0001193125-12-151474 Sample Contracts

FORM OF TRANSITION SERVICES AGREEMENT BY AND AMONG FIESTA RESTAURANT GROUP, INC., CARROLS RESTAURANT GROUP, INC. AND CARROLS CORPORATION DATED AS OF , 2012

Transition Services Agreement • April 5th, 2012 • Fiesta Restaurant Group, Inc. • Retail-eating places • New York

• Contract Type
  Transition Services Agreement
• Filed
  April 5th, 2012
• Company
  Fiesta Restaurant Group, Inc.
• Industry
  Retail-eating places
• Jurisdiction
  New York

THIS TRANSITION SERVICES AGREEMENT, dated as of , 2012 (this “Agreement”), is entered into by and among Fiesta Restaurant Group, Inc., a Delaware corporation (“Fiesta”), Carrols Restaurant Group, Inc., a Delaware corporation (“CRG”), and Carrols Corporation, a Delaware corporation (“Carrols Corporation” and together with CRG, “Carrols”)

FORM OF SEPARATION AND DISTRIBUTION AGREEMENT among CARROLS RESTAURANT GROUP, INC. CARROLS CORPORATION and FIESTA RESTAURANT GROUP, INC. dated as of

Separation and Distribution Agreement • April 5th, 2012 • Fiesta Restaurant Group, Inc. • Retail-eating places • New York

• Contract Type
  Separation and Distribution Agreement
• Filed
  April 5th, 2012
• Company
  Fiesta Restaurant Group, Inc.
• Industry
  Retail-eating places
• Jurisdiction
  New York

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 • April 5th, 2012 • Fiesta Restaurant Group, Inc. • Retail-eating places • New York

• Contract Type
  Tax Matters Agreement
• Filed
  April 5th, 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 • April 5th, 2012 • Fiesta Restaurant Group, Inc. • Retail-eating places • New York

• Contract Type
  Employee Matters Agreement
• Filed
  April 5th, 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.”

FORM OF REGISTRATION RIGHTS AGREEMENT

Form of Registration Rights Agreement • April 5th, 2012 • Fiesta Restaurant Group, Inc. • Retail-eating places • New York

• Contract Type
  Form of Registration Rights Agreement
• Filed
  April 5th, 2012
• Company
  Fiesta Restaurant Group, Inc.
• Industry
  Retail-eating places
• Jurisdiction
  New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2012 by and among Fiesta Restaurant Group, Inc., a Delaware corporation (the “Company”) and the Persons listed on the signature page hereto as investors (collectively referred to herein as the “Investors”).