0001193125-12-186274 Sample Contracts

TRANSITION SERVICES AGREEMENT BY AND AMONG FIESTA RESTAURANT GROUP, INC., CARROLS RESTAURANT GROUP, INC. AND CARROLS CORPORATION DATED AS OF APRIL 24, 2012

Transition Services Agreement • April 26th, 2012 • Carrols Restaurant Group, Inc. • Retail-eating places • New York

• Contract Type
  Transition Services Agreement
• Filed
  April 26th, 2012
• Company
  Carrols Restaurant Group, Inc.
• Industry
  Retail-eating places
• Jurisdiction
  New York

THIS TRANSITION SERVICES AGREEMENT, dated as of April 24, 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”)

SEPARATION AND DISTRIBUTION AGREEMENT among CARROLS RESTAURANT GROUP, INC. CARROLS CORPORATION and FIESTA RESTAURANT GROUP, INC. dated as of April 24, 2012

Separation and Distribution Agreement • April 26th, 2012 • Carrols Restaurant Group, Inc. • Retail-eating places • New York

• Contract Type
  Separation and Distribution Agreement
• Filed
  April 26th, 2012
• Company
  Carrols Restaurant Group, Inc.
• Industry
  Retail-eating places
• Jurisdiction
  New York

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of April 24, 2012, between Carrols Restaurant Group, Inc., a Delaware corporation (“CRG”), Carrols Corporation, a Delaware corporation (“Carrols”) and Fiesta Restaurant Group, Inc., a Delaware corporation (“Fiesta Restaurant Group”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.

TAX MATTERS AGREEMENT by and between CARROLS RESTAURANT GROUP, INC., CARROLS CORPORATION and FIESTA RESTAURANT GROUP, INC. Dated as of April 24, 2012

Tax Matters Agreement • April 26th, 2012 • Carrols Restaurant Group, Inc. • Retail-eating places • New York

• Contract Type
  Tax Matters Agreement
• Filed
  April 26th, 2012
• Company
  Carrols Restaurant Group, Inc.
• Industry
  Retail-eating places
• Jurisdiction
  New York

This TAX MATTERS AGREEMENT (this “Agreement”) is made as of April 24, 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.”

EMPLOYEE MATTERS AGREEMENT by and between CARROLS RESTAURANT GROUP, INC., CARROLS CORPORATION and FIESTA RESTAURANT GROUP, INC. Dated as of April 24, 2012

Employee Matters Agreement • April 26th, 2012 • Carrols Restaurant Group, Inc. • Retail-eating places • New York

• Contract Type
  Employee Matters Agreement
• Filed
  April 26th, 2012
• Company
  Carrols Restaurant Group, Inc.
• Industry
  Retail-eating places
• Jurisdiction
  New York

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made as of April 24, 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.”