Any and all amounts required hereunder to be paid to [[Organization C:Organization]] shall be paid to [[Organization C:Organization]] pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all [[Organization C:Organization]] Payment Deliverables received by [[Organization B:Organization]] at any time (and any and all [[Organization C:Organization]] Payment Deliverables that are or are deemed to be in or under the custody, possession or control of [[Organization B:Organization]] at any time) shall be held in trust by [[Organization B:Organization]] as the property and for the benefit of [[Organization C:Organization]]. In such event, [[Organization B:Organization]] shall, and [[Organization B:Organization]] has a fiduciary duty to [[Organization C:Organization]], # to hold in trust, as the property and for the benefit of [[Organization C:Organization]], the [[Organization C:Organization]] Payment Deliverables and (ii) (A) to immediately turn over and deliver to [[Organization C:Organization]] each [[Organization C:Organization]] Payment Deliverable, in kind, and in the exact form received, no later than one (1) Business Day after receipt thereof, and concurrently, endorse to [[Organization C:Organization]] any instrument or other form of payment payable to [[Organization B:Organization]], but which is to be paid to [[Organization C:Organization]] under this Agreement, # not to release any [[Organization C:Organization]] Payment Deliverable to any other Person without [[Organization C:Organization]]’s prior written consent, and # not to negotiate or otherwise seek to convert to cash any [[Organization C:Organization]] Payment

No Trust. This Agreement shall not be deemed to create a trust in favor of the Executive.

Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement to occur prior to the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

The Potlatch Corporation Deferred Compensation Plan for Directors II was adopted effective January 1, 2005, by the Board of Directors of Potlatch Corporation, and most recently amended and restated effective May 8, 2014 to provide Directors an opportunity to defer payment of their Director’s Fees and to credit their Deferred Equity-Based Awards. The Plan is also intended to assist the Company in attracting and retaining persons of outstanding achievement and ability as members of the Board.

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Establishment of Goals. The Compensation Committee will establish the performance goals for each Covered Executive for each Performance Period. Such performance goals will be set forth in a writing provided to each Covered Executive. The Compensation Committee may establish different performance goals for different Covered Executives during the same Performance Period.

The Carrols Restaurant Group, Inc. 2016 Stock Incentive Plan (the “Plan”) is established by Carrols Restaurant Group, Inc., a Delaware corporation (the “Company”), to attract and retain persons eligible to participate in the Plan; motivate Participants to achieve long-term Company goals; and further align Participants’ interests with those of the Company’s other stockholders. The Plan is adopted as of April 26, 2016, subject to approval by the Company’s stockholders within 12 months after such adoption date. No Awards shall be granted hereunder prior to the approval of the Plan by the Company’s stockholders. No Award shall be granted hereunder on or after the date 10 years after the Effective Date or such earlier date as of which the Plan is discontinued by the Board as provided herein. The Plan shall terminate on April 26, 2026 or such earlier time as the Board may determine.

Trust Indenture Binding. The Trust Indenture (assuming due execution and delivery thereof by the trustee) is and the Notes (when executed by the Company and authenticated in accordance with the Trust Indenture) will be, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as limited by equitable principles, bankruptcy, reorganization or other similar laws relating to or affecting the enforcement of creditor’s rights generally;

Graybar Voting Trust. The Graybar Voting Trust, pursuant to the Voting Trust Agreement dated as of March 16, 2007, holds approximately 83% of the outstanding shares of the ​ at June 30, 2016.

Premium Trust Funds. Seller is and has been in compliance with the Premium Trust Fund Laws. As of the Closing Date, Seller’s Insurance Premium Assets exceed its Insurance Premium Liabilities (including premium accounts payable to insurance carriers).