0001140361-12-050907 Sample Contracts

Lock-Up Agreement
Lock-Up Agreement • December 12th, 2012 • Jefferies Capital Partners Iv Lp • Retail-eating places
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4,085,109 Shares CARROLS RESTAURANT GROUP, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 12th, 2012 • Jefferies Capital Partners Iv Lp • Retail-eating places • Florida

The stockholders of Carrols Restaurant Group, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”), severally and not jointly propose, subject to the terms and conditions stated herein, to sell to Raymond James & Associates, Inc. (“you” or the “Underwriter”), an aggregate of 4,085,109 shares of the Company's Common Stock, par value $0.01 per share (the “Common Stock”), each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder's name in Schedule I hereto. The aggregate of 4,085,109 shares of Common Stock to be purchased from the Selling Stockholders are called the “Shares.”

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D/A
Agreement Regarding • December 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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