Exhibit 4.1


SERVICES AGREEMENT FOR BRAZILIAN DEPOSITARY
RECEIPT (BDRs) ISSUING DEPOSITARY BANK


By this Services Agreement for Brazilian Depositary Receipt
Issuing Depositary Bank, hereinafter simply referred to as “Agreement”, the parties of which are:


(a) BANCO BRADESCO S.A., financial institution with
its principal place of business in Núcleo Cidade de Deus, Vila Yara, no number, Osasco, State of São Paulo, enrolled with
the National Corporate Taxpayers Register of the Ministry of Economy (CNPJ/ME) under No. 60.746.948/0001-12, herein presented by
its legal representatives undersigned (“BRADESCO”); and


(b) NU HOLDINGS LTD., foreign company organized under
the laws of Cayman Islands, with office in Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010,
Cayman Islands, enrolled with the CNPJ/ME under No. 24.410.913/0001-44, herein duly presented by its legal representative (“PRINCIPAL”);


BRADESCO and PRINCIPAL jointly referred to as
“Parties” or individually as “Party”.


RECITALS:


I. WHEREAS BRADESCO is a financial institution qualified
and authorized, by the Central Bank of Brazil and the Brazilian Securities Commission (“CVM”), to provide services for the
issue, deposit and bookkeeping of securities deposit certificates, pursuant to articles 27, 34, sole paragraph, and 43 of Law No. 6,404,
of December 15, 1976, as amended (“LSA”), and CVM Resolution No. 33, of May 19, 2021; according to the relevant
legislation, in particular, but not limited to, CVM Instruction No. 332, of April 4, 2000 (“ICVM 332”), and Resolution
No. 3, of August 11, 2020, and the authorizations granted to it by the relevant authorities;


II. WHEREAS PRINCIPAL is a company with principal place
of business abroad, issuer of shares that shall back BDRs, in process of registration with CVM as a foreign issuer, as well as of its
BDR Program – Level III Sponsored pursuant to Article 3, item III, of ICVM 332; and


III. WHEREAS PRINCIPAL resolves to contract BRADESCO
for the provision of Depositary Institution services within the scope of the BDR Program, which shall be backed by shares issued by it.


The Parties named and qualified above, undersigned, duly represented
by their legal representatives, as set forth in their organizational documents or other documents, hereby agree to this Agreement, pursuant
to the following sections and conditions:


SECTION ONE


DEFINITIONS


“Share(s)” – Class A Common
Share(s) issued by PRINCIPAL.


“Central Bank” – Central Bank of
Brazil.


“BDRs” – Brazilian Depositary Receipts,
to be issued by BRADESCO under the terms of this Agreement and the applicable legislation, within the scope of a BDR Program –
Level III, sponsored by PRINCIPAL. Each BDR shall (i) represent a percentage of a Share, which shall be timely defined at
the time of launch of the initial public offering, and which shall be deposited with the Custodian, (ii) be issued by BRADESCO
in registered book-entry form, integers, without fractions, and (iii) be negotiable on an organized over-the-counter market and on
a stock exchange. Each BDR shall grant its holder all rights and benefits proportional to the percentage of Shares it represents, provided
that the exercise of the rights granted to the Beneficiaries shall be subject to the terms and conditions set forth in this Agreement.




    	 



    	 



    

 


 



“Beneficiaries” – Individual or legal
entity in whose name a BDR may be registered in BRADESCO’s deposit accounts held for this purpose.


“B3” – B3 S.A. - Brasil, Bolsa e
Balcão.


“Brazilian Civil Code” – Law No. 10,406,
of January 10, 2002, as amended.


“Custodian” – The Bank of New York
Mellon, as agent of BRADESCO, for the purposes of this Agreement, and any other company that may in the future be appointed custodian
by BRADESCO, subject to prior written acceptance by the CUSTODIAN.


“CVM” – Brazilian Securities Commission.


“Business Days” – Days in which banks
are open in the Cities of São Paulo and New York.


“Proportion of BDRs’ Backing” –
a percentage of a Share, defined according to the initial public offering.


SECTION TWO


PURPOSE


2.1. The purpose of this Agreement is to regulate the terms
and conditions under which BRADESCO shall provide the Depositary Institution services, with the obligation to proceed with the
issue, deposit and bookkeeping of PRINCIPAL’s Brazilian depositary receipts (the BDRs), under the terms of the applicable
legislation.


SECTION THREE


DESCRIPTION OF THE SERVICES


3.1. Registration of the BDR Program with CVM – BRADESCO,
as an issuing and depositary institution, together with PRINCIPAL, shall provide for registration with CVM of the Sponsored BDR
Program – Level III.


3.2. Issue of BDRs – BRADESCO shall issue BDRs,
in registered book-entry form, backed by PRINCIPAL’s Shares that are deposited in its name with the Custodian.


3.2.1. For the issue of BDRs, the Beneficiary,
under its responsibility, may, at any time, instruct a Brazilian brokerage firm that acts together with a foreign brokerage firm to carry
out the purchase and/or deposit of Shares abroad, with the purpose of backing the issue of BDRs in Brazil, making the deposit of the Shares
with the Custodian.


3.2.2. In the purchase of Shares abroad,
which shall back the issue of BDRs, the brokerage firm shall provide for the contracting and closing of exchange, with the specific nature
for the BDR Program, in addition to the submission of the purchase brokerage bill and other documents that may be required by the financial
institution responsible for closing the exchange.


3.2.3 Upon receiving the information related
to the foreign exchange operations mentioned in Section 3.2.2 above, BRADESCO shall register the corresponding currency operations
and the relevant changes in the ownership records of the BDRs in the registry books: (i) the Custodian shall receive the information
from the Brazilian custody agent or brokerage firm, stating which custody agent and customer in Brazil should receive the BDRs; (ii) upon
receipt of the information, the Custodian shall inform BRADESCO of the Shares received by the Custodian through communication
from PRINCIPAL or any other accepted in this Agreement; (iii) the fees related to the issue of BDRs shall be transferred to
the Beneficiary as described in item 4 of Exhibit I to this Agreement; and (iv) all documents relevant to the BDRs purchase process
shall be sent to BRADESCO.


3.3. Only after delivery of: (i) Beneficiaries’
information (communication from PRINCIPAL); (ii) issue fee; (iii) instruction to issue BDRs; (iv) copy of the FX agreement
for payment of Shares abroad; (v) copy of the brokerage bill, and (vi) verification of documents, BRADESCO shall issue
the relevant BDRs.




    	 



    	 



    

 


 



3.4. Information to the Central Bank, CVM and Relevant Authorities
– BRADESCO shall communicate to the Central Bank and other relevant authorities, in the manner and within the term provided
for in the regulations in force, about the operations that occurred in relation to the BDRs, including, without limitation, the name of
the Beneficiaries, as amended from time to time, and the cancellation of BDRs.


3.4.1. BRADESCO agrees to provide
CVM, at any time and within the term that may be determined by the latter, any information and documents relating to the approved BDR
Program and the issued BDRs, keeping the statements that reflect the daily operation of issued and canceled BDRs up to date and available.


3.5. Implementation of data – BRADESCO shall implement
in its system the name and qualification of the Beneficiaries, the respective number, type and form of the BDRs and any existing liens,
according to the reports provided by the Custodian through communication from PRINCIPAL, by PRINCIPAL, or by B3,
as set forth section 3.2.2 above.


3.6. Registration of BDRs – BRADESCO shall maintain,
on behalf of each Beneficiary, or on behalf of B3, for investors who wish to hold their BDRs in custody, a registration of the BDRs, being
responsible for the bookkeeping, control and custody of the books, keeping CVM informed and available to it any and all facts related
to the BDRs or PRINCIPAL.


3.6.1. The BDRs may be kept in custody at
B3, and it is possible to withdraw from custody for registration in PRINCIPAL’s BDRs Registry Book maintained by BRADESCO.


3.6.2. Ownership of the BDRs shall be presumed
through the extract to be provided by BRADESCO to the BDR holders who maintain their certificates in the BDRs Registry Book, and
through the custody extract to be provided by B3 to the BDR holders who hold their certificates in custody at the latter institution.


3.7. Information to PRINCIPAL – BRADESCO shall
provide PRINCIPAL with access to the records of the BDRs, and shall also provide PRINCIPAL, if requested by its representative,
with the following documents:


(i) daily list of the names of the Beneficiaries
and the gross, net and withholding income tax amounts, relating to the payment of dividends and other income;


(ii) ratio of the total gross, net and withholding
income tax amounts, relating to the payment of dividends and other income, according to the frequency required by tax legislation;


(iii) list or magnetic tape annually provided
with the name of the Beneficiaries and the gross, net and withholding income tax amounts, relating to the payment of dividends and other
income;


(iv) list of each trade carried out by the
holder of the BDRs, with the information provided by the non-organized over-the-counter market or by the stock exchange where they are
traded;


(v) monthly list of the names of the Beneficiaries
and the position of each one;


(vi) daily list, and at the end of the preferential
and unsubscribed terms, of the name and qualification of the subscribers, the number of PRINCIPAL’s Shares subscribed relevant
to the BDRs, and the amounts received;


(vii) list of the names of BDR holders relating
to any date chosen by PRINCIPAL and, in particular, on specific cut-off dates for the purpose of attending PRINCIPAL’s
corporate events, including, but not limited to, that of Beneficiaries for shareholders’ meetings.




    	 



    	 



    

 


 



(vii.i) exclusively in relation to the
BDRs held in custody at B3, the availability to PRINCIPAL is subject to the submission of the necessary information, in a timely
manner, by B3 to BRADESCO.


3.7.1. Other specific information and services
requested or in a specific layout to be provided/required by PRINCIPAL, or that are not within the information made available by
BRADESCO during the services provided, shall be subject to the availability of BRADESCO’s systems, and shall be carried
out upon acceptance by PRINCIPAL of budget to be carried out for the execution of the services.


3.8. Information to Beneficiaries, usufructuaries and trustees
– BRADESCO shall provide Beneficiaries, usufructuaries and trusteeswith the following documents:


(i) BDRs account statement whenever requested
and, if not, once a year;


(ii) dividend payment notice;


(iii) reports for the purpose of income
tax return;


(iv) within a maximum period of one (1) business
day counted as from the date of receipt of the information from PRINCIPAL, reports in order to make the decisions public, as well
as all other corporate actions and communications from PRINCIPAL (information to owners or holders of their shares, voting procedures,
tabulation of votes, etc.) that affect BDRs or the rights and prerogatives attached thereto.


3.8.1. BRADESCO undertakes to develop
and have available the electronic reporting system set forth in item (iii) of section 3.8, provided that BRADESCO shall not
send any printed correspondence to investors without PRINCIPAL’s knowledge and authorization.


3.9. Bookkeeping and record of books and documents –
BRADESCO shall book the opening and closing instruments, promoting the registration with the relevant agency through BDRs registry
books.


3.9.1. The BDRs registry book shall record
the total number of BDRs, as well as issues, cancellations and amendments arising from corporate events, such as stock splits, reverse
splits, redemptions, stock dividends, among others.


3.9.2. BRADESCO shall from time to
time reconcile the BDRs recorded in the BDRs Registry Book with the total number of Shares deposited with the Custodian.


3.9.3. The BDRs registry book shall contain
the individual BDR holders, as well as the total number of BDRs on behalf of B3, as the trustee of the certificates, which shall be blocked
for deposit in a custody account in such entity.


3.10. BRADESCO shall carry out the storage and microfilming
of corporate books related to the service provided and the films used in the microfilming of PRINCIPAL’s books and documents.


3.11. Dividends and Distributions:


3.11.1. Cash Distributions –
Whenever BRADESCO receives any cash dividend or other cash distribution on any PRINCIPAL’s Shares, BRADESCO,
through the execution of a FX agreement, shall convert such dividend or distribution into BRL and distribute the net amount thus received
to the Beneficiaries entitled thereto, in proportion to the number of BDRs held by them respectively; provided, however, that in the event
that PRINCIPAL or BRADESCO is required to withhold and actually withheld such cash dividend or such other cash distribution,
an amount due to taxes, the amount distributed to the BDRs Beneficiary shall be reduced accordingly. BRADESCO shall only distribute
the amount that may be distributed without allocating to any Beneficiary a fraction of a penny by rounding it to the next whole penny of
a lower value. PRINCIPAL shall not pay interest or any other compensation for the period between the date on which dividends and
other cash distributions are paid abroad and the date on which the funds are credited to the Beneficiaries in Brazil, provided that PRINCIPAL
simultaneously discloses abroad and in Brazil the information on the payment of dividends and other cash distributions.




    	 



    	 



    

 


 






3.11.2. Distributions in PRINCIPAL’s Shares (Stock
Dividend/Stock Split) – With due regard for the corporate acts of PRINCIPAL, in the event that any allocation of any
PRINCIPAL’s Shares occurs in shares, BRADESCO shall automatically convert, and provided that permitted by applicable
law, the same into BDRs, subject to the terms and conditions of this Agreement, registering them on behalf of the right-holder in proportion
to the number of BDRs held by the right-holder respectively. However, with due regard for PRINCIPAL’s bylaws or articles
of association, in the event of allocating a fraction of BDR to one or more Beneficiaries, BRADESCO shall sell the number of PRINCIPAL’s
Shares received representing the sum of the fractional parties allocated and shall distribute the net amount received as set forth in
Section 3.11.1.


3.11.3. PRINCIPAL shall not pay interest
or any other compensation for the period between the date on which the fractions insufficient to form a BDR are assigned and transferred
to BRADESCO and the date on which the funds obtained from the sale of the fractions are delivered to the Beneficiaries.


3.11.4. Other distributions –
Whenever BRADESCO receives distributions other than those set forth above, BRADESCO shall distribute them to eligible Beneficiaries
in proportion to the number of BDRs held by them respectively, provided that in accordance with applicable law. If, in BRADESCO’s
opinion, such division may not be carried out proportionately, BRADESCO may choose any method it deems equitable and feasible for
the purpose of executing such distribution.


3.11.5. Method of Payment to the Beneficiaries
– Payments to the Beneficiaries shall be made within three (3) business days after receipt by BRADESCO, in Brazil,
of said funds, in the following modalities:


(i) by credit to B3, in the case of Beneficiaries
who hold BDRs in custody at B3. B3, in turn, shall carry out the distribution to custody agents and brokerage firms, who/which shall be
responsible for making the credits to the Beneficiaries registered in their records;


(ii) by crediting the current account, as
indicated, that the Beneficiary maintains with BRADESCO;


(iii) by remittance of DOC – Credit
Transfer Document or TED – Electronic Funds Transfer for credit to a current or payment account, as indicated, that the Beneficiary
maintains with another financial or payment institution, BRADESCO not being responsible for the delay in crediting the amount caused
by the financial institution to which the DOC or TED shall be sent.


(iv) personally to the Beneficiary, upon
his/her attendance at any of the locations indicated in Section 10, when he/she does not have a bank or payment account.


(v) BRADESCO shall not remit dividends
abroad.


3.12. Preemptive Rights and Subscription of PRINCIPAL’s
Shares, Securities and any other rights applicable to the BDRs – After being informed about the granting of preemptive rights
to subscribe for bonds and securities, BRADESCO shall notify the Beneficiaries and B3 about the granting of this right, requesting
the Beneficiaries to express their interest in exercising the right or disposing of it, and PRINCIPAL shall responsible for disclosing
this fact to the Brazilian market as provided for in the applicable regulations.




    	 



    	 



    

 


 



3.12.1. PRINCIPAL or the Custodian
shall be responsible for informing BRADESCO of the number of bonds and securities that may be subscribed, as well as the proportion
for the exercise of this right by the Beneficiaries. PRINCIPAL or the Custodian shall also be responsible for informing BRADESCO
of other information relating to the exercise of preemptive rights, such as (i) the issue price of the bonds and securities, which
shall be converted into national currency and subject to the relevant fees; (ii) the period for exercising the subscription right;
(iii) the deadline for BDR holders to express their interest to BRADESCO; (iv) the treatment of any unsubscribed shares;
and (v) other information that has been disclosed abroad.


3.12.2. The subscription price of bond and
securities to be paid by BDR holders shall consist of the sum of the following items: (i) subscription price in foreign currency
converted into national currency at the PTAX sale rate, published by the Central Bank, on the day prior to sending the subscription information
that BRADESCO discloses to the market; (ii) exchange rate change verified up to the payment date, added to the issue fee per
BDR, indicated in item 4 of Exhibit I to this Agreement.


3.12.3. For BDR holders that are held in
custody at B3, the latter shall individually credit the subscription rights to each BDR holder, through brokerage firms or custody users,
who/which shall inform their customers, who/which shall choose to subscribe or sell the subscription rights in Brazil, or even not exercise
any of the options above. BDR holders that have their certificates registered in the BDRs registry book shall receive from BRADESCO
the subscription instrument, through which they shall be able to exercise their right or transfer it to another investor.


3.12.4. The brokerage firm or custody agent
shall exercise the right on behalf of the Beneficiaries before B3, making the payment to the latter, which shall settle the transaction,
crediting the corresponding amounts to BRADESCO, including the amount referring to the fees described in sub-item 3.12.2. The BDRs
subscribed with BRADESCO shall be settled in the institution itself.


3.12.5. BRADESCO shall receive from
the brokerage firms, which provide custody services through B3, the amounts necessary to pay for the subscription, plus the fees indicated
in sub-item 3.12.2, and shall provide for closing of exchange for remittance abroad of the amounts due in favor of the Custodian.


3.12.6. The Custodian shall receive the
amount corresponding to the issue price of the Shares in foreign currency and shall be responsible for making the respective payment to
PRINCIPAL, receiving the Shares, which shall be deposited on behalf of BRADESCO with the Custodian, backing the BDRs to
be issued in Brazil.


3.12.7. PRINCIPAL shall not pay interest
or any other compensation for the period between the date on which the bonds and securities are subscribed and the date on which they
are delivered to the Beneficiaries.


3.13. Stock split, reserve split and stock dividend –
With due regard for the provisions of PRINCIPAL’s by-laws or articles of association, BRADESCO shall amend the registration
of the BDRs in cases of stock split, reverse split or stock dividend credit, in proportion to the rights corresponding to them.


3.14. Beneficiaries shall not be offered rights or any other
prerogatives that are or result in being illegal or not accepted by current Brazilian legislation, or the availability of which to the
Beneficiaries is impracticable.


3.15. Cancellation of BDRs – With due regard for
the provisions of PRINCIPAL’s by-laws or articles of association, BDRs may be canceled at any time, upon delivery of BDRs
to BRADESCO for the purpose of obtaining PRINCIPAL’s Shares represented by them, payment of the applicable taxes and
fees and the execution of a BDRs cancellation instrument and other documents that may be necessary to comply with all legal obligations,
and the relevant Beneficiaries shall receive, as soon as possible, PRINCIPAL’s Shares represented by the delivered BDRs,
provided that it shall not be possible to cancel the number of BDRs that result in a fraction of Company’s Share.




    	 



    	 



    

 


 



3.15.1 As soon as any Beneficiary has delivered
their BDRs to BRADESCO, as set forth in Section 3.15. above, BRADESCO shall instruct the Custodian to deliver PRINCIPAL’s
Shares represented by the canceled BDRs to such Beneficiary, the delivery of which shall take place at the Custodian’s central office
or at any other place agreed between the Custodian and the relevant Beneficiary.


3.16. Exercise of Voting Rights – The Beneficiaries
shall have the right to instruct BRADESCO to exercise the vote corresponding to the Shares deposited with the Custodian, exclusively
in relation to matters in which such Shares have voting rights, as set forth in PRINCIPAL’s bylaws.


3.16.1. PRINCIPAL, when calling a
general shareholders’ meeting in which the Shares have voting rights, shall send the call notice to BRADESCO, already translated
into Portuguese, on the same date of its disclosure to the market, so that BRADESCO may notify the Beneficiaries.


3.16.2. Upon receipt of the call notice
as set forth in Section 3.16.1 above, BRADESCO, as soon as possible, shall send a communication to the Beneficiaries, at the
addresses they maintain with BRADESCO and/or registered with B3 and the relevant brokerage firms or custody agents, which shall
contain: (a) the information included in the call notice received by BRADESCO, (b) a statement that the Beneficiaries
shall have the right to send their expression of vote to BRADESCO no later than five (5) business days before the meetings
are held, by filling in the voting instructions according to the form to be sent together with the aforementioned communication; the voting
instructions may be delivered via facsimile, mail or in person, to the addresses to be indicated by BRADESCO in the relevant communication,
within the aforementioned period.


3.16.3. BRADESCO, upon receiving
the correspondence in a timely manner to pass on the information, with the relevant voting instructions, shall tabulate and send the information
to the Custodian, through a message from PRINCIPAL, correspondence in a .pdf file, SWIFT message or facsimile, within the shortest
possible period before the meetings are held or according to the applicable regulatory period. The Custodian, upon receiving the information,
shall vote or appoint a proxy to vote at the relevant shareholders’ meeting, in accordance with the voting instructions received
from BRADESCO.


3.16.4. BRADESCO and its agents shall
not be responsible for failure resulting from non-receipt of the voting instructions or non-receipt of such instructions in a timely manner.


3.16.5. In any case, BRADESCO shall
not have the right to exercise, on a discretionary basis, the voting rights relating to the Shares backing the BDRs.


3.16.6. If BRADESCO does not receive
voting instructions from all Beneficiaries by the stipulated date, BRADESCO shall exercise the voting rights considering only the
instructions received from the Beneficiaries who expressed their interest within the specified period.


3.17. Service location – The Beneficiaries shall
be serviced at the locations mentioned in Section Ten of this Agreement.


3.17.1. BRADESCO may change the service
locations, upon written communication to PRINCIPAL and the Beneficiaries.


3.18. Chargeable Fees from the Beneficiaries –
Within the scope of this Agreement, BRADESCO may charge the Beneficiaries the fees agreed from time to time with PRINCIPAL,
which shall be included in this Agreement as Exhibit I.




    	 



    	 



    

 


 



3.19. Maintenance of Authorizations and Records—During
the term of effectiveness of this Agreement, BRADESCO agrees to maintain in full force all government authorizations necessary
for the provision of the services subject matter of this Agreement.


SECTION FOUR


OBLIGATIONS OF THE PARTIES


4.1. In addition to the obligations already listed throughout
this Agreement, PRINCIPAL agrees to:


4.1.1. On the stipulated date, PRINCIPAL agrees to credit
the current account to be designated by BRADESCO with the amount of the compensation indicated in Section Six regarding the provision
of the services herein agreed, as well as agrees to:


4.1.2. Ensure that the Shares backing the BDRs remain deposited
on behalf of BRADESCO in the account that it maintains with the Custodian.


4.1.3. Deliver to the Custodian the funds related to dividends,
stock dividends and other cash distributions corresponding to the BDRs.


4.1.4. Keep BRADESCO permanently informed about its
resolutions related to the services herein agreed.


4.1.5. Communicate to BRADESCO, on the date they are
called abroad, of the holding of any corporate events, including meetings, in a timely manner so that BRADESCO may comply with
the terms of this Agreement.


4.1.6. Do not perform or grant powers for a third party to
perform any act related to the service contracted herein without the prior consent of BRADESCO.


4.1.7. Pay and/or collect all future taxes and fees that may
be due, on their maturity date, to the relevant authorities, the responsibility of which is assigned by the applicable legislation.


4.1.8. Simultaneously disclose in Brazil the information disclosed
abroad, including material facts and corporate events decided abroad.


4.2. In addition to the events set forth above, PRINCIPAL
agrees to carry out all publications required by the applicable legislation and regulations. If BRADESCO is required to make any
publication on behalf of PRINCIPAL under the terms of the applicable regulations, PRINCIPAL shall refund the amounts spent
by BRADESCO for this purpose.


4.3. In addition to the obligations already listed throughout
this Agreement, BRADESCO agrees to:


4.3.1. Keep the registration of the BDR
Program updated with CVM, as well as request from CVM any changes to the BDR Program requested by PRINCIPAL, using the information
provided by PRINCIPAL for this purpose;


4.3.2. Issue the BDRs according to the backing
of the Shares deposited with the CUSTODIAN;


4.3.3. In relation to the BDRs held in its
custody, register the transfers of BDRs and their relevant annotations in the book-entry system for the registration of BDRs;


4.3.4. Upon PRINCIPAL’s request,
register in B3’s system the BDRs that may be admitted to trading in such entity’s trading environments;


4.3.5. Adopt, in the performance of its
duties and in the fulfillment of its obligation, the same standard of care that it exercises in relation to its own assets, observing
the professional principles and standards of normal diligence, prudence and expertise for certificate issue activities;




    	 



    	 



    

 


 



4.3.6. Take responsibility for proven acts
or omissions that are attributable to it and that cause the deterioration or perishing of the BDRs or the rights attached thereto;


4.3.7. Transfer to B3 the funds paid to
it by PRINCIPAL, directly or through the CUSTODIAN, relating to the cash distributions to which the BDR holders registered
in B3’s system are entitled, as well as the funds obtained from the sale of fractions of BDRs in B3, if applicable;


4.3.8. Maintain in full force all legal
authorizations necessary to provide the services set forth in this Agreement;


4.3.9. Pursuant to article 5, paragraph
five, of CVM Instruction 332, provide CVM, at any time and within the period that may be determined by the latter, with any information
and documents relating to the BDR Program and the BDRs; and


4.3.10. Observe the procedures for discontinuing
the BDR Program that are established by the stock exchange or entity of the organized over-the-counter market in which they are traded.


SECTION FIVE


BENEFICIARIES’ RIGHTS


5.1. Each BDR shall grant its holder all rights and benefits
proportional to the percentage of the Share it represents, provided that the Beneficiaries are not PRINCIPAL’s shareholders
and the exercise of the rights granted to the Beneficiaries is subject to the terms and conditions set forth in this Agreement.


5.2. The Beneficiaries may, at any time and upon payment of
the fee indicated in item 4 of Exhibit II to this Agreement, if applicable, in accordance with the provisions of section 3.14 above, request
that the BDRs held by them be canceled and thus receive PRINCIPAL’s Shares represented by the canceled BDRs, provided that
it shall not be possible to cancel the number of BDRs that result in a fraction of Company’s Share. BRADESCO may require
the Beneficiaries to present documents that evidence their identity and ownership of the BDRs. BRADESCO may refuse to cancel the
BDRs of the Beneficiaries who/which have not complied with their tax, FX or other obligations relating to the investment in the BDRs.


SECTION SIX


COMPENSATION AND COSTS


6.1. For the services provided and as a reimbursement of incurred
costs, PRINCIPAL shall pay BRADESCO the compensation indicated in Exhibit II, in accordance with the provisions established
therein.


SECTION SEVEN


POWER OF ATTORNEY AND AUTHORIZATIONS


7.1. PRINCIPAL hereby irrevocably and irreversibly appoints
and constitutes BRADESCO as its attorney-in-fact, in accordance with articles 653, 683, 686 and its sole paragraph of the Brazilian
Civil Code, to which it grants special and specific powers to represent it in the performance of the acts necessary for the provision
of the services contracted herein, especially to record transfers, operations and blocking of assets, execute resolutions of its Annual
and Special General Meetings, of the Board of Directors or its Executive Board, pay willful events, give and receive release, sign instruments
of Opening and Closing of Corporate Books intended for the registration of shares, represent it before the BDR holders, departments of
the Registry of Commerce, Boards of Commerce in general, Collection Agencies of the Ministry of Finance, Stock Exchange, B3, Central Bank,
CVM, brokerage firms and distribution companies, and financial institutions in general, exclusively aiming at the achievement of the subject
matter of the Agreement, the delegation of powers being permitted, in whole or in party.




    	 



    	 



    

 


 



7.2. BRADESCO shall strictly observe the instructions
given to it by PRINCIPAL to execute the power of attorney granted to it. Therefore, the execution of any other legal transaction
alien to this Agreement is forbidden.


7.3. BRADESCO is authorized by PRINCIPAL, irrevocably
and irreversibly, to provide information from the database of BDR holders or deposit accounts to regulatory and supervisory agencies and
courts when requested, as well as to accept blocking orders for BDRs registered in the deposit accounts, provided that BRADESCO
shall notify PRINCIPAL as soon as it receives a request for information from regulatory and supervisory agencies and courts, as
well as any blocking orders for BDRs registered in the deposit accounts.


SECTION EIGHT


TERM OF EFFECTIVENESS AND TERMINATION


8.1. This Agreement is executed
for an indefinite period of time, provided that, until the eighteenth (18th)
month, counted as from the date of execution of this instrument (“Minimum Term”), the Agreement may not be terminated by any
of the Parties.


8.1.1. After the expiration of the Minimum
Term, this Agreement may be terminated, at any time, by any of the Parties, without the right to compensation or indemnification, upon
notice from the interested Party to the other Party, at least one hundred and eighty (180) days in advance, counted as from the receipt
of the communication by the other Party.


8.2. BRADESCO, after the expiration of the Minimum Term,
may resign the position of Depositary Institution, as set forth herein, upon notice delivered to PRINCIPAL, which shall only enter
into full force and effect after (i) the expiration of the period of one hundred and eighty (180) days counted as from the delivery
date or (ii) the appointment, by PRINCIPAL, of a new depositary agent (“New Depositary”) and the express
acceptance, by the New Depositary, of such appointment, whichever occurs first, provided that the Parties may negotiate, by mutual agreement,
to continue this Agreement for a period longer than the period mentioned in this section.


8.3. PRINCIPAL, after the expiration of the Minimum
Term, may remove BRADESCO from the position of Depositary Institution, as set forth herein, upon notice delivered to BRADESCO,
which shall only enter into full force and effect after (i) the expiration of the period of one hundred and eighty (180) days
counted as from the delivery date or (ii) the appointment, by PRINCIPAL, of a New Depositary and the express acceptance, by
the New Depositary, of such appointment, whichever occurs first.


8.4. In both cases described in sections 8.2 and 8.3 above,
BRADESCO, within a maximum period of two (2) business days counted as from the delivery of the notice (in the case of Section 8.2)
or the receipt thereof (in the case of Section 8.3), shall communicate in writing this fact to the Beneficiaries, by means of correspondence
sent to the addresses of the respective brokerage firms or custody agents, and PRINCIPAL shall disclose such fact to the Brazilian
market as provided for in the applicable regulations.


8.5. In the event of BRADESCO’s resignation or
removal, in the manner and within the periods set forth in Sections 8.2 and 8.3 above, PRINCIPAL shall use its best efforts to
appoint a New Depositary.


8.5.1. Immediately after the appointment
of the New Depositary, PRINCIPAL shall notify BRADESCO of this fact. BRADESCO, immediately upon receipt of such notice,
shall transfer to the New Depositary the registry of Beneficiaries and all rights and powers held by it due to the position of Depositary
Institution, including, without limitation, ownership of PRINCIPAL’s Shares backing the BDRs.




    	 



    	 



    

 


 



8.6. As soon as PRINCIPAL has appointed a New Depositary,
BRADESCO, provided that PRINCIPAL has complied with all its obligations defined in Section Four, agrees to:


(i) immediately provide PRINCIPAL
or the New Depositary with all information and documents that it may possess as a result of the services provided;


(ii) facilitate the transfer of the BDRs,
books, records and other information relating thereto to PRINCIPAL or the New Depositary, including making its qualified personnel
available for such transfer, within a period to be determined at the time;


(iii) provide the services stipulated herein
until the actual transfer thereof to the New Depositary.


8.7. The Beneficiaries, within a maximum period of ninety (90) days,
counted as from the date of BRADESCO’s resign or removal, as Depositary Institution of the BDR Program, with due regard for
the bylaws or articles of association, may request BRADESCO to cancel their BDRs, pursuant to the regulations then in force and
the receipt of PRINCIPAL’s Shares backing these BDRs, provided that it shall not be possible to cancel the number of BDRs
that result in a fraction of Company’s Share.


8.8. After the expiration of the period of ninety (90) days
for the request to cancel the BDRs mentioned in Section 8.7 above, if there are still issued and outstanding BDRs, BRADESCO
shall no longer register any transfer of ownership of these BDRs, as well as make any distribution to the Beneficiaries of assets and/or
funds received by it, for the benefit of the Beneficiaries, as depositary agent of the BDRs. However, BRADESCO shall continue to
cancel BDRs and accrue the assets and funds received by it, for the benefit of the Beneficiaries, as Depositary Institution of the BDRs.


8.9. Upon expiration of the period of one (1) year counted
as from the end of the period of ninety (90) days for the request to cancel the BDRs mentioned in Section 8.8 above, BRADESCO
shall cancel the BDRs then outstanding and sell PRINCIPAL’s Shares backing these BDRs, as well as the assets that have been
accrued and not distributed to the Beneficiaries, as set forth in Section 8.9 above. The funds thus obtained, together with the funds
accrued for the benefit of the Beneficiaries and not distributed to them, as set forth in Section 8.9 above, shall be deposited in
a single bank account, without compensation, and shall be used for payment to the Beneficiaries, who/which may claim to BRADESCO
the receipt of the amounts corresponding to their BDRs, discounting any and all maintenance fees, charges or taxes, of any nature, levied
on the funds held in this bank account.


8.11. Notwithstanding the provisions of Sections 8.1 to 8.10
above, this Agreement may be immediately terminated by written communication, with due regard for, however, the provisions of section
8.6 above:


(i) in case of non-compliance with any contractual
obligation; not cured within fifteen (15) business days of receipt of the notice informing such non-compliance;


(ii) if either Party:


a) goes bankrupt, files for judicial
reorganization or initiates out-of-court reorganization procedures, has its bankruptcy, intervention or liquidation required;


b) has its authorization to provide the
services contracted herein revoked.


SECTION NINE


AUTHORIZED AND CONTACT PERSONS


9.1. BRADESCO shall only provide information and/or
comply with PRINCIPAL’s orders signed by the legal representatives, attorneys-in-fact appointed by power of attorney or indicated
in the List of Authorized Persons (“Authorized Persons”).




    	 



    	 



    

 


 



9.1.1. Orders may be sent in writing or by
electronic means (via Internet, email or facsimile), provided that the means used may identify the legal representative and/or person
authorized by PRINCIPAL.


9.1.2. In cases where communication is sent
by electronic means (via Internet, email or facsimile), PRINCIPAL shall confirm receipt of the orders by BRADESCO.


9.1.3. PRINCIPAL agrees to immediately
notify BRADESCO of the changes, inclusions and exclusions of any Authorized Person or data informed, updating the List of Authorized
Persons.


9.1.4. Instructions transmitted by the Authorized
Persons shall be accepted by BRADESCO, until notified otherwise in writing by PRINCIPAL.


9.1.5. In case of ambiguity in the instructions
transmitted by any of the Authorized Persons, BRADESCO shall:


(i) immediately inform in writing the issuer
of the instruction regarding this ambiguity; and


(ii) refuse to comply with these instructions
until the ambiguity is cured.


9.2. It is agreed between the Parties that the communications
between them, set forth in this Agreement, as necessary to achieve the provision of the services agreed herein, to be considered valid,
shall be made in a clear, complete, secure and timely manner, by the means set forth in this Agreement, always confirming the receipt
immediately, directed and received by people with powers to do so.


9.3. BRADESCO, without any liability, shall comply with
the instructions it believes in good faith to have been given by PRINCIPAL’s Authorized Persons, provided that it has taken
all the precautions set forth in this Agreement in order to ensure that the instructions have been given by Persons Authorized.


9.4. All notices and communications between the Parties required
or permitted under this Agreement shall be in writing and delivered to each party by facsimile, certified letter (return receipt requested)
or by personal delivery to the following addresses:


(i) If to PRINCIPAL, to the persons
and addresses on the List of Authorized Persons;


PRINCIPAL: NUBANK


Departamentos Jurídico e de Relação
com Investidores (Legal and Investor Relations Departments)


Rua Capote Valente, n° 39 – Pinheiros


CEP: 05409-000


São Paulo, SP, Brasil.


Phone: 0-55-11-4020-0185


Facsimile: 0-55-11-4020-0185


emails: beatriz.outeiro@nubank.com.br/marco.araujo@nubank.com.br/
ir@nubank.com.br


(ii) If to BRADESCO:


BANCO BRADESCO S.A.


Núcleo Cidade de Deus—Prédio Amarelo, 1°
andar, Vila Yara, s/n°


CEP: 06029-900.


Osasco, São Paulo, Brasil.




    	 



    	 



    

 


 



Phone: 0-55-11-3684-4522


Facsimile: 0-55-11-3684-5645


e-mails: bradescocustodia@bradesco.com.br/dac.dr@bradesco.com.br/
dac.escrituraçao@bradesco.com.br


SECTION TEN


SERVICE TO BDR HOLDERS


10.1. The service to BDR holders or their legal representatives
shall be made through BRADESCO branches, distributed throughout the national territory, for the purpose of providing position information,
earnings, other information and process registration requests related to BDRs issued by PRINCIPAL, and BDR holders or their legal
representatives shall present themselves with identification and representation documents.


SECTION ELEVEN


CONFIDENTIALITY


11.1. The Parties, their officers, employees and representatives
on any account shall maintain confidentiality regarding all information to which they have access as a result of the execution of this
Agreement.


11.2. For the purposes of this Agreement, all documents, general,
commercial or operational information, assessments, reviews, interpretations or other data that have not been published lawfully and without
breach of this Agreement, regarding the Parties, their customers and individuals or legal entities with which they maintain a relationship,
are considered confidential, jointly or individually referred to as confidential information.


11.3. The following are not considered confidential information:


(a) information that is or becomes public
domain without the interference of either Party; or


(b) information that is known to either
Party or its representatives before the beginning of the negotiations that resulted in this Agreement.


11.4. The Parties may only reveal any confidential information
to a third party upon prior written authorization from the party that owns the information.


11.5. If either Party, by determination of a public authority
or as a result of a court order, has to reveal any confidential information, it shall proceed as follows:


(a) shall immediately inform the Party,
which owns the confidential information, regarding the order of the public authority or the judge, unless the information contains a prohibition
in this regard; and


(b) shall provide all the information and
subsidies that may be necessary so that the holder of the confidential information, at its discretion, may defend itself against the disclosure
of any confidential information.


11.6. It is forbidden the use of the confidential information
for any purpose other than:


(a) the normal performance of this Agreement;
or


(b) the maintenance of records and files
obtained by legislation.


11.7. In addition to constituting a breach of contract, breach
of the confidentiality duty, including that committed by its employees, officers and representatives on any account, compels the infringing
Party to pay indemnity for the damage caused to the Party that owns the information, which shall be duly assessed by final and non-appealable
court decision.




    	 



    	 



    

 


 



11.8. The payment of indemnity does not release the Parties,
their officers, employees and representatives on any account from continuing to comply, as appropriate, with the confidentiality duty,
as set forth in this Agreement.


11.9. Whatever the cause of dissolution of this Agreement,
the Parties shall continue to be bound, by themselves and their officers, employees and representatives on any account, to observe the
confidentiality duty, including for a period of two (2) years after its termination, under penalty to indemnify the damage caused.


SECTION TWELVE


GENERAL PROVISIONS


12.1. The omission or forbearance of the Parties in demanding
strict compliance with the terms and conditions of this Agreement shall not constitute novation or waiver, nor shall it affect their rights,
which may be exercised at any time.


12.2. This Agreement is executed in favor of all Beneficiaries,
pursuant to the provisions of article 436 of the Brazilian Civil Code, and Parties are prohibited from innovating under the terms of article
438 of the Brazilian Civil Code.


12.3. This Agreement may be freely amended by means of an instrument
signed by PRINCIPAL and BRADESCO, without consent of the BDR holders. Any inclusions, exclusions or changes to existing
sections shall be recorded in an amendment duly signed by the Parties, which shall become an integral part of this Agreement.


12.3.1. Any amendment that substantially
impairs any right of the Beneficiaries shall only enter into force with respect to outstanding BDRs after the expiration of a period of
thirty (30) days counted as from the date on which such amendment is notified to the Beneficiaries holding outstanding BDRs through
written communication sent to each BDR holder, at the addresses included in the BDRs registry book, at the respective brokerage firms
or custody agents.


12.3.2. The consent of the Beneficiaries,
in relation to any amendment that substantially impairs any of their rights, shall be presumed if, after the expiration of the period
of thirty (30) days mentioned above, these Beneficiaries continue to hold BDRs.


12.3.3. The Parties agrees to make an amendment
to this Agreement within one (1) business day after the definition of the Proportion of BDRs’ Backing by PRINCIPAL’s
relevant bodies, which shall take place before the launch of the initial public offering.


12.4. This Agreement shall be governed by the laws of the Federative
Republic of Brazil. If BRADESCO deems that PRINCIPAL’s and its Beneficiaries’ instructions are in disagreement
with such legislation, it shall immediately notify PRINCIPAL or the Beneficiaries of such understanding.


12.5. It is hereby established and defined for both Parties,
which irrevocably and irreversibly execute this instrument, the absence of any liability or guarantee of BRADESCO for the payment
of any event subject matter of this Agreement to the Beneficiaries, it being solely responsible for the performance of the acts and procedures
set forth in this Agreement, in accordance with the orders given by PRINCIPAL, and the latter shall defend, exempt and compensate
BRADESCO against such liabilities or guarantees, except in cases where BRADESCO has acted with fault or intentional misconduct.


12.6. The Parties, by themselves, their employees or agents,
under the penalties of the Law, shall maintain the most complete and absolute confidentiality of any data, materials, details, information,
documents, technical and commercial product specifications of each other, and/or of third parties, that they may have knowledge of or
access to, or that may be entrusted to them, whether or not related to the provision of the service subject matter of this Agreement.
Failure to comply with the provisions of this section shall result in legal penalties, the offender and whoever else caused the violation
being accountable, in civil and criminal level, except when the disclosure of such information is required by law, court order or supervisory
authority, in which case, the fact shall be immediately communicated to the interested Party.




    	 



    	 



    

 


 



12.7. The Parties shall not maintain any employment relationship
with managers, representatives, employees and/or agents of each other, nor shall any form of association be established between them,
therefore each of them shall be particularly and exclusively responsible for the fulfillment of their respective labor, social, social
security and occupational obligations according to the subject matter of this Agreement or any amendments hereof, even if there is legislation,
case law and/or any other court or out-of-court circumstance that may cause a different construction.


12.8. Each Party is prohibited from using the terms of this
Agreement, as well as each other’s trademarks, names and patents, whether in marketing or advertising, without the express prior
written authorization of the other, and the aggrieved Party may choose, at its sole discretion, to consider this Agreement automatically
terminated, observing the effects of item 8.11, in addition to the infringing Party responding for the application of losses and damages
that are assessed, as provided for in the current legislation.


12.9. The Parties hereby irrevocably and irreversibly assume
full responsibility for any losses and personal injuries, pain and suffering or property damages that may be suffered and duly proven
by the other Party and/or a third party, due to the provision of the service herein agreed, arising from the fault or intentional misconduct
of the other Party, its employees or agents.


12.10. Neither Party may assign or transfer, in whole or in
part, to third parties, the rights and obligations arising from this Agreement, without the prior and express written consent of the other
Party.


12.11. PRINCIPAL hereby acknowledges that the service
contracted herein is subject to laws, rules, customs, procedures and practices, which may change from time to time. In the event of a
change in legislation that, in whole or in part, limits the provision of the service contracted herein, BRADESCO shall request
from PRINCIPAL new instructions as to the procedures to be taken to fulfill the obligations assumed under this Agreement.


12.12. The Parties agree to observe the provisions and obligations
of this Agreement, its Exhibit and applicable law, and PRINCIPAL shall be responsible for verifying the responsibilities regarding
the issue and distribution of the shares issued by it on behalf of the relevant holders and all willful events, and BRADESCO for
the provision of the services contracted herein.


12.13. Acts of God and force majeure are excluded from the
responsibility of the Parties, pursuant to article 393 of the Brazilian Civil Code.


12.14. All processes described in Section Three shall be reviewed
by BRADESCO and, if applicable, additional documents may be required from the parties involved for proper registration, as well
as the processes are subject to confirmation of the authenticity of the order given, for its release, and if all requirements are not
met in accordance with the legislation in force at the time the registration takes place and also that allow the correct identification
of the Beneficiary, BRADESCO may return the process to the origin, informing the reason for such refusal.


12.15. The Parties represent that they were previously presented
with a copy of this Agreement, containing in full all its sections, which has been read and understood in its entirety, agreeing with
its express terms.


12.16. The Parties agree, for themselves and their successors,
to faithfully comply with this Agreement.


12.17. Taxes due as a direct or indirect result of this Agreement,
or its performance, constitute taxpayer’s liability, as defined in the tax legislation.




    	 



    	 



    

 


 



12.18. Except as otherwise provided in this Agreement and/or
the applicable legislation, all costs and expenses, including, but not limited to, attorneys’, financial advisors’ and auditors’
fees and expenses, incurred in connection with this Agreement and the transactions contemplated herein, shall be paid by the Party that
incurs these costs and expenses.


12.19. Under no circumstances shall BRADESCO be held
responsible for any acts and/or activities described in this Agreement, which have been performed by third parties retained by PRINCIPAL.


12.20. Excluding the obligations imposed on BRADESCO
in this Agreement, the provisions of the Brazilian Civil Code in force and other legislation applicable to this Agreement, BRADESCO
shall be held harmless from any other liability arising from acts performed with fault or intentional misconduct by PRINCIPAL,
its managers, representatives and employees, except in the case of clear fault related to BRADESCO’s responsibilities set
forth in this Agreement, duly proven intentional misconduct or bad faith.


12.21. Each of the Parties warrants to the other Party that:
(i) it is vested with all powers and authority to execute and fulfill the obligations set forth herein and carry out the transactions
contemplated herein; and (ii) the execution and performance of this Agreement do not result in violation of any third-party rights,
applicable law or regulation, neither in violation, non-compliance or default of any agreement, instrument or document of which it is
a party or by which has any of its properties bound and/or affected, nor in the need to obtain any authorization under any agreement,
instrument or document of which it is a party or by which it has any of its properties bound and/or affected.


12.22. This Agreement constitutes the entire understanding
and agreement between the Parties and supersedes all prior oral or written warrants, conditions, promises, representations, contracts
and agreements regarding the subject matter of this Agreement.


12.23. The Parties jointly and expressly represent that this
Agreement was executed observing the principles of honesty and good faith, by free, conscious and firm manifestation of intent and in
perfect equity.


12.24. If, as a result of any unappealable court decision,
any provision or term of this Agreement is considered null or void, such nullity or voidability shall not affect the validity of the other
sections of this Agreement not affected by the declaration of nullity or annulment.


12.25. The Parties represent and mutually warrant, including
before their providers of goods and services, that:


a) carry out their activities in accordance
with the current legislation applicable to them, and that they hold the necessary approvals for the execution of this Agreement and for
the fulfillment of the obligations set forth herein;


b) do not use illegal work and undertake
not to use work practices similar to slavery, or child labor, except for the latter as an apprentice, with due regard for the provisions
of the Consolidated Labor Laws, whether directly or indirectly, through their respective providers of goods and services;


c) do not employ minors up to 18-yo, including
minor apprentices, in places that are harmful to their formation, physical, psychological, moral and social development, as well as in
dangerous or unhealthy places and services, at times that do not allow school attendance and also at nighttime, considering this the period
between ten p.m. (22:00) and five a.m. (5:00);


d) do not use practices of negative discrimination
and limiting access to the employment relationship or its maintenance, such as, but not limited to, reasons of sex, origin, race, color,
physical condition, religion, marital status, age, family situation or pregnancy status;




    	 



    	 



    

 


 



e) undertake to protect and preserve the environment,
as well as to prevent and eradicate practices harmful to the environment, providing their services in compliance with current legislation
regarding the National Policy on the Environment and Environmental Crimes (Política Nacional do Meio Ambiente e dos Crimes Ambientais),
as well as legal, normative and administrative acts relating to the environmental and related area, issued by the Federal, State and Municipal
levels.


12.26. PRINCIPAL, as represented herein, represents
to be aware of the provisions of BRADESCO Organization’s Code of Ethical Conduct, the copy of which is available on the website
www.bradesco.com.br/ri, link Corporate Governance / Codes of Ethics, as well as the commitment to comply with it and cause its employees
or agents to comply with it.


12.27. The Parties undertake to take the necessary and appropriate
measures, as provided for in BACEN Circular No. 2,852/98, in CVM Instruction No. 617/19 and subsequent amendments, in order
to prevent and fight activities related to crimes of “money laundering” or concealment of assets, rights and amounts identified
by Law No. 9,613/98.


12.28. The Parties irrevocably and irreversibly represent to
each other that their controllers, directors, managers and employees know and fully comply with the provisions of the national or international
laws, regulations and normative provisions addressing anti-corruption and bribery, including demanding the same from its service providers,
subcontractors and agents.


12.28.1. The Parties mutually warrant that
they shall refrain from any improper, irregular or illegal conduct and that they shall not take any action, one on behalf of the other,
and/or that they shall not perform any act that may directly or indirectly favor each other or any of the companies of their respective
economic conglomerates, contrary to applicable laws in Brazil or abroad.


12.28.2. If any of the Parties becomes involved
in any situation related to corruption or bribery, as a result of an action taken by the other Party or its controllers, directors, managers,
employees and service providers, including its subcontractors and agents, the Party causing such situation undertakes to assume the respective
burden, including as to submit the documents that may assist the other Party in its defense.


12.28.3. The Parties represent and warrant
that, in relation to the obligations directly or indirectly connected to the activities established in this instrument, any situation
involving public or private active corruption and/or bribery, or any other act offering an improper advantage in exchange for formalizing
the relevant contracts has not occurred and shall not occur, and the legal provisions applicable to this type of conduct in force in the
jurisdiction in which the Parties are incorporated and in the jurisdictions in which such Parties operate shall be observed.


12.29. The Parties undertake to comply with
all applicable legislation on information security, privacy and data protection, including (whenever and when applicable) the Federal
Constitution, the Consumer Protection Code, the Civil Code, the Brazilian Civil Rights Framework for the Internet (Federal Law No. 12,965/2014),
its regulatory decree (Decree No. 8,771/2016), the General Data Protection Law (Federal Law No. 13,709/2018), and other sector
or general rules on the subject, undertaking only to process the data mentioned and/or in the forms set forth this instrument; upon express
instructions from the data controller; or with due legal basis, without transferring them to any third party, unless expressly authorized
by the latter or any other instrument that binds them.




    	 



    	 



    

 


 



12.30. The Courts of the Judicial District of the Capital City
of the State of São Paulo are elected to settle any matters arising from this Agreement.


(Space intentionally left blank.)




    	 



    	 



    

 


 



In witness whereof, the Parties execute this Agreement in two
(2) counterparts of equal content and for a single effect.


Osasco, SP, August 31, 2021.


BANCO BRADESCO S.A.


/s/ Francisco Borges Neto


Francisco Borges Neto


Executive Superintendent


/José Donizetti De Oliveira


JOSÉ DONIZETTI DE OLIVEIRA


Business Management Manager


08/31/2021


NU HOLDINGS LTD.


/s/ David Velez


David Velez


CEO


WITNESSES:


 


	 	 	 
	
    1. /s/ Marcio José Gomes Faria

    Name: MARCIO JOSÉ GOMES FARIA

    Identity Card (RG) No.: 275536336

    Individual Taxpayer’s Register of the Ministry of Economy
    (CPF/ME) No.: 14792758831
	 	
    2. /s/ Aloma Miranda

    Name: Aloma Miranda

    Identity Card (RG) No.: 12848544-26

    Individual Taxpayer’s Register of the Ministry of Economy (CPF/ME)
    No.: 124571907-62





    	 



    	 



    

 


 



EXHIBIT I – SERVICE PROVISION
COMMISSION


For the provision of services of BDR Issuing Depositary Bank,
we present the following commission structure.


1. INITIAL CONTRACTING COST


When contracting the provision of services of BDR Issuing Depositary
Bank, comprising the processes of implementation, participation in the registrations of the BDR Program with CVM and B3 and compliance
with the operating procedures, the issuer shall be charged a single cost of Fifty-Five thousand reais (BRL 55,000.00).


This amount shall be charged from the moment PRINCIPAL issues
the Shares and makes them available, through the Custodian, so that BRADESCO may issue the BDRs. No amount shall be charged to PRINCIPAL
until the latter obtains the registration of the initial public offering of the BDRs with CVM.


2. MAINTENANCE COST OF THE BDR PROGRAM AND REGISTERED INVESTORS.


2.1. Maintenance:


By way of maintenance, the issuing company shall be charged,
for the provision of services of BDR Issuing Depositary Bank (Asset Bookkeeping), the monthly amount according to blocks of the number
of investors in NUBANK base, always calculated on the last day of the month, as shown in the table below:


 


	 	 	 	 	 	 	 	 	 
	 	 	BLOCKS	 	ACCRUED
	 	 	Investors	 	BRL/month	 	Investors	 	BRL/month
	Block 1	 	500,000	 	58,500.00	 	500,000	 	58,500.00
	Block 2	 	500,000	 	50,000.00	 	1,000,000	 	108,500.00
	Block 3	 	1,000,000	 	49,000.00	 	2,000,000	 	157,500.00
	Block 4	 	1,000,000	 	40,500.00	 	3,000,000	 	198,000.00
	Block 5	 	2,000,000	 	49,500.00	 	5,000,000	 	247,500.00
	Block 6	 	2,000,000	 	40,500.00	 	7,000,000	 	288,000.00


2.2. VARIABLE COST


If used, the company shall be charged the costs of the services
as shown in the table below:


 


	 	 	 
	SERVICES	 	BRL
	
    WILLFUL EVENTS (DIVIDENDS, JSCP (INTEREST
    ON NET EQUITY), STOCK

    DIVIDEND, STOCK SPLITS, REVERSE SPLIT,
    SUBSCRIPTION, REDEMPTION, ETC.)

	 	 
	Calculation of Willful Events (per willful calculation)	 	EXEMPT
	 	 
	PAYMENT MADE (per shareholder and type of payment)	 	 
	 	 
	Bradesco Account Holder	 	1.50
	 	 
	Account Holder of other Banks (not including the Central Bank rate)	 	2.50
	 	 
	At Bradesco Branches	 	2.50




    	 



    	 



    

 


 



 


	 	 	 
	
    OPERATIONS (per registration)

     

    Note: Bradesco does not
    charge for operations made at B3 (buy/sell).

	 	 
	Approved Event (Stock Dividend, Stock Split, Reverse Split, Subscription, Redemption, Cancellation, Merger, Spin-off and other resolutions)	 	EXEMPT
	 	 
	Registration of Liens (Connections and Releases)	 	3.00
	 	 
	Custody Operation (CBLC (Brazilian Settlement and Custody Company)/CETIP (Center of Custody and Financial Settlement of Securities) Deposit and Withdrawal)	 	3.00
	 	 
	Transfer between Accounts (Causa Mortis, Off-Board, Gift, Account Grouping, Court Order, etc.)	 	3.00
	 	 
	Change of Register	 	3.00
	 
	ISSUE OF NOTICES (per issued unit, not including postage cost)
	 	 
	Credit and Receipt Notices, Proof of JSCP-IN SRF 41, Earnings Statements, Stock Operation Statement and Subscription Instrument, Business Reply Mail to Investors (surveys and information request).	 	If any, it shall

be agreed with

PRINCIPAL
	 	 
	SUBSCRIPTION (per effective instrument)	 	4.00
	 
	DISTANCE VOTE
	 	 
	
    Individuals – unit cost per vote cast, only
    Bradesco Bookkeeper Bradesco

    Legal Entities – unit cost per vote cast, only
    Bradesco Bookkeeper
	 	
    3.00

    10.00

	 	 
	SPECIFIC SERVICES/REPORTS REQUESTED	 	Upon consultation


Due to the costs described above, we shall provide to the
companies the following services:


• Service to Investors throughout Bradesco’s network
of branches;


• Maintenance of investor database, documentation of records
made by the investors, filing and microfilming of documents used;


• Preparation and availability of management reports for
the base of active Investors, such as: Register, Positions, Operations, Paid Events (dividends / JSCP), Non-Paid Events (Stock Dividend,
Stock Split, Subscription) and Investors in custody at CBLC and custody operations occurred at CBLC in the “format” and “frequency”
previously established by the company;


• Access to Bradesco’s Book-Entry Assets System
(via internet) to obtain information on Investors (Stock position, history, operations, payments made and/or pending DIV./JSCP, List of
Investors), considering the position in Bradesco’s + B3’s Books. The system also allows the electronic generation of reports
in TXT or EXCEL format;


• To cover the payment of willful events (Own JSC, Dividends
and others), the issuing company may credit the amount to a current account, in reserve at Bradesco, until 10:00 a.m., on the day of the
actual payment of the event;


• Forms for Bookkeeping Processes (Change of Register,
Transfer Order, Information Request and Research);


• Inclusion of your company’s “Logo”
in operation statements.




    	 



    	 



    

 


 



2.3. TRANSFER OF COSTS


Bradesco shall transfer the following costs to the company,
when they occur, which are not included in the items above:


Postage Service Fee:


Fee charged by the service provider for posting documents “Correios”
(Post Office), when issuing statements, notices and communications to the shareholders, at the amounts charged on the date on which the
documents are sent.


Fees and Emoluments:


Fee charged by the Board of Commerce or Registry Office responsible
for registering the book, at the amount charged on the date on which the registration of the Book occurs.


DOC / TED Fee:


Issue fee of Credit Transfer Document – DOC or Electronic
Funds Transfer – TED charged by the Central Bank of Brazil in the payment of events to the shareholders that are account holders
of other banks, at the amounts charged on the date on which the payments occur.


3. ISSUER’S EXPENSES IN BDRS.


3.1. ISSUER’S EXPENSES ON CORPORATE EVENTS IN BDRs


Specifically for the operations of issue and/or cancellation
of BDRs arising from Corporate Events exclusively involving Nubank, such as: Offers, Stock Dividend, Stock Split, Reverse Split, Spin-off,
Merger, Consolidation, BDR Repurchase and Cancellation, involving vehicles and/or individuals who/which directly or indirectly participate
in Nubank’s control block, the unit values shall be applied in the operations of issue or cancellation of BDRs, according to the
range of the number of BDRs to be issued and/or canceled, as follows:


 


	 	 	 	 	 
	
    RANGE OF THE NUMBER OF BDRS

     
	 	
    VALUE PER BDR (BRL)

     
	 	
    MAXIMUM LIMIT PER

    RANGE

    (IN BRL)

     

	From 0 to 100,000,000	 	0.0015	 	150,000.00
	From 100,000,001 to 250,000,000	 	0.0008	 	200,000.00
	From 250,000,001 to 500,000,000	 	0.0006	 	300,000.00
	From 500,000,001 to 1,000,000,000	 	0.0004	 	400,000.00
	Above 1,000,000,001	 	0.0002	 	500,000.00


3.2. EXPENSES WITH THE CUSTODIAN BANK BACKING BDRs


All expenses related to the services of the Custodian Bank
for the maintenance in custody of the Shares backing issued BDRs shall be PRINCIPAL’s responsibility.


4. EXPENSES OF BDR BENEFICIARIES.


Fees to be charged to BDR Beneficiaries by the Depositary




    	 



    	 



    

 


 



 


	 	 	 
	SERVICES	 	VALUES IN BRL
	1. Issue and Cancellation per BDR (Operation) *	 	0.10
	2. Transfer of BRDs’ Ownership Off-Board (by over-the-counter transfer process, causa mortis, court order, gift and others).	 	50.00


 


	*	Issue and Cancellation of BDRs (operation):


For BDR balance operation processes carried out by the BDR
holders through BDR issue/cancellation requests, we shall charge the compensation fee per BDR issued and/or canceled in the amount of
ten centavos (BRL 0.10), to be paid to Bradesco by the beneficiaries of the BDRs.


5. COST OF SPECIFIC SERVICES


The company shall be charged, upon submission and approval
of a budget, when requested, for the development and/or preparation of specific reports, which shall be carried out by Bradesco and submitted
for approval by the company.


6. CHARGE FOR THE SERVICE PROVISION


The charge is made on the fifteenth
(15th) day of each month, or on the first following business
day, following the month of the provision of Issuing and Depositary Bank services, by debiting company’s current account, FX remittance,
payment through DOC or TED, or through a Bank-issued invoice by PRINCIPAL on behalf of BRADESCO, starting after implementing
the shareholders in Bradesco’s Asset Bookkeeping System.


7. UPDATE OF SERVICE PROVISION COSTS


The costs shall be annually updated by IGPM – FGV (General
Market Price Index – Getúlio Vargas Foundation) and, in case of extinction, we shall adopt the substitute index contained
in the Law.


8. PENALTIES


8.1. The default, by either Party, of any of the payment obligations
set forth in this Agreement shall characterize, by operation of law, regardless of any notice or notification, the arrears of the defaulting
Party, subjecting it to the payment of the following arrears charges: (i) interest for late payment of one percent (1%) per month,
calculated pro rata temporis from the date on which the payment was due until the date of its actual payment; (ii) conventional
non-compensatory fine of two percent (2%), calculated on the relevant amount due; and (iii) in any event, the amount due shall be
adjusted for inflation from the date of its original maturity based on the accrued index of variation of IPCA (Broad Consumer Price Index)
– IBGE (Brazilian Institute of Geography and Statistics), as released by Fundação Getúlio Vargas or another
that may replace it.


8.2. Failure to comply with any condition set forth in this
Agreement by either Party, which does not fall under Section 10.1 above, and provided that it is duly proven in a final and unappealable
court decision, shall compel the infringing Party to respond for any losses and/or damages resulting from intentional misconduct, fraud
and/or fault, being also responsible for the fines, adjustments for inflation and interest arising therefrom, calculated as provided for
in the legislation in force.


8.3. No delays arising from system and/or communication failures
between the Parties shall be penalized, except when caused by negligence or intentional misconduct, which, nevertheless, shall endeavor
to immediately correct such failures.