OPEN MARKET SALE AGREEMENT1Open Market Sale Agreement • November 13th, 2023 • Carrols Restaurant Group, Inc. • Retail-eating places • New York
The entity listed on Schedule I hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to (i) sell from time to time to or through Jefferies LLC, as sales agent and/or principal (in such capacity, the “Agent”), shares of the common stock, par value $0.01 per share (the “Common Shares”), of Carrols Restaurant Group, Inc., a Delaware corporation (the “Company”) on the terms set forth in this Agreement and (ii) enter into Forwards (as defined below) with Jefferies LLC (in its capacity as a party to the Forward, the “Forward Purchaser”), in connection with which the Forward Purchaser may sell Forward Hedge Shares (as defined below) hereunder. The maximum number of Common Shares that the Selling Stockholder may sell in the aggregate (including through Forwards) under this Agreement shall be 14,407,755 Common Shares (the “Maximum Selling Stockholder Amount”). The Selling Stockholder agrees that whenever it determines to s
