Delaware Law to Govern. The Plan is governed by and subject to the laws of the United States of America. All questions pertaining to the construction, interpretation, regulation, validity and effect of the provisions of this Award and any rights under the Plan shall be determined in accordance with the laws of the State of Delaware and federal courts located in the District of Delaware shall be the exclusive forum for any dispute arising out of or related to the Award or the Award Agreement and the Participant consents to and waives any objection to the exercise of personal jurisdiction and venue by such courts.

Law to Govern. All questions pertaining to the construction, regulation, validity, and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of California.

Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware (regardless of the Laws that might otherwise govern under applicable Delaware principles of conflicts of Law) as to all matters, including matters of validity, construction, effect, performance and remedies.

The law of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s conflict of laws rules.

Terms of Plan Govern. Each Award made hereunder is made pursuant to the Norfolk Southern Corporation Long‑Term Incentive Plan (Plan), all the terms and conditions of which are deemed to be incorporated in this Agreement and which forms a part of this Agreement. The Participant agrees to be bound by all the terms and provisions of the Plan and by all determinations of the Committee thereunder. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan.

11.02Governing Law; Construction. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the rights and obligations provided herein or performance or enforcement thereof shall be governed or interpreted according to the law of the State of Florida applicable to agreements negotiated, executed and to be performed in that State, without regard to the choice of law or conflicts of law principles or law of that State. Notwithstanding the foregoing, in a manner consistent with this Agreement the law of Nevada shall govern and be applied to the internal corporate law aspects of SRSG, to the extent the law of Nevada is governing and applicable thereto, and the law of Delaware shall govern and be applied to the internal corporate law aspects of BioSculpture and Merger Sub, to the extent the law of Delaware is governing and applicable thereto. The Parties hereto hereby consent to the jurisdiction of the federal and state courts located in Palm Beach County, Florida, over the Parties hereto and over any disputes and any Actions or Proceedings relating to the Merger, this Agreement and the transactions contemplated herein. The words “include” or “including” when used in this Agreement shall be deemed to

The Participant acknowledges that he or she has read and specifically and expressly approves the following sections of the Award Agreement: [Section 2(d)] on Payment of Withholding Taxes; [Section 5] on No Right of Continued Employment; [Section 9] on Delaware Law to Govern; the section on Acknowledgment of Conditions; and the Data Privacy Notice section included in this [Appendix A].

Governing Law. THE LAWS OF THE STATE OF IDAHO AND ALL APPLICABLE FEDERAL LAWS SHALL GOVERN THIS AGREEMENT.

The law of the Commonwealth of Virginia (without regard to its conflicts of laws principles) shall govern the AGREEMENT.

Governing Law; Choice of Forum. This Agreement shall be governed by and interpreted in accordance with Delaware law, without regard to its conflicts of law principles, and the parties hereby submit to the jurisdiction of the courts and tribunals of Delaware.