In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

[EX Q]: Table of Contents

Exhibit 4.28

SERVICE AGREEMENT

1 OCTOBER 2019

WPP 2005 LIMITED

and

JOHN ROGERS

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CONTENTS Clause Page

1. Interpretation 3 2. Commencement of Appointment 4 3. Executive's Duties 4 4. Place of Work 5 5. Working Hours 5 6. Remuneration 5 7. Expenses 6 8. Pensions 6 9. Insurances 7 10. Sickness Absence 8 11. Holidays 8 12. Other Interests 8 13. Confidential Information 9 14. Intellectual Property 10 15. Termination of Employment 12 16. Garden Leave 14 17. Office as a Director 14 18. Protective Covenants 15 19. Data Protection 15 20. Grievance and Disciplinary Procedure 15 21. Collective Agreements 16 22. General 16

Signatories 16

Schedule

1. Power of Attorney 17 2. Incentive Plans 18 3. Protective Covenants 21

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THIS AGREEMENT is made on 1 October 2019

BETWEEN: (1) WPP 2005 LIMITED (registered number 01003653) whose registered office is at Sea Containers, 19 Upper Ground, London SE1 9GL (the Company) (2) JOHN ROGERS (the Executive).

IT IS AGREED as follows: 1. INTERPRETATION 1.1 In this Agreement:

Appointment means the employment of the Executive by the Company on and subject to the terms of this Agreement;

Board means the board of directors of the Company or any committee of the board duly appointed for the purpose in question, from time to time;

Financial Year means the Company's financial year ending on 31 December each year;

Group means the Company, any holding company of the Company, and any holding company of the holding company from time to time, together with any subsidiary of the Company or its holding company or the holding company of its holding company, and Group Company means any one of them;

holding company and subsidiary shall, as the context so permits, have the meaning given by section 1159 of the Companies Act 2006 or under relevant applicable laws in Jersey;

Recognised Investment Exchange means a relevant EEA market as defined in, or a market established under, the rules of any investment exchange specified in schedule 3 to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;

Compensation Committee means the committee of non-executive directors as appointed by the Board of WPP plc from time to time for the purposes of determining the Company's policy on executive remuneration;

Termination Date means the date on which the Appointment terminates for whatever reason; and

UK Listing Authority means the FCA, acting in its capacity as the competent authority for the purposes of part VI of the Financial Services and Markets Act 2000. 1.2 A reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.3 The headings in this Agreement are for convenience only and do not affect its interpretation. 3

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2. COMMENCEMENT OF APPOINTMENT 2.1 The Appointment will begin on 27 January 2020 or such other date as the parties shall agree and when the Executive is not subject to any restrictions to prevent the commencement of his employment with the Company. There is no period of previous employment with the Company. 2.2 The Appointment may be terminated in accordance with clause 15 (or in furtherance of any right either party may have at common law). 3. EXECUTIVE'S DUTIES 3.1 The Executive shall serve the Company as Chief Financial Officer and as an Executive Director of WPP plc, and/or in such other capacity or capacities, within the Group as the Company may reasonably require from time to time, but subject always to it being consistent with his status, skills and experience. 3.2 During the Appointment the Executive shall: (a) diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board of WPP plc; (b) accept any offices or directorships as reasonably required by the Company; (c) use his best endeavours to promote, protect, develop and extend the business of the Company and any Group Company; (d) comply with all reasonable and lawful directions given to him by the Board of WPP plc; (e) comply with all policies and procedures of the Company and/or the Group. The Executive's attention is drawn, in particular, but without limitation, to the Company's data protection, anti-bribery and corruption and expenses policies and the WPP Code of Conduct; (f) comply with all requirements, recommendations or regulations of any regulatory authority which is relevant to the Executive's role and/or to the Company or any relevant Group Company; (g) promptly make such reports to the Board of WPP plc in connection with the affairs of the Company or any Group Company on such matters and at such times as are reasonably required; (h) report to the Board of WPP plc his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee who reports to him or a director of the Company or any Group Company, to the extent he has first-hand knowledge of such wrongdoing or proposed wrongdoing by such employee or director, promptly on becoming aware of it; (i) comply with the articles of association (as amended from time to time) of any Group Company of which he is a director; (j) abide by all statutory, fiduciary or common law duties to the Company or any Group Company of which he is a director; (k) do such things as are necessary to ensure compliance by himself and the Company or any relevant Group Company with the UK Corporate Governance Code of the UK Listing Authority (as amended from time to time); 4

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(l) comply with all requirements, recommendations or regulations, as amended from time to time, of the UK Listing Authority, the Market Abuse Regulation (596/2014/EU), the FCA and all other regulatory authorities relevant to the Company or any Group Company and any code of practice issued by the Company (as amended from time to time) relating to dealing in the securities of the Company or any Group Company; and (m) comply with the requirements under both legislation and regulations on insider dealing. 4. PLACE OF WORK 4.1 The Executive's normal place of work shall be the Company's head office in the UK from time to time as the Company may reasonably determine, for the proper performance of his duties. The Executive shall travel to such places (inside and) outside the UK as may be required in order to properly perform his duties, in particular, to the head office in the USA. In connection therewith, the Executive is likely from time to time to be required to work outside the UK for periods exceeding one month. 4.2 There are currently no additional terms which apply where the Executive is required to work outside the UK for a period exceeding one month, but the Company reserves the right to issue such terms, and any such terms will be notified to the Executive. 5. WORKING HOURS 5.1 The parties agree that the Executive's role and senior status are such that the Executive will determine the whole of his working time himself and his working time cannot be measured or pre-determined and, accordingly, that the Appointment falls within the scope of Regulation 20 of the Working Time Regulations 1998, meaning that the restrictions on working time set out in the Working Time Regulations do not apply to him. 5.2 During the Appointment, unless prevented by ill-health or accident and except during holiday taken in accordance with clause 11, the Executive shall devote the whole of his time, skill and attention during normal business hours, and at such other times as may be reasonably necessary (without additional remuneration), to his duties under this Agreement. 6. REMUNERATION 6.1 The Company will pay the Executive a salary of 740,000 and a fixed benefits allowance of 30,000 per annum. The salary (and so far, as is reasonably possible) the benefits allowance will accrue from day to day and be payable in equal instalments in arrears on or around the 25th day of every month, less deductions for income tax and National Insurance contributions and shall be inclusive of any fees receivable by the Executive as a director of any Group Company. 6.2 The Executive's salary will be reviewed by the Compensation Committee every two years. There will be no salary review after notice to terminate this Agreement has been given by either party. The Company has no obligation to increase the Executive's salary following a review. 6.3 The Executive will be eligible to participate in any bonus or discretionary remuneration plan on such terms as the Compensation Committee may from time to time decide and always subject to the terms of the Executive Remuneration policy as approved by shareholders of WPP plc and to additional terms and conditions including the malus and clawback provisions of all relevant share or stock plans and as referred to in Schedule 2. 6.4 Any bonus payment to the Executive shall be purely discretionary and shall not form part of the Executive's contractual remuneration under this Agreement. Payment of a bonus to the Executive in 5

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one year shall confer no right on the Executive to receive a bonus in any other year. Specifically, but without limitation, the Executive shall have no right to be considered for, or payment of, a bonus where the Executive is subject to, or may about to be subject to, an ongoing investigation or disciplinary process into facts or matters which could lead to such bonus being forfeited, or reduced and in all events if the Appointment has terminated for any reason or if he is under notice of termination whether given by the Executive or the Company at or prior to the date when a bonus might otherwise have been payable. For the avoidance of doubt, if the Executive is exonerated of any of the allegations made during any such disciplinary process or if any investigation does not result in any material action against the Executive, he will (once the disciplinary process or investigation is concluded) have the right to be considered for a bonus as if there had been no such investigation or disciplinary process. If any bonus becomes payable in such circumstances it will be paid without delay following the conclusion of the disciplinary process or investigation. 6.5 The Executive hereby irrevocably consents to the Company, at any time during the Appointment or on its termination (however arising), deducting from salary or any other payments due to the Executive in respect of the Appointment any monies due from him to the Company or any Group Company. 6.6 The Executive agrees that every benefit arising out of or in connection with his employment whilst he remains a director is subject to change (including detrimental change without compensation) where any particular benefit paid, or otherwise owing or becoming payable to him in the future, breaches or may breach the terms of the shareholder approved Executive Compensation Policy at any time. 7. EXPENSES

The Company will reimburse the Executive (on production of such evidence as it may reasonably require) the amount of all travelling and other expenses properly and reasonably incurred by him in the discharge of his duties in strict accordance with the Company's expenses policy from time to time. 8. PENSION 8.1 The Company operates a Group pension plan (the Plan). The Executive is entitled to participate in the Plan (or such pension scheme as may be established by the Company to replace the Plan), subject to its trust deeds and rules from time to time. The Executive has opted out of the Plan. Whilst his status remains so, he will receive in lieu the annual sum of 10% of his current salary, paid monthly in instalments, together with his salary. 8.2 The Company reserves the right to terminate the Plan at any time without replacing it. In this event, and assuming he is, or has been, a member, the Executive's rights (if any) will be in accordance with the said trust deeds and rules. 8.3 The Executive has been grated Fixed Protection. The Company acknowledges that once the Executive has informed the Company that he has Fixed Protection, under Regulation 5D of the Occupational and Personal Pension Schemes (Automatic Enrolment) Regulations 2010 it does not need to automatically-enrol or automatically re-enrol the Executive into a pension scheme. The Company therefore agrees not to enrol the Executive in the Plan or any other pension scheme at any time after the Executive has informed the Company that he has Fixed Protection 2016,

The Company agrees in the meantime that it will not enrol the Executive into the Plan or any other pension scheme unless it is compelled to do so by law or the parties agree in writing otherwise. If the Company is compelled to enrol the Executive into the Plan or another pension scheme under law, or the Executive opts to join the Plan or any other pension scheme the Executive acknowledges and agrees that: 6

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(a) the Company has no liability to him if payment of any contribution to, or the provision of any benefit under, the Plan (whether by itself or when aggregated with any contribution to or any increase in value of the Executive's rights under any other arrangement) gives rise to an annual allowance or lifetime allowance charge (within the meaning of the Finance Act 2004) and that the Company has no responsibility to make any enquiry or advise the Executive as to the possibility of any such charge; (b) he is liable for reporting and paying any such charge in accordance with the Finance Act 2004; and (c) the Company has no liability to him in respect of any loss for any reason of enhanced protection, fixed protection, fixed protection 2014, fixed protection 2016 or any similar protection allowed in future (for the purposes of the Finance Act 2004) if applicable to the Executive. 9. INSURANCES 9.1 In partial spend of the fixed benefits allowance referred to in sub-clause 6.1, the Executive and his spouse or civil partner and any children under the age of 21 (or 24 if in full time education) are entitled to membership of a private medical insurance scheme. 9.2 The Executive is entitled to membership of a Group income protection plan and life assurance cover, which will be paid for by the Company. 9.3 Participation in all insurance schemes from time to time is subject to: (a) the terms of the relevant insurance scheme, as amended from time to time; (b) the rules or the insurance policy of the relevant insurance provider, or WPP Healthcare Trust as amended from time to time; and (c) the Executive (and where relevant any other potential beneficiary) satisfying the normal underwriting requirements of the relevant insurance provider and the premium being at a rate which the Company considers reasonable. 9.4 If the insurer refuses for any reason to provide the benefit to the Executive (or any relevant dependant) the Company shall not be liable to provide to the Executive any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit. Full details of the insurance schemes are available from the Company's Worldwide Compensation and Benefits Director. 9.5 For the avoidance of doubt, the Company's sole obligations in respect of the insurance benefits referred to in sub clause 9.1 and 9.2 is to pay the premia from time to time requested by the provider and to pay to the Executive any sums as may from time to time be received by the Company from the provider in respect of any claim made by the Executive (for him or a dependent) under any insurance scheme. 9.6 The Company shall have the right at its sole discretion to alter the cover provided or any term of any insurance scheme or to cease to provide (without replacement) any insurance scheme or cover at any time. 9.7 The Executive is entitled to the benefit of any indemnity in the Company's articles of association and may also entitled to the benefit of cover under such directors and officers liability insurance policy as may be maintained by the Company from time to time. 7

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10. SICKNESS ABSENCE 10.1 If the Executive cannot attend work due to sickness or injury, the Executive will keep the Chairman informed of his condition and, where the absence lasts for a period of seven calendar days or more, the Executive will (at the request of the Company) produce a doctor's certificate to the Company in respect of his absence. (a) Provided the Executive complies with the Company's sickness absence notification and certification requirements, the Executive shall be entitled to receive his full salary and contractual benefits during any period of sickness absence not exceeding 26 weeks in any rolling period of 12 months. These payments shall be inclusive of any Statutory Sick Pay due. No payment of salary will be made during any subsequent period of absence when the Executive is eligible to receive benefits under the Group income protection plan referred to in sub clause 9.2. 10.2 If the Company so reasonably requires, the Executive agrees to consent to a medical examination by a medical practitioner nominated by the Company, at the Company's expense. The Executive agrees that the Company may have access to reports and results produced in connection with any such examination and that it may discuss the contents of the report with the relevant medical practitioner, subject to the Executive being given the opportunity to review and comment on the report before it is disclosed to anyone within the Company. 10.3 If the Executive is absent due to illness for more than one month, the Board shall be entitled at any time thereafter to appoint an executive director or employee to perform the Executive's duties and to exercise his powers until the Executive is able to resume his duties, following which such substitute will cease to act in the Executive's role. 10.4 The Company reserves the right to terminate the Appointment under the terms of this Agreement even when this would or might cause the Executive to forfeit any entitlement to sick pay or Group income protection benefit. 11. HOLIDAYS 11.1 The Company's holiday year runs from 1 January to 31 December (the Holiday Year). The Executive is entitled to 25 days' paid holiday in addition to the usual public or bank holidays in England) in every Holiday Year, to be taken at times convenient to the Company. 11.2 No accrued but untaken holiday may be carried forward to the next holiday year and will lapse unless the Executive has been prevented from taking holiday due to sickness or statutory family leave to which he is or may be entitled further to Company policy from time to time. 11.3 The Company reserves the right to require the Executive to take any outstanding holiday during any period of notice of termination of employment or to make a payment in lieu of holiday outstanding at the Termination Date. If, at the Termination Date, the Executive has taken more holiday than he has accrued, the Executive hereby expressly consents to the Company deducting an appropriate amount from any payments otherwise due him. Deductions and payments in lieu of holiday are to be calculated on the basis that a day's holiday is equal to 1/260 of the Executive's basic salary. 12. OTHER INTERESTS

During the Appointment, the Executive may not accept any employment with or appointment to any office, whether paid or unpaid, in relation to anybody, whether corporate or not (other than a Group Company), or directly or indirectly be interested in any manner in any other business except: 8

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(a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and the Executive (together with his spouse, children, parents and parents' issue) neither holds nor is beneficially interested in more than 1% of the securities of that class; or (b) with the consent in writing of the Company, which may be given subject to any terms which the Company requires. 13. CONFIDENTIAL INFORMATION 13.1 In this clause 13, Confidential Information means information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating, without limitation, to the business, clients, customers, products, affairs and finances of the Company or any Group Company for the time being confidential to the Company or any Group Company or in relation to which the Company or any Group Company is subject to a duty of confidentiality and trade secrets including, without limitation, technical data and know-how relating to the business of the Company or any Group Company or of any persons having dealings with the Company or any Group Company, whether or not such information (if it is not in oral form) is marked confidential, and includes, without limitation: (a) existing and prospective activities of the Company or any Group Company, including timing, business plans and financial information; (b) existing and prospective terms of business, prices and pricing strategies and structures, profit margins, trading arrangements, discounts and rebates of the Company or any Group Company; (c) existing and prospective marketing information, plans, strategies, tactics and timing relating to the Company or any Group Company; (d) existing and prospective lists of suppliers and rates of charge relating to the Company or any Group Company; (e) existing and prospective financial and other products or services, including applications, designs, technical data and qualifications relating to the Company or any Group Company; (f) existing and prospective software applications relating to the Company or any Group Company; (g) information relating to existing and prospective officers, employees and consultants of the Company or any Group Company including their engagement, their contractual terms including commission and bonuses and information relating to the termination of their employment or appointment with the Company or any Group Company; (h) any disputes and litigation proposed, in progress or settled in relation to the Company or any Group Company; (i) any invention, technical data, know-how or other manufacturing information of the Group or its customers/clients; and (j) existing and prospective research and development activities. 13.2 The Executive must not make use of or divulge to any person or entity, and must use his best endeavours to prevent the unauthorised use, publication or disclosure of, any Confidential 9

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Information which is disclosed or made available to the Executive, either directly or indirectly, during the course of, or in connection with, the Executive's employment or his holding any office within the Group from any source within the Company or any Group Company and shall be under an obligation promptly to report to the Group any such unauthorised use or disclosure which comes to his knowledge. 13.3 This clause 13 does not apply to information which: (a) is used or disclosed in the proper performance of the Executive's duties or with the prior written consent of the Company or any Group Company; (b) is ordered to be disclosed by a court of competent jurisdiction or otherwise required to be disclosed by law; (c) is already in the public domain (other than as a result of unauthorised disclosure by the Executive or any other person); or (d) is already lawfully possessed by the Executive without any obligations of confidentiality or restrictions on use. 13.4 The Executive shall not, during the Appointment or at any time thereafter, make, except for the benefit of the Company or any Group Company, any copy, record or memorandum (whether or not recorded in writing or on computer disk or tape) of any Confidential Information and any such copy, record or memorandum made by the Executive during the Appointment shall be and remain the property of the Company and accordingly shall be returned by the Executive to the Company on the Termination Date or when required to do so by the Company. 13.5 The Executive shall not other than in the ordinary course of the Appointment without the prior written consent of the Board either directly or indirectly publish any opinion, fact or material or deliver any lecture or address or participate in the making of any film, radio broadcast or television transmission or communicate with any representative of the media or any third party relating to: (a) the business or affairs of the Company or of any other Group Company or to any of its or their officers, employees, customers, clients, suppliers, distributors, agents or shareholders; or (b) the development or exploitation of any Intellectual Property Rights, including Confidential Information. 13.6 Each of the restrictions in each sub clause above will be enforceable independently of each of the others and its validity will not be affected if any of the others are invalid. If any of those restrictions are void but would be valid if some part of the restriction were deleted, the restriction in question will apply with such modification as may be necessary to make it valid. 13.7 For the avoidance of doubt, nothing in this Agreement precludes the Executive from making a protected disclosure within the meaning of Part 4A (Protected Disclosures) of the Employment Rights Act 1996. 14. INTELLECTUAL PROPERTY 14.1 For the purposes of this Agreement, the following definitions shall apply: (a) Intellectual Property Rights means: (i) copyrights, moral rights, patents, inventions, know-how, Confidential Information, database rights, brands, business names, domain names, 10

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and rights in trademarks, service marks and designs (whether registered or unregistered); (ii) applications for registration, and the right to apply for registration, and registrations for any of the same, and any renewals, reissues, extensions, continuations or divisions thereof; (iii) rights to use such assets listed in subparagraphs (i) and (ii) under licences, consents, orders, statutes or otherwise; and (iv) all other intellectual property rights and equivalent or similar forms of protection now or hereafter existing anywhere in the world. (b) IP Materials means all documents, software, photographic or graphic works of any type, and other materials in any medium or format which are created by or on behalf of the Executive in the course of performing his obligations under this Agreement and which are protected by or relate to Intellectual Property Rights. 14.2 Any Intellectual Property Rights created by the Executive or arising in the course of his employment or his performing his obligations under this Agreement shall belong to and vest in the Company. 14.3 To the extent that ownership of Intellectual Property Rights does not vest in the Company by operation of law, the Executive hereby assigns to the Company his entire right, title and interest in all Intellectual Property Rights which arise in the course of performing his obligations under this Agreement (including all present and future copyright, and copyright revivals and extensions). This assignment shall take effect upon the creation of each of the Intellectual Property Rights but if for any reason this does not occur, he agrees that he will hold all such Intellectual Property Rights on trust for the benefit of the Company until such time as it does. 14.4 The Executive agrees to sign all documents and to do all other acts which the Company requests (at its expense) to enable the Company to enjoy the full benefit of this clause 14. This includes joining in any application, which may be made in the Company's sole name for registration of any Intellectual Property Rights (such as a patent, trademark or registered design), and assisting the Company in defending and enforcing such rights during and after the employment (at the Company's expense). 14.5 Without prejudice to the generality of clause 13 (Confidential Information), the Executive may only use the Intellectual Property Rights and IP Materials to perform his obligations under this Agreement, and shall not disclose any Intellectual Property Rights or IP Materials to any third party without the express prior written consent of the Company. 14.6 The Executive waives all moral rights in IP Materials to which he may otherwise be entitled under the law of any relevant jurisdiction and which cannot be vested or assigned pursuant to sub clause 14.2 or 14.3. To the extent that any moral rights cannot be waived under the laws of any relevant jurisdiction, the Executive agrees that he will not enforce such rights. 14.7 The Executive shall promptly transfer to the Company all IP Materials in his possession or under his control as at the Termination Date, or at any time when the Company requests. No copies or other record of any IP Materials may be retained by the Executive except with the prior written consent of the Company. 14.8 The Executive understands and accepts that the remuneration and benefits provided to him by the Company in accordance with this Agreement constitute sufficient consideration to the Executive for the performance of his obligations under this clause 14 including, for the avoidance of doubt, the waiver of or covenant not to assert any moral rights that he may have. 14.9 This clause 14, and the rights and obligations of the parties contained herein, shall survive expiry of this Agreement, or its termination, for any reason. 11

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15. TERMINATION OF EMPLOYMENT 15.1 The Appointment may be terminated by either party giving the other at least 12 months' notice in writing. 15.2 The Company may in its sole and absolute discretion (whether or not any notice of termination has been given under sub clause 15.1) terminate this Agreement at any time and with immediate effect by giving notice in writing to the Executive that the Company is exercising its rights pursuant to this clause 15. If the Company elects to terminate the Executive's employment in this way, it will make, within 30 days, either the first instalment (of equal monthly instalments) of a, or an entire, payment in lieu of notice (Payment in Lieu) equal to the basic salary, benefit allowance and any benefits, as at the Termination Date, which the Executive would have been entitled to receive under this Agreement during the notice period referred to at sub clause 15.1 (or, if notice has already been given, during the remainder of the notice period), less all relevant deductions for income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or discretionary payment(s) that might otherwise have been due during the period for which the Payment in Lieu is made; and (b) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 15.3 The Company may pay any sums due under sub clause 15.2 in equal monthly instalments until the date on which the notice period referred to at sub clause 15.1 would have expired if notice had been given (the Payment Period). 15.4 The Payment in Lieu is at all times conditional on the Executive informing the Company immediately in the event that he receives, or has a right to receive, remuneration from any source in respect of his employment or the provision of his services during the Payment Period or relating to the Payment Period (remuneration shall include any salary, fee or other benefit). 15.5 If the Executive obtains alternative employment or an alternative engagement during the Payment Period any further monthly instalments of the Payment in Lieu will be reduced on a pro rata basis by any payment or remuneration in respect of such alternative employment or alternative engagement during the Payment Period or relating to the Payment Period. 15.6 The Executive shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in sub clause 15.2. 15.7 Nothing in this clause 15 shall prevent the Company from terminating the Appointment in breach of contract or of common law. 15.8 If the Executive: (a) in the reasonable opinion of the Board fails or neglects efficiently and diligently to discharge his duties, including, without limitation his duties under Chapter 2 of part 10 of the Companies Act 2006, or is guilty of any serious or repeated material breach of his obligations under this Agreement and, if that material breach is remediable, fails to remedy the breach within a period of 21 days after being notified in writing to do so; (b) is guilty of any fraud, dishonesty, serious misconduct or any other conduct which, in the reasonable opinion of the Board, brings or is likely to bring the Executive or the Company or 12

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any Group Company into disrepute or affects or is likely to affect prejudicially the interests of the Company or the Group; (c) is convicted of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed); (d) is guilty of any material breach or material non-observance of any code of conduct, requirement, rule or regulation referred to in sub clause 3.2; (e) becomes bankrupt or makes any arrangement or composition with his creditors; (f) is prohibited from being a director by law; (g) resigns as a director without the Company's prior consent; (h) has become physically or mentally incapable of acting as a director and may remain so for more than six months, according to a written opinion issued in relation to the Executive to the Company from a registered medical practitioner who is treating the Executive; or (i) is not or ceases to be eligible to work in the UK,

the Company may by written notice to the Executive terminate this Agreement with immediate effect. 15.9 The Company's rights under clause 15.8 are without prejudice to any other rights that it might have at common law to terminate the Appointment or to accept any breach of this Agreement by the Executive as having brought the agreement to an end. Any delay by the Company in exercising its rights shall not constitute a waiver thereof. 15.10 On the Termination Date or, at the request of the Board on either party giving notice to terminate this Agreement, the Executive will immediately: (a) deliver to the Company all other property in his possession, custody or under his control belonging to any Group Company including (but not limited to) computers and any other electronic devices, business cards, credit and charge cards, security passes, original and copy documents or other media on which information is held in his possession relating to the business or affairs of any Group Company; and (b) to the extent possible, irretrievably delete (without keeping any copies in any format) any information relating to the business or affairs of the Company or any Group Company or any of its or their business contacts from any computer or communications systems, including any website or email account, owned or used by the Executive outside the Company's premises and notify the Company of any passwords the Executive used in relation to its computer system. 15.11 If the Executive's rights or benefits under any share option or share incentive scheme in which the Executive may participate (as set out at the date hereof in Schedule 2) are affected by the termination of the Employment, his rights will be determined solely in accordance with the rules of the relevant scheme and the Executive shall not be entitled to any compensation for the loss of any rights or benefits under such scheme. 15.12 If the Appointment is terminated for the purpose of the reconstruction or amalgamation of the Company or by reason of the Company transferring all or a substantial part of its business to another company and the Executive is offered employment by the reconstructed or amalgamated or transferee company on similar terms to the terms of this Agreement, the Executive will have no claim 13

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against the Company or such reconstructed or amalgamated or transferee company in respect of the termination of the Appointment. 16. GARDEN LEAVE 16.1 Following service of notice to terminate the Appointment by either party or if the Executive purports to terminate the Appointment in breach, the Board may suspend all or any of the Executive's duties and powers for such periods and on such terms as he considers expedient and this may include a term that: (a) the Executive must stay away from all or any of the Company's premises, and/or (b) will not be provided with any work, and/or (c) will have no business contact with all or any of the Group's agents, employees, customers, clients, distributors and suppliers, and/or (d) will have no access to the Company's communications systems.

(referred to as Garden Leave). 16.2 During any period of Garden Leave the Company will continue to pay the Executive's salary, benefits allowance and maintain the benefits to which he is contractually entitled prior to the commencement of his Garden Leave (for the avoidance of doubt the Executive shall not be entitled to any bonus or discretionary payment(s) during any period of Garden Leave). 16.3 During any period of Garden Leave may appoint a replacement to exercise any of the Executive's duties and responsibilities and may require the Executive to take such actions as he reasonably requires to effect a proper handover of any of his duties and responsibilities. Alternatively, the Company may require the Executive to carry out exceptional duties or special projects outside the normal scope of his duties and responsibilities (provided such projects are broadly commensurate with his status). 16.4 During any period of Garden Leave the Executive's employment will continue and the Executive will continue to be bound by his obligations under this Agreement and by his general duties of fidelity and good faith (and, where applicable, as a fiduciary). The Executive agrees that the Company may, if it so chooses, announce to third parties that the Executive has resigned or been given notice (as the case may be) but the Executive will not make any comment on his status or change of duties, except to confirm he is on garden leave. 17. OFFICE AS A DIRECTOR 17.1 Any office or directorship which the Executive holds in any Group Company is subject to the articles of association of the relevant company from time to time. 17.2 The Executive is required to familiarise himself with all his responsibilities as a director, legal and/or otherwise. 17.3 Upon termination of this Agreement, or on the Board's request, the Executive will resign from any office held by him in any Group Company without any claim for compensation. 17.4 The Executive shall, at the time of signing this Agreement, appoint the Company as his attorney by executing a Power of Attorney in the form set out in Schedule 1 so that the Company can give effect to the provisions of sub clause 17.3 above and clause 14 above as required. 14

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17.5 In the event that the Executive fails to be re-elected as a director of any Group Company, or if the Executive resigns as a director of any Group Company at the Company's request, this Agreement shall not automatically terminate and the Executive will continue as an employee of the Company unless and until either party elect to terminate the employment (either in accordance with clause 15.1, or where the Company may have a right to terminate his employment summarily under clause 15 or at common law). 17.6 The Executive must not resign from any directorship or office of any Group Company, except on termination of this Agreement (by either party), on the Board's request or as provided in the articles of association of the Company, and he must not do anything that would cause him to be disqualified from continuing to act as a director. 18. PROTECTIVE COVENANTS 18.1 The Executive acknowledges that his senior position with the Company and any Group Company gives him access to and the benefit of confidential information vital to the continuing business of the Company and any Group Company and influence over and connection with the Company's customers, clients, suppliers, distributors, agents, employees, workers, consultants and directors and those of any Group Company in or with which the Executive is engaged or in contact and acknowledges and agrees that the provisions in Schedule 3 are reasonable in their application to him and necessary but no more than sufficient to protect the interests of the Company and any Group Company. 18.2 If any person offers to the Executive any arrangement, contractual or otherwise, and whether paid or unpaid, which might or would cause the Executive to breach any of the covenants in Schedule 3, he will notify that person of the terms of that Schedule 3 and provide that person with a complete copy of it. 19. DATA PROTECTION 19.1 The Company takes its data protection obligations very seriously and complies with its legal obligations under the General Data Protection Regulation and the Data Protection Act 2018 to protect the privacy and security of the Executive's personal information. As a data controller the Company is required to inform the Executive how we hold and use his information. 20. GRIEVANCE AND DISCIPLINARY PROCEDURE 20.1 If the Executive is dissatisfied with any disciplinary decision relating to him, including any decision to dismiss him, he will have the right to appeal to the Chairman of WPP plc, whose decision will be final. 20.2 If the Executive seeks to redress any grievance relating to his employment, the Executive should raise this in the first instance with the Chairman. If the matter is not satisfactorily resolved, the Executive should then apply in writing to the Board and the Board's decision will be final. 20.3 The Company may suspend the Executive from any or all of his duties for as long as is reasonably necessary to investigate any matter in which the Executive is implicated or involved, whether directly or indirectly, or in the event that the Company believes that the Executive's presence in the office would be detrimental to any investigation or to other employees or to the Executive. The provisions of clause 16.1 (a) to (d) and 16.2 will apply during any such period of suspension, with any additional terms depending on the circumstances that may be notified to the Executive in writing at that time. 15

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21. COLLECTIVE AGREEMENTS

The Company is not a party to any collective agreement which affects the Executive's employment. 22. GENERAL 22.1 This Agreement is governed by and construed in accordance with English law, save where provided otherwise herein. 22.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). 22.3 This Agreement contains all the information which is required to be provided to the Executive under section 1 of the Employment Rights Act 1996. 22.4 As from the effective date of this Agreement, all other agreements or arrangements between the Company or any Group Company relating to the employment of the Executive cease to have effect. This Agreement (and the documents referred to within it, including but not limited to the share plans that the Executive participates in from time to time) comprises the whole agreement between the Executive and the Company relating to the Executive's employment by the Company. 22.5 Each Group Company shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce the rights bestowed on it by this Agreement. The consent of a Group Company is not required to amend any terms of this Agreement. Except as set out in this clause 22, a person who is not a party to this Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999. 22.6 This Agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

AS WITNESS the hands of the Executive and of the duly authorised representatives of the Company on the date which appears first on page 1.

SIGNATORIES SIGNED by WPP 2005 LIMITED acting by MARK READ ) /s/ Mark Read

SIGNED by JOHN ROGERS ) /s/ John Rogers 16

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SCHEDULE 1 POWER OF ATTORNEY

By this Power of Attorney made on 1 October 2019, I JOHN ROGERS in accordance with the terms of my service agreement (the Service Agreement) with WPP 2005 Limited (the Company) dated today HEREBY APPOINT the Company to act as my attorney with authority in my name and on my behalf (so that words and expressions defined in the Service Agreement shall have the same meaning herein): (a) during my employment or after it has terminated, to do anything and sign or execute any document and generally to use my name for the purpose of giving to the Company or to any Group Company or its or their nominee(s) the full benefit of clause 14 (Intellectual Property); (b) during my employment or after it has terminated, to do anything and sign or execute any document as may be required under the constitution of the Company and each Group Company to make my resignation as a director from those companies effective; and (c) to appoint any substitute and to delegate to that substitute all or any powers conferred by this Power of Attorney.

I declare that this Power of Attorney, having been given by me to secure my obligations under clause 14 (Intellectual Property) and clause 15 (Termination of Employment) of the Service Agreement, shall be irrevocable in accordance with section 4 of the Powers of Attorney Act 1971.

This Power of Attorney is governed by and construed in accordance with English law, save where provided otherwise herein.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Power of Attorney or its subject matter or formation (including non-contractual disputes or claims).

IN WITNESS whereof this Power of Attorney has been duly executed. EXECUTED as a deed by JOHN ROGERS ) ) /s/ John Rogers in the presence of: )

Witness: Signature: /s/ Rachel Blackman - Rogers

Name: Rachel Blackman - Rogers

Address:

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SCHEDULE 2 INCENTIVE PLANS

The Executive will be eligible to participate in each of the Incentive plans referred to below in accordance with the rules of the relevant plans from time to time.

The receipt of any bonus, award, stock or payment under any or all of these plans in one year shall not create any right or expectation to any bonus or payment in any subsequent year. 1 SHORT TERM INCENTIVE PLAN (STIP) 1.1 The Executive's STIP target award will be up to 112% of base salary with a potential award of up to a maximum of 225% of basic salary depending how far the target may be exceeded. 1.2 All payments under the STIP are discretionary and subject to the approval of the Compensation Committee. 1.3 STIP awards are paid out partly in cash and partly in the form of a deferred stock award under the ESA, the exact split from time to time being a matter of Compensation Committee discretion. The cash element under the STIP is payable in the year following the year for which the bonus is payable. The deferred stock element will be governed by the rules of the relevant stock plan. 1.4 In the event the Executive's employment is terminated or he is under notice of termination, whether such notice is given or received by the Company, prior to the date on which the bonus is paid (in respect of the cash element) or prior to the vesting date of the deferred stock award (in respect of the deferred stock element) the Executive will forfeit all and any rights or entitlements under the STIP and will not have any rights against the Company and/or WPP plc in respect of the loss of such entitlement. 2 EXECUTIVE SHARE AWARD (ESA) 2.1 The Executive will be eligible to receive Executive Share Awards (ESA) further to his STIP awards. 2.2 Annual targets based on the financial results of the Company will be determined by WPP plc. ESAs are granted in form of awards (if any) made after the end of the relevant calendar year, under the relevant stock plan and are subject to such conditions as the Compensation Committee may determine from time to time. All ESAs are subject to the overriding discretion of the Compensation Committee up to the point at which the award under the relevant stock plan is granted. Currently the ESA share vesting period is three years from the start of the Financial Year to which the relevant ESA award relates. 2.3 The granting and vesting of stock awards will be subject to such conditions as the Compensation Committee may determine from time to time and subject always to the provisions of the relevant stock plan. 3 EXECUTIVE PERFORMANCE SHARE PLAN (EPSP) 3.1 At the discretion of the Compensation Committee, the Executive will be eligible to participate in the Executive Performance Share Plan. 3.2 The Company currently expects that the Executive will be granted a target award under the EPSP of WPP plc stock of 300% of his base salary (but this is subject always to the discretion of the 18

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Compensation Committee and may be adjusted downwards prior to the grant being made) which will vest subject to performance (as deemed by the Compensation Committee in its discretion) at the end of the performance period. 3.3 The granting and vesting of awards under the EPSP will be subject to such conditions as the Compensation Committee may determine from time to time and subject always to the provisions of the EPSP 4 PERFORMANCE ADJUSTMENTS 4.1 If the Executive: (a) commits an act of fraud, dishonesty, deceit, breach of fiduciary duty or other gross misconduct; (b) does or omits to do something that results in a set of audited accounts of a Group Company being materially wrong or misleading; and either (i) those accounts have to be materially corrected; or (ii) a subsequent set of accounts or data have to be adjusted or include a provision or write down as a result of that act or omission; or (iii) a liquidation event occurs in relation to that Group Company; or (c) knew or should have known that any information used to calculate any STIP awarded to him was incorrect; or (d) prior to the award or payment of any STIP award, committed any material wrongdoing that had the Company known of it would have entitled the Company to terminate the Executive's employment in accordance with clause 15 of the Agreement,

then the Compensation Committee can decide that: (i) any STIP award or part of a STIP award awarded to him pursuant to this Agreement will be cancelled; and/or (ii) any STIP award or part of a STIP award paid to him in satisfaction of any STIP award under this Agreement must be repaid by the Executive. 4.2 This sub-clause 4.2 applies if, at any time prior to the third anniversary of the payment of any STIP awarded pursuant to this Agreement, the Compensation Committee determines that any of the circumstances described in sub-clauses 4.1(a) to 4.1(d) has arisen. 4.3 If sub-clause 4.2 applies, the Compensation Committee can decide that the relevant STIP award or part of the STIP award will be cancelled or should not have been paid and must be repaid by the Executive to compensate the Company for any overpayment. 4.4 Subject to sub-clause 4.5 the Executive will, if required to do so by the Compensation Committee, repay to the Company or to another Group Company as notified by the Company the amount of cash that the Compensation Committee determines is required to compensate the Company for any overpayment. 19

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4.5 If the Executive was subject to tax, social security contributions or other levies (Taxes) on payment of the STIP award, and in the Compensation Committee's reasonable opinion he will not get a credit or repayment of some or all of the Taxes, the Compensation Committee will reduce the amount of cash that the Executive can be required to transfer under sub-clause 4.4 by the amount that reflects the Taxes in respect of which credit or repayment is unavailable. 4.6 The Compensation Committee will act reasonably in using its authority under sub-clauses 4.1to 4.5of this Schedule 2 5 ONE-TIME AWARDS

5.1 The Executive will, subject to the terms of this Schedule 2, be eligible to receive the following one-time awards in compensation for the short term and long-term incentive awards he will cease to be entitled to on cessation of his previous directorship of and employment with J Sainsbury plc or one of its subsidiaries (JS):

(a) a cash award equivalent to the cash bonus he would have received from JS in respect of the 2019 financial year and payable in 2020 determined on the same basis as the compensation committee of JS awards a cash bonus to the CEO and Executive management team of JS; and

(b) 361,252 payable in cash in respect of the JS 2018 Deferred Share Award; and

(c) 368,455 payable in cash in respect of the JS 2016 LTIP Award; and

(d) an award equivalent to the value of the deferred share award he would have received from JS in respect of the 2019 financial year and awarded in 2020 determined on the same basis as the compensation committee of JS awards a cash bonus to the CEO and Executive management team of JS, to be granted over restricted ordinary WPP shares with a vesting date in May 2022;

(e) an award to the value of 364,102 to be granted over restricted ordinary WPP shares with a vesting date in May 2021 in respect of the JS 2019 Deferred Share Award; and

(f) a cash award in respect of the JS 2017 LTIP award currently estimated to be valued at 644,160 but to be determined based on the actual performance disclosed in the JS 2020 annual report and accounts and to include JS dividend equivalents. The Executive commits to utilise the net amount after tax and deductions to acquire WPP ordinary shares that he will hold beneficially for a minimum of two years; and

(g) an award to the value of 1,069,788 to be granted over ordinary shares under the terms of the WPP EPSP 2019 award with a vesting date of March 2021 in respect of the JS 2018 LTIP. The Executive commits to utilise the net amount after tax and deductions to acquire WPP ordinary shares that he will hold beneficially for a minimum of two years; and

(h) an award to the value of 1,427,991 to be granted over ordinary shares under the terms of the WPP EPSP 2019 award with a vesting date of March 2022 in respect of the JS 2019 LTIP. The Executive commits to utilise the net amount after tax and deductions to acquire WPP ordinary shares that he will hold beneficially for a minimum of two years.

5.2 In relation to the one-time awards in clause 5.1 payable in cash, the payment will be made in the second month following the Executive's commencement of employment with the Company or such later date when the outcomes of the JS incentive plans are available. The one-time share award in clause 5.1 will be made in the first open period of WPP plc following the Executive's commencement of employment with the Company. 20

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SCHEDULE 3 PROTECTIVE COVENANTS 1 The Executive agrees and undertakes with the Company acting on behalf of itself and as agent for each Group Company that he will not in any Relevant Capacity at any time during the Restricted Period: (a) within or in relation to the Restricted Territory take any steps preparatory to or be directly or indirectly engaged, employed, interested or concerned in: (i) any Competing Business; and/or (ii) any Target Business Entity, (b) within or in relation to the Restricted Territory acquire a substantial or controlling interest directly or by or through any nominee or nominees in any Competing Business, Target Business Entity or in any Person owning or controlling a Competing Business or Target Business Entity; or (c) solicit or attempt to solicit, canvass, interfere with or entice away from the Company or any Relevant Group Company the custom or any prospective custom of any Client or any Prospect with a view to providing to that Client or Prospect any products or services which are the same as or materially similar to any Restricted Business in competition with the Company or any Relevant Group Company; or (d) provide or agree to provide any products or services which are the same as or materially similar to any Restricted Business to any Client or any Prospect in competition with the Company or any Relevant Group Company; or (e) solicit, entice or encourage or attempt to solicit, entice or encourage any Key Individual to leave the employment of the Company or any Relevant Group Company (whether or not such person would commit any breach of his contract of employment by doing so); or (f) employ, engage, appoint, enter into partnership or association with or in any way cause to be employed, engaged or appointed any Key Individual in relation to any Person which is or is proposing to be a Competing Business or is or is proposed to be directly or indirectly owned by or controlling any Competing Business; or (g) provide or agree to provide any products or services which are the same as or materially similar to any Restricted Business in respect of any Competitor Account; or (h) be employed or engaged by any Client or Prospect if as a result the Client or Prospect will cease to use or materially reduce its usage of the products or services of the Company or any Relevant Group Company or, in the case of a Prospect, will not use the products or services of the Company or any Relevant Group Company or use them to a materially lesser extent; or (i) solicit or try to solicit or place orders for the supply of products or services from any Supplier if as a result the Supplier will cease supplying, materially reduce its supply or vary detrimentally the terms on which it supplies products or services to the Company or any Relevant Group Company; or 21

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(j) encourage, assist or procure any Person to do anything which if done by the Executive would be a breach of sub clauses 1 (a) to (i). 2 The Executive agrees that updating his profile and/or connecting or reconnecting to Clients, Suppliers or Prospects using Social Media during the Restricted Period may amount to a breach of sub clauses 1 (a) to (j) above. 3 The parties agree that the restrictions (whether taken individually or as a whole) in sub clauses 1 (a) to (j) above are reasonable having regard to the legitimate protectable interests of the Company and the Group and that each such restriction is intended to be separate and severable and the validity of each is not affect if any of the others are involved. In the event that any of the restrictions is held to be void but would be valid if part of its wording was deleted, that restriction shall apply with whatever deletion is necessary to make it valid and effective. 4 It is understood and agreed by the parties that damages shall be an inadequate remedy in the event of a breach by the Executive of any of the restrictions contained in sub clauses 1 (a) to (i) above and that any such breach by him or on his behalf will cause the Company and any Relevant Group Company great and irreparable injury and damage. Accordingly, he agrees that the Company and/or any Relevant Group Company shall be entitled, without waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to injunctive and other equitable relief in the event of a breach or intended or threatened breach by the Executive of any of those restrictions. 5 If the Company exercises its right to suspend the Executive's duties and powers under clause 16, the period of the suspension will reduce the Restricted Period. 6 For the purposes of this Schedule 3 the following additional definitions shall apply:

Client means any Person with whom or which the Company or any Relevant Group Company has arrangements in place for the provision of any Restricted Business and with whom or which the Executive had material involvement or for whose business he was responsible or about which he acquired material Confidential Information, in the course of his employment at any time during the Relevant Period.

Competing Business means any Person providing or proposing to provide any products or services which are the same as or materially similar to and competitive with any Restricted Business.

Competitor Account means any account, product or brand which competes with any Client's account, product or brand in respect of which the Executive had material dealings or responsibility on behalf of the Company or any Relevant Group Company or about which he acquired Confidential Information, during the course of his employment at any time during the Relevant Period.

Key Individual means any individual who was employed by the Company or any Relevant Group Company to provide services personally at the date on which the Appointment terminates (or but for the breach by the Executive of his obligations under this Agreement and/or implied by law would have been so employed at the date on which the Appointment terminates) and who in the course of his duties during the Relevant Period had material dealings with the Executive and: (a) either: (i) reported directly to him; and 22

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(ii) had material contact with clients or suppliers of the Company or any other Relevant Group Company in the course of his employment;

or (b) was a member of the board of directors or the senior management team of the Company or any Relevant Group Company or reported to any such board of directors or senior management team.

Prospect means any Person who was at any time during the Relevant Period negotiating or discussing (which shall include for these purposes a pitch or presentation) with the Company or any Relevant Group Company the provision of any Restricted Business and in respect of which such negotiations or discussions the Executive was materially involved or had responsibility for or about which he acquired material Confidential Information, in the course of his employment at any time during the Relevant Period.

Relevant Capacity means either alone or jointly with another or others, whether as principal, agent, consultant, director, partner, shareholder, independent contractor, employee or in any other capacity, whether directly or indirectly, through any Person and whether for the Executive's own benefit or that of others (other than as a shareholder holding directly or indirectly by way of bona fide investment only and subject to prior disclosure to the Company up to 1% in nominal value of the issued share capital or other securities of any class of any company listed or dealt in on any Recognised Investment Exchange).

Relevant Group Company means any Group Company to which the Executive rendered services or for which he had management or operational responsibility during the course of his employment at any time during the Relevant Period.

Relevant Period means the twelve-month period ending with the Termination Date.

Restricted Business means and includes any of the products or services provided by the Company or any Relevant Group Company at any time during the Relevant Period with which the Executive had a material involvement or about which he acquired Confidential Information at any time during the Relevant Period.

Restricted Period means the 12-month period commencing on the Termination Date in relation to sub-clause 1(a) and the 18- month period commencing on the Termination Date in relation to all remaining sub-clauses in clause 1 above.

Restricted Territory means England and such other countries in which the Company or any Relevant Group Company carried on any Restricted Business at the Termination Date.

Supplier means any Person who at any time during the Relevant Period provided products or services to the Company or any Relevant Group Company being a Person with whom the Executive had material dealings or for whom he had responsibility or about whom he acquired material Confidential Information, in the course of his employment at any time during the Relevant Period.

Target Business Entity means any business howsoever constituted (whether or not conducting a Restricted Business) which was at the Effective Date or at any time during the Relevant Period a business which the Company or any Relevant Group Company had entered into negotiations with or had approached or had identified as: 23

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(a) a potential target with a view to its acquisition by the Company or any Relevant Group Company; and/or (b) a potential party to any joint venture with the Company or any Relevant Group Company,

in either case where such approach or negotiations or identity were known to a material degree by the Executive or about which he acquired material Confidential Information, in the course of his employment during the Relevant Period. 24
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
[EX A]: 15657

[EX Q]: EXHIBIT 4.1 CONSULTING AGREEMENT THIS AGREEMENT is dated for reference the 1st day of February, 2020 (the Effective Date). BETWEEN: CORAL GOLD RESOURCES LTD., a company duly incorporated pursuant to the laws of the Province of British Columbia and having its head office at Suite 900 - 570 Granville Street, Vancouver, British Columbia V6C 3Pl (the Company) AND: INTERMARK CAPITAL CORP., a company duly incorporated pursuant to the laws of the Province of British Columbia and having an office at Suite 900 - 570 Granville Street, Vancouver, British Columbia V6C 3PI (the Consultant) WHEREAS: A. The Company is a mining and exploration company, whose common shares are listed on the TSX Venture Exchange and OTCQX;

B. The Consultant provides management and financial consulting services to exploration and development companies, and the principal shareholder of the Consultant, David Wolfin (the Principal), has been the President and Chief Executive Officer and a director of the Company; and

C. The Company wishes to engage the management and financial services of the Consultant, and the Consultant wishes to be engaged by the Company, to perform the functions of a management consultant to the Company as set forth herein below. NOW THEREFORE, in consideration of the premises and the covenants and agreements of the parties hereto as hereinafter set forth, and for other good and reliable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties hereto covenant and agree as follows: 1. ENGAGEMENT OF CONSULTANT

1.1 The Company hereby appoints and engages the Consultant as a consultant with respect to the Services (as defined below) and the Consultant hereby accepts such appointment and engagement by the Company, all upon and subject to the terms and conditions of this Agreement.

2. SERVICES OF CONSULTANT

2.1 During the Term (as defined below), the Consultant shall provide to the Company advisory and consulting services as more particularly set forth in Schedule A or as the Company may request from time to time (collectively, the Services).

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2.2 The Consultant shall at all times and in all respects do its utmost to enhance and develop the business interests and welfareof the Company.

2.3 The Consultant shall be subject to such supervision as may be imposed by the Company in its sole discretion, and the Consultant shall furnish regular reports and any other data and information relating to the Services as may, from time to time, be requested by the Company.

2.4 The Consultant shall provide its services to the Company.

3. FEES

3.1 The Company will pay the Consultant basic remuneration for its services in the sum of $10,000 per month (the Consulting Fee) commencing on the 1st day of February, 2020, and payable on the last day of each month thereafter up to and including the 31st day of January, 2025, together with any such increments thereto as the Compensation Committee of the Board of Directors of the Company may from time to time determine. In addition, the Company will pay to the Consultant all reasonable expenses of the Consultant as agreed to from time to time which are incurred by the Consultant in delivery of the Services, based on monthly invoices submitted to the Company, including copies of all paid receipts; plus harmonized sales taxes or goods and services taxes, as the case may be, in addition to the Consulting Fees, which taxes will be remitted by the Consultant to the Canada Revenue Agency.

4. TERM AND RENEWAL

4.1 During the term of this Agreement, the Consultant shall provide its Services to the Company through its Principal, and the Consultant shall ensure that the Principal will be available to provide such Services to the Company in a timely manner.

4.2 The term of this Agreement is for a period of five (5) years (the Term) commencing on the Effective Date and, unless terminated earlier in accordance with the termination provisions of this Agreement, ending on January 31, 2025.

5. TERMINATION

5.1 This Agreement can be terminated at any time prior to the expiry of the Term, as follows: (a) by the Consultant electing to give the Company not less than 3 months prior notice of such termination;

(b) by the Company electing to give the Consultant 3 months prior notice of such termination along with a termination payment equal to the annual Consulting Fee;

(c) by the Consultant electing to give the Company notice, in the event that there occurs a Change of Control (as defined below) within six (6) months of the effective date of such Change of Control, and if the Consultant so elects to terminate this Agreement, then the Consultant will be immediately entitled to a termination payment equal to CDN$750,000; and

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(d) For the purpose of this clause, a Change of Control shall be deemed to have occurred when: (i) any person, entity or group becomes the beneficial owner of 20% or more of the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors, and such person, entity or group uses such effective voting control to change a majority of the Board of Directors of the Company, either all at once or through any series of elections and appointments when considered together; or

(ii) completion of the sale or other disposition by the Company of all or substantially all of the Company's assets or a reorganization or merger or consolidation of the Company with any other entity or corporation, other than: (A) a reorganization or merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent, either by remaining outstanding or by being converted into voting securities of another entity, more than 50.1 % of the combined voting power of the voting securities of the Company or such other entity outstanding immediately after such reorganization or merger or consolidation; or

(B) a reorganization or merger or consolidation effected to implement a recapitalization or reincorporation of the Company (or similar transaction) that does not result in a material change in beneficial ownership of the voting securities of the Company or its successor. 5.2 On any termination of this Agreement under Section 5.l (a), (b), or (c) all outstanding stock options granted to the Consultant shall be exercisable in accordance with the terms of the option agreements covering such grants. If there is any inconsistency between the terms of this Agreement and the terms of any stock option agreement governing the grant of any stock options to the Consultant or the Principal, then the terms of such stock option agreement shall prevail.

5.3 This Agreement and the Term shall terminate automatically, without any prior notice or any payment to the Consultant, inthe event that: a. the five year Term expires on January 31, 2025;

b. the Consultant should no longer be able to provide the Services through the Principal for any reason;

c. upon the death or permanent incapacity of the Principal; or

d. The Consultant commits any material breach of this Agreement which breach is not remedied within 30 days after notice to the Consultant of such breach. 6. CONFIDENTIALITY

6.1 The Consultant acknowledges and agrees that in the performance of its obligations under this Agreement, it may obtain knowledge of Confidential Information (as defined below) relating to the business or affairs of the Company or its affiliated companies (the Affiliated Companies).

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The Consultant and the Principal shall not, without the prior written consent of the Company, either during the Term or at any time thereafter: (a) use or disclose any Confidential Information outside of the Company or the Affiliated Companies;

(b) except in undertaking the Services, remove or aid in the removal from the premises of the Company or any of the Affiliated Companies any Confidential Information or any property or material relating thereto; or

(c) use the Confidential Information for any purpose other than in performing the Services. 6.2 The Consultant shall exercise a reasonable degree of care in safeguarding the aforementioned Confidential Information against loss, theft, or other inadvertent disclosure, and further agrees to take all reasonable steps necessary to ensure the maintenance of confidentiality.

6.3 Upon the termination of this Agreement, or upon the Company's earlier request, the Consultant and the Principal shall promptly deliver to the Company all of the Confidential Information that the Consultant and the Principal may have in their possession or control.

6.4 In this Agreement, Confidential Information shall mean any information or knowledge including, without limitation, any document, materials, know how, discovery, strategy, method, idea, client list, marketing strategy or employee compensation, or copies or adaptations thereof, that relates to the business or affairs of the Company and I or the Affiliated Companies; and is private or confidential in that it is not generally known or available to the public. Without limiting the generality of the forgoing Confidential Information will include: (a) information regarding the Company and the Affiliated Companies' business operations, methods and practices, including marketing strategies, product pricing, margins and hourly rates for staff, costs and all information regarding the financial affairs of the Company and the Affiliated Companies;

(b) all information related to the mineral exploration interests of the Company and the Affiliated Companies including maps, data, records, reports, technical studies, drill hole logs, calculations, opinions, charts, drawings, sketches, plans, documents, summaries, memoranda, analysis and all geological or technical information;

(c) all information related to the properties, projects, facilities, equipment and other assets used in the business of the Company and the Affiliated Companies, and all information related to the exploration or development of (or potential exploration or development of) the Company and the Affiliated Companies' properties or projects, including without limitation any properties or projects in respect of which the Company has made any application or is in any negotiations for the acquisition of an ownership, leasehold or other interest in;

(d) terms of the Company and the Affiliated Companies' relationship with, its investors, (if not otherwise publically available), partners, clients, suppliers of products or services, and the Company and the Affiliated Companies' referral sources;

(e) all information concerning exploration, financing or other business opportunities of the Company and the Affiliated Companies, including all projects, ventures or joint ventures considered by the Company and the Affiliated Companies, whether or not pursued; and

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(f) all trade secrets or other confidential or proprietary information of the Company and the Affiliated Companies including, business plans, concepts, techniques, processes, designs, data, software programs, formula, development or experimental work, work in process or other know-how.

(g) Confidential Information shall specifically not include anything that:

(h) is in or enters lawfully into the public domain other than as a result of a disclosure by the Consultant or the Principal;

(i) becomes available to the Consultant on a non-confidential basis from a source other than the Company or the affiliated Companies, or any of its representatives, and that source was not under any obligation of confidentiality; or

(j) the Consultant is required to disclose pursuant to an order of a court of competent jurisdiction or by the operation of law; provided that, the Consultant provides prompt prior written notice to the Company of such required disclosure and of the action which is proposed to be taken in response. In such an event, and only after the Consultant shall have made a reasonable effort to obtain a protective order or other reliable assurance affording such information confidential treatment, the Consultant shall furnish only that portion of the Confidential Information which it is required to disclose. 7. NON-SOLICITATION

7.1 The Consultant covenants, undertakes and agrees with the Company that during the Term and for a period of one year from the date of expiration or termination of this Agreement for any reason whatsoever, it shall not, on its own behalf or on behalf of any person, whether directly or indirectly, in any capacity whatsoever, offer employment to or solicit the employment of or otherwise entice away from the employment of the Company or any of the Affiliated Companies, any individual who is employed or engaged by the Company or any of the Affiliated Companies at the date of expiration or termination of this Agreement or who was employed or engaged by the Company or any of the Affiliated Companies, within the one year period immediately preceding the date of expiration or termination of this Agreement, as applicable.

7.2 The Consultant acknowledges and agrees that the above restriction on non-solicitation is reasonable and necessary for the proper protection of the businesses, property and goodwill of the Company and the Affiliated Companies.

8. DISCLOSURE AND ASSIGNMENT OF PROJECTS AND WORKS

8.1 The Consultant agrees that all discoveries, maps, technical studies, plans, spreadsheets, documents, inventions, copyright, software, improvements, know-how or other intellectual property, whether or not patentable or copyrightable, created by the Consultant during the Term of this Agreement pertaining to any service, matter, thing, process or method related to this Agreement (the Works) will be the sole and absolute property of the Company. The Consultant will keep and maintain adequate and current written records of all Works made, which records will be available at all times to the Company and will remain the sole property of the Company.

8.2 The Consultant will assist the Company in obtaining and enforcing, for the Company's own benefit, patents, copyrights and any other protections in any and all countries for any and all Works made by the Consultant (in whole or in part) the rights to which belong to or have been assigned to the Company. The Consultant agrees, upon request, to execute all applications, assignments, instruments and papers and perform all acts that the Company or its counsel may deem necessary or desirable to obtain any and all patents, copyrights or other protection in such Works and otherwise to protect the interests of the Company therein.

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9. COMPLIANCE WITH LAWS

9.1 The Services undertaken by the Consultant under this Agreement shall be in full compliance with all applicable laws andconsistent with a high degree of business ethics.

10. INDEMNIFICATION

10.1 The Consultant shall indemnify and save harmless the Company for any demonstrated losses, damages, costs or other amounts, including without limitation reasonable legal fees, suffered or incurred by the Company arising out of third party claims relating to the presence or activities of the Consultant or its representatives in performing the Services to the extent that such losses, damages, costs or other amounts are caused by: (a) any breach of the Consultant's obligation in Section 9 herein; and

(b) any negligence, willful misconduct or fraud on the part of the Consultant in performing the Services. 10.2 Subject to the Consultant's obligation to indemnify the Company under this Section 10, and provided that the Consultant has not breached Section 9, the Company shall indemnify and save harmless the Consultant for any demonstrated losses, damages, costs or other amounts, including without limitation reasonable legal fees, suffered or incurred by the Consultant arising out of third party claims relating to the presence or activities of the Consultant and/or its representatives in performing the Services to the extent that such losses, damages, costs or other amounts are caused by the negligence, willful misconduct or fraud on the part of the Company.

10.3 Neither the Company nor the Consultant shall be liable for any consequential loss, including but not limited to, claims for loss of profit, revenue or capital, loss of use of utilities, equipment or facilities, down-time cost, service interruption, cost of money, injury or damage of any character whatsoever.

11. REMEDIES

11.1 The Consultant acknowledges and agrees that any breach of this Agreement by it could cause irreparable damage to the Company and I or the Affiliated Companies and that in the event of a breach by the Consultant, the Company shall have in addition to any and all other remedies at law or in equity, the right to an injunction, specific performance or other equitable relief to prevent any violation by the Consultant of any of the provisions of this Agreement. In the event of any such dispute, the Consultant agrees that the Company shall be entitled, without showing actual damages, to a temporary or permanent injunction restraining conduct of the Consultant pending a determination of such dispute and that no bond or other security shall be required from the Company in connection therewith. The Consultant acknowledges and agrees that the remedies of the Company specified in this Agreement are in addition to and not in substitution for any other rights and remedies of the Company at law or in equity and that all such rights and remedies are cumulative and not alternative or exclusive of any other rights or remedies and that the Company may have recourse to any one or more of its available rights and remedies as it shall see fit.

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12. RELATIONSHIP

12.1 The Company and Consultant each acknowledge and agree that the only relationship of the Consultant to the Company created by this Agreement shall for all purposes be that of a contractor, and all persons employed or engaged by the Consultant, including David Wolfin in connection herewith shall for all purposes be considered to be employed or engaged, as applicable, by the Consultant and not by the Company. The Company shall have no obligation whatsoever to pay or compensate the Consultant and/or any representative of the Consultant including David Wolfin, for taxes of any kind whatsoever that arise out of or with respect to any Consulting Fee, or any other fee, remuneration or compensation provided to the Consultant under this Agreement.

12.2 The Consultant shall fully indemnify and hold harmless the Company from and against all assessments, claims, liabilities, costs, expenses and damages that the Company and I or any of the Affiliated Companies may suffer or incur with respect to any such taxes or benefits. For greater clarity, the Consultant is solely responsible for the deduction and remissions of income tax, pension and employment insurance in respect of any employees retained by the Consultant to perform the services under this Agreement. Furthermore, if these amounts are not remitted, the Consultant will, in addition to any other provision under this Agreement, indemnify and hold harmless the Company, its subsidiaries, affiliates and their respective directors and officers from and against any claim for taxes, penalties and for withholding of funds by the applicable tax, worker's compensation, employment standards and insurance agencies or any other government agency with respect to any amount found to be payable by the Company to such agency or commission in respect of the Consultant's provision of services under this Agreement, including any legal fees incurred by the Company in defending such claims.

13. SURVIVAL OF TERMS

13.l Sections 6 through 12, inclusive, and this Section 13, shall survive and remain in force notwithstanding the expiration or other termination of this Agreement for any reason whatsoever. Any expiration or termination of this Agreement shall be without prejudice to any rights and obligations of the parties hereto arising or existing up to the effective date of such expiration or termination, or any remedies of the parties with respect thereto.

14. LIMITED AUTHORITY AS AGENT

14.1 Unless otherwise agreed to in writing by the parties, the Consultant may not act as an agent of the Company; however, this does not and is not intended to restrict the powers of the Principal to act as President and Chief Executive Officer of the Company in any way. Without limiting the generality of the foregoing, the Consultant shall not commit or be entitled to commit the Company to any obligation whatsoever nor shall the Consultant incur or be entitled to incur any debt or liability whatsoever on behalf of the Company, except as otherwise agreed to by the Company.

15. NO ASSIGNMENT

15.1 Neither this Agreement nor any of the rights of any of the parties under this Agreement shall be assigned without thewritten consent of all the parties.

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16. SUCCESSORS AND ASSIGNS

16.1 The Agreement shall enure to the benefit of and be binding upon the parties and their respective heirs, executors,administrators, successors and permitted assigns, as the case may be.

17. WAIVER

17.1 Any waiver of any breach or default under this Agreement shall only be effective if in writing signed by the party against whom the waiver is sought to be enforced, and no waiver shall be implied by indulgence, delay or other act, omission or conduct. Any waiver shall only apply to the specific matter waived and only in the specific instance i n which it is waived.

18. GOVERNING LAWS

18.1 Unless otherwise agreed to in writing by the parties, the Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the parties hereto submit and attorn to the jurisdiction of the courts of the Province of British Columbia.

19. FURTHER ASSURANCES

19.1 Each of the parties shall, on request by the other party, execute and deliver or cause to be executed and delivered all such further documents and instruments and do all such further acts and things as the other party may reasonably require to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement and to ensure the completion of the transactions contemplated hereby.

20. NOTICES

20.1 All notices required or permitted under this Agreement shall be in writing and shall be given by delivering such notice or mailing such notice by pre-paid registered mail, by facsimile transmission or electronic mail to the addresses provided under the names of each party on the first page to this Agreement. Any such notice or other communication shall, if delivered, be deemed to have been given or made and received on the date delivered (or the next business day if the day of delivery is not a business day), and if mailed, shall be deemed to have been given or made and received on the fifth business day following the day on which it was so mailed and if faxed (with confirmation received) shall be deemed to have been given or made and received on the day on which it was so faxed (or the next business day if the day of sending is not a business day). The parties may give from time to time written notice of change of address in the manner aforesaid.

21. CONSTRUCTION

21.1 In this Agreement, unless otherwise indicated: (a) Agreement means this Consulting Agreement;

(b) the words include, including or in particular, when following any general term or statement, shall not be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as permitting the general term or statement to refer to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;

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(c) herein, hereby, hereunder, hereof', hereto and words of similar import, refer to this Agreement as a whole and not to any particular Section of this Agreement;

(d) a reference to a statute means that statute, as amended and in effect as of the date hereof, and includes each and every regulation and rule made thereunder and in effect as of the date hereof, and includes all amendments thereof given effect from time to time;

(e) a reference to a Section means, unless the context otherwise requires, that specific Section in Agreement;

(f) a reference to a consent, notice or agreement means a consent, notice or agreement, as the case may be, by an authorized representative of the party or parties thereto;

(g) where a word, term or phrase is defined herein, its derivatives or other grammatical forms have a corresponding meaning;

(h) all words, other than defined terms, used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include the singular or the plural and the masculine, feminine or body corporate, as the context may require;

(i) time is of the essence;

(j) in the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a business day, such action shall be required to be taken on the next succeeding day which is a business day;

(k) references to a party or parties are references to a party or parties to this Agreement;

(l) the headings in this Agreement form no part of this Agreement and shall be deemed to have been inserted for convenience only;

(m) unless otherwise agreed to in writing by the parties, all dollar amount referred to herein are expressed in Canadian dollars; and

(n) the Effective Date of this Agreement shall be February 1, 2020, despite the actual date of execution of this Agreement. 22. SEVERABILITY

22.1 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, then tothe fullest extent permitted by law: (a) all other provisions of this Agreement shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties as nearly as may be possible; and

(b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction. 23. COUNTERPARTS AND FACSIMILE

23.l This Agreement may be executed in one or more counterparts and delivered by facsimile, each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement.

24. INDEPENDENT LEGAL ADVICE

24.1 The Company has recommended to the Consultant that it obtain independent legal advice prior to signing this Agreement. The Consultant acknowledges that it has received independent legal advice or have waived the opportunity to do so and have elected to proceed without benefit of same.

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IN WITNESS WHEREOF this Agreement has been executed as of the Effective Date. CORAL GOLD RESOURCES LTD. Per: Ronald Andrews Authorized Signatory INTERMARK CAPITAL CORP. Per: David Wolfin Authorized Signatory

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THIS IS SCHEDULE A TO THE CONSULTING AGREEMENT BETWEEN CORAL GOLD RESOURCES LTD. AND lNTERMARK CAPlTAL CORP. Description of Consulting Services: The Consultant shall provide management and financial consulting services, including the supervision of the senior management, all staff, and all field personnel of the Company, whether employees or consultants, strategic planning and property acquisitions, strategic financial planning and annual budget reviews, as well as the implementation and monitoring of the Company's compliance with continuous reporting requirements, internal controls over accounting systems and financial reporting to the Company. Duties and Responsibilities: The Executive shall serve the Company as an executive officer in the position of President and Chief Executive Officer. The Executive shall report to the Board and shall undertake and perform the following duties and responsibilities: actively engage with the Board to ensure that the initiatives of the management team are aligned with the strategic direction and objectives for the Company that have been established by the Board;

provide overall direction for the Company in order for it to implement agreed strategies in order to meet Company goals and objectives;

provide shareholder and investor communication and manage key investment banking and institutional relationships;

make decisions in line with organizational goals, leading to desired results, and will be responsible and accountable for results;

create and sustain the organizational culture and environment needed to achieve objectives and results and recruit and retain a high-performance operating team;

oversee the implementation and monitoring of internal controls, reporting compliance obligations, sign off on CEO Certificates for the interim and annual financial statements and setting environmental protection policies; and

such other duties and responsibilities as may be assigned or vested in him by the Board from time to time and which are consistent with the duties and responsibilities of a President and Chief Executive Officer. The Executive agrees, during the continuance of his employment, to devote sufficient working time, services, skill and ability to such employment and to serve at all times with loyalty and honesty in the best interests of the Company. The Executive acknowledges that the position of President and CEO will involve significant travel for business development and for investor relations.

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Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
[EX A]: 4238

[EX Q]: Exhibit 10.1 Development Agreement This Development Agreement (the Agreement) dated as of March 20, 2020 (the Effective Date) is entered into by and between CNS Pharmaceuticals, Inc. (CNS), a Nevada corporation, having a business address of 2100 West Loop South, Suite 900, Houston, Texas 77027, and WPD Pharmaceuticals, (WPD), a Polish corporation, having a business address of ul. Zwirki i Wigury 101, 02-089 Warszawa. CNS and WPD are sometimes referred to herein individually as a Party and collectively as the Parties. RECITALS WHEREAS, WPD is party to a sublicense agreement dated February 19, 2019 with Moleculin Biotech, Inc. (MBI) (the Sublicense Agreement) to research and develop, manufacture, have manufactured, use, export/import, offer to sell and/or sell certain products for use in certain territories; WHEREAS, WPD is developing certain anti-viral indications pursuant to the Sublicense Agreement; and WHEREAS, CNS has agreed to fund a portion of the development of such indications in exchange for certain economic rights. NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereinafter set forth, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, WPD and CNS hereby agree as follows: ARTICLE 1 DEFINITIONS 1.1 Approval Achievement Date means the earlier of the: (i) date on which WPD receives marketing approval for a Development Product in one-half of the countries included in the Sublicensed Territory, as defined in the Sublicense Agreement; or (ii) the payment by WPD to CNS of Development Fees hereunder of $1.0 million. 1.2 Business Day means any day other than a day which is a Saturday, a Sunday or any other day on which banks are authorized or required to be closed in New York City, NY. 1.3 Calendar Quarter means the consecutive three month period ending on one of March 31, June 30, September 30, or December 31. 1.4 Confidential Information includes: (1) all information contained in documents marked confidential and disclosed by one Party (the disclosing party) to the other Party (the recipient party) pursuant to this Agreement; (2) orally disclosed information which is disclosed by the disclosing party to the recipient party pursuant to this Agreement, summarized in writing, identified as confidential and delivered to the recipient party; and (3) all proprietary technical information, business and financial information, and all other information which a reasonable person would treat confidentially that relates to the Development Products and disclosed from the disclosing party to the recipient party, whether or not the information is marked as confidential. Notwithstanding anything to the contrary, CNS shall be permitted to make such disclosures as CNS determines, in its sole discretion, is required pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereof. 1.5 Development Fee means 50% of the Net Sales for any Development Products in the Development Territory. 1.6 Development Products means: (i) Sublicensed Products, as defined in the Sublicense Agreement, in the field of pharmaceutical drug products for the treatment of any viral infection in humans; and (ii) any other drug or product in the field of pharmaceutical drug products for the treatment of any viral infection in humans that is licensed between WPD and MBI after this date. 1.7 Development Territory means (i) until the Approval Achievement Date, the Sublicensed Territory, as defined in the Sublicense Agreement; and (ii) after the Approval Achievement Date, the Sublicensed Territory, as defined in the Sublicense Agreement, other than Poland.

1

Source: CNS PHARMACEUTICALS, INC., 8-K, 3/26/2020

1.8 Net Sales shall be defined in the same way as defined in Sections 6.1 (a)-(f) of the Sublicense Agreement, as applicable only to the relevant Development Products less any pass-thru royalties or override royalty percentage paid by WPD pursuant to the Sublicense Agreement. 1.9 Phase II Milestone Payment means the completion by WPD of a Phase II Study in one of the countries included within the Development Territory, which clinical trial meets all endpoints and is sufficient to form the basis of an application for approval of a Development Product in one Development Territory other than Poland. 1.10 Sale, Sells, Sold means the transfer or disposition of a Development Product, for value, to a person or entity for end use. ARTICLE 2 DEVELOPMENT AGREEMENT 2.1 Subject to the terms and conditions of this Agreement, WPD hereby agrees to use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do or cause to be done, all things necessary, proper or desirable or advisable under applicable laws to develop and commercialize the Development Products, with a goal of eventual approval of Development Products in the Development Territory. In exchange for the payment by WPD of the Development Fee to CNS, CNS hereby agrees to pay WPD the following payments: (i) within thirty Business Days from the date of this Agreement, CNS will make an upfront payment of $225,000 to WPD; and (ii) within thirty days of the verified achievement of the Phase II Milestone, (such verification shall be conducted by an independent third party mutually acceptable to the parties hereto), CNS will make a payment of $775,000 to WPD. 2.2 If after three years from the Effective Date of this Development Agreement, WPD fails to use commercially reasonable efforts as set forth in section 2.1 above, CNS shall have the right to terminate this Agreement pursuant to the terms specified in Section 6.2 below, and CNS shall be entitled to the return of any payments made hereunder. For the purpose of this clause, if WPD has expended the funds provided by CNS pursuant to section 2.1 above on developing anti-viral indications (including all direct and indirect costs of such development), it will be deemed to have used commercially reasonable efforts in good faith. 2.3 The first Development Fees payment shall be due forty-five days after the end of the Calendar Quarter in which the first Sale of a Development Product took place. Thereafter, WPD shall furnish to CNS Development Fees no later than forty-five days after the end of each Calendar Quarter for the Sale of Development Products through the end of such Calendar Quarter and shall further furnish CNS with a written statement setting forth an accounting showing the calculation of the Development Fees. ARTICLE 3 INFORMATION AND USE 3.1 WPD shall furnish CNS with written reports summarizing the progress of the research and development conducted under the Sublicense Agreement related to the Development Products on a quarterly basis. 3.2 The Parties agree to a mutual exchange of any data, information or know-how resulting from the research and development of the Development Products. ARTICLE 4 OTHER COMPENSATION 4.1 If MBI exercises its right to terminate the Sublicense Agreement in whole, or to remove a portion of the sublicensed subject matter that relates to some or all of the Development Products, by paying to WPD the Buyback Consideration (as defined in the Sublicense Agreement), WPD agrees that CNS shall receive the greater of (i) 50% of the Buyback Consideration that is attributable to the field of anti-viral pharmaceutical drug products for humans (such attribution to be mutually agreed upon by the Parties), and (ii) the amounts actually provided to WPD pursuant to Section 2.1 of this Agreement.

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Source: CNS PHARMACEUTICALS, INC., 8-K, 3/26/2020

ARTICLE 5 CONFIDENTIALITY 5.1 During the term of this Agreement and for a period of five (5) years thereafter, the Parties each agree that Confidential Information of the disclosing party, which is disclosed to the recipient party pursuant to this Agreement: (i) shall be received and held in strict confidence, (ii) shall be used only for the purposes of this Agreement, and (iii) will not be disclosed by the recipient party (except as required by law, court order or regulation), its agents or employees without the prior written consent of the disclosing party, except to the extent that the recipient party can establish by competent written proof that particular Confidential Information: (i) was in the public domain at the time of disclosure to the recipient party; or later became part of the public domain through no act or omission of the recipient party, its employees, agents, successors or assigns; or (ii) was lawfully disclosed to the recipient party by a third party having the right to disclose it to the recipient party; or (iii) was already known by the recipient party at the time of disclosure; or (iv) was independently developed by the recipient party without use of the disclosing party's Confidential Information; or (iv) is required by law, court order or regulation to be disclosed, provided that the recipient party so obligated to disclose the Confidential Information shall promptly notify the disclosing party of such requirement and provide the disclosing party an opportunity to challenge or limit the disclosure requirement and to seek confidential treatment or protection order, and that the Confidential Information so disclosed shall remain otherwise subject to the confidentiality and non-use obligations set forth above in this section. Particular Confidential Information shall not be deemed to come under any of the above exceptions merely because it is embraced by more general information that is or becomes subject to any of the above exceptions. 5.2 Subject to full compliance with Section 5.3 below, either party may disclose the other party's Confidential Information to its employees, consultants and affiliates who have a need to know such information in order to satisfy such Parties obligations under this Agreement. Such employees, consultants and affiliates shall be required to agree to maintain the confidentiality of such information pursuant to terms no less restrictive that the ones set forth herein. 5.3 Each Party shall protect the other party's Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but at no time less than a reasonable degree of care. This obligation will exist while this Agreement is in force and for a period of five (5) years thereafter. 5.4 Data Privacy and Security Laws. WPD and its subsidiaries (if any) will at all times during the Term be in material compliance with all applicable data privacy and security laws and regulations, and WPD and its subsidiaries (if any) have taken or will take commercially reasonable actions to comply with the European Union General Data Protection Regulation (GDPR) (EU 2016/679) and all other applicable laws and regulations with respect to Personal Data (defined below) that have been announced as of the date hereof as becoming effective within 12 months after the date hereof, and for which any non-compliance with same would be reasonably likely to create a material liability (collectively, the Privacy Laws). To WPD's knowledge, WPD and its subsidiaries (if any) have been and currently are in material compliance with the GDPR. To ensure material compliance with the Privacy Laws, WPD and its subsidiaries (if any) have taken, and currently take, commercially reasonable steps reasonably designed to ensure compliance in all material respects with Privacy Laws relating to data privacy and security and the collection, storage, use, disclosure, handling, and analysis of Personal Data that WPD has collected, and collects, or is in WPD's possession or will be in WPD's possession during the Term. Personal Data means personal data as defined by GDPR. ARTICLE 6 TERM AND TERMINATION 6.1 The term of this Agreement will commence on the Effective Date and remain in full force and effect until the expiration of the Sublicense Agreement, unless earlier termination by pursuant to the terms of this Agreement (Term). 6.2 Subject to any rights herein which survive termination, this Agreement will earlier terminate in its entirety: (i) upon thirty (30) calendar days written notice from either party if the other party materially breaches this Agreement, unless before the end of such thirty (30) calendar day notice period, the breaching party has cured the material default or breach to the non-breaching party's reasonable satisfaction; or (ii) at any time by mutual written agreement between the Parties, subject to any terms herein which survive termination.

3

Source: CNS PHARMACEUTICALS, INC., 8-K, 3/26/2020

ARTICLE 7 REPRESENTATIONS, WARRANTIES AND COVENANTS 7.1 Each Party represents and warrants that: 7.1.1 it is duly organized and validly existing under the laws of its state or country of incorporation, and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; 7.1.2 it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate action; 7.1.3 this Agreement is legally binding upon it and enforceable in accordance with its terms; that the execution, delivery and performance of this Agreement by it does not conflict with any Agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any governmental entity having jurisdiction over it; and 7.1.4 it has not granted, and will not grant during the term of the Agreement, any right to any third party that would conflict with the rights granted to the other Party hereunder; 7.1.5 that it has (or will have at the time performance is due) maintained, and will maintain, and keep in full force and effect, all agreements, permits and licenses necessary to perform its obligations hereunder; and in complying with the terms and conditions of this Agreement and carrying out any obligations hereunder, it will comply (and it will ensure that its subcontractor's comply) with all applicable laws, regulations, ordinances, statutes, and decrees or proclamations of all governmental entities having jurisdiction over such Party. 7.2 U.S. FCPA Compliance. WPD hereby agrees to at all times comply with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the FCPA), and WPD shall establish, institute and maintain policies and procedures designed to ensure that: 7.2.1 no agent, employee or affiliate of WPD, or any of its affiliates, takes any action, directly or indirectly, that would result in a violation by such person of the FCPA or any other anti-bribery or anti-corruption law, rule or regulation of similar purpose and scope, including, without limitation, making use of the U.S. mails or any means or instrumentality of interstate commerce in furtherance of an unlawful offer, payment, promise to pay or authorization of the unlawful payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any foreign official or any foreign political party or official thereof, of any candidate for any foreign office or any candidate for foreign political office, in contravention of the FCPA; 7.2.2 WPD, and its affiliates, shall at all times keep books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of their assets and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are properly authorized and recorded; 7.2.3 WPD shall, and shall cause its respective affiliates, to permit CNS and its respective designated representatives, at reasonable times and upon reasonable prior notice to such parties, to review the books and records of WPD and any of its affiliates and to discuss the affairs, finances and condition of such party and any of its affiliates with the officers of such entities and any of their affiliates in relation to their compliance with this section, as applicable. 7.2.4 WPD understands and agrees that CNS may terminate this Agreement immediately and without any early termination penalty in the event that WPD, or any of its affiliates, materially violates the FCPA or any other anti-bribery or anti-corruption law. WPD understands and agrees that, if WPD, or any of its affiliates, intends to use foreign subcontractors to provide any services pursuant to this Agreement, such party and each of its affiliates is prohibited from engaging or using subcontractors for performance of services under this Agreement without prior and express authorization, in writing, by CNS. If WPD, or any of its affiliates, is authorized to engage or use subcontractors for such work, such party and each of its affiliates so involved agrees to obtain a commitment from the subcontractor to comply with the FCPA and any other anti-bribery or anti-corruption law.

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Source: CNS PHARMACEUTICALS, INC., 8-K, 3/26/2020

ARTICLE 8 INDEMNIFICATION 8.1 WPD hereby agrees to hold harmless and indemnify CNS, its officers, affiliates, employees, and agents (the CNS Indemnitees) from and against any and all third party claims, demands, causes of actions, costs of suit and reasonable and documented attorney's fees (collectively Claims) caused by, arising out of, or resulting from WPD's, its employees, agents', affiliates', licensees', sublicensees' or subcontractors' (i) negligence or willful misconduct; (ii) breach of any warranty or representations set forth herein; (iii) breach or alleged breach of third party intellectual property rights; and (iv) use or sale of Development Products. ARTICLE 9 MISCELLANEOUS 9.1 The Parties shall execute and deliver any and all additional papers, documents, and other instruments and shall do any and all further acts and things reasonably necessary, if any, in connection with the performance of its obligation hereunder to carry out the intent of this Agreement. 9.2 This Agreement contains the entire understanding of the Parties, and supersedes all prior agreements and understandings between the Parties. This Agreement may be amended only by a written instrument signed by the Parties. 9.3 The waiver by any Party of any terms or condition of this Agreement, or any part hereof, shall not be deemed a waiver of any other term or condition of this Termination Agreement, or of any later breach of this Agreement. 9.4 Any notice required by this Agreement will be given by personal delivery (including delivery by reputable messenger services such as Federal Express) or by prepaid, first class, certified mail, return receipt requested, addressed to: If to WPD: If to CNS: WPD Pharmaceuticals sp. z o.o CNS Pharmaceuticals, Inc. Attention: CEO Attention: CEO ul. Zwirki i Wigury 101 2100 West Loop South, Suite 900 02-089 Warszawa, Poland Houston, TX 77027 9.5 The Article and Section captions in this Agreement have been inserted as a matter of convenience and are not part of this Termination Agreement. References to $ or dollars means United States dollars. 9.6 This Agreement may be executed in counterparts, all of which together shall constitute a single agreement. 9.7 If any provision of this Agreement or application thereof to anyone is adjudicated to be invalid or unenforceable, such invalidity or unenforceability shall not affect any provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application, and shall not invalidate or render unenforceable such provision or application. Further, the judicial or other competent authority making such determination shall have the power to limit, construe or reduce the duration, scope, activity and/or area of such provision, and/or delete specific words or phrases as necessary to render, such provision enforceable. 9.8 This Agreement will be governed by, construed and enforced in accordance with the laws of the State of Texas. Any dispute between the Parties regarding or related to this Agreement shall be litigated in the courts located in Houston, Texas, and WPD agrees not to challenge personal jurisdiction in that forum. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorized representatives with full right, power and authority to enter into and perform under this Agreement. CNS Pharmaceuticals, Inc. By____/s/ John Climaco___________________ John Climaco, CEO

WPD Pharmaceuticals SP. z o.o. By__/s/ Mariusz Olejniczak___________ Mariusz Olejniczak, President

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Source: CNS PHARMACEUTICALS, INC., 8-K, 3/26/2020
Question: Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
[EX A]:
15758