What law governs the Brueggers Bagels agreement?

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EXHIBIT D TO LICENSE AGREEMENT

FEDERAL AND STATE LAW EXEMPTIONS

I. FTC Franchise Rule.

• A. Licensee represents and warrants that:
  • i. Licensee and/or its current director(s) or executive officer(s) have been in the type of business represented by the franchise relationship for more than the past two (2) years;
  • ii. Licensee, together with the subsidiary(ies) of Licensee (if any) in which Licensee owns a Controlling Interest, as defined in I.A.iii. below, and any individual or entity with a Controlling Interest in Licensee (such subsidiary(ies), individuals, entities and Licensee referred to collectively as "Licensee Entities") do not, in good faith, anticipate that the aggregate sales arising from the relationships created by the license agreements to be executed with Licensor on the date hereof, in total, for at least one year from the date that each licensed business is opened, will be more than twenty percent (20%) of the sales in dollar volume of Licensee Entities, based upon the Licensee Entities' revenues; and
  • iii. "Controlling Interest" means, with respect to any person or entity ("Person"), any other person or entity controlling, controlled by, or under common control with such Person. "Control" means the ability to direct the policies and operations of a person or entity.
• B. Licensee or Licensee Entities, as applicable, do not have any present plans to sell, prior to one (1) year after commencement of operations, any portion of their business, where such sale would result in a decrease in the aggregate of the Licensee Entities' gross sales, such that the gross sales from the operation of the licensed units of the Bruegger's Store(s) would represent more than twenty percent (20%) of such aggregate gross sales.
• II. Maryland Franchise Registration and Disclosure Law. Licensee represents and warrants that the license represented by the Test Agreement is substantially similar to licenses already owned by Licensee.

III. New York General Business Law.

Source: Item 22 — CONTRACTS (FDD page 61)