0000899681-12-000248 Sample Contracts

VOTING AGREEMENT
Voting Agreement • June 12th, 2012 • Jefferies Capital Partners Iv Lp • Retail-eating places • Florida

This Voting Agreement (this “Agreement”), dated as of March 26, 2012 between the undersigned stockholder (“Stockholder”) of Carrols Restaurant Group, Inc., a Delaware corporation (the “Company”), and Burger King Corporation, a Florida corporation (“BK”).

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VOTING AGREEMENT
Voting Agreement • June 12th, 2012 • Jefferies Capital Partners Iv Lp • Retail-eating places • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 27, 2011, by and among Carrols Restaurant Group, Inc., a Delaware corporation (the “Company”), Jefferies Capital Partners IV L.P., a Delaware limited partnership (“Jefferies Capital Partners IV”), Jefferies Employee Partners IV LLC, a Delaware limited liability company (“Jefferies Employee Partners”) and JCP Partners IV LLC, a Delaware limited liability company (together with Jefferies Capital Partners IV and Jefferies Employee Partners, “Jefferies Capital Partners”).

FIRST AMENDMENT TO VOTING AGREEMENT
Voting Agreement • June 12th, 2012 • Jefferies Capital Partners Iv Lp • Retail-eating places • Delaware

This FIRST AMENDMENT TO VOTING AGREEMENT (the “Amendment”), is dated effective as of May 30, 2012, and entered into by and among Carrols Restaurant Group, Inc., a Delaware corporation (the “Company”), Jefferies Capital Partners IV L.P., a Delaware limited partnership (“Jefferies Capital Partners IV”), Jefferies Employee Partners IV LLC, a Delaware limited liability company (“Jefferies Employee Partners”), and JCP Partners IV LLC, a Delaware limited liability company (together with Jefferies Capital Partners IV and Jefferies Employee Partners, “Jefferies Capital Partners”).

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D/A
Agreement Regarding • June 12th, 2012 • Jefferies Capital Partners Iv Lp • Retail-eating places

The undersigned hereby agree that the statement on Schedule 13D/A to which this Agreement is annexed as Exhibit 1 is filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

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