0001193125-12-115224 Sample Contracts

FORM OF TAX MATTERS AGREEMENT by and between CARROLS RESTAURANT GROUP, INC., CARROLS CORPORATION and FIESTA RESTAURANT GROUP, INC. Dated as of , 2012

Tax Matters Agreement • March 14th, 2012 • Fiesta Restaurant Group, Inc. • Retail-eating places • New York

• Contract Type
  Tax Matters Agreement
• Filed
  March 14th, 2012
• Company
  Fiesta Restaurant Group, Inc.
• Industry
  Retail-eating places
• Jurisdiction
  New York

This TAX MATTERS AGREEMENT (this “Agreement”) is made as of , by and between Carrols Restaurant Group, Inc., a Delaware corporation (“CRG”), Carrols Corporation, a Delaware corporation (“Carrols”) and Fiesta Restaurant Group, Inc., a Delaware corporation (“Fiesta”) and, as of the date hereof, an indirect wholly-owned subsidiary of CRG. CRG and Fiesta are referred to herein as “Parties” or each individually as a “Party.”

FORM OF EMPLOYEE MATTERS AGREEMENT by and between CARROLS RESTAURANT GROUP, INC., CARROLS CORPORATION and FIESTA RESTAURANT GROUP, INC. Dated as of , 2012

Employee Matters Agreement • March 14th, 2012 • Fiesta Restaurant Group, Inc. • Retail-eating places • New York

• Contract Type
  Employee Matters Agreement
• Filed
  March 14th, 2012
• Company
  Fiesta Restaurant Group, Inc.
• Industry
  Retail-eating places
• Jurisdiction
  New York

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made as of , 2012 by and between Carrols Restaurant Group, Inc., a Delaware corporation (“CRG”), Carrols Corporation, a Delaware corporation (“Carrols”) and Fiesta Restaurant Group, Inc., a Delaware corporation (“Fiesta”) and, as of the date hereof, an indirect wholly-owned subsidiary of CRG. CRG and Fiesta are referred to herein as “Parties” or each individually as a “Party.”