[Executed on 08/07/2024]

COMMONWEALTH OF PUERTO RICO PUERTO RICO ELECTRIC POWER

AUTHORITY

CONTRACT NUM. 2025-P00024

ENGINEERING, PROCUREMENT, CONSTRUCTION CONTRACT FOR THE AN

EARLY WARNING SYSTEM (EWS) ON 34 PUERTO RICO DAMS

Req.

APPEAR

AS FIRST PARTY: The Puerto Rico Electric Power Authority, hereinafter referred to as (PREPA), a public corporation and government instrumentality of the Commonwealth of Puerto Rico, created by Act 83 of May 2, 1941, as amended (Act 83), represented in this act by its Executive Director, Josué A. Colón Ortiz, of legal age, married, engineer, and resident of Caguas, Puerto Rico.

AS SECOND PARTY: Genasys Puerto Rico, LLC, hereinafter referred to as “the Contractor”, a corporation organized and existing under the laws of the Commonwealth of Puerto Rico, authorized to do business in Puerto Rico, represented in this act by its Chief Executive Officer, Richard S. Danforth, of legal age, married, and resident of San Diego, California, by Corporate Resolution dated August 2, 2024.

Both, PREPA and Contractor which are hereinafter referred to individually as a “Party” and jointly as “Parties”,

WHEREAS PREPA, by virtue of its enabling act, Act 83, has the authority to engage those professional, technical and consulting services necessary and convenient to the activities, programs, and operations of PREPA.

WHEREAS, this Contract was awarded to the Contractor on February 9, 2024, by means of a competitive process (RFP-20231010), Power Advocate Event Number 201537.

WITNESSETH

THEREFORE, IN CONSIDERATION of the mutual covenants hereinafter stated, the Parties agree themselves, their personal representatives, successors, and assignees, as follows:

TERMS AND CONDITIONS

The purpose of this project is to design, procure, install, and implement an Early Warning System (EWS) for thirty-four (34) existing dams in Puerto Rico. Owners and number of dams are as follows: seventeen (17) PREPA, eight (8) Puerto Rico Aqueduct and Sewer Authority (PRASA), four (4) Department of Natural Resources (DNR), two (2) Municipality of Comerio (Comerio), and three (3) Empresas Serralles (Serralles). The intention of this Contract is to cover all 34 dams. Equipment is also to be installed in eight (8) assigned Emergency Operations Centers (EOC): four (4) EOC’s located at PREPA’s Irrigation District Offices, two (2) at PREPA’s Hydroelectric Plants, one (1) at PRASA’s headquarters, and one (1) at Puerto Rico Emergency Management (PREMA) headquarters. Instrumentation and video surveillance systems, excluding sirens, will be designed, procured, installed, and implemented in Carite, Patillas, and Melania dams. All this scope is detailed in Genasys, Puerto Rico, LLC Statement of Work, dated July 8, 2024, which is part of this Contract.

The work shall be performed in accordance with all Conditions of Approval, set forth by FEMA for the HMGP Project 4339-0012.

The scope of work includes cellular phone message alerts, reverse 911 dialing, siren system in selected floodable areas, installation of the dam instrumentation, all communication and integration systems, preparation of evacuation routes with the appropriate signaling, flood poles in the designated areas, and preparation of community outreach program with training for all the people at risk. The EWS shall be compatible and connected to PREMA’s IPAWS system.

In addition, the work shall include but not limited to the following:

Site visits to each dam to locate the instrumentation with consideration of the present condition.

Surveying as necessary to collect design inputs.

Furnishing all erection and installation equipment and tools, including calibrated instruments required for monitoring and testing.

Excavated material shall be reutilized on-site in a location designated by the Owner of the property. Construction debris disposal shall comply with Puerto Rico’s requirements for the treatment and disposal of non-hazardous waste.

Maintaining a record of installation (i.e., as-built drawings) in accordance with the technical requirements of this specification.

Furnishing the services of qualified personnel at the project site to perform field services, such as inspections, welding, and testing.

Providing a qualified third-party inspection service to monitor the quality of the work as indicated in Section 014500 of this specification.

Progress reporting as specified in the commercial terms and conditions.

Daily site cleanup and disposal of waste and debris.

Participation in an OSHA approved Safety Program.

Whenever the words defined in this Article or their pronouns are used or mentioned in this Contract, they shall have the meanings here given:

Contract (beginning with the Contract as the top priority):

In case of any difference between the terms and conditions of this Contract and the terms of Contractor’s Proposals, the terms and conditions of this Contract shall govern.

The Contract Amount is an estimate based on time and material rates. As compensation for services rendered under this Contract, PREPA and the Contractor agree that the total amount to be paid under this Contract shall not exceed seventy-five million dollars (US$75,000,000). PREPA shall have no obligation to pay the Contractor any amounts in excess of the Contract ceiling price. Contractor shall have no obligation to perform any work in excess of the Contract ceiling price. The Contractor will be the only one responsible for any work it or any of its subcontractors, if any, do in excess of the Contract Amount, unless otherwise agreed to in writing, signed by the Parties.

The rates quoted in Contractor’s Proposal shall constitute full compensation for the Engineering, Procurement Construction (EPC) project for an Early Warning System on all Puerto Rico Dams including but, not limited to labor, tools, equipment, other accessories, cost of all insurance, profit, Contractor’s overhead, profit, taxes, etc.

The Contractor shall submit invoices for completed work according to the payment schedule approved by the Engineer, together with the supporting documents.

The invoices submitted by the Contractor must be approved by the Engineer and be accompanied by the proper supporting documentation (including but not limited to inspection certifications, work reports and third-party invoices). Invoice will not be accepted for evaluation without the required documentation.

PREPA reserves the right to deduct or withhold any payment under this Contract, until the Contractor complies with any debts or liabilities as a result of poor performance or negligence during the performance of the Work.

All invoices shall be subject to PREPA’s approval before being paid, and payment shall be made within thirty (30) days after the date of PREPA’s approval.

Upon completion and Final Acceptance of all works required hereunder, the amount due to the Contractor, under this Contract, will be paid upon the presentation of a properly executed and duly certified invoice the amount of such excepted claims is not included in the invoice for final payment.

All invoices submitted by the Contractor shall include the following Certification in order to proceed with its payment. This is an essential requirement and those invoices without this Certification, will not be processed for payment.

No interest Certification:

We certify under penalty of absolute nullity that no public servant of PREPA is a party or has any interest in the benefit or profit product of the Contract, which is the basis of this invoice. If such benefit or profit exists, the required waiver has been obtained prior to entering into the Contract. The only consideration to be received in exchange for the delivery of Services provided is the agreed-upon price that has been negotiated with an authorized representative of PREPA. The total amount shown on this invoice is true and correct. The Services have been rendered, and no payment has been received.

/s/ Richard S. Danforth

Contractor’s Signature

Nothing herein shall preclude the Parties from agreeing to increase the Contract Amount by written amendment signed by both Parties.

The funds to pay for the services performed by the Contractor will come from account 01‑1831-18301-550-169.

PREPA will provide a mobilization letter to the Contractor, prior to beginning the Work. All Work until reaching 100% of design, including all final biding and construction support package, shall be completed, and performed in accordance with a mutually agreed upon schedule initially estimated to span three (3) years, after the commencement date, specified by PREPA in the mobilization letter. All Work shall be previously coordinated with the Engineer on a schedule

mutually agreed upon by the Parties. Any Work performed without the Engineer’s approval will not be subject to payment by PREPA.

The Contractor will be responsible to obtain all the necessary permits for the Work, including the operation of emergency electric power generators, fuel and oil storage tanks, use of crane and transportation of equipment in state roads and highways. All copies of approved permits must be on the project site. The Contractor must submit a copy of the approved permits to PREPA’s Environmental Protection Quality Assurance Division (EPQAD).

The Contractor must provide and install construction and maintenance signs in a visible area of the project. These signs must comply with the state and federal codes for regulatory, warning and guide signs.

Schedule of Proposed Progress

All work on a particular Group shall be carried out on a continuous schedule following the commencement date specified by PREPA. For the avoidance of doubt, all work shall only be performed on weekdays, during normal business hours unless otherwise mutually agreed to by the Parties in writing. The Contractor shall present the Baseline Schedule for the approval of PREPA. A revised updated schedule shall be presented in accordance with a mutually agreed upon schedule.

The Contracting Officer or the Engineer may, at any time, suspend the whole or any portion of the works under this Contract, by providing the Contractor with a written notice stating the reasons for the suspension, at least five (5) days in advance of the day the suspension. The right of PREPA

to suspend the services shall not be construed as denying the Contractor reimburse for actual reasonable, and necessary expenses due to delays, caused by such suspension, it is understood that expenses will not be allowed for such suspension when ordered by the Contracting Officer or the Engineer on account of a force majeure event, as defined in Article 14, Force Majeure, of this Contract.

Anything called for in the Specifications and not shown in the drawings or shown in the drawings and not mentioned in the Specifications shall be deemed to have been called for or shown in both. In case of any difference between drawings and Specifications, the specifications shall govern. In case of discrepancy in the specifications and drawings, the matter shall immediately be submitted to the Engineer, without whose decision said discrepancy in the specifications and drawings shall not be adjusted by Contractor, and Contractor shall not proceed with the work affected thereby until he has received written orders from the Engineer.

The Engineer will, from time to time, furnish such additional detailed drawings or other information as he may consider necessary for carrying out the work.

PREPA may, at any time, make changes or order extra work within the Scope of Work subject to previous written approval of the Contracting Officer. Changes requested by PREPA may include, but not limited to, changes:

Within ten (10) working days after receipt of PREPA’s written Change Order (or such shorter or longer period of time as may be reasonably required as agree by PREPA and the Contractor), Contractor shall promptly notify PREPA of the cost, schedule and other impact(s) Contractor anticipates as a result of the change. If PREPA agrees with the Contractor’s statement as to the impact of the change, the Parties shall proceed promptly to enter into a written change order and amendment to the Contract, in connection with such change to equitably adjust: Contractor’s cost (increase or decrease), schedule (lengthen or shorten), or other obligations under the Contract regarding such change.

PREPA shall promptly notify Contractor in writing of the basis for any disagreement and PREPA and Contractor shall negotiate in good faith to resolve any issues in order to, when applicable, enter into a written change order to: equitably adjust Contractor’s cost (increase or decrease), schedule (lengthen or shorten), or other obligations under the Contract regarding such change. The acceptance of the Change Order and an adjustment in the Contract Amount and/or Contract Term shall not be unreasonably withheld.

To facilitate review of quotations for extras or credits, all proposals submitted by Contractor in connection with a Change Order shall be accompanied with a complete breakdown of the costs that include labor, materials, equipment, and subcontracts.

PREPA reserves the right to perform other work by force account and/or enter into other contracts related with these Works. The Contractor shall afford and coordinate with PREPA and the other

contractors, reasonable opportunity to introduce and store materials and execute work. If any part of Contractor’s Work, depends for proper execution or results, upon the work of PREPA or of any other contractor, the Contractor shall inspect the works and promptly report to PREPA any defects in such work or any conflicts between such work and Contractor’s Work, for PREPA to decide, if necessary, the course of action to be followed by each Party.

Wherever work being done by PREPA’s own forces or by other contractors is contiguous to work covered by this Contract, the respective rights of the various interests involved shall be established by PREPA to secure the completion of the various portions of the work in general harmony. Whenever, in the opinion of PREPA, the orderly progress of the entire services requires the use of PREPA’s own forces or by other contractors, PREPA will arrange with the Contractor for such use, at times, and in locations which will not interfere with the work being done under this Contract.

9.1.1 Periodic Inspection

All material and workmanship (if not otherwise designated by the Specifications) shall be subject to inspection and testing by PREPA’s inspectors, at all reasonable times, during the performance of the Work. PREPA shall have the right to reject defective material, equipment or workmanship or require correction. Rejected workmanship shall be satisfactorily corrected and rejected material and equipment shall be satisfactorily replaced with proper material and equipment, without charge to PREPA. The Contractor shall promptly remove rejected material from the premises. The Contractor shall furnish

promptly all reasonable facilities, labor, materials, and equipment necessary for the safe and convenient inspection and tests that may be performed in such manners as not to unnecessarily delay the Work.

The Contractor must meet all the conditions and recommendations established by PREPA’s Environmental, Health and Securities Officers.

Upon completion of the Work, the Contractor shall ensure the Work area is free of contaminants.

9.1.2 Final Inspection

Whenever all the materials have been furnished and all Work has been performed, including final cleaning up, as contemplated in Article 43, Cleaning Up, of this Contract, all in accordance with the Technical Specifications, the Contractor shall notify in the Engineer writing that the Work is completed and ready for Final Inspection. Final inspection shall occur within ten (10) working days after the Engineer has received Contractor’s notice of completion of Work. PREPA will notify the Contractor of the Final Inspection date and time. If all the Work included in the Scope of the Contract, is found completed in accordance with the Specifications, this inspection shall constitute the Final Inspection and the Completion Date shall be the date of receipt of Contractor’s notice of completion of Work. If, however, upon inspection by the Engineer it is found that any work, in whole or in part, is unsatisfactory, the Engineer shall give the Contractor the instructions as to replacement of material and performance of work necessary for final completion and acceptance, and the Contractor shall immediately comply with and execute

such instructions. Upon satisfactory replacement and performance of such work, the Contractor shall notify the Engineer, and another inspection shall be made which will constitute the Final Inspection if said material is found to have been acceptably replaced and the work completed satisfactorily.

In such event, the date of receipt of this last Contractor’s notice will be established as the Completion Date of the Work or any separable part thereof under the Contract. The Completion Date, thus established, shall be used in calculating the real time of performance of the Work.

The determination of whether a project is substantially completed is at the discretion of PREPA. This project shall be considered substantially completed when PREPA accepts the safe use of the facility or system for its intended purposes and can do so even though not all work is completed. At this stage, the time for completion of the entire work shall cease and the accruing of penalties. However, the Contractor shall finish all items included in the Punch List before Final Acceptance of Services, including items listed in Article 2.10, Substantial Completion, of this Contract.

The Engineer shall evaluate submittals within ten (10) calendar days of receipt to disapprove; approve as corrected or approve as submitted. The Contractor shall submit three (3) sets of each submittal. All disapproved submittals shall be amended or corrected as directed and resubmitted for PREPA’s evaluation. In case of discrepancy in the submittals, including Contractor’s disagreement with corrections requested by the Engineer or PREPA, the matter shall be submitted

to the Engineer, and the Contractor shall not proceed with the work so affected until the Parties resolve such discrepancy in good faith.

Review or approval of Contractor’s submittals shall in no way relieve the Contractor from the responsibilities, obligations or liabilities under this Contract. The Contractor shall obtain all reviews or approvals in writing from PREPA. The Contractor shall keep at the site one hard copy of the Contract documents, Specifications and drawings, and shall give the Engineer access thereto. Anything identified in the Specifications and not shown or shown on the drawings and not referenced in the Specifications shall be of like effect as if called for or shown on both. All Work called for in the Specifications and/or shown on the drawings to be performed by the Contractor shall be performed in strict accordance with the Technical Requirements of the Specifications.

Before commencement of Work, the Contractor shall submit for PREPA’s approval the Occupational Safety and Health Program, required in Article 44, Safety Provisions.

Before commencement of the Work, the Contractor shall designate a qualified Site Manager, approved by the Engineer, with the expertise and resources necessary to provide management of the Work. The Site Manager must be available at all times, during progress of the Work and have the authority to act on the Contractor’s behalf.

The Site

Manager shall represent the Contractor and directives given to him by the Engineer shall be as binding as if given to the Contractor. The Contractor shall, at all times, enforce strict discipline

and good order among his employees and shall not employ on the Work any unskilled person. In addition, the Contractor shall be fully responsible for the negligent or wrongful acts or omissions of subcontractors, if any, or of persons both directly or indirectly employed by the Contractor and shall be liable to PREPA and/or any affected third parties for any acts or omissions.

The Contractor shall furnish and maintain satisfactory sanitary facilities for the use of the workers engaged in the Work, as required by law or regulations.

The Contractor shall always permit all persons appointed or authorized by PREPA to visit and inspect the Work or any part thereof.

The Parties hereto shall be excused from performing hereunder and shall not be liable in damages or otherwise, if and only to the extent that they shall be unable to perform or are prevented from performing by a force majeure event. For purposes of this Contract, force majeure means any event not caused by the fault or negligence of, and beyond the reasonable control of, the party claiming the occurrence of a force majeure event.

Force majeure may include, but not be limited to, the following: Acts of God, industrial disturbances, acts of the public enemy, war, blockages, boycotts, riots, insurrections, epidemics, earthquakes, storms, floods, civil disturbances, lockouts, fires, explosions, interruptions of services due to the acts or failure to act of any governmental authority, provided that these events, or any other claimed as a force majeure event, and/or its effects, are beyond the reasonable control and

were not caused by the fault or negligence of the Party claiming the force majeure event, and that such party, within ten (10) days after the occurrence of the alleged force majeure, gives the other party written notice describing the particulars of the occurrence and its estimated duration. The burden of proof as to whether a force majeure has occurred shall be on the party claiming the force majeure. Both Parties will be responsible under a predicted force majeure event to take immediate action and employ emergency plans to avoid human hazards and protect public and private properties within or adjacent Work’s areas and Contractor will not be responsible for PREPA failure to take appropriate action to mitigate any predicted force majeure events.

If the Contractor fails to complete the work, or any separable part thereof, within the time established in Article 4, Commencement, Prosecution and Completion of Work, the Contractor shall pay to PREPA a penalty of five hundred dollars ($500) for each day of delay up to one point five percent (1.5%) of the Contract Amount, and the Contractor and his sureties shall be jointly and severally liable for said amount. In the event that the Contractor, due to his delay, has payed the total amount of the penalty as mentioned above, and has failed to complete the work or any separate part thereof, it could be considered a breach of Contract, and PREPA may execute the Performance Bond.

In case of delay, the Contractor shall within five (5) days from the beginning of any such delay shall notify the Engineer in writing of the causes of the delay, who shall find out the facts and the extent of the delay and extend the time for completing the Work when, in his judgment, the

findings of facts justify an extension, and his findings of facts thereon shall be final and conclusive for the Parties hereto, subject only to appeal by the Contractor as provided in Article 34, Disputes, hereof; provided that, no claim shall be made by the Contractor against PREPA, its agents, contractors, subcontractors, employees, successors, assignees, for any cause whatsoever, during the progress of any portion of the Work. Any damages by delays or interruptions caused exclusively by PREPA shall be considered as fully compensated for by the extensions of time as provided above.

If PREPA does not terminate the right of the Contractor to proceed, the Contractor shall continue with the Work, in which event shall pay to PREPA a penalty in the amount set forth above for each calendar day of delay until the Work is completed, and the Contractor and his sureties shall be liable for the amount thereof. Provided that, the right of the Contractor to proceed shall not be terminated or the Contractor charged with a penalty because of any delays in the completion of the Work due to force majeure event, or PREPA’s failure to carry out its obligations.

PREPA shall have the right to the payment of the penalty or the withholding of Contractor’s payments, in case of Contractor’s delay in completion of the Work. The Contractor agrees that the penalty shall not be subject to reduction, moderation or modification, since this penalty is a pecuniary punishment for the delay, and not a liquidation of damages.

The appearing Parties agree that their responsibilities for damages under this Contract will be governed by the Puerto Rico Civil Code and its case law, as dictated by the Supreme Court of Puerto Rico.

The Contractor shall not be responsible for indirect, consequential damages or punitive damages, cost of procurement of substitute goods, or lost profits, whether or not such losses or damages are foreseeable that may occur in relation to the Works.

The Contractor shall be insured for all direct damages to PREPA’s property that occur as a result of his fault or negligence in connection with the prosecution of the Work and shall be responsible for the proper care and protection of all materials, equipment and work performed until completion of Work. Notwithstanding anything to the contrary in this Contract, Contractor’s aggregate liability under this Contract shall not exceed the total compensation paid to it in connection with applicable dam group to which any such liability relates. Each Party has the obligation to mitigate damages it may suffer hereunder.

The Contractor agrees to make, use, provide, and take all proper, reasonably necessary and enough precautions, safeguards, and protection against the occurrence of injuries, death and/or damages to any person or property during the progress of the Work. In the

performance of its obligations under the Contract, Contractor agrees to comply with all applicable local and federal laws and regulations.

The Contractor agrees to indemnify and save harmless PREPA for all expenses and costs of any nature (including attorneys’ fees) incurred by PREPA arising out of any claim made by any third party for personal injuries, including death, sustained by any person, including Contractor’s employees, and for damages to third party property to the extent such injuries, death or third party damages are caused by the fault, negligent or intentional acts or omission of Contractor, its employees, subcontractors or affiliated companies, arising out of its or their performance and/or failure to perform the Works.

The operation of PREPA’s equipment by PREPA at its plant site is within the exclusive control of PREPA. PREPA shall indemnify and save harmless the Contractor from loss, expense or liability imposed upon the Contractor for any injury to a person, including death resulting therefrom or damage to any property resulting from the operation of such equipment by PREPA.

If the Contractor is allowed to operate PREPA’s equipment at the plant, the Contractor shall indemnify and save harmless PREPA from loss, expense or liability imposed upon PREPA for any injury to a person, including death resulting therefrom or damage to any property resulting from the operation of such equipment by the Contractor.

The Contractor shall be considered as an independent contractor, for all material purposes under this Contract, and all persons engaged or contracted by the Contractor for the performance of its obligations herein, shall not be considered as employees or agents of PREPA. In consequence, the Contractor is not entitled to any fringe benefits, such as, but not limited to vacations, sick leave, and others.

Contractor is an independent contractor and as such shall be responsible for the payment of all its income taxes, its subcontractors and its individual and employers’ withholdings under the applicable tax laws of Puerto Rico or the U.S. Internal Revenue Code.

PREPA shall have the right to terminate this Contract for convenience, at any moment, by providing the Contractor thirty (30) days written notice by registered mail, return receipt requested, or overnight express mail. If notice is given, this Contract shall terminate upon the expiration of thirty (30) days and PREPA shall be obligated to pay all fees and expenses incurred up to the day of effective termination, in accordance with the terms of this Contract. The rights, duties and responsibilities of the Parties shall continue in full force and effect during the thirty (30) day notice period. Contractor shall have no further right to compensation except for what has been accrued for services rendered under this Contract until said date of effective termination.

PREPA shall have the right to terminate this Contract immediately in the event of negligence, dereliction of duty, noncompliance, or material breach by the Contractor, as determined in the sole discretion of PREPA, or for any other reason described elsewhere in this Contract as a basis for termination. In the event the Contract is terminated by PREPA for cause, PREPA shall be

obligated to pay all fees and expenses incurred up to the day of effective termination, in accordance with the terms of this Contract. Contractor shall have no further right to compensation except for what has been accrued for services rendered under this Contract until said date of effective termination.

The Parties acknowledge that PREPA is undergoing a transformation process, and therefore, both Parties agree that after the front-end transition period of a Partnership, Contract, Sale Contract, or any other PREPA Transaction (as these terms are defined in Act 120-2018), PREPA may sell, assign, convey, transfer, pledge, mortgage, sublease, delegate, hypothecate, or otherwise dispose (each, a “Transfer”) any of its rights, title, or interest in this Contract as permitted by applicable law and at any time, without Contractor’s consent, and without cost, expense, or incremental liability to PREPA, to any future operator of Puerto Rico’s generation system or any of its affiliates, or to any governmental agency, body, public corporation or municipality of Puerto Rico; provided, that PREPA shall notify Contractor no later than thirty (30) days before the effective date of any such Transfer. The Contractor acknowledges that all his responsibilities and obligations under the Contract, such as work to be performed and services to be provided, etc., will continue in full force and effect until the expiration of the thirty (30) day period.

The Contractor shall secure and maintain in full force and effect during the life of this Contract as provided herein, policies of insurance covering all operations engaged in by the Contract as follows:

The Contractor shall provide workmen’s compensation insurance as required by Act No. 45 of April 18, 1935, as amended, known as the Workmen’s Compensation Act of the Commonwealth of Puerto Rico (“Act 45”). Contractor shall also be responsible for compliance with Act 45 by all its subcontractors, agents and invitees, if any, or shall certify that such subcontractors, agents and invitees have obtained said policies on their own behalf. Contractor shall furnish to PREPA a certificate from the Puerto Rico’s State Insurance Fund showing that all personnel employed in the work are covered by the workmen’s compensation insurance, in accordance with this Contract.

The Contractor shall provide a Commercial General Liability Insurance with limits of at least $1,000,000 per occurrence and at least $1,000,000 aggregate.

The Contractor shall provide a Commercial Automobile Liability Insurance with limits of at least $1,000,000 combined single limit covering all owned or scheduled autos, non-owned and hired automobiles.

The Contractor shall provide Employer’s Liability Insurance with minimum bodily injury limits of at least $1,000,000 for each employee and at least $1,000,000 for each accident covering against the liability imposed by Law upon the Contractor as result of bodily injury, by accident or disease, including death arising out of and in the course of

employment, and outside of and distinct from any claim under the Workmen’s Compensation Act of the Commonwealth of Puerto Rico.

The Contractor shall provide a Professional Liability Insurance with limits of at least $1,000,000 per claim and at least $1,000,000 aggregate.

Requirements Under the Policies:

The Commercial General Liability and Commercial Automobile Liability Insurance required under this Contract shall be endorsed to include:

Puerto Rico Electric Power Authority

Risk Management Office

PO Box 364267

San Juan, PR 00936-4267

“The Breach of any of the Warranties or Conditions in this policy by the Insured shall not prejudice PREPA’s rights under this policy.”

Bonds:

As a Contract security, the Contractor shall furnish at the time of the execution of the Contract:

All bonds shall be presented to PREPA before commencement of any work and shall be issued in the required official PREPA forms.

Furnishing of Policies:

All required policies of insurance and bonds shall be in a form acceptable to PREPA and shall be issued only by insurance companies authorized to do business in Puerto Rico. The Contractor shall furnish a certificate of insurance in original signed by an authorized representative of the insurer in Puerto Rico, describing the coverage afforded.

The Contractor shall obtain and maintain all the licenses, permits, and authorizations required to perform all Works and tasks under this Contract, and shall send all notices, pay all fees and related costs, and will comply and will have its subcontractors, if any, and agents comply with all laws, ordinances, rules, and regulations applicable to the Work, in accordance with the drawings and Specifications. Should the Contractor find any discrepancy between the drawings and Specifications and the permits, laws, ordinances, rules, and regulations referred to herein, the Contractor shall proceed immediately to notify PREPA of the discrepancy and shall not continue with the Work until PREPA issues and notifies an order informing the Contractor what changes are necessary and when to proceed with the Work as changed.

The Contractor guarantees that he has not employed any person to solicit or secure this Contract upon any agreement for a commission percentage, brokerage or contingent fee. Breach of this guarantee shall give PREPA the right to terminate the Contract or, at its discretion to withhold from the Contract Amount the amount of such commission, percentage, brokerage or contingent fees. This guarantee shall not apply to commission’s payable by contractors upon Contract or sales secured or made through bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business.

If Contractor decides to assign or transfer an amount, due or payable, to which he is entitled for services rendered or goods provided during the term of this Contract, Contractor shall notify PREPA of such transfer of funds, in accordance with the provisions of Act 21-2012. Said notice

shall clearly indicate the rights granted, including a copy of the contract under which the assignment or transfer of funds is made, the exact amount of funds to be assigned or transferred, and specific identification information regarding the assignee (full name of the person or company), address and any other contact information.

Contractor acknowledges and agrees that PREPA may deduct any amount, due or payable under this Contract, that Contractor owes; PREPA may retain any said amount if Contractor fails to fulfill its obligations and responsibilities under this Contract, or a claim arises for warranty or defects regarding the services rendered or goods provided under this Contract. Contractor also acknowledges and agrees that PREPA’s payment obligation under any assignment of funds will cease upon payment of the outstanding amounts under this Contract. PREPA shall not be required to make payments or transfer any funds for an amount that exceeds the payment to which Contractor is entitled to under this Contract.

Contractor shall include with its notice of assignment of funds a cashier’s check or money order for two hundred dollars ($200), payable to “Puerto Rico Electric Power Authority”, to cover administrative costs in processing such assignment.

The Contractor certifies that he does not receive payment or benefit of any nature for services rendered regularly through an appointment to a governmental agency, body, public corporation or municipality of Puerto Rico.

The Contractor represents conflicting interests when on behalf of a client he must contend for that which it is his duty to oppose to comply with its obligations with another previous, present or

potential client. Also, the Contractor represents conflicting interests when his conduct is described as such in the canons of ethic applicable to the Contractor and his personnel or in the laws or regulations of the Commonwealth of Puerto Rico.

In contracts with partnerships or firms, if any of the partners, directors or employees of the Contractor should incur in the conduct described herein, said conduct shall constitute a violation to the prohibitions provided herein. The Contractor shall avoid even the appearance of the existence of conflicting interests.

The Contractor acknowledges that the Contracting Officer shall have the power to intervene the acts of the Contractor and/or its agents, employees, and subcontractors regarding the enforcement of the prohibitions contained herein. If PREPA should discover the existence of adverse interests with the Contractor, the Contracting Officer shall inform the Contractor, in writing, of PREPA’s intention to terminate this Contract within a thirty (30) day period. During said period, the Contractor may request a meeting with the Contracting Officer to present his arguments regarding the alleged conflict of interests, which meeting shall be granted by PREPA in every case of alleged conflict of interests. If the Contractor does not request such a meeting during the specified thirty (30) day period or the controversy is not satisfactorily settled during the meeting, this Contract shall be cancelled.

The Contractor certifies that, at the time of award of this Contract, it does not have any other contractual relation that can enter in a conflict of interest with this Contract. The Contractor also certifies that no public employee has any personal or economical interest in this Contract.

The Contractor shall, at his own expense, assume the defense of and save harmless PREPA from claims for labor and materials and not suffer any procedure or other liens to remain outstanding against any of the property used in connection with the Work; and shall, on request, furnish satisfactory evidence that all persons who have done work or furnished materials have been fully paid. If the Contractor fails to comply with his obligations in this respect, PREPA may take such liens or claims and may withhold from any monies due to the Contractor such amounts as may be necessary to satisfy and discharge any such claims and any cost and expenses incidental thereto.

PREPA may award other contracts for additional work, and the Contractor shall fully cooperate with such other contractors, in accordance with Article 8, Other Work at the Site, of this Contract, and carefully fit his own work to that provided under other contracts as may be directed by the Contracting Officer. The Contractor shall not commit or permit any acts which interfere with the performance of work by any other Contractor.

Laborers and other employees engaged under this Contract shall be paid not less than the minimum wages rates prescribed by law. PREPA may withhold from any payment due to the Contractor any amount necessary to make up the full number of wages due under this Contract and may distribute it directly to those entitled thereto hereunder.

In the event that the Contractor or any of his subcontractors or agents do not comply with an order issued by the Puerto Rico Labor Relations Board and/or the National Labor Relations Board upon their finding that the Contractor or any of his subcontractors or agents have committed an unfair labor practice, no further payments shall be made by PREPA to the Contractor after the date of said order. In addition, the Contract may be terminated by PREPA, in which case PREPA may take possession of the materials, tools, and appliances on the job site and finish the work by whatever method it may deem expedient.

Any declaration by the Puerto Rico Labor Relations Board and/or by the National Labor Relation Board that the Contractor or its agents have not complied with an order issued by the Board relating to any unfair labor practice, shall be binding, final and conclusive unless such order is reversed or set aside by a Court of competent jurisdiction.

The Contractor shall not subcontract or assign its obligations under this Contract, without PREPA’s previous written authorization for such actions. Provided, that no subcontract shall be considered for PREPA’s approval, except when the following requirements are met: (1) Contractor delivers PREPA a copy of the subcontract, not less than thirty (30) days prior to the effective date of the proposed subcontract; (2) the subcontract includes, as a condition for its legal validity and enforceability, a provision whereby PREPA has the right to substitute, subrogate or assume Contractor’s rights under the subcontract, in the event that PREPA declares the Contractor in breach or default of any of the Contract terms and conditions; and (3) the subcontract includes, as

a condition for its validity and enforceability, a provision establishing for the subcontractor the obligation to comply with all of Contractor’s obligations under the Contract (mirror image clause), except for such obligations, terms and conditions which exclusively related with works or services not included under the subcontract.

If the Contractor decides to assign any due or payables, to which he is entitled for services rendered or goods provided during the term of this Contract to a different company affiliate or any third party, provisions in Article 22, Transfer of Funds, of this Contract, shall apply.

PREPA may invalidate any of the contracts with the subcontractors if PREPA determines that they are detrimental to its best interests.

The Contractor and PREPA expressly agree that no amendment or change order which could be made to this Contract, during its term, shall be understood as a contractual novation, unless both Parties agree to the contrary, specifically and in writing. This previous provision shall be equally applicable in such other cases where PREPA gives the Contractor a time extension for the compliance of any of its obligations under the Contract or where PREPA dispenses the claim or demand of any of its credits or rights under this Contract.

The Contractor, at its own expense, shall defend any suit or action brought against PREPA based on a claim that any equipment or part thereof, copyright or un-copyrighted composition, secret process, patented or unpatented invention, article, or appliance manufactured or used in the

performance of this Contract, including their use by PREPA, constitutes an infringement of any patents or copyrights of the United States, if notified promptly in writing by PREPA, and given the authority, information, and assistance for the defense of the same, and the Contractor shall pay all damages and costs awarded therein against PREPA. If in such suit the equipment or any part thereof, or the composition, secret process, invention, article or appliance, is held to constitute infringement and its use is enjoined, the Contractor, at its option and expense, shall either procure for PREPA the right to continue using the same or replace it with non-infringing equipment, composition, secret process, invention, article or appliance, or modify it so it becomes non-infringing; or remove it and refund the purchase price.

No waiver of any breach of this Contract shall be held to be a waiver of any other subsequent breach. All remedies afforded by PREPA in this Contract shall be taken and construed as cumulative, that is, in addition to every other remedy provided herein or by law.

The final certificate for payment shall not relieve the Contractor of responsibility for faulty materials or workmanship and, unless otherwise specified, Contractor shall remedy any defects due thereto in accordance with the Warranty provisions of this Contract, PREPA shall give notice of observed defects with reasonable promptness. All questions arising under this Article shall be decided by the Engineer, subject to appeal by the Contractor, as provided in Article 34, Disputes, in this Contract.

All disputes concerning questions of fact arising under this Contract shall be decided by the Contracting Officer within ten (10) days from the submission of the dispute by Contractor, subject to written appeal by Contractor to the Contracting Officer within thirty (30) days. Within ten (10) days thereafter, the Contracting Officer shall inform each Party hereto of his decision regarding the dispute. Contractor, at its option, may elect to accept such decision or pursue remedies at law or equity. Contractor may directly pursue the remedies at law or equity for all other disputes other than questions of fact. Notwithstanding the terms above, each Party has the right at any time, at its option and where legally available, to commence an action or proceeding in a court of competent jurisdiction to apply for interim or conservatory measures, but not monetary damages. In the event of a dispute arising during the warranty period, Contractor shall ensure that the Performance Bond remains in full force and effect until such dispute is resolved and all obligations of Contractor under the agreement are duly performed.

Contractor shall observe and comply with any and all federal, state, and municipal laws, ordinances, and regulations that in any manner affect the Work, the equipment or the materials used in connection with the Works and shall observe all such orders and decrees as exist at present or may be enacted prior to the completion of the Works by agencies or courts having any jurisdiction or authority. Contractor shall save harmless and indemnify PREPA and its representatives, officers, agents and servants for fines and penalties paid by PREPA, including attorney’s fees, to governmental authorities as sole result of Contractor’s violation of any such

law, ordinance, regulation, order or decree, whether by the Contractor or its subsidiaries, affiliates and employees, subject to limits of liability in Article 16, Liabilities, of this Contract.

All permits must always be available on site. The Contractor will be responsible to request any extension to the permits before their expiration that may be due to Work schedules delays. Otherwise, the Contractor will assume the responsibility to pay any late fees or fines.

During the term of this Contract, any change in law, including, but not limited to changes in applicable tax law, which causes an increase in Contractors costs when supplying the products or services to be acquired by PREPA, shall be of Contractor’s responsibility and PREPA shall not be obliged to make additional payments nor to pay additional sums to the price or canon originally agreed for those products or services.

This Contract shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico. Also, the contracting Parties expressly agree that only the state courts of Puerto Rico will be the courts of competent and exclusive jurisdiction to decide over the judicial controversies that the appearing Parties may have among them regarding the terms and conditions of this Contract.

If a court of competent jurisdiction declares any of the Contract provisions as null or invalid, such holding will not affect the validity and effectiveness of the remaining provisions of the Contract

and the Parties agree to comply with their respective obligations under such provisions not included by the judicial declaration.

The Contractor certifies that he is an employer with equal opportunity employment, and does not discriminate against any employee or applicant for employment on account of race, color, gender, age, sex, national or social origin, social status, political ideas or affiliation, religion, for being or perceived to be a victim of domestic violence, sexual aggression or harassment, regardless of marital status, sexual orientation, gender identity or immigrant status, for physical or mental disability, for veteran status or genetic information.

The Contractor warrants to PREPA that the Works shall be performed in a competent, diligent manner in accordance with any mutually agreed Specifications. The foregoing warranty for services work shall expire one (1) year after the performance of the Works. No warranty claim shall extend the applicable warranty period.

If the works do not meet the above warranties, PREPA shall promptly notify the Contractor in writing prior to expiration of the warranty period. The Contractor shall at its option, reperform defective Work. If regardless of the Contractor’s reasonable efforts, a deficient Work cannot be re-performed; the Contractor shall refund or credit the amounts paid by PREPA for such deficient Work. Warranty re-performance by the Contractor shall not extend or renew the applicable warranty period. PREPA shall obtain Contractor’s agreement on the execution of any tests it plans

to perform to determine if any part of the Work does not comply with the Specifications and warranties.

The Contractor will provide the necessary skill labor for any warranty work that has to be performed in order to comply with the requirements established under this Article. The Performance Bond shall cover and serve as guarantee for this warranty.

Upon expiration of the warranty period, the Performance Bond shall expire.

The warranties and remedies are conditioned upon: (a) proper storage, installation, use, operation, and maintenance of products, (b) PREPA keeping accurate and complete records of operation and maintenance during the warranty period and providing Contractor with access to those records, and (c) modification or repair of products or services only as authorized by the Contractor in writing. Failure to meet any such conditions make the warranty null and void. The Contractor is not responsible for normal wear and tear.

Except as expressly set forth in this article 40, all products and services are provided by Contractor under this Contract are “as is” and Contractor makes no other warranties, express or implied, and disclaims any implied warranties of merchantability, title, non‑infringement or fitness for any particular purpose or use, whether arising by law, by reason of custom or usage of trade, or by course of dealing. Contractor is not responsible or liable for any problems or interruptions to any software due to issues with third-party hosting services or Internet service providers.

Any required notice to be given hereunder shall be in writing and will be sufficiently served when delivered in person or properly mailed to the following addresses:

To PREPA: Puerto Rico Electric Power Authority

PO Box 364267

San Juan, Puerto Rico 00936-4267

Attention: Josué A. Colón Ortiz

Executive Director

To Contractor: Genasys Puerto Rico, LLC

16262 West Bernando Drive

San Diego CA 92127

Attention: Richard S. Danforth

CEO

All unemployment, retirement, and other Social Security contributions and taxes; all sales, use and excise, privilege, business and occupational taxes, and any other taxes or fees payable by the Contractor are and shall be included as part of his prices.

The Contractor shall, from time to time, as directed by the Engineer, remove from PREPA’s property and from all public and private property all waste and materials resulting from his operations.

Upon completion of the Works, the Contractor shall remove from the area of the Works all remaining rubbish, unused materials, and other like material, belonging to him or used under his direction, and shall hand-in the work area free of contaminants. In the event of his failure to do so, PREPA may proceed with cleanup of the affected areas at Contractor’s expense, and his surety or sureties shall be liable, therefore.

Contractor shall also have on site available at any time the latest revision of the OSHA Standards for the Construction Industry Manual.

PREPA shall have the right to take possession of and use any completed or partially completed portions of the Work, notwithstanding the fact that the time for completion of the entire Works may not have expired, but such taking possession and use shall not be deemed an acceptance of the Work so taken or used or any part thereof. PREPA may require the Contractor to expedite the completion of any part of the Work for provisional use by PREPA and the Contractor shall comply with such request. If such order of completion or prior use increases the cost of the work or delays the work, the Contractor shall be entitled to such extra compensation or extension of time as agreed by the Parties.

The Contractor shall submit for evaluation and approval by PREPA a quality control program and establish a quality assurance program, also evaluated and approved by PREPA, to satisfy all applicable regulation and requirements specified in the procurement documents and satisfactory to PREPA. The program shall contain all those measures necessary to assure that all basic technical requisites ask for in the drawings, codes, tests, and inspections for design, fabrication, cleaning, installation, packing, handling, shipping, long term storage, when necessary, and test equipment are fulfilled. PREPA reserves the right to conduct audits and inspections to the facilities, activities, and/or documents when estimated and without previous notification necessary in order to assure that the quality control program is adequate and properly implemented.

The Contractor shall allow PREPA access to its facilities and documents, so that PREPA, through audits and inspections can verify the quality of the labor, equipment, products, services, and any other related items provided by the Contractor. In every case in which the materials or services

furnished to PREPA are subcontracted partially or totally, by the Contractor, the Contractor shall request the subcontractor to accept and comply with all the requirements of this Article.

The Contractor will comply with all applicable laws, regulations and executive orders that regulate the contracting process and requirements of the Government of Puerto Rico, including Act No. 73-2019, as amended, known as the “2019 General Services Administration Act for the Centralization of Purchases of the Government of Puerto Rico” (“Act 73-2019”). In compliance with the provisions of Act 73-2019, the Contractor has provided PREPA the Certification of Eligibility of the Unique Registry of Professional Services Providers (known in Spanish as “Certificado de Elegibilidad del Registro Único de Proveedores de Servicios Profesionales”, and hereinafter referred to as the “RUP Certification”), issued by the General Services Administration. It is hereby acknowledged that pursuant to the provisions of Article 42 of Act 73-2019, a valid RUP Certification serves as evidence of compliance with the documentation requirements necessary for contracting professional services with the Government of Puerto Rico, particularly those applicable under Act 237-2004, as amended, which establishes uniform contracting requirements for professional and consultant services for the agencies and governmental entities of the Commonwealth of Puerto Rico (3 L.P.R.A. § 8611 et seq.), the Puerto Rico Department of Treasury Circular Letter Number 1300-16-16 issued on January 22, 2016, as amended, and the sworn statement before notary public required pursuant to Article 3.3 of Act 2-2018.

Further, the Contractor hereby certifies, guarantees, acknowledges and agrees to the following:

Pursuant to Memorandum No. 2023-001, Circular Letter 008-2023, of the Office of the Governor of Puerto Rico (Oficina del Gobernador de Puerto Rico) and the Office of Management and Budget (Oficina de Gerencia y Presupuesto de Puerto Rico  OGP), both Parties acknowledge and agree that the contracted services herein may be provided to any entity of the Executive Branch which enters into an interagency agreement with the contracting entity (PREPA)  or by direct provision of the Office of the Chief of Staff of the Governor of Puerto Rico (Secretaría de la Gobernación). These services will be performed under the same terms and conditions regarding hours of work and compensation set forth in this Contract.

The Chief Executive Officer has the authority to terminate this Contract at any time. If any of the previously required Certifications shows a debt, and Contractor has requested a review or adjustment of this debt, Contractor will certify that it has made such request at the time of the Contract execution. If the requested review or adjustment is denied and such determination is final, Contractor will provide, immediately, to PREPA a proof of payment of this debt; otherwise, Contractor accepts that the owed amount be offset by PREPA and retained at the origin, deducted from the corresponding payments.

Contractor agrees to comply with the provisions of Act 2-2018, as the same may be amended from time to time, which establishes the Anti-Corruption Code for a New Puerto Rico (Act 2-2018). The Contractor hereby certifies that it does not represent interests in cases or matters that imply a conflict of interest, or of public policy, between the executive agency and the interests it represents.

Contractor shall furnish a sworn statement to the effect that neither Contractor nor any president, vice president, executive director or any member of a board of officials or board of directors, or any person performing equivalent functions for Contractor has been convicted of or has pled guilty to any of the crimes listed in Article 6.8 of Act 8‑2017, as amended, known as the Act for the Administration and Transformation of Human Resources in the Government of Puerto Rico (Act 8-2017) or any of the crimes included in Act 2-2018.

Contractor hereby certifies that it has not been convicted in Puerto Rico or United States Federal court for under Articles 4.2, 4.3 or 5.7 of Act 1-2012, as amended, known as the Organic Act of the Office of Government Ethics of Puerto Rico (Act 1-2012), any of the crimes listed in Articles 250 through 266 of Act 146-2012, as amended, known as the Puerto Rico Penal Code (Act 146-2012), any of the crimes typified in Act 2-2018, or any other felony that involves misuse of public funds or property, including but not limited to the crimes mentioned in Article 6.8 of Act 8-2017.

PREPA shall have the right to terminate the Contract in the event Contractor is convicted in Puerto Rico or United States Federal court for under Act 1 Articles 4.2, 4.3 or 5.7 of 2012, any of the crimes listed in Articles 250 through 266 of Act 146-2012, any of the crimes typified in Act 2-2018 or any other felony that involves misuse of public funds or property, including but not limited to the crimes mentioned in Article 6.8 of Act 8-2017.

Consequences of Non-Compliance: The Contractor expressly agrees that the conditions outlined throughout this Article are essential requirements of this Contract. Consequently, should any one of these representations, warranties or certifications be incorrect, inaccurate or misleading, in whole or in part, there shall be sufficient cause for PREPA to render this Contract null and void, and the Contractor shall reimburse PREPA all money received under this Contract.

Since the work under this Contract will be funded in whole or in part by grants through the Federal Emergency Management Agency (FEMA) Public Assistance program and the U.S. Department of Housing and Urban Development (HUD) Community Development Block Grant Disaster Recovery program (CDBG-DR), the following provisions shall apply as applicable to professional services:

Provided, however, that in the event Contractor becomes involved in, or is threatened with, litigation with a subcontractor, subcontractor or vendor as a result of such direction by the administering agency, Contractor may request the United States to enter into such litigation to protect the interests of the United States.

1. Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

1. Subcontracts. Contractor shall insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments.

This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products.

If Contractor intends to subcontract any portion of the work covered by this Contract, Contractor must take all necessary affirmative steps to assure that small and minority businesses, women’s business enterprises and labor surplus area firms are solicited and used when possible, Affirmative steps must include:

License and Delivery of Works Subject to Copyright and Data Rights

The Contractor grants to PREPA, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this contract, Contractor will identify such data and grant to PREPA or acquires on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Contract, Contractor will deliver to PREPA data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this contract in formats acceptable by PREPA.

This Contract shall be in effect for a period of three hundred sixty-five (365) natural days from its signing by all Parties, with two (2) additional extensions of three hundred sixty-five (365) natural days each, subject to the availability of funds and the previous required authorizations.

The Parties acknowledge that the Contractor has submitted the certification titled “Contractor Certification Requirement” required in accordance with the Contract Review Policy of the Financial Oversight and Management Board for Puerto Rico, effective as of November 6, 2017, as amended, signed by the Contractor’s Executive Director (or another official with an equivalent position or authority to issue such certifications). A signed copy of the “Contractor Certification Requirement” is included as an annex to this Contract.

The Contractor represents and warrants that the information included in the Contractor Certification Requirement is complete, accurate and correct, and that any misrepresentation, inaccuracy of falseness in such Certification will render the Contract null and void and the Contractor will have the obligation to reimburse immediately to the Commonwealth any amounts, payments or benefits received from the Commonwealth under the Contract.

For this Contract, the transfer of skills and technical knowledge required by the Certified Fiscal Plan is inapplicable given the non-recurring or specialized nature of the contracted services.

In case of discrepancy or in the event of conflict among the different Contract documents such as: Contract and the Contractors Proposal, these shall take precedence in the order given. The terms and conditions contained in the Contract shall prevail over any conflictive terms and conditions contained in the Contractor’s Proposal.

This document, together with ail attachments referenced herein, constitutes the complete agreement between the Parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Contract this 7th day of August of 2024, in San Juan, Puerto Rico.

Puerto Rico Electric Power Authority Genasys Puerto Rico, LLC

By: /s/ Josué A. Colón Ortiz By: /s/ Richard S. Danforth

Josué A. Colón Ortiz Richard S. Danforth

Executive Director CEO

Social Security Number Social Security Number

Email: rdanforth@genasys.com

21865128v1[Payment Terms under Genasys Puerto Rico LLC Statement of Work for Puerto Rico Electric Power Authority, dated as of July 8, 2024]

** Pricing includes an 80% reduced scope of the Microwave installation