of one percent (1%) per month,
calculated pro-rata-temporis from the maturity date to the actual payment date, and adjustment for inflation by the General Market
Price Index (IGPM) published by Fundação Getúlio Vargas.


 


XI.       OBLIGATIONS
OF THE PARTIES


 


11.1       Obligations
of the Parties. Without prejudice to the other obligations set forth in this Agreement, each of the Parties undertakes to, throughout
the term of this instrument:


 


(i)       make
all necessary efforts to enable the Partnership;


 


(ii)       carry
out its activities set forth in this Agreement with quality, diligence and prudence, as well as fully comply with the terms and conditions
of the exhibits hereof;


 


(iii)       provide
and maintain the structures and systems necessary to enable the subject matter of the Partnership;


 


(iv)       provide
qualified professionals to carry out the activities defined in this Agreement, ensuring a professional, agile, gentle and ethical service
to customers and Potential Customers, as well as preserving the good image and reputation of the other Party;


 


(v)       observe,
respect and comply with any and all laws, regulations and instructions applicable to their respective activities, including, but not
limited to, the consumer protection rules, the rules and regulations issued by the Central Bank;


 


(vi)       keep
the other Party informed about any relevant matter of its knowledge that implies a change in any of the activities subject matter of
this Agreement, especially the occurrence of any bankruptcy, reorganization or liquidation process;


 


(vii)       correctly
and timely pay its labor and social security obligations related to its employees, as well as any charges, fees and contributions related
to its partners, employees and its activity, providing to the other Party or to the relevant


 




    19 


     


    

authorities,
whenever required with plausible justifications, copies of the respective receipts and forms for proof of good standing. In the event
of any dispute arising from its labor and social security obligations relating to its employees, keep the other Party automatically exempt
from any liability;


 


(viii)       provide
the other Party with all information, documents and other materials reasonably requested for the good and faithful performance of its
activities set forth in this Agreement, provided that if the other Party is required to submit any information regarding the Partnership
to any regulatory authority, including, but not limited to, the Central Bank and the Brazilian Federal Revenue Office, each Party undertakes
to use its best efforts to assist the other Party in performing this obligation, providing the information and documents that are of
its knowledge or that are in its possession, within five (5) Business Days counted after receiving the express request of the other Party
in this regard;


 


(ix)       be
fully responsible for obtaining the relevant regulatory authorizations necessary for the purposes of the activities set forth in this
Agreement; and


 


(x)       fully
comply with the LGPD and the Bank Secrecy Act.


 


11.2       Good
Faith. The Parties undertake to act in good faith, being diligent and taking all reasonably necessary measures to comply with their
responsibilities set forth this Agreement.


 


XII.       USE
OF TRADEMARKS


 


12.1       Use
of Trademarks. The Parties agree that, within the scope of this Agreement, their respective trademarks may be used, in accordance
with applicable law, acknowledging and agreeing that:


 


(a)       Any
and all forms of use of the other Party’s trademarks shall be, previously and expressly, approved by the Party to which the respective
trademark belongs, under penalty of indemnification for the losses and damages suffered by the aggrieved Party;


 


(b)       It
is forbidden for a Party to assign, license, sell, trade or otherwise transfer the use of the other Party’s trademark to any third
parties, as well as assist third parties to contest or, in any way, impair, directly or indirectly, the validity of the name and trademarks
of the other Party;


 




    20 


     


    

(c)       Each
of the Parties must ensure the good use of the other Party’s trademark and undertake to prevent the use of the other Party’s
trademark in operations or services: (i) offensive or harmful to ethics, morals and good customs; and/or (ii) that may denigrate the
integrity and reputation of the Trademark; and/or (iii) that in any way result in violation of the provisions of the Brazilian law, especially
those referring to consumer protection; and


 


(d)       It
shall not use the other Party’s Trademark in a way different from that approved by the Party to which the respective trademark
belongs, provided that such authorization must be understood in a restrictive manner.


 


12.2       Santander
Brasil Obligations. Without prejudice to the foregoing and unless otherwise agreed between the Parties, Santander Brasil agrees to
use the name and trademarks of Getnet solely and exclusively to promote and/or enable the services, solutions and activities explored
within the scope of the Partnership, respecting the characteristics of the trademarks, Getnet’s intellectual property rights and
the applicable legislation.


 


12.3       Getnet
Obligations. Without prejudice to the foregoing and unless otherwise agreed between the Parties, Getnet agrees to use the name and
trademarks of Santander Brasil solely and exclusively to promote and/or enable the services, solutions and activities explored within
the scope of the Partnership, respecting the characteristics of the trademarks, Santander Brasil’s intellectual property rights
and the applicable legislation.


 


XIII.       TERM
OF EFFECTIVENESS


 


13.1       Term
of Effectiveness. The terms of this Agreement are retroactive as from January 1st, 2021, and shall continue in full force
and effect for an indefinite period.


 


13.2       Notice.
Any Party hereto may terminate this Agreement, without cause, at any time, upon prior written notice to the other Party, at least one
(1) year in advance, without the Party incurring, in this case, any expenses and/or penalties, whether by way of indemnification, fine
or any other claim, being only due the performance by the Parties of all obligations arising up to the last day of effectiveness of the
prior notice.


 


13.3       Termination.
Any non-breaching Party may terminate this Agreement, upon simple notice to the other Party, in the following cases:


 




    21 


     


    

(i)       Adjudication
of bankruptcy, file for court or out-of-court reorganization, as well as liquidation process of the other Party;


 


(ii)       Declared
insolvency of the other Party;


 


(iii)       Revocation
of any license issued by a governmental authority, which is mandatory for the provision or continuity of the subject matter of this Agreement;


 


(iv)       Enactment
of laws or regulations, or issuance of a governmental order prohibiting one or more of the Parties from complying with their obligations
under this Agreement;


 


(v)       Assignment
or transfer of this Agreement by one of the Parties without the prior consent of the other Party; or


 


(vi)       In
the event of non-compliance, by any of the Parties, with any of the sections of this instrument, not remedied in accordance with the
procedure set forth in Section 13.3.1 below, without prejudice to the indemnification for losses and damages arising from the breach
of contract, determined by means of own judicial measure.


 


13.3.1. In the event
of breach of contract set forth in item 13.3(vi) above, by any of the Parties, the non-breaching Party shall notify the breaching Party,
warning of the breach of this Agreement and summoning the breaching Party to comply with its obligation within a maximum period of fifteen
(15) days, under penalty of unilateral termination.


 


13.4       Transition
Process. In the event of termination of this Agreement, for any reason, the Parties undertake to use joint efforts to implement a
transition plan for the services and/or activities subject matter of this Agreement to other partners and/or institutions (“Transition
Process”).


 


13.4.1. By way of
clarification, said Transition Process shall involve all the necessary adjustments for the complete transfer of activities, including
operational, commercial and contractual adjustments. If the Parties deem it necessary and by mutual agreement, the term of effectiveness
of the Agreement may also be extended in order to enable the completion of the Transition Process.


 


XIV.       INDEMNIFICATION


 




    22 


     


    

14.1       Indemnification.
Each Party (“Indemnifying Party”) irrevocably and irreversibly agrees to defend, indemnify and hold the other Party,
its shareholders, partners, Affiliates, employees, managers, representatives, successors and assignees (“Indemnified Party”)
harmless and safe from and against any and all loss, direct damage, contingency, indemnity, demand, action, legal and/or administrative
proceeding, liability, obligation, penalty, fine, loss, cost, expenses, losses, interest and fees (including costs of preparation and
investigation, attorneys’, consultants’ or other experts’ fees and costs of loss of suit) (“Losses”)
that may be caused by the Indemnifying Party, its employees, service providers and/or third party subcontractors, as a result of the
respective activities performed within the scope of this Agreement, including, but not limited to:


 


(i)       any
act, fact or omission attributable to the Indemnifying Party, its managers, shareholders, partners, employees, affiliates, successors,
agents and representatives on any account;


 


(ii)       non-compliance,
in whole or in part, with any obligation set forth in this Agreement by the Indemnifying Party;


 


(iii)       acts,
facts, omissions of any nature, which refer to activities individually developed by the Indemnifying Party outside the scope of this
Agreement;


 


(iv)       operational
or service failures in accordance with the terms and conditions of this Agreement; or


 


(v)       performance
of a manifestly illegal and unlawful act by the Indemnifying Party.


 


14.2       The
obligation of the Indemnifying Party to defend, indemnify and hold the Indemnified Party harmless in relation to any and all events mentioned
above shall apply to any proceeding, claim or any demand, of any nature, made by any third party, including but not limited to, by the
relevant authorities, by the institutions of payment arrangements and/or by the consumer protection bodies against the Indemnified Party,
provided that the terms and conditions of this Section XIV are observed.


 


14.3       The
obligations set forth in this Section XIV shall survive even after the termination of this Agreement, whether as a result of lapse of
time, early maturity and/or any other reason.


 




    23 


     


    

14.4       The
Parties agree that the duty to indemnify referred to in this Section XIV shall only be due after the decision of the action that has
determined the payment of funds by the Indemnified Party becomes final and unappealable. Until the decision becomes final and unappealable,
no amount shall be owed by the Indemnifying Party to the Indemnified Party.


 


14.5       With
due regard for the provisions above, the reimbursement by the Indemnifying Party to the Indemnified Party shall occur within thirty (30)
days after receiving the notice for such purpose sent by the Indemnified Party.


 


14.6       Without
prejudice to the foregoing, the Parties establish that the obligations to indemnify set forth herein do not cover indirect damages and
loss of profits.


 


XV.       CONFIDENTIALITY


 


15.1       Confidentiality.
The Parties acknowledge that each Party and their respective employees and/or subcontractors (“Recipient Party”) may
have access to proprietary or confidential information of the other Party by reason of the performance of the obligations set forth in
this Agreement (“Disclosing Party”), of their respective customers and any other third parties relating to the operations
and business of the Disclosing Party, including, but not limited to, secrets or financial, operational, economic, technical or legal
information, opinions or other documents of the Disclosing Party contained in any physical or digital media, regardless of confidentiality
notice or otherwise provided orally (“Confidential Information”), it being hereby established that the (i) Confidential
Information may only be disclosed to current or future partners, managers, attorneys-in-fact, consultants, agents, employees and subcontractors
of the Recipient Party who need access to Confidential Information by reason of the performance of the obligations set forth in this
Agreement (“Representatives”); (ii) disclosure to third parties, directly or indirectly, in whole or in a party, individually
or jointly, in Brazil or abroad, by any means, of any Confidential Information shall depend on the prior and express written authorization
of the Disclosing Party; and (iii) Confidential Information may not be used for purposes other than those expressly defined in this Agreement.


 


15.1.1.       If
any of the Parties or any of their Representatives are required, by virtue of law, court decision or by determination of any governmental
authority, to disclose any Confidential Information, such Party, without prejudice to timely compliance with the legal or administrative
determination, shall, unless prevented as a result of a certain court order or rule, send notice to the other Party regarding this obligation,
as soon as possible,


 




    24 


     


    

so that the Parties
may, by mutual agreement, take the appropriate measures, including judicial measures, to preserve the Confidential Information. If the
measures taken to preserve the Confidential Information are not successful, only the Confidential Information strictly necessary to the
satisfaction of the legal duty and/or compliance with a court order or of any relevant authority for disclosing the information shall
be disclosed.


 


15.1.2.       The
following information is excluded from the confidentiality commitment: (i) available to the public in a way other than through disclosure
by any of the Parties or by any of their Representatives; (ii) that were already known to the other Party or any of its Representatives
prior to the disclosure of said information as a result of this Agreement; and (iii) that have been proven and independently developed
without the use or reference to the Confidential Information.


 


15.1.3.       The
confidentiality obligations set forth in this Agreement shall remain in force during the term of effectiveness this Agreement, as well
as for an additional period of five (5) years from its respective termination.


 


15.1.4.       All
Confidential Information disclosed within the scope of this Agreement shall remain in the exclusive possession and property of the Disclosing
Party, provided that, upon termination hereof, shall be returned to the Disclosing Party or destroyed with due proof of destruction,
at the discretion of the latter, upon written request to the Recipient Party.


 


XVI.       ANTI-CORRUPTION


 


16.1       The
Parties represent that they, their Affiliates and their shareholders, directly or indirectly – even through their executives, directors,
employees, representatives, third parties or agents of any nature - have never disrespected the Anticorruption Laws, as well as they
have never made or authorized any offer, payment, promise of payment or authorization to pay any monetary value or anything else of value,
including travel, gifts or entertainment, to any Public Agent or person who, in any way, appeared or could represent a Public Agent;
as well as any offer of any monetary value or anything else of value paid was never made, in their interest or for their benefit, to
any Public Agent or person who, in any way, appeared or could represent a public agent for the purpose of:


 


(i)       influence
any act or decision;


 


(ii)       induce
the performance or omission of the performance of any act, including its postponement or advance; or


 




    25 


     


    

(iii)       induce
a Public Agent to use its influence with a governmental authority or affect or influence any act or decision of such governmental authority
or Public Agent.


 


16.2       Likewise,
the Parties, their Affiliates, and their partners/shareholders, directly or indirectly - through their executives, directors, employees,
representatives, or agents of any nature, including any third party who has already acted on their behalf or for their benefit –
have never incurred and shall continue not to incur any payment, offer or promise of payment, of any amounts or anything of value, in
exchange for any improper benefit to the business of the Parties or companies related to them, as well as they have never performed any
act harmful to the public administration.


 


16.3       Along
the same line, the Parties, their Affiliates, and their partners/shareholders, represent that they comply with all measures to prevent
breaches of integrity required or recommended by the anticorruption laws and that they have never been prosecuted or investigated in
any level by the alleged performance of acts punished by the Anticorruption Laws, as well as they have never heard of any news, even
if unofficially, that in any way involved them in the performance or investigation of violations of said Anticorruption Laws.


 


XVII.       GENERAL
PROVISIONS


 


17.1       Entire
Agreement. This Agreement governs and contains all the final provisions and negotiations between the Parties in relation to the matters
discussed herein, superseding any other written or oral documents, contracts or understandings previously executed, which have the same
or part of the subject matter of this Agreement. In particular, the Parties hereby resolve, by mutual agreement and without any penalties
for any of the Parties, that this Agreement shall revoke and supersede, in full and immediately, the following instruments in force and
entered into by and between the Parties:


 


		(i)	Profit
                                            Sharing Agreement entered into, on July 24, 2015, by and between Santander Brasil, Getnet
                                            and, as an intervening consenting party, Interzat Participações Societárias
                                            Ltda., as amended on February 25, 2019;



 


		(ii)	Partnership
                                            Agreement – Reimbursement - Santander Integrated Account entered into by and between
                                            Santander Brasil and Getnet, on August 19, 2016; and



 




    26 


     


    

		(iii)	Accreditation
                                            Business Transfer Commercial Agreement and Other Covenants entered into by and between Santander
                                            Brasil and Getnet, on August 19, 2016.



 


17.2       Without
prejudice to the other obligations set forth in this Agreement, the Parties agree to observe and fully comply with the sections contained
in Exhibit IX to this Agreement, which is an integral and inseparable part to this Agreement.


 


17.3       Assignment.
Neither Party may assign or transfer, in whole or in part, its rights and obligations arising from this Agreement, without the prior
written consent of the other Party.


 


17.4       Amendments.
This Agreement may only be validly amended provided that it is in writing, duly executed by the legal representatives of both Parties.


 


17.5       Binding
nature and succession. This Agreement is irrevocably executed, and its obligations are legal, valid and binding on the Parties and
their successors and heirs, on any account, and enforceable according to the terms hereof.


 


17.6       Waiver.
Failure to exercise any rights or agreement with the failure to comply with any terms or conditions under this Agreement shall not constitute
a waiver of any rights under this Agreement nor shall it prevent the said Party from executing or exercising any of these rights at any
time.


 


17.7       Forbearance.
No forbearance or delay by any of the Parties in enforcing or demanding the performance of the rights and obligations agreed in this
Agreement shall constitute a novation or precedent of any nature. Such forbearance shall not impair or restrict the exercise of the same
rights and obligations in similar future situations, as well as it shall not, in any case, exempt any of the Parties from the full performance
of their obligations as agreed and set forth herein.


 


17.8       Severability.
In the event that any section, term or provision of this Agreement is considered invalid or unenforceable, such invalidity or unenforceability
shall not affect any other sections, terms or provisions contained herein, which shall remain in full force and effect.


 


17.9       Powers
of Representation. The Parties, as well as their respective legal representatives, represent that they are duly authorized to sign
and execute this Agreement, pursuant to their respective social instruments.


 




    27 


     


    

17.10       Communications.
All notices, communications, notifications, waivers or consents set forth in this Agreement shall be in writing and sent by certified
mail, or by any other means that allows proof of receipt by the Parties, including by email, provided that upon virtual proof of receipt.
The address for communication is defined below, and any change of address of one of the Parties must be communicated to the other through
written communication, in accordance with the provisions of this section.


 


SANTANDER BRASIL
(BRASIL) S.A.:


 


Address: Avenida
Presidente Kubitschek, no 2.041 e 2.235, Bloco A, Vila Olímpia


 


São Paulo,
SP


 


CEP 04543.011


 


E-mail: raribeiro@santander.com.br


 


To the Attention
of: Reginaldo Antonio Ribeiro


 


GETNET ADQUIRÊNCIA
E SERVIÇOS PARA MEIOS DE PAGAMENTO S.A.:


 


Av. Pres. Juscelino
Kubitschek, 2041 - cj 121, Bloco A Cond. WTORRE JK - Vila Nova Conceição


 


São Paulo,
SP


 


CEP 04543-011


 


E-mail: planejamento_financeiro@getnet.com.br


 


To the Attention
of: Felipe Silva Marçal


 


17.11       Taxes.
The Parties hereby agree that the payment of all federal, state and municipal taxes, social charges and others arising from tax, labor,
social security or related legislation, charged as a result of this Agreement or in any way connected to it, shall be borne by Party
defined as a taxpayer by the laws and regulations in the manner established therein.


 


		XVIII.	APPLICABLE
                                            LAW AND DISPUTE RESOLUTION



 


18.1       Governing
Law. This Agreement shall be governed by the laws of the Federative Republic of Brazil.


 


18.2       Dispute
Resolution. The Parties expressly agree that any controversies, disputes or claims arising, among others, from the existence, validity,
effectiveness, interpretation, compliance, implementation, termination or breach of this Agreement or in any way related hereto (including
with respect to its exhibits and the existence, validity and effectiveness of this arbitration clause), and any legal relationships associated
with this


 




    28 


     


    

Agreement (“Disputes”)
shall be finally settled by arbitration, as set forth in Exhibit VIII to this Agreement.


 


		XIX.	SIGNATURES
                                            



 


19.1       The
Parties expressly acknowledge the veracity, authenticity, integrity, validity and effectiveness of this Agreement and its exhibits, formed
in digital media, and agree to use and acknowledge, as a valid expression of consent, its signature in electronic format and/or by means
of electronic certificates, including those that use certificates not issued by ICP-Brasil, pursuant to art. 10, § 2, of Provisional
Measure No. 2,200-2, of August 24, 2001.


 


19.2       The
Parties further represent their knowledge and express agreement that this Agreement may be signed digitally, electronically or by hand,
or even in a mixed manner, in the latter case, two different forms of signature may be used, and the representations contained in this
Agreement, signed by any of the above-elected means, including the mixed form, shall be presumed to be true in relation to the Parties,
pursuant to articles 219 and 225 of Law no. 10,406/02 (Civil Code), as well as that expressed in Provisional Measure No. 2,200-2, of
August 24, 2011, as applicable.


 


19.3       The
Parties, for the purposes of validity and legal effectiveness of the digital and/or electronic signatures chosen above, inform the electronic
addresses in section 17.10 of this Agreement, which, once used, shall be assumed to be true in relation to the Parties, making the provisions
of this Agreement suitable, firm and agreed in relation to any agreement signed between the Parties.


 


In Witness Whereof,
the Parties execute this instrument in two (2) counterparts of equal content and form, in the presence of the two (2) undersigned witnesses.


 


São
Paulo, April 16, 2021.


 


[remainder of
the page intentionally left blank]


 




    29 


     


    

[This signature
page is an integral and inseparable part to the Business Partnership Agreement and Other Covenants, entered by and between Santander
Brasil (Brasil) S.A. and Getnet Adquirência e Serviços para Meios de Pagamento S.A., on April 16, 2021]


 


 


SANTANDER BRASIL
(BRASIL) S.A.


 


 


  /s/ Reginaldo
Antonio Ribeiro    /s/ Alessandro Tomao    /s/ Marcelo Labuto  


 


 


GETNET ADQUIRÊNCIA
E SERVIÇOS PARA MEIOS DE PAGAMENTO S.A.


 


  /s/ Gustavo Bahia
Gama Sechin    /s/ Pedro Coutinho  


 


Witnesses:





 





	/s/ Tatiana Kava	 	/s/ Fernanda Castro Ouriques
	Name: Tatiana Kava	 	Name: Fernanda Castro Ouriques
	RG: 2810244 SSP-SC	 	RG: 4091194995









 




    30 


     


    

EXHIBIT I


 


(Net Result of
RAV Business)


 


I – CALCULATION
OF THE NET RESULT OF RAV BUSINESS


 


1.       Without
prejudice to the other obligations set forth in the Agreement, this Exhibit regulates the main terms and conditions applicable to the
Net Result of RAV Business within the scope of the Partnership.


 


2.       The
Parties undertake to comply with the terms and conditions set forth herein in a cumulative manner with the general rules set forth in
the Agreement, in particular, those set forth in Chapter X. In the event of any conflict between the rules set forth herein and the general
conditions contained in the Agreement, the rules contemplated in this Exhibit shall prevail, in what is specific and related to the calculation
of the Net Result of RAV Business.


 


3.       The
Net Result of RAV Business consists of the total revenue arising from the Prepayment of Receivables conducted by Santander Brasil with
the ECs, as a result of this Partnership, less any costs and expenses inherent to the Prepayment of Receivables and borne by Santander
Brasil.


 


4.       Revenues
(accounted for on an accrual basis) shall be considered as those arising from the performance of Prepayment of Receivables operations.


 


5.       Expenses
(accounted for on an accrual basis) shall be considered as:


 


		(i)	Acquiring
                                            expenses: all costs incurred by Santander Brasil to transfer funds to other banks as a result
                                            of the acquisition activities and provision of payment method services carried out by Getnet.
                                            The acquiring expenses shall be calculated taking into account: (a) fees with interbank operations;
                                            (ii) costs with the Interbank Payment Clearing House (CIP); and (iii) costs with processing
                                            of operations; and



 


		(ii)	Expenses
                                            with the Prepayment of Receivables business: (a) the cost incurred by Santander Brasil in
                                            raising the funds necessary to finance the Prepayment of Receivables operations, including
                                            the fees and charges inherent to the operation, but not limited to the tax cost and the cost
                                            related to the Brazilian Deposit Insurance Fund (Fundo Garantidor de Crédito
                                            or FGC) (Funding Cost); (b) the costs incurred by Santander Brasil with technology systems
                                            for the development



 




    31 


     


    

of RAV
activities, considered pro rata to the volume that RAV activities in the Partnership Channels represent in the total volume of
RAV operations carried out by Santander Brasil; (c) all direct taxes levied on revenues from RAV operations in the Partnership Channels,
as provided for in the legislation in force; (d) the costs incurred by Santander Brasil to transfer funds to other banks as a result
of RAV activities carried out in the Partnership Channels; and (e) Santander Brasil’s operating losses related to RAV operations,
considered pro rata to the volume that RAV activities in the Partnership Channels represent of the total volume of RAV operations
carried out by Santander Brasil.


 


6.       For
the purposes of Getnet’s control of the Net Result of RAV Business, Santander Brasil shall prepare separate financial statements
(“RAV Statement”) and monthly Management Reports that shall be sent, together with the RAV Statement, to Getnet by
the last business day of the month following the calculation (“Delivery Date of the Statements”), according to the
model agreed between the Parties.


 


7.       The
monthly calculation of the Net Result of RAV Business from the Prepayment of Receivables operations shall be made pursuant to Chapter
X of this Agreement, with due regard for the revenues and expenses set forth in this Exhibit.


 


II – FINANCIAL
SETTLEMENT


 


8.       The
result of RAV Business calculated according to the above rules shall be fully attributable to Getnet, i.e.:


 


		(i)	if the
                                            Result of RAV Business is greater than zero (profit), Santander Brasil shall pay Getnet
                                            the calculated amount; and/or



 


		(ii)	if the
                                            Result of RAV Business is less than zero (loss), Getnet shall pay Santander Brasil
                                            the calculated amount.



 


9.       Payments
for the settling of accounts shall be made, in national currency, from Santander Brasil to Getnet, or from Getnet to Santander Brasil,
as the case may be, within the periods indicated below, counted as from the date of delivery of RAV Statement:


 


		(i)	10th
                                            business day: DRE submission (memory-aid spreadsheet) by Santander Brasil’s finance
                                            department;



 




    32 


     


    

		(ii)	11th
                                            business day: submission of the result transfer summary spreadsheet by Getnet;



 


		(iii)	13th
                                            business day: verification, validation and release for issuing the invoice by Santander
                                            Brasil’s department of operations;



 


		(iv)	13th
                                            business day: issue of invoice by Getnet;



 


		(v)	14th
                                            business day onwards: the accounts payable department (GCP) shall have an average period
                                            of 7 to 10 business days for receipt, accounting via SAP, approval and payment with maturity
                                            date scheduled for the last day of the month.



 


10.       In
the event that Santander Brasil or Getnet, as the case may be, made an overpayment or underpayment for settling of accounts relating
to the Result of RAV Business due to an error that is subsequently duly recognized by mutual agreement between the Parties, said amount
(i) if overpaid, shall be deducted from any future payments to be made by Santander Brasil to Getnet (or by Getnet to Santander Brasil,
as the case may be) or, if there is no sufficient payment flow to offset all the amounts, a reimbursement shall be made within thirty
(30) days after Santander Brasil or Getnet, as the case may be, is notified about it; or (ii) if underpaid, it shall be computed in the
next calculation period.


 




    33 


     


    

EXHIBIT II


 


(Description of Getnet
Products)


 


Without prejudice
to others that may be agreed between the Parties, through electronic mail, it is hereby established that Getnet Products shall cover
the following services and solutions:


 


		(i)	Payment
                                            Services in a Physical Environment:



 


		a)	Sale or
                                            lease of Acquiring Equipment, including, but not limited to, POS and PinPads;



 


		a)	Integrated
                                            solutions;



 


		b)	Auttar
                                            Services;



 


		(ii)	Payment
                                            Services in a Digital Environment:



 


		a)	Integration
                                            methods;



 


		b)	Fraud management
                                            tool;



 


		c)	Digital
                                            safe box;



 


		d)	Recurrence
                                            tool;



 


		e)	Payment
                                            split;



 


		f)	Online
                                            store;



 


		g)	GetPay;



 


		h)	Getdata;



 


		i)	Support
                                            for alternative payment methods;



 


		j)	Marketplace.



 




    34 


     


    

EXHIBIT III


 


(Santander Counter
Service Compensation)


 


1.       Without
prejudice to the other obligations set forth in the Agreement, this Exhibit regulates the main terms and conditions applicable to the
Santander Counter Service Compensation within the scope of the Partnership.


 


2.       The
Parties undertake to comply with the terms and conditions set forth herein in a cumulative manner with the general rules set forth in
the Agreement, in particular, those set forth in Chapter X. In the event of any conflict between the rules set forth herein and the general
conditions contained in the Agreement, the rules contemplated in this Exhibit shall prevail, in what is specific and related to the Santander
Counter Service Compensation.


 


3.       In
consideration for the provision of Distribution services via Santander Counter Service, Santander Brasil shall be entitled to a monthly
fee, corresponding to [...]% of the Eligible Billing (as defined below) of the relevant month.


 


3.1.       For
the purposes of this Agreement, “Eligible Billing” means the amount of billing calculated for the Merchants, in the period
of one month, whose revenue with the Net Merchant Discount Rate (MDR) generated by the Merchants collected through Distribution via Santander
Counter Service, discounted from the fee of the brand (institution of payment arrangements) and from any other commercial incentives
paid and/or disbursed by Getnet, such as discounts and rebates, is positive after applying the compensation of [...]% defined as Santander
Counter Service Compensation.


 


4.       The
calculation and payment of the Santander Counter Service Compensation shall observe the following schedule:


 


		(i)	10th
                                            Business Day of each month: submission of a spreadsheet to Santander Brasil, by Getnet,
                                            with a statement of the Net MDR verified in the previous month;



 


		(ii)	12th
                                            Business Day of each month: validation of the spreadsheet with a statement of the Net
                                            MDR by Santander Brasil’s department of operations;



 


		(iii)	15th
                                            Business Day of each month: issue of invoice by Santander Brasil for payment by Getnet;



 


		(iv)	20th
                                            Business Day of each month: payment by Getnet.



 




    35 


     


    

5.       The
payment of the amounts owed to Santander Brasil as Santander Counter Service Compensation shall observe the general rules contained in
Section X of this Agreement.


 




    36 


     


    

EXHIBIT IV


 


(Offers, Sale
and Lease Reimbursement)


 


I – CALCULATION
OF THE VOLUME OF SPECIAL CONDITIONS


 


1.1       The
Parties agree that Getnet shall be responsible for calculating, on a monthly basis, (i) the volume of discounts granted on the lease
of Means of Capture or on other Getnet Products by reason of the Special Conditions of Santander Integrated Account; (ii) the number
of Means of Capture sold and the respective subsidized amounts; and (iii) the differences in rates charged for the MDR and Prepayment
of Receivables, in addition to monthly sending to Santander Brasil a statement, pursuant to the section below, for Santander Brasil to
validate the amounts calculated for the payment of the Sale and Lease Reimbursement to Getnet, under the terms set forth herein.


 


1.2       The
aforementioned statement shall observe the model to be defined between the Parties and present: (i) the number of customers who have
Means of Capture with lease discounts granted by reason of the Special Conditions of Santander Integrated Account; (ii) the amount corresponding
to the sum of the lease amounts charged in the Means of Capture with discounts granted by reason of the benefits of Santander Integrated
Account; (iii) the amount of the Sale and Lease Reimbursement to be paid by Santander Brasil to Getnet, according to the percentages
established in section 2 below (“Sale and Lease Reimbursement Statement”); (iv) the MDR and Prepayment of Receivables
rates charged in the Retail segments that are below the parameters defined in the Combo or Insert Offers.


 


II – CONDITIONS
OF THE REIMBURSEMENT


 


2.1       The
Sale and Lease Reimbursement shall be limited to   [...] percent ([...]%) of the sum of the lease amounts of the Means of Capture and
the subsidized portion of the Means of Capture sold at Santander Counter Service at the time of accreditation, which include discounts
granted by reason of the Special Conditions of Santander Integrated Account, or other offers jointly made between Santander Brasil and
Getnet. The MDR and Prepayment of Receivables Rate Reimbursement shall be limited to [...] percent ([...]%) of the difference in
the amounts earned between the rates calculated in relation to those charged when compared to the Combo or Insert Offers.


 


2.2       Except
for the benefits, incentives and/or discounts granted in the context of the Getnet Rebate for purposes of retaining or conquering Strategic
Customers, there shall


 




    37 


     


    

be no reimbursement
when the granting of the discount in the Means of Capture is carried out directly by Getnet by reason of commercial negotiation/agreement
made by it with the ECs. Getnet is responsible for informing in the said Statement the ECs that may have been awarded such discount.


 


III – CALCULATION
AND PAYMENT OF THE REIMBURSEMENT


 


3.1       The
calculation and payment of the Sale and Lease Reimbursement shall observe the following schedule:


 


		(i)	10th
                                            Business Day of each month: submission of a spreadsheet, by Getnet to Santander Brasil,
                                            with the Lease Reimbursement Statement in relation to the previous month;



 


		(ii)	15th
                                            Business Day of each month: validation by Santander Brasil of the submitted spreadsheet;



 


		(iii)	Up to
                                            the 5th of the following month: payment by Santander Brasil of the Lease Reimbursement
                                            amount.



 




    38 


     


    

EXHIBIT V


 


(Compensation
for Origination of Credit Operations)


 


1.       Without
prejudice to the other obligations set forth in the Agreement, this Exhibit regulates the main terms and conditions applicable to the
Compensation for Origination of Credit Operations within the scope of the Partnership.


 


2.       The
Parties undertake to comply with the terms and conditions set forth herein in a cumulative manner with the general rules set forth in
the Agreement, in particular, those set forth in Chapter X. In the event of any conflict between the rules set forth herein and the general
conditions contained in the Agreement, the rules contemplated in this Exhibit shall prevail, in what is specific and related to the Compensation
for Origination of Credit Operations.


 


3.       In
consideration for the provision of Credit Operations Origination services, Getnet shall be entitled to a monthly compensation, corresponding
to  [...] percent ([...]%) of the total volume of Credit Operations originated by it in the immediately preceding month.


 


6.       The
calculation and payment of the Compensation for Origination of Credit Operations shall observe the following schedule:


 


		(i)	10th
                                            Business Day of each month: submission of a spreadsheet, by Santander Brasil to Getnet,
                                            with a statement of the Credit Operations originated by it in the previous month;



 


		(ii)	15th
                                            Business Day of each month: validation by Getnet of the submitted spreadsheet;



 


		(iii)	Up to
                                            the 5th of the following month: issue of invoice by Getnet for payment by Santander
                                            Brasil;



 


		(iv)	Up to
                                            the 10th of the following month: payment by Santander Brasil.



 


7.       The
payment of the amounts owed by Santander Brasil to Getnet as Compensation for Origination of Credit Operations shall observe the general
rules contained in Section X of this Agreement.


 




    39 


     


    

EXHIBIT VI


 


(Compensation
for Generation of Leads)


 


1.       Without
prejudice to the other obligations set forth in the Agreement, this Exhibit regulates the main terms and conditions applicable to the
Compensation for Generation of Leads within the scope of the Partnership.


 


2.       The
Parties undertake to comply with the terms and conditions set forth herein in a cumulative manner with the general rules set forth in
the Agreement, in particular, those set forth in Chapter X. In the event of any conflict between the rules set forth herein and the general
conditions contained in the Agreement, the rules contemplated in this Exhibit shall prevail, in what is specific and related to the Compensation
for Generation of Leads.


 


3.       In
consideration for the provision of services of Generation of Leads, Getnet shall be entitled to a monthly compensation according to the
number and modality of leads generated that have resulted in new Santander Brasil customers in the immediately preceding month, with
due regard for the table below:


 





	Segment	Price (R$)
	 [...] 	 [...] 
	 [...] 	 [...] 
	 [...] 	 [...] 


 


 * [...] 


 


 


4.       The
calculation and payment of the Compensation for Generation of Leads shall observe the following schedule:


 


		(i)	10th
                                            Business Day of each month: submission of a spreadsheet, by Santander Brasil to Getnet,
                                            with a statement of the leads generated that have resulted in new Santander Brasil customers
                                            in the previous month;



 


		(ii)	12th
                                            Business Day of each month: validation by Getnet of the submitted spreadsheet;



 


		(iii)	15th
                                            Business Day of each month: issue of invoice by Getnet for payment by Santander Brasil;



 




    40 


     


    

		(iv)	20th
                                            Business Day of each month: payment by Santander Brasil.



 


5.       The
payment of the amounts owed by Santander Brasil to Getnet as Compensation for Generation of Leads shall observe the general rules contained
in Section X of this Agreement.


 




    41 


     


    

EXHIBIT VII


 


(Getnet Rebate
and Rebate Reimbursement)


 


I – CALCULATION
OF THE VOLUME OF GETNET REBATE


 


1.1.       The
Parties agree that Getnet shall be responsible for calculating, on a monthly basis, the volume of the Getnet Rebate granted to Strategic
Customers, and monthly sending to Santander Brasil a statement, pursuant to the section below, for Santander Brasil to validate the amounts
calculated for the purposes of Rebate Reimbursement to Getnet, under the terms set forth herein.


 


1.2.       The
aforementioned statement must observe the model to be defined between the Parties and present: (i) the number of customers who benefit
from Getnet Rebate within the scope of the Acquiring Business; (ii) the total amount corresponding to the discounts granted as a Getnet
Rebate; (iii) the amount of the Rebate Reimbursement to be paid by Santander Brasil to Getnet, according to the percentage established
in section 2.1 below (“Rebate Reimbursement Statement”).


 


II – PAYMENT
CONDITIONS OF THE REBATE REIMBURSEMENT


 


2.1       The
Rebate Reimbursement shall correspond to   [...] percent ([...]%) of the sum of the Getnet Rebate granted to Strategic Customers.


 


2.2       The
calculation and reimbursement of Getnet Rebate must observe the following schedule:


 


		(i)	15th
                                            Business Day of each month: submission of a spreadsheet, by Getnet to Santander Brasil,
                                            with the Rebate Reimbursement Statement in relation to the previous month;



 


		(ii)	18th
                                            Business Day of each month: validation by Santander Brasil of the submitted spreadsheet;



 


		(iii)	5th
                                            Business Day of each subsequent month: payment by Santander Brasil of the Rebate Reimbursement
                                            amount.



 




    42 


     


    

EXHIBIT VIII


 


(Dispute Resolution
Procedure)


 


1.       Amicable
Solution. The Parties agree that, before starting an arbitration to resolve any Dispute, they shall attempt to negotiate an amicable
settlement agreement for said Dispute, within a period not exceeding twenty (20) Business Days counted as from the receipt by a Party
of notice on the existence of the Dispute, sent by the other Party.


 


2.       Arbitration.
Upon expiry of the period established in item (i) above or if it is impossible to obtain an amicable solution, the Interested Party shall
submit the Dispute to arbitration, before the Arbitration and Mediation Center of the Brazil-Canada Chamber of Commerce (“CCBC”),
according to the CCBC Arbitration Rules in force on the date of the request for the commencement of arbitration (“CCBC Rules”),
with the exception of the changes set forth herein. Any dispute related to the commencement of the arbitration shall be settled in a
final and binding manner by the arbitrators according to this Section 2.


 


3.       Tribunal
Composition. The arbitration proceeding shall be conducted by an arbitration tribunal (“Arbitration Tribunal”),
composed of three (3) arbitrators, with one (1) arbitrator being appointed by the plaintiff and one (1) arbitrator being appointed by
the defendant. If there is more than one plaintiff and/or more than one defendant, the plaintiffs and/or defendants shall jointly appoint
their respective arbitrator. The two (2) arbitrators thus appointed shall appoint, by mutual agreement, the third arbitrator, who shall
act as the chairman of the Arbitration Tribunal, within the period provided for in the CCBC Rules. If any of the three (3) arbitrators
is not appointed within the period provided for in the CCBC Rules, CCBC shall be responsible for appointing him/her/them according to
the CCBC Rules. Any and all disputes regarding the appointment of arbitrators by the parties, as well as the choice of the third arbitrator,
shall be settled by CCBC.


 


4.       Venue,
Language and Applicable Law. The venue of the arbitration shall be the City of São Paulo, State of São Paulo, Brazil,
where the arbitration award shall be rendered, and it shall be conducted in Portuguese. The Arbitration Tribunal shall apply the Brazilian
Law, the decision based on equity being forbidden.


 


5.       Measures
and Execution. The Arbitration Tribunal may grant the urgent, provisional and definitive measures it deems appropriate, including
those directed to the specific performance of the obligations set forth in this Agreement. Any order, decision, determination or award
rendered by the Arbitration Tribunal shall be considered final and binding on the Parties and their successors, who expressly waive any
appeal. The


 




    43 


     


    

arbitration award
may be executed before any judicial authority that has jurisdiction over the parties and/or their assets.


 


6.       Supporting
Judicial Court. The Parties elect the Courts of the Judicial District of São Paulo, State of São Paulo, to the exclusion
of any other, no matter how privileged it may be, for the exclusive purposes of: (a) ensuring the commencement of the arbitration; and
(b) obtaining urgent measures to protect or safeguard rights prior to the Establishment of the Arbitration Tribunal, without this being
considered as an act of waiver to the arbitration. Any measures granted by the Judicial Branch shall be immediately notified to the CCBC
by the party that requested such measure. The Arbitration Tribunal, once established, may review, maintain or revoke the urgency measures
granted by the Judicial Branch.


 


7.       Costs.
Each party shall bear the costs and expenses that it gives rise to during the arbitration and the parties shall apportion in equal parts
the costs and expenses whose cause may not be attributed to one of them. The arbitration award shall assign the losing party, or both
parties, to the extent that their claims are not accepted, the final responsibility for the cost of the proceeding, including attorney’s
fees for loss of suit.


 


8.       Confidentiality.
The Parties undertake not to disclose (and not to allow the disclosure of) any information that they become aware of and any documents
presented at the arbitration, which are not otherwise in the public domain, any evidence and materials produced in the arbitration and
any decisions rendered in the arbitration, unless and to the extent that (a) the duty to disclose such information arises from the Law;
(b) the disclosure of such information is required by a Government Authority or determined by the Judicial Branch; (c) such information
is made public by any other means unrelated to the disclosure by the Parties or their affiliates; or (d) the disclosure of such information
is necessary for one of the Parties to appeal to the Judicial Branch in the cases provided for in Law No. 9,307/96. Any and all disputes
regarding the obligation of confidentiality established herein shall be finally settled by the Arbitration Tribunal.


 


9.       Consolidation.
In order to facilitate the resolution of related disputes, the Arbitration Tribunal may, at the request of one of the Parties, consolidate
the arbitration proceeding with any other pending arbitration proceeding involving the resolution of Disputes arising from this Agreement,
the Agreement and/or disputes related to any other Transaction Document. The Arbitration Tribunal shall consolidate the proceedings provided
that (a) there are common matters of fact and/or law between them; and (b) the consolidation in these circumstances does not result in
losses arising from delays in resolving disputes. In case of conflicting decisions on the consolidation of proceedings,


 




    44 


     


    

the decision of
the first established arbitration tribunal, which shall have jurisdiction to conduct the consolidated arbitration proceeding, shall prevail.
The consolidation decision shall be final and binding on all parties involved in the disputes and arbitration proceedings subject matter
to the consolidation order.


 


10.       The
Parties agree to use all their efforts to reach a prompt, economical and fair resolution of any Dispute.


 


11.       The
capitalized terms not expressly defined in this Exhibit VIII or in the Agreement shall have the meanings ascribed to them in the Agreement.


 




    45 


     


    

EXHIBIT IX


 


The Sections below
refer to certain rules, regulations, legislation and policies which the Parties agree to fully observe and comply with.


 


A)       Anti-Money
Laundering


 


The Parties understand
and accept that they are legal entities subject not only to the Brazilian law and international agreements on anti-money laundering and
operational risks, but also to the rules and standards of conduct defined by the U.S. legislation called SOX – Sarbanes Oxley and
by Law no. 12,846, of August 1st, 2013. In this regard, if there is a suspicion of any illegal practice or in violation of
this Agreement by one of the Parties, it shall be at the sole discretion of the non-breaching Party to terminate the contractual relationship
under the terms of the termination clause of this Agreement, regardless of justification.


 


B)       Communication
of Ethical Deviations


 


Conflicts of an
ethical nature, misconduct and any reports or complaints about non-compliance with ethical precepts must be communicated to the Reporting
Channel through the Telephone number: 0800 602 1450, toll-free, available 24 hours a day, seven days a week, or through the Website:
www.contatoseguro.com.br, by filling out an electronic form. In all available contact channels, the reporter may identify himself/herself
or make an anonymous report. Secrecy and confidentiality are guaranteed, and all reports and complaints shall be properly investigated.


 


C)       Getnet
Code of Ethical Conduct


 


The Parties, their
representatives, third parties or subcontractors represent to be aware and in agreement with the Getnet Code of Ethical Conduct, available
on the website: https://site.getnet.com.br/downloads/, undertaking to respect it
in its entire content and form. Failure to comply with the said guidelines shall be considered a serious violation and may give rise
to the termination of the agreement for cause, which shall automatically lead to the right to withhold payments and/or suspend the compliance
with other obligations, as well as the obligation of Santander Brasil to indemnify Getnet for losses and damages that may be incurred
and proven.


 


D)       Social
and Environmental Obligations


 


The Parties recognize
the importance and undertake, by themselves and their employees, to respect and contribute to the compliance with the constitutional
principles, fundamental rights and guarantees, and social rights provided for in the Federal Constitution, such as, but not limited to:
(i) prevent any form of discrimination; (ii) respect


 




    46 


     


    

the environment;
(iii) repudiate slave and child labor; (iv) guarantee the freedom of its employees to join unions and collectively negotiate labor rights;
(v) contribute to a safe and healthy work environment; (vi) prevent moral and sexual harassment; (vii) share this commitment to social
responsibility in the supply chain; (viii) work against corruption in all its forms, including extortion and bribery.


 


E)       Diversity


 


The Parties undertake
to base their conduct on the principles of ethics, non-discrimination, isonomy and respect for the freedom and self-determination of
human beings, respecting and promoting diversity, refraining from all forms of prejudice and discrimination, so that no person, whether
within their institution and/or Party’s facilities, receives discriminatory treatment based on their race, skin color, ethnic origin,
nationality, social position, age, religion, gender, sexual orientation, personal aesthetics, physical, mental or psychic condition,
marital status, opinion, political conviction or any other differentiating factor. Discriminatory practices are considered as all actions
or omissions carried out by reason of the aforementioned factors that violate the principle of equality. Also, in order to prevent the
practice of discriminatory conduct and spread respect for all forms of manifestation of the human diversity, the Parties undertake to
carry out training, at least annually, aimed at their employees directly involved in the provision of services and/or supply subject
matter of this Agreement, based on respect for diversity, isonomy, repudiation of discriminatory conduct, even obliging themselves to
carry out training for each new employee who joins the operation. Whenever requested by one of the Parties, the other Party shall prove
compliance with these provisions.


 


F)       Procedures
to Prevent the Performance of Acts against the Public Administration


 


The Parties, by
themselves and their managers, directors, employees and agents, agree to:


 


(i)       conduct
their business practices ethically and in accordance with the applicable legal precepts;


 


(ii)       repudiate
and not allow any action that may constitute a harmful act pursuant to Law No. 12,846, of August 1st, 2013, and related legislation;


 


(iii)       have
or undertake to implement, during the term of effectiveness of any agreement, a compliance and training program aimed at preventing and
detecting violations of the anti-corruption rules and requirements established in each agreement; and


 


(iv)       immediately
notify the other party if they have knowledge or suspicion of any conduct that constitutes or may constitute a practice of bribery or
corruption related to


 




    47 


     


    

the negotiation,
completion or execution of the agreement, and hereby represent that they have not made and shall not make any payment, nor have they
granted or shall grant benefits or advantages to any government authorities, or to consultants, representatives, partners or third parties
related to them, with the purpose of influencing any act or decision of the public administration or ensuring any improper advantage,
obtaining or preventing business, or obtaining any improper benefit.


 


G)       General
Data Protection Law


 


The Parties agree,
whenever applicable, to act in existing contracts to which they are parties, in accordance with the rules of the Brazilian legislation
on the Protection of Personal Data (“LGPD”) – Law No. 13,709/2018 and in accordance with the provisions of the supervisory
body on the matter, ANPD - National Data Protection Authority.


 


The Parties must:


 


a)       observe
and comply with the legal rules in force and applicable to the processing and protection of personal data, including, but not limited
to, the General Data Protection Law (Law No. 13,709/2018), as well as the instructions of the other Party regarding the matter, under
penalty of bearing damages, losses, expenses, fines, penalties and attorneys’ fees that arise as a result of non-compliance, which
is the reason for early termination of the agreement executed without application of fine or indemnification to the non-breaching Party.


 


b)       in
case of leakage of personal and sensitive data involving the subject matter of any agreement entered into by and between the Parties,
the Parties undertake to report it in writing, immediately after identifying the incident, and also undertake to inform the measures
taken to solve or mitigate the problem.


 


c)       undertake
to obtain the express and specific consent of the data subject in the case of sharing sensitive data, including data of children and
teenagers, as determined by Law No. 13,709/18.


 


d)       keep
a record of the operations for the processing of personal and sensitive data that they carry out, as well as implement technical measures
necessary to protect the data against accidental or unlawful destruction, loss, alteration, unauthorized access and leakage, in addition
to ensuring that the environment, regardless of whether physical or digital, used for the processing is structured in order to meet the
security requirements, the standards of good governance practices and the principles provided for in the legislation and in other applicable
regulatory rules.


 


e)       certify
to the other Party that its employees, representatives, agents, suppliers or any third party connected to them shall also be acting in
accordance with the Agreement and the provisions of the General Data Protection Law.


 




    48 


     


    

f)      undertake
to assist each other in ensuring compliance with the obligation to respond to requests from data subjects, acting in accordance with
specific business laws and the General Data Protection Law.


 


g)       undertake
to preserve the personal data processed, for the execution of the agreement between the parties, for the time necessary according to
its purpose. They also agree to the elimination of such data through a safe measure, when the purpose of the treatment is completed,
in addition to compliance with the statutes of limitations for performance of legal obligations, as well as legal actions and inspections.


 


The Parties are
not authorized to share with third parties the personal and sensitive data arising from the agreement between them, as well as they may
not use this data to promote their services or products, without the express consent of the personal or sensitive data subject for such
purposes, under the penalties provided for in the General Data Protection Law and other applicable legislation.


 


The Parties may
not transfer personal data to any subcontractor without the proper written approval of the other Party. In the case of outsourcing to
a subcontractor, the Party that intends to promote the outsourcing shall ensure that the subcontractor contractually assumes the performance
of the obligations contained in the agreement, including those referring to the rules of the General Data Protection Law. If the subcontractor
fails to comply with the protection of the personal data of the subjects, the responsible Party shall be held liable for any damages
arising from this situation.


 


Upon the execution
of this Agreement, the Parties represent that they are aware of and agree to indemnify the non-breaching Party, as the case may be, regardless
of any other penalty that may be attributed to it, from and against all material and/or moral damages arising from any breach of the
protection rights relating to the personal and sensitive data of its subjects to which it has access during the term of effectiveness
of the agreement, including the period after the termination thereof.


 


H)       Information
Security:


 


1.       The
Parties shall, as the case may be:


 


a)       Fully
comply with the minimum information security obligations and requirements established by the other Party during the term of effectiveness
hereof. In the case of Getnet, such obligations and requirements are set forth in its Information Security Policy and are accessible
to any interested third parties on the website https://site.getnet.com.br/wp-content/uploads/2020/11/PL_Seguranca_Informacao_Cibernetica_.pdf.pdf


 


b)       formally
communicate to the other Party, without due delay, any and all information security incident that may compromise the services provided
to the other Party, through the Information Security Incident Report (“RISI”) model, to be agreed between the Parties. Information
security incidents that must be formally reported, with


 




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the presentation
of the relevant corrective actions, not excluding other cases that may occur to the parties, are considered as:


 


		i.	Improper or
                                            unauthorized physical access by one of the Parties to the facilities, systems or information
                                            belonging to the other Party;



 


		ii.	Employee
                                            or service provider connected to one of the Parties who has not executed a Non-Disclosure
                                            Agreement (NDA) with the other Party;



 


		iii.	Employee
                                            or service provider connected to one of the Parties without the qualification required to
                                            perform the contracted activities;



 


		iv.	Security
                                            controls implemented by one of the Parties that are not effective, related to the confidentiality,
                                            integrity and availability of information from the data and files of the relevant Party;



 


		v.	Non-compliance
                                            with the other Party’s information security policies and procedures;



 


		vi.	Changing
                                            one Party’s Information, stored in the computer systems of the other Party;



 


		vii.	Removal/copy/transfer
                                            of information from one of the Parties (digital or not) to an unauthorized location;



 


		viii.	Execution
                                            of changes or modifications in the environment without formal authorization, set forth in
                                            the other Party’s internal processes;



 


c)       Have
sufficient capacity to ensure that the levels of continuity of the agreed services shall be maintained, even after a disaster or failure
of its main services.


 


d)       Have
an implemented and documented Information Security Incident Notification and Management process, for the purposes set forth in item b)
above, according to the model defined between the Parties.


 


e)       Provide,
when requested by the other Party, the information security requirements that must be demanded from its own suppliers.


 


f)      Immediately
notify the other Party of the resignation or voluntary withdrawal of any of its employees and/or subcontractors who are carrying out
activities related to the agreement entered into by and between the parties.


 


g)       Whenever
requested by one of the Parties, the other Party shall provide independent audit reports, such as the audits of Certification Bodies
of ISO 27001, as well as corrective actions arising from non-conformities identified during the audit, with the respective terms for
implantation. These documents may be made available at the facilities of one of the Parties for analysis and verification by the other
Party.


 


2.       The
obligations set forth in this section shall always prevail in case of doubt, and unless otherwise expressly stated in other related instruments
executed between Getnet and Santander Brasil, regarding the secrecy of Confidential Information.


 




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3.       Each
of the Parties reserves the right to monitor, critically analyze and audit the services provided by the other Party, provided that this
decision is communicated five (05) business days in advance.


 


3.1.       The
monitoring of the services provided may be monthly carried out, based on the SLA (Service Level Agreement) established between the parties,
to verify compliance with the requirements agreed in this Agreement.


 




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