Exhibit 10.2


 


EXECUTION VERSION


 


		
        WELLS FARGO BANK, NATIONAL ASSOCIATION

        1808 Aston Avenue, Suite 250

        Carlsbad, CA 92008
	 




 


WELLS FARGO SECURITIES, LLC


550 South Tryon Street

Charlotte, North Carolina 28202


 


CONFIDENTIAL


 


February 19, 2019


 


Carrols Restaurant Group, Inc.


968 James Street


Syracuse, NY 13203


 


Attention: Paul Flanders, Chief Financial
Officer


 


		Re:	Carrols Commitment Letter



$500 Million Senior
Secured Credit Facilities


 


Ladies and Gentlemen:


 


You have advised Wells
Fargo Bank, National Association (“Wells Fargo Bank”) and Wells Fargo Securities, LLC (“Wells Fargo
Securities” and, together with Wells Fargo Bank, the “Commitment Parties” or “we”
or “us”) that Carrols Restaurant Group, Inc. (“Carrols” or “you”) intends
to consummate the Transactions (as defined in Annex A) and seeks financing to (a) consummate the Refinancing (as defined
in Annex A), (b) pay fees, commissions and expenses in connection with the Transactions and (c) finance ongoing
working capital requirements and other general corporate purposes, all as more fully described in the Transaction Description attached
hereto as Annex A (the “Transaction Description”). You have further advised us that the sources of funds
required in connection with the foregoing will consist of senior secured credit facilities of $500.0 million to be provided to
the Borrower (as defined Annex A) consisting of (i) a term loan B facility of $400.0 million (the “Term Loan
B Facility”) and (ii) a revolving credit facility of $100.0 million (the “Revolving Credit Facility”
and, collectively with the Term Loan B Facility, the “Senior Credit Facilities”), each as described in the Summary
of Proposed Terms and Conditions attached hereto as Annex B (the “Term Sheet”).


 


This letter, including
the Transaction Description, the Term Sheet and the Conditions Annex attached hereto as Annex C (the “Conditions
Annex”), is hereinafter referred to as the “Commitment Letter”. The date of the consummation of the
Refinancing and the initial funding of the Senior Credit Facilities is referred to as the “Closing Date”. Except
as the context otherwise requires, references to the “Borrower and its subsidiaries” will include the Acquired Company
and its subsidiaries after giving effect to the Acquisition (as defined in Annex A).


 


1. Commitment.
Upon the terms set forth in this Commitment Letter and subject only to the satisfaction (or waiver) of the Exclusive Funding Conditions
(as defined below), Wells Fargo Bank is pleased to advise you that it hereby commits to provide to the Borrower 100% of the principal
amount of the Senior Credit Facilities (the “Commitment”).


 






     


     


    

 


2. Titles and Roles.
Wells Fargo Securities, acting alone or through or with affiliates selected by it, will act as the sole bookrunner and sole lead
arranger (in such capacities, the “Lead Arranger”) in arranging and syndicating the Senior Credit Facilities.
Wells Fargo Bank will act as the sole administrative agent (in such capacity, the “Administrative Agent”) for
the Senior Credit Facilities. No additional agents, co-agents, arrangers or bookrunners will be appointed, no other titles will
be awarded and no other compensation will be paid in order to obtain commitments with respect to the Senior Credit Facilities (other
than compensation expressly contemplated by this Commitment Letter and the fee letter dated the date hereof from the Commitment
Parties to you (the “Fee Letter”)) unless you and we shall agree in writing; provided that (a) on or
prior to the date which is 10 business days after the date of this Commitment Letter, you will have the right to appoint up to
four additional joint lead arrangers, joint bookrunners, agents, co-agents or arrangers or confer other titles in respect of the
Senior Credit Facilities (each such party, an “Additional Agent”) in a manner reasonably acceptable to the Lead
Arranger and with economics determined by you in consultation with the Lead Arranger; provided, however, that in
no event shall Wells Fargo Securities receive less than 35% of the compensatory economics with respect to the Senior Credit Facilities,
and (b) the Lead Arranger shall have right, with your consent (not to be unreasonably withheld, conditioned or delayed) to award
titles to other co-agents, arrangers or bookrunners who are Lenders (as defined below) that provide (or whose affiliates provide)
commitments in respect of one or more of the Senior Credit Facilities (it being further agreed that (i) each of the parties hereto
shall, upon request of you or the Lead Arranger, execute a revised version of this Commitment Letter or an amendment or joinder
hereto to reflect the commitment or commitments of such Additional Agent and to otherwise effect the foregoing (and each of the
parties hereto shall, upon the request of you or the Lead Arranger, execute any such documentation), (ii) Wells Fargo Securities
will have the “left” and “highest” placement in any and all marketing materials or other documentation
used in connection with the Senior Credit Facilities and shall hold the leading role and responsibilities conventionally associated
with such placement, including maintaining sole physical books for the Senior Credit Facilities, and (iii) no Lender, Additional
Agent or other party (other than the Lead Arranger in consultation with you) will have rights in respect of the management of the
syndication of the Senior Credit Facilities (including, without limitation, in respect of “market flex” rights under
the Fee Letter), over which the Lead Arranger will have sole control).


 


3. Conditions to
Commitment.


 


(a) The Commitment
and the undertakings of the Commitment Parties hereunder are subject solely to the satisfaction (or waiver) of the conditions precedent
expressly set forth in the Conditions Annex (such express conditions, subject in all respects to the Limited Conditionality Provision
(as defined below), the “Exclusive Funding Conditions”); it being understood that, notwithstanding anything
to the contrary contained in this Commitment Letter, the Fee Letter, the Financing Documentation (as defined in the Term Sheet),
the Acquisition Agreement (as defined in Annex A) or any other agreement, document, instrument or other undertaking concerning
the Senior Credit Facilities or the financing of the Transactions, there are no conditions (implied or otherwise) to the Commitments
and the undertakings of the Commitment Parties hereunder, including compliance with the terms of this Commitment Letter, the Fee
Letter or the Financing Documentation, other than the Exclusive Funding Conditions (and upon satisfaction or waiver of the Exclusive
Funding Conditions, the initial funding under the Senior Credit Facilities shall occur).


 






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(b) Notwithstanding
anything in this Commitment Letter, the Fee Letter or the Financing Documentation (as defined in the Term Sheet) or any other letter
agreement or other undertaking concerning the financing of the Transactions to the contrary, (a) the only representations relating
to you, the Acquired Company, the Borrower and their respective subsidiaries and their respective businesses the accuracy of which
shall be a condition to the availability of the Senior Credit Facilities on the Closing Date shall be (i) such of the representations
made by the Acquired Company and/or the Seller or its subsidiaries or affiliates or with respect to the Acquired Company, its subsidiaries
or its business in the Acquisition Agreement (as defined in Annex A) as are material to the interests of the Lenders referred to
below, but only to the extent that you or your affiliates have the right to terminate your or their respective obligations under
the Acquisition Agreement or otherwise decline to close the Acquisition as a result of a breach or inaccuracy of any such representations
and warranties (the “Specified Acquisition Agreement Representations”), and (ii) the Specified Representations
(as defined below) made by the Borrower and the Guarantors (as defined in the Term Sheet) in the Financing Documentation and (b)
the terms of the Financing Documentation shall be in a form such that they do not impair the availability of the Senior Credit
Facilities on the Closing Date if the Exclusive Funding Conditions are satisfied or waived (it being understood that, to the extent
any security interest in any Collateral (as defined in the Term Sheet) (other than security interests in assets of the Borrower
and Guarantors that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code, and (y) the
delivery of certificates evidencing the equity interests required to be pledged pursuant to the Term Sheet) is not or cannot be
provided or perfected on the Closing Date after your use of commercially reasonable efforts to do so or without undue burden or
expense, then the provision and/or perfection of such security interests shall not constitute a condition precedent to the availability
of the Senior Credit Facilities on the Closing Date, but instead shall be required to be perfected after the Closing Date pursuant
to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably (but not to exceed
60 days after the Closing Date, unless extended by the Administrative Agent in its reasonable discretion)). For purposes hereof,
“Specified Representations” means the representations and warranties of the Borrower and the Guarantors (after
giving effect to the Transactions) set forth in the Financing Documentation relating to corporate or other organizational existence
of the Credit Parties (as defined in the Term Sheet) and good standing of the Credit Parties in their respective jurisdictions
of organization (if applicable); organizational power and authority, due authorization, execution and delivery and enforceability,
in each case, relating to the Credit Parties entering into and performing under the Financing Documentation; no conflicts with
or consents under the Credit Parties’ organizational documents or applicable law, in each case, with respect to the execution,
delivery and performance of the Financing Documentation; solvency as of the Closing Date (after giving effect to the Transactions)
of the Borrower and its subsidiaries on a consolidated basis; Federal Reserve margin regulations; the Investment Company Act; the
PATRIOT Act; use of proceeds of the Senior Credit Facilities not violating OFAC or FCPA; and creation, validity, perfection and
priority of security interests in the Collateral (subject to permitted liens and the limitations set forth in the immediately preceding
sentence). This Section 3, and the provisions herein, shall be referred to as the “Limited Conditionality Provision”.


 






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4. Syndication.


 


(a) The Lead Arranger
intends and reserves the right, both prior to and after the Closing Date, to secure commitments for the Senior Credit Facilities
from a syndicate of banks, financial institutions and other entities identified by the Lead Arranger in consultation with you and
reasonably acceptable to you, including any relationship lenders designated by you with the consent of the Lead Arranger (such
consent not to be unreasonably withheld) (such banks, financial institutions and other entities committing to the Senior Credit
Facilities, including Wells Fargo Bank, the “Lenders”) upon the terms set forth in this Commitment Letter. Until
the earlier of (i) the date that a Successful Syndication (as defined in the Fee Letter) is achieved and (ii) the date that is
60 days following the Closing Date (such earlier date, the “Syndication Date”), you agree to, and, to the extent
reasonable and practical and in all instances not in contravention of the terms of the Acquisition Agreement as in effect on the
date hereof, will use commercially reasonable efforts to cause appropriate members of management of the Acquired Company to, assist
us actively in achieving a syndication of the Senior Credit Facilities that is satisfactory to us and you. To assist us in our
syndication efforts, you agree that you will, and will cause your representatives and non-legal advisors to, and, to the extent
reasonable and practical and in all instances not in contravention of the terms of the Acquisition Agreement as in effect on the
date hereof, will use commercially reasonable efforts to cause appropriate members of management of the Acquired Company and its
representatives and advisors to, (i) provide promptly to the Commitment Parties and the other prospective Lenders, in each
case, upon the reasonable request of the Lead Arranger, all information reasonably deemed necessary by the Lead Arranger to assist
the Lead Arranger and each prospective Lender in their evaluation of the Transactions and to complete the syndication (including,
without limitation, projections prepared by your management of balance sheets, income statements and cash flow statements of you
and your subsidiaries for such periods after the Closing Date and during the term of the Senior Credit Facilities as are reasonably
requested by the Lead Arranger), (ii) make your senior management and (to the extent reasonable and practical and in all instances
not in contravention of the terms of the Acquisition Agreement as in effect on the date) use commercially reasonable efforts to
make appropriate members of management of the Acquired Company available to prospective Lenders on reasonable prior notice and
at reasonable and mutually agreed times and places, (iii) host, with the Lead Arranger, one or more meetings and/or calls with
prospective Lenders at mutually agreed times and locations, (iv) assist, and cause your affiliates and advisors to assist, the
Lead Arranger in the preparation of one or more confidential information memoranda and other customary marketing materials (which
memoranda and/or other marketing materials you will use commercially reasonable efforts to finalize no later than 45 days following
the date hereof), to be used in connection with the syndication, (v) use commercially reasonable efforts to ensure that the syndication
efforts of the Lead Arranger benefit materially from the existing lending relationships of the Borrower and the Acquired Company,
(vi) use commercially reasonable efforts to obtain, at the Borrower’s expense, (A) a current public corporate rating
(but no specific rating) for the Borrower from Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill
Companies, Inc. (“S&P”), (B) a current public corporate family rating (but no specific rating) for the Borrower
from Moody’s Investors Service, Inc. (“Moody’s”) and (C) a current public rating with respect to
each of the Senior Credit Facilities from each of S&P and Moody’s, in each case, at least 30 days prior to the Closing
Date and to participate actively in the process of securing such ratings, including having your senior management (and, to the
extent reasonable and practical and in all instances not in contravention of the terms of the Acquisition Agreement as in effect
on the date hereof, using commercially reasonable efforts to have) appropriate members of management of the Acquired Company meet
with such rating agencies, and (vii) your ensuring (and, to the extent practical and appropriate and in all instances not in contravention
of the terms of the Acquisition Agreement as in effect on the date hereof, using your commercially reasonable efforts to cause
the Acquired Company to ensure) that prior to the Syndication Date (and, if later, prior to the Closing Date) there will be no
competing issues, offerings, placements, arrangements or syndications of debt securities or commercial bank or other credit facilities
by or on behalf of you or your subsidiaries or the Acquired Company or its subsidiaries being announced, offered, placed or arranged
(other than the Senior Credit Facilities) without the written consent of the Lead Arranger, unless such issuance, offering, placement,
arrangement or syndication would not reasonably be expected to materially and adversely impair the primary syndication of the Senior
Credit Facilities (it being understood that (A) indebtedness incurred in the ordinary course of business of the Borrower and its
subsidiaries for capital expenditures and working capital purposes, (B) Permitted Surviving Debt, (C) amendments, replacements,
extensions, refinancings and renewals of existing indebtedness of Carrols, the Acquired Company and/or their respective subsidiaries,
in each case, in consultation with the Lead Arranger, (D) revolver drawings under the Existing Credit Agreement and (E) any other
indebtedness agreed between the Lead Arranger and you will not materially impair the syndication of the Senior Credit Facilities).
Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, none of the following shall constitute
a condition to the commitments hereunder or the funding of the Senior Credit Facilities on the Closing Date or any time thereafter
and shall not constitute a condition precedent to the Closing Date: (i) the obtaining of the ratings referenced above, (ii) the
compliance with any of the other provisions set forth in this paragraph or (iii) the completion of the syndication of the Senior
Credit Facilities.


 






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(b) The Lead Arranger
and/or one or more of its affiliates will exclusively manage all aspects of the syndication of the Senior Credit Facilities (in
consultation with you), including decisions as to the selection and number of prospective Lenders to be approached, when they will
be approached, whose commitments will be accepted, any titles offered to the Lenders and the final allocations of the commitments
and any related fees among the Lenders, and the Lead Arranger will exclusively perform all functions and exercise all authority
as is customarily performed and exercised in such capacities; provided that any Lenders from which commitments have been
accepted shall be reasonably acceptable to you. Notwithstanding the Lead Arranger’s right to syndicate the Senior Credit
Facilities and receive commitments with respect thereto, unless otherwise agreed to by you and except as set forth in Section 2,
(i) Wells Fargo Bank shall not be relieved or released from its obligations hereunder (including its obligation to fund the Senior
Credit Facilities on the Closing Date) in connection with any syndication, assignment or participation in the Senior Credit Facilities,
(ii) no assignment by any Commitment Party shall be effective until after the initial funding of the Senior Credit Facilities and
the occurrence of the Closing Date and (iii) unless you and we agree in writing, Wells Fargo Bank will retain exclusive control
over all rights and obligations with respect to its Commitment in respect of the Senior Credit Facilities, including all rights
with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred. Without limiting
your obligations to assist with the syndication efforts as set forth herein, it is understood that the Commitment hereunder is
not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities or your satisfaction
of such obligations, and in no event shall the successful completion of the syndication of the Senior Credit Facilities or your
satisfaction of such obligations constitute a condition to the availability of the Senior Credit Facilities on the Closing Date.


 


5. Information.


 


(a) You represent and
warrant (solely as relates to matters with respect to the Acquired Company and its subsidiaries, prior to the Closing Date, to
your knowledge) that (but the accuracy of which representation and warranty shall not be a condition to the commitments hereunder
or the funding of the Senior Credit Facilities on the Closing Date) (i) all written information and written data (such information
and data, other than the Projections, as defined below, other forward-looking information and information of a general economic
or industry specific nature, the “Information”) concerning you, the Borrower, the Acquired Company and their
respective subsidiaries and the Transactions that has been or will be made available to the Commitment Parties by you, the Acquired
Company or any of your or their representatives, subsidiaries or affiliates (or on your or their behalf), when taken as a whole,
does not, and in the case of Information made available after the date hereof, will not, when furnished, contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the
circumstances under which they were made, not misleading (after giving effect to all supplements and updates thereto provided in
accordance with the immediately succeeding sentence); and (ii) all financial projections concerning you, the Borrower, the
Acquired Company and their respective subsidiaries, taking into account the consummation of the Transactions, that have been or
will be made available to the Commitment Parties by you, the Acquired Company or any of your or their representatives, subsidiaries
or affiliates (or on your or their behalf) (the “Projections”) have been or will be prepared in good faith based
upon assumptions believed by you or the Acquired Company to be reasonable at the time made available to the Commitment Parties
or the prospective Lenders, it being understood that such Projections are not to be viewed as facts and are subject to significant
uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular financial
projections will be realized, and that actual results may vary materially from the Projections. You agree that if, at any time
prior to the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties
contained in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished,
and such representations were being made, at such time, then you will promptly (or prior to the Closing Date, with respect to Information
or Projections concerning the Acquired Company and its subsidiaries, you will use commercially reasonable efforts to) supplement
the Information and the Projections so that such representations are correct in all material respects under those circumstances;
provided that any such supplement shall cure any breach of such representations to the extent such supplement is provided
prior to the earlier of the Closing Date or the Syndication Date. In arranging the Senior Credit Facilities, we will be entitled
to use and rely upon, without responsibility to verify independently, the Information and the Projections. You acknowledge that
we may share with any of our affiliates (it being understood that such affiliates will be subject to the confidentiality agreements
between you and us), and such affiliates may share with the Commitment Parties, any information related to you, the Acquired Company,
or any of your or their respective subsidiaries or affiliates (including, without limitation, in each case, information relating
to creditworthiness) and the transactions contemplated hereby.


 






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(b) You acknowledge
that (i) the Commitment Parties will make available, on your behalf, the Information, Projections and other marketing materials
and presentations, including the confidential information memoranda (collectively, the “Informational Materials”),
to the prospective Lenders by posting the Informational Materials on SyndTrak Online or by other similar electronic means (collectively,
the “Electronic Means”) and (ii) certain prospective Lenders may be “public side” (i.e., lenders
that do not wish (or that have personnel that do not wish) to receive material non-public information (within the meaning of the
United States federal securities laws) (or information that would not customarily be made publicly available if the Acquired Company
were to become a public reporting company, “MNPI”) with respect to you, the Borrower, the Acquired Company or
their subsidiaries or affiliates or any of their respective securities, and who may be engaged in investment and other market-related
activities with respect to such entities’ securities (such prospective Lenders, “Public Lenders”). At
the request of the Lead Arranger, (A) you will assist, and cause your affiliates, advisors, and to the extent possible using commercially
reasonable efforts, appropriate representatives of the Acquired Company to assist, the Lead Arranger in the preparation of Informational
Materials to be used in connection with the syndication of the Senior Credit Facilities to Public Lenders, which will not contain
MNPI (the “Public Informational Materials”), (B) at our request, you will identify and conspicuously mark any
Public Informational Materials “PUBLIC, and (C) we shall be entitled to treat as containing MNPI any Informational
Materials not specifically identified by you as “PUBLIC”. Notwithstanding the foregoing, you agree that the
Commitment Parties may distribute the following documents to all prospective Lenders (including the Public Lenders) on your behalf,
unless you advise the Commitment Parties in writing (including by email) within a reasonable time prior to their intended distributions
that such material should not be distributed to Public Lenders (provided that you shall have been given a reasonable opportunity
to review such documents and comply with the U.S. Securities and Exchange Commission disclosure requirements): (w) administrative
materials for prospective Lenders such as lender meeting invitations and funding and closing memoranda, (x) notifications
of changes in the terms of the Senior Credit Facilities, (y) financial information regarding the Borrower and the Acquired Company
and their subsidiaries (other than the Projections and other financial information containing forward-looking statements) and (z)
drafts and final versions of the Term Sheet and the Financing Documentation. If you advise us in writing (including by email)
that any of the foregoing items (other than the Financing Documentation) should not be distributed to Public Lenders, then the
Commitment Parties will not distribute such materials to Public Lenders without further discussions with you. Before distribution
of any Informational Materials to prospective Lenders, you shall provide us with a customary letter authorizing the dissemination
of the Informational Materials, confirming the accuracy and completeness in all material respects of the information contained
therein, in the case of Public Informational Materials, confirming the absence of MNPI therefrom, and exculpating (i) us, our direct
and indirect equity holders and our and their affiliates with respect to any liability related to the use or misuse of the contents
of such Information Materials or any related marketing material by the recipients thereof and (ii) you, the Borrower, the Acquired
Company, your and their direct and indirect equity holders and your and their respective affiliates with respect to any liability
related to the misuse of the contents of such Information Materials or any related marketing material by the recipients thereof.


 






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(a) You hereby authorize
the Lead Arranger to download copies of the Borrower’s trademark logos from its website and post copies thereof on the SyndTrak
site or similar workspace established by the Lead Arranger to syndicate the Senior Credit Facilities and use the logos on any confidential
information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Senior Credit
Facilities or in any advertisements (to which you consent, such consent not to be unreasonably withheld) that we may place after
the closing of the Senior Credit Facilities in financial and other newspapers, journals, the World Wide Web, home page or otherwise,
at their own expense describing its services to the Borrower hereunder.


 


6. Fees. As
consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to cause to be paid the nonrefundable
fees described in the letter dated the date hereof and delivered herewith (the “Fee Letter”) on the terms and
subject to the conditions set forth therein.


 


7. Indemnification.
You agree to indemnify and hold harmless the Commitment Parties and each of their respective affiliates, directors, officers, employees,
partners, representatives, advisors and agents and each of their respective heirs, successors and assigns (each, an “Indemnified
Party”) from and against any and all actions, suits, losses, claims, damages, penalties, liabilities and out-of-pocket
expenses of any kind or nature (including legal expenses), joint or several, to which such Indemnified Party may become subject
or that may be incurred or asserted or awarded against such Indemnified Party, in each case arising out of or in connection with
or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of
a defense in connection therewith) (a) any matters contemplated by this Commitment Letter, the Transactions or any related transaction
(including, without limitation, the execution and delivery of this Commitment Letter and the Financing Documentation and the closing
of the Transactions) or (b) the use or the contemplated use of the proceeds of the Senior Credit Facilities, and will reimburse
each Indemnified Party for all out-of-pocket expenses (including reasonable attorneys’ fees, expenses and charges (limited
to one counsel for all Indemnified Parties, taken as a whole, and, if reasonably necessary, a single local counsel to all Indemnified
Parties, taken as a whole, in each relevant material jurisdiction and, solely in the case of a conflict of interest, one additional
counsel in each applicable material jurisdiction to the affected Indemnified Parties similarly situated taken as a whole)) within
30 days after demand therefor (together with reasonably detailed backup documentation) as they are incurred in connection with
any of the foregoing; provided that no Indemnified Party will have any right to indemnification for any of the foregoing
to the extent resulting from (i) such Indemnified Party’s own gross negligence or willful misconduct as determined by a court
of competent jurisdiction in a final non-appealable judgment, (ii) a claim brought by you against an Indemnified Party for material
breach in bad faith of the funding obligations of such Indemnified Party under this Commitment Letter as determined by a court
of competent jurisdiction in a final non-appealable judgment or (iii) any dispute solely among Indemnified Parties, other than
any claims against any Commitment Party in its respective capacity or in fulfilling its role as an administrative agent or arranger
or any similar role hereunder or under the Senior Credit Facilities, and other than any claims arising out of any act or omission
on the part of you or your subsidiaries or affiliates. In the case of an investigation, litigation or proceeding to which the indemnity
in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought
by you, your equity holders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto
and whether or not the transactions contemplated hereby are consummated. You also agree that no Indemnified Party will have any
liability (whether direct or indirect, in contract or tort, or otherwise) to you or your affiliates or to your or their respective
equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby,
except to the extent such liability to you is determined in a final, non-appealable judgment by a court of competent jurisdiction
to have resulted from (A) such Indemnified Party’s own gross negligence or willful misconduct or (B) a material breach in
bad faith of the funding obligations of such Indemnified Party under this Commitment Letter. Neither (x) any Indemnified Party
nor (y) you, the Borrower, the Acquired Company (or any of your or their respective subsidiaries or affiliates) will be liable
for any indirect, consequential, special or punitive damages in connection with this Commitment Letter, the Fee Letter, the Financing
Documentation or any other element of the Transactions; provided that nothing contained in this sentence shall limit your
indemnification obligations to the extent such indirect, consequential, special or punitive damages are included in any third party
claim in connection with which such Indemnified Party is entitled to indemnification pursuant to the indemnification provisions
hereunder. No Indemnified Party will be liable to you, your affiliates or any other person for any damages arising from the use
by others of Informational Materials or other materials obtained by Electronic Means, except to the extent that your damages are
found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such Indemnified Party. You shall not, without the prior written consent of each Indemnified Party affected thereby,
settle any threatened or pending claim or action that would give rise to the right of any Indemnified Party to claim indemnification
hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or
action against such Indemnified Party, (y) does not include any statement as to or an admission of fault, culpability or failure
to act by or on behalf of such Indemnified Party and (z) requires no action on the part of the Indemnified Party other than its
consent.


 






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8. Confidentiality.


 


(a) This Commitment Letter
and the Fee Letter (collectively, the “Commitment Documents”) and the existence and contents hereof and thereof
shall be confidential and may not be disclosed, directly or indirectly, by you in whole or in part to any person without our prior
written consent, except for (i) the disclosure of the Commitment Documents on a confidential basis to your directors, officers,
employees, accountants, attorneys and other professional advisors who have been advised of their obligation to maintain the confidentiality
of the Commitment Documents for the purpose of evaluating, negotiating or entering into the Transactions, (ii) the disclosure of
the Commitment Documents as required by law or other compulsory process (in which case, you agree, to the extent permitted by law,
to inform us promptly in advance thereof), (iii) the disclosure of the Commitment Documents on a confidential basis to the board
of directors, officers and advisors of the Acquired Company in connection with its consideration of the Acquisition, (provided
that any information relating to pricing (including in any “market flex” provisions that relate to pricing), fees and
expenses has been redacted in a manner reasonably acceptable to us), (iv) the disclosure of this Commitment Letter, but not the
Fee Letter, in any required filings with the Securities and Exchange Commission and other applicable regulatory authorities and
stock exchanges, (v) the disclosure of the Term Sheet and the existence of the Commitment Letter to any ratings agency in connection
with the Transactions, (vi) disclosures made with the consent of the Commitment Parties, (vii) disclosure of the existence of the
Fee Letter and the fees contained therein as part of generic disclosure regarding fees and expenses in connection with any syndication
of the Senior Credit Facilities without disclosing any specific fees set forth therein, or on a redacted basis in a manner reasonably
acceptable to the Lead Arranger or for customary accounting purposes, including accounting for deferred financing costs, (viii)
the disclosure of the Commitment Letter, but not the Fee Letter (after this Commitment Letter and the Fee Letter have been accepted
by you) on a confidential basis to any prospective Additional Agent or affiliate thereof, and (ix) the disclosure of this Commitment
Letter and the contents hereof (but not the Fee Letter and the contents thereof) in any syndication of the Senior Credit Facilities
or in any proxy statement or other public filing in connection with the Transactions. In connection with any disclosure by you
to any third party as set forth above (except as set forth in clauses (ii), (iv), (v) and (vii) above), you shall notify such third
party of the confidential nature of the Commitment Documents and agree to be responsible for any failure by any third party to
whom you disclosed the Commitment Documents or any portion thereof to maintain the confidentiality of the Commitment Documents
or any portion thereof. Your obligations under this paragraph with regard to this Commitment Letter (but not the Fee Letter) shall
terminate on the earlier of (x) the second anniversary of the date hereof or (y) one year following the termination of this Commitment
Letter in accordance with its terms.


 






    8


     


    

 


(b) The Commitment Parties
shall use all confidential information provided to it by or on behalf of you or your affiliates in the course of the Transactions
solely for the purposes of providing the services that are the subject of this Commitment Letter and shall treat all such information
as confidential; provided that nothing herein shall prevent the Lead Arranger or their respective affiliates from disclosing
any such information, (i) to any Lenders or participants or prospective Lenders or prospective participants (provided that
any such disclosure shall be made subject to the acknowledgment and acceptance by such Lender or participant or prospective Lender
or prospective participant that such information is being disseminated on a confidential basis (and they shall agree to be bound
to substantially the same terms as are set forth in this paragraph or as are otherwise reasonably acceptable to you and us, including
as agreed in any informational memoranda or other marketing materials) in accordance with the standard syndication processes of
the Commitment Parties or customary market standard for dissemination of such type of information), (ii) pursuant to the order
of any court or administrative agency or in any judicial or administrative proceeding or as otherwise required by law or compulsory
legal process (in which case the applicable Commitment Party shall use commercially reasonable efforts to promptly notify you,
in advance, to the extent practicable and permitted by law), (iii) upon the request or demand of any regulatory authority having
jurisdiction over any of the Commitment Parties (in which case the applicable Commitment Party shall use commercially reasonable
efforts to, except with respect to any audit or examination conducted by bank accountants or any governmental regulatory authority
exercising examination or regulatory authority, promptly notify you, in advance, to the extent practicable and permitted by law),
(iv) to our respective affiliates involved in the Transactions and their and their affiliates’ respective directors, officers,
employees, accountants, attorneys, agents and other professional advisors (collectively, “Representatives”)
on a need-to-know basis who are informed of the confidential nature of such information and are or have been advised of their obligation
to keep information of this type confidential, (v) to ratings agencies in connection with the Transactions, (vi) to the extent
that such information is independently developed by the Commitment Parties, so long as the Commitment Parties have not otherwise
breached their confidentiality obligations hereunder and have not developed such information based on information received from
a third party that to their knowledge has breached confidentiality obligations owing to you, (vii) to the extent any such information
becomes publicly available other than by reason of disclosure by us in breach of this provision, (vii) to the extent that such
information is received by a Commitment Party or an affiliate of a Commitment Party from a third party that is not to its knowledge
subject to confidentiality obligations to you or your affiliates, (viii) for purposes of establishing a “due diligence”
defense, (ix) in connection with the exercise of any remedies hereunder, any action or proceeding relating to the Commitment Documents
or the enforcement of rights thereunder, or (x) with your prior written consent. The provisions of this paragraph with respect
to the Commitment Parties and their respective affiliates shall automatically terminate on the earlier of (x) one year following
the date of this Commitment Letter and (y) the execution of the definitive documentation for the Senior Credit Facilities (in which
case, the confidentiality provisions in the definitive documentation shall supersede the provisions of this paragraph). The terms
of this paragraph shall supersede all prior confidentiality or non-disclosure agreements and understandings between you and the
Commitment Parties relating the Transactions.


 






    9


     


    

 


(c) The Commitment
Parties shall be permitted to use information related to the syndication and arrangement of the Senior Credit Facilities in connection
with obtaining a CUSIP number, marketing, press releases or other transactional announcements or updates provided to investor or
trade publications, subject to confidentiality obligations or disclosure restrictions reasonably requested by you (provided
that you shall have been given a reasonable opportunity to review any such disclosure). Prior to the Closing Date, the Commitment
Parties shall have the right to review and approve any public announcement or public filing made by you, the Acquired Company or
your or their respective representatives relating to the Senior Credit Facilities or to any of the Commitment Parties in connection
therewith, before any such announcement or filing is made (such approval not to be unreasonably withheld or delayed).


 


9. PATRIOT Act Notification.
The Commitment Parties hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56
(signed into law October 26, 2001) (the “PATRIOT Act”), each of them is required to obtain, verify and record
information that identifies you and any additional Credit Parties, which information includes your and their respective names,
addresses, tax identification numbers and other information (including, for the avoidance of doubt, a certification regarding beneficial
ownership as required by 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”)) that will allow the
Commitment Parties and the other prospective Lenders to identify you and such other parties in accordance with the PATRIOT Act.
This notice is given in accordance with the requirements of the PATRIOT Act and is effective for each of us and the prospective
Lenders.


 


10. Other Services.


 


(a) Nothing contained
herein shall limit or preclude the Commitment Parties or any of their respective affiliates from carrying on any business with,
providing banking or other financial services to, or from participating in any capacity, including as an equity investor, in any
party whatsoever, including, without limitation, any competitor, supplier or customer of you, the Acquired Company or any of your
or their respective affiliates, or any other party that may have interests different than or adverse to such parties.


 


(b) You acknowledge that
the Commitment Parties and their affiliates (the term “Commitment Parties” as used in this Section being understood
to include such affiliates) (i) may be providing debt financing, equity capital or other services (including financial advisory
services) to other entities and persons with which you, the Acquired Company or your or their respective affiliates may
have conflicting interests regarding the Transactions and otherwise, (ii) may act, without violation of its contractual obligations
to you, as it deems appropriate with respect to such other entities or persons, and (iii) have no obligation in connection with
the Transactions to use, or to furnish to you, the Acquired Company or your or their respective affiliates or subsidiaries, confidential
information obtained from other entities or persons. Additionally, you acknowledge that Wells Fargo Bank currently is acting as
administrative agent and a lender under the Existing Credit Agreement, and your and your affiliates’ rights and obligations
under any other agreement with Wells Fargo Bank or any of its affiliates (including the Existing Credit Agreement) that currently
or hereafter may exist are, and shall be, separate and distinct from the rights and obligations of the parties pursuant to this
Commitment Letter, and none of such rights and obligations under such other agreements shall be affected by the Lead Arranger’s
performance or lack of performance of services hereunder.  You hereby agree that Wells Fargo Bank and Wells Fargo Securities
may render their services under this Commitment Letter notwithstanding any actual or potential conflict of interest presented by
the foregoing, and you agree not to assert any claim you might allege based on any actual or potential conflicts of interest that
might be asserted to arise or result from, on the one hand, the engagement of Wells Fargo Securities or Wells Fargo Bank and their
affiliates, and on the other hand, Wells Fargo Securities’ and Wells Fargo Bank’s and their affiliates’ relationships
with you as described and referred to in this Commitment Letter. The terms of this paragraph shall survive the expiration or termination
of this Commitment Letter for any reason whatsoever.


 






    10


     


    

 


(c) In connection with
all aspects of the Transactions, you acknowledge and agree that: (i) the Senior Credit Facilities and any related arranging or
other services contemplated in this Commitment Letter constitute an arm’s-length commercial transaction between you and your
affiliates, on the one hand, and the Commitment Parties, on the other hand, and you are capable of evaluating and understanding
and understand and accept the terms, risks and conditions of the Transactions, (ii) in connection with the process leading
to the Transactions, each of the Commitment Parties is and has been acting solely as a principal and not as a financial advisor,
agent or fiduciary, for you, the Acquired Company or any of your or their respective management, affiliates, equity holders, directors,
officers, employees, creditors or any other party, (iii) no Commitment Party or any affiliate thereof has assumed or will assume
an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the Transactions
or the process leading thereto (irrespective of whether any Commitment Party or any of its affiliates has advised or is currently
advising you or your affiliates or the Acquired Company or its affiliates on other matters) and no Commitment Party has any obligation
to you or your affiliates with respect to the Transactions except those obligations expressly set forth in the Commitment Documents,
(iv) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests
that differ from yours and those of your affiliates and no Commitment Party shall have any obligation to disclose any of such interests,
and (v) no Commitment Party has provided any legal, accounting, regulatory or tax advice with respect to any of the Transactions
and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. You hereby
waive and release, to the fullest extent permitted by law, any claims that you may have against any Commitment Party or any of
their respective affiliates with respect to any breach or alleged breach of agency, fiduciary duty or conflict of interest.


 


11. Acceptance/Expiration
of Commitments.


 


(a) This Commitment Letter
and the Commitment of Wells Fargo Bank and the undertakings of Wells Fargo Securities set forth herein shall automatically terminate
at 5:00 p.m. Eastern Time) on February 19, 2019 (the “Acceptance Deadline”), without further action or notice
unless signed counterparts of this Commitment Letter and the Fee Letter shall have been delivered to the Lead Arranger by such
time.


 


(b) In the event this
Commitment Letter is accepted by you as provided above, the commitments and agreements of Wells Fargo Bank and the undertakings
of Wells Fargo Securities set forth herein will automatically terminate without further action or notice upon the earliest to occur
of (i) the consummation of the Transactions (with or without the use of the Senior Credit Facilities), (ii) the termination of
the Acquisition Agreement in accordance with its terms prior to consummation of the Acquisition and (iii) 5:00 p.m. (Eastern Time)
on the date that is five (5) business days after the End Date (as defined in the Acquisition Agreement as in effect on the date
hereof), if the Closing Date shall not have occurred by such time.


 


12. Survival.
The sections of this Commitment Letter relating to “Expenses”, “Indemnification”, “Confidentiality”,
“Other Services”, “Survival”, “Governing Law” and “Miscellaneous” shall survive
any termination or expiration of this Commitment Letter, the commitments of the Commitment Parties or the undertakings of Wells
Fargo Securities set forth herein (regardless of whether definitive Financing Documentation is executed and delivered), and the
sections relating to “Syndication”, “Information,” “Confidentiality”, “Other Services”,
“Survival” and “Governing Law” shall survive until the Syndication Date; provided that your obligations
under this Commitment Letter (other than your obligations with respect to the sections of this Commitment Letter relating to “Syndication”
(if the Senior Credit Facilities have been funded), “Information” (limited to the second sentence of Section 5(a) (if
the Senior Credit Facilities have been funded)) and “Confidentiality”) shall, to the extent covered by the provisions
of the Financing Documentation, automatically terminate and be superseded by such provisions of the Financing Documentation. You
may terminate this Commitment Letter and/or all or a portion of the Commitment hereunder with respect to the Senior Credit Facilities
(or any portion thereof) any time subject to the provisions of the preceding sentence and the Fee Letter.


 






    11


     


    

 


13. Governing Law.
THE COMMITMENT DOCUMENTS, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED THERETO (INCLUDING, WITHOUT LIMITATION,
ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF OR THEREOF), SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS
LAW OF THE STATE OF NEW YORK), WITHOUT REFERENCE TO ANY OTHER CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF; PROVIDED THAT,
NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT ANY DETERMINATIONS AS TO (X) WHETHER ANY SPECIFIED
ACQUISITION AGREEMENT REPRESENTATIONS HAVE BEEN BREACHED AND WHETHER AS A RESULT OF ANY BREACH THEREOF YOU HAVE THE RIGHT TO TERMINATE
YOUR OBLIGATIONS UNDER THE ACQUISITION AGREEMENT OR TO OTHERWISE DECLINE TO CLOSE THE ACQUISITION, (Y) WHETHER A “MATERIAL
ADVERSE EFFECT” (AS DEFINED IN THE CONDITIONS ANNEX) HAS OCCURRED, AND (Z) the determination
of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement SHALL, IN EACH
CASE BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY
WITH RESPECT TO ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF THE COMMITMENT DOCUMENTS OR THE PERFORMANCE OF SERVICES
THEREUNDER. With respect to any suit, action or proceeding arising in respect of this Commitment Letter or the Fee Letter or
any of the matters contemplated hereby or thereby, the parties hereto hereby irrevocably and unconditionally submit to the exclusive
jurisdiction of any state or federal court located in the Borough of Manhattan, and irrevocably and unconditionally waive any objection
to the laying of venue of such suit, action or proceeding brought in such court and any claim that such suit, action or proceeding
has been brought in an inconvenient forum. The parties hereto hereby agree that service of any process, summons, notice or document
by registered mail addressed to you or each of the Commitment Parties will be effective service of process against such party for
any action or proceeding relating to any such dispute. A final judgment in any such action or proceeding may be enforced in any
other courts with jurisdiction over you or each of the Commitment Parties.


 


14. Miscellaneous.
This Commitment Letter and the Fee Letter embody the entire agreement and understanding among the Commitment Parties and you and
your affiliates with respect to the specific matters set forth above and supersede all prior agreements and understandings relating
to the subject matter hereof. No person has been authorized by any of the Commitment Parties to make any oral or written statements
inconsistent with this Commitment Letter or the Fee Letter. This Commitment Letter and the Fee Letter shall not be assignable by
any party hereto (except by the Commitment Parties as expressly set forth in Section 2 hereof or by you on the Closing Date substantially
concurrently with the closing of the Transaction to the ultimate borrower under the Senior Credit Facilities without the prior
written consent of the Commitment Parties, and any purported assignment without such consent shall be void. This Commitment Letter
and the Fee Letter are not intended to benefit or create any rights in favor of any person other than the parties hereto, the prospective
Lenders and, with respect to indemnification, each Indemnified Party. This Commitment Letter and the Fee Letter may be executed
in separate counterparts and delivery of an executed signature page of this Commitment Letter and the Fee Letter by facsimile,
electronic mail or other electronic means shall be effective as delivery of manually executed counterpart hereof; provided
that, upon the request of any party hereto, such facsimile transmission or electronic mail transmission shall be promptly followed
by the original thereof. This Commitment Letter and the Fee Letter may only be amended, modified or superseded by an agreement
in writing signed by each of you and the Commitment Parties, and shall remain in full force and effect and not be superseded by
any other documentation unless such other documentation is signed by each of the parties hereto and expressly states that this
Commitment Letter is superseded thereby. Each of the parties hereto agrees that this Commitment Letter and the Fee Letter are binding
and enforceable agreements with respect to the subject matter contained herein and therein, including the good faith negotiation
of the Financing Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being understood and
agreed that the funding and availability of the Senior Credit Facilities on the Closing Date are subject only to the satisfaction
or waiver of the Exclusive Funding Conditions.


 


[Signature Pages Follow]


 




    12


     


    

 


If you are in agreement with the foregoing,
please indicate acceptance of the terms hereof by signing the enclosed counterpart of this Commitment Letter and returning it to
the Lead Arranger, together with executed counterparts of the Fee Letter, by no later than the Acceptance Deadline.


 


	 	Sincerely,
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 	 
	 	By:	/s/ Emily Sutton
	 	 	Name: 	Emily Sutton
	 	 	Title: 	Director
	 	 	 	 
	 	WELLS FARGO SECURITIES, LLC
	 	 	 	 
	 	By:	/s/ Adam Hyder
	 	 	Name: 	Adam Hyder
	 	 	Title: 	Director


 


 


 


 


Carrols


Commitment Letter


Signature Page


 




     


     


    

 


	Agreed to and accepted as of the date first above written:	 
	 	 
	CARROLS RESTAURANT GROUP, INC.	 
	 	 	 	 
	By:	/s/ Paul R. Flanders	 
	 	Name: 	Paul R. Flanders	 
	 	Title: 	Vice President and Chief Financial Officer	 


 


 


 


 


Carrols


Commitment Letter


Signature Page


 




     


     


    

 


ANNEX
A


 


TRANSACTION
DESCRIPTION


 


Capitalized terms used
but not defined in this Annex A shall have the meanings set forth in the letter to which this Annex A is attached
or in Annex B or C thereto, as applicable. In the case of any such capitalized term that is subject to multiple and
differing definitions, the appropriate meaning thereof shall be determined by reference to the context in which it is used.


 


It is intended that:


 


(a) Pursuant to an Agreement
and Plan of Merger (together with the exhibits and disclosures schedules thereto, the “Acquisition Agreement”),
by and among Carrols Restaurant Group, Inc. (“Carrols” or “you”), a Delaware corporation,
Carrols Holdco Inc., a Delaware corporation and a wholly owned subsidiary of Carrols (“NewCRG” or the “Borrower”),
GRC Mergersub Inc., a Delaware corporation and a wholly owned subsidiary of NewCRG (“Carrols Merger Sub”), GRC
Mergersub LLC, a Delaware limited liability company and a wholly owned subsidiary of NewCRG (“Carrols CFP Merger Sub”),
Cambridge Franchise Partners, LLC (“CFP”), a Delaware limited liability company, Cambridge Franchise Holdings,
LLC, a Delaware limited liability company and a wholly owned subsidiary of CFP (the “LLC Member”) and New CFH,
LLC, a Delaware limited liability company and a wholly owned subsidiary of the LLC Member (the “Acquired Company”),
(i) Carrols Merger Sub shall be merged with and into Carrols, whereupon the separate existence of Carrols Merger Sub shall cease
and Carrols shall be the surviving corporation and a wholly-owned subsidiary of NewCRG, and (ii) Carrols CFP Merger Sub shall be
merged with and into the Acquired Company, whereupon the separate existence of Carrols CFP Merger Sub shall cease and the Acquired
Company shall be the surviving entity and a wholly-owned subsidiary of NewCRG, in accordance with the terms thereof (the foregoing
mergers, the “Acquisition”).


 


(b) The Borrower will
obtain senior secured first-lien loan facilities described in the Term Sheet consisting of (i) the Revolving Credit Facility and
(ii) the Term Loan B Facility, in each case, on the terms and conditions set forth in the Term Sheet.


 


(c) (i) All existing
third party indebtedness for borrowed money of the Acquired Company (other than (w) any such indebtedness that the Lead Arranger
and you agree may remain outstanding under the Financing Documentation or the Acquisition Agreement, (x) any such indebtedness
permitted to remain outstanding under the Acquisition Agreement, (y) any such indebtedness of the Acquired Company and its subsidiaries
contemplated by the Acquisition Agreement, and (z) any such indebtedness comprising ordinary course capital leases, purchase money
indebtedness, equipment financings and letters of credit (the foregoing indebtedness, collectively, the “Permitted Surviving
Debt”)) will be refinanced or repaid and all security interests and guarantees in connection therewith will be terminated
or released and (ii) (x) the Credit Agreement, dated as of May 30, 2012, among Carrols, Wells Fargo Bank, National Association,
as administrative agent (“Existing Bank Administrative Agent”) and each of the other parties thereto (as amended,
restated or otherwise modified as of immediately prior to the Closing Date, the “Existing Credit Agreement”)
will be repaid in full and all security interests and guarantees in connection therewith will be terminated or released (with cash
collateral or other arrangements mutually agreed by the Borrower and the Existing Bank Administrative Agent being provided with
respect to outstanding letters of credit and outstanding treasury management and hedging obligations then secured by such collateral
and guarantees) and (y) notice of redemption shall be given for all of Carrols’ issued and outstanding 8.000% Senior Secured
Second Lien Notes due 2022, governed by that certain indenture, dated April 29, 2015 (as supplemented by the Officers’ Certificate
dated June 23, 2017, the “Indenture”), all security interests and guarantees in connection therewith will be
terminated or released and the Indenture will be satisfied and discharged (clauses (i) and (ii), collectively, the “Refinancing”).
For the avoidance of doubt, notwithstanding the foregoing exceptions, all existing third party indebtedness for borrowed money
of the Acquired Company specified in Schedule 3.12(a)(vii) of the Acquisition Agreement will be refinanced or repaid and all security
interests and guarantees in connection therewith will be terminated or released.


 


(d) The proceeds of the
Senior Credit Facilities received on the Closing Date shall be applied to finance the Refinancing, the costs and expenses related
to the Transactions and the Borrower’s ongoing working capital requirements and other general corporate purposes.


 


The transactions described
above are collectively referred to herein as the “Transactions.”


 




    	Annex A – Transaction Description	1	 



     


    

 


ANNEX B


 


$500,000,000


SENIOR SECURED CREDIT FACILITIES


SUMMARY OF PROPOSED TERMS
AND CONDITIONS


 


Capitalized terms used
but not defined in this Annex B (this “Term Sheet”) shall have the meanings set forth in the commitment
letter to which this Annex B is attached or in Annex A or C thereto, as applicable. In the case of any such
capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof shall be determined by
reference to the context in which it is used.


 


	Borrower:	 	Carrols Holdco Inc., a Delaware corporation (the “Borrower”).
	 	 	 
	Sole Lead Arranger and Sole Bookrunner:	 	Wells Fargo Securities, LLC will act as sole lead arranger and sole bookrunner (in such capacity, the “Lead Arranger”).
	 	 	 
	Lenders:	 	Wells Fargo Bank, National Association and a syndicate of financial institutions and other entities (each a “Lender” and, collectively, the “Lenders”).
	 	 	 
	Administrative Agent and Issuing Bank:	 	Wells Fargo Bank, National Association (in such capacity, the “Administrative Agent” or the “Issuing Bank”, as the case may be).
	 	 	 
	Senior Credit Facilities:	 	
        Senior secured credit facilities
        (the “Senior Credit Facilities”) in an aggregate principal amount of $500.0 million, such Senior Credit Facilities
        to consist of:

         

        (a)           Revolving Credit Facility. A revolving credit facility in an aggregate principal amount of $100.0 million (the “Revolving
Credit Facility”) (with a subfacility for standby letters of credit (each, a “Letter of Credit”)
in a maximum amount to be mutually determined and on customary terms and conditions). Letters of Credit will be issued by the
Issuing Bank and each Lender with a commitment under the Revolving Credit Facility will purchase an irrevocable and unconditional
participation in each Letter of Credit. Letters of Credit may be issued on the Closing Date in the ordinary course of business
and to replace or provide credit support for any existing letters of credit (including by “grandfathering” such existing
letters of credit into the Revolving Credit Facility).

         

        (b)           Term Loan B Facility. A term loan facility in an aggregate principal amount of $400.0 million (the “Term Loan B
        Facility”).

	 	 	 
	Use of Proceeds:	 	
        The proceeds of the Term Loan
        B Facility will be used to finance (a) the Refinancing and (b) the payment of fees and expenses incurred in connection with
        the Transactions.

         

        The proceeds of the Revolving
        Credit Facility will be used to finance (a) the Refinancing, (b) the payment of fees and expenses incurred in connection with the
        Transactions, and (c) ongoing working capital and for other general corporate purposes of the Borrower and its subsidiaries, including
        permitted acquisitions, and required expenditures under development agreements (including those with Burger King and Popeye’s).




 






    	Annex B – Term Sheet	1	 



     


    

 


	Availability:	 	
        The Revolving Credit Facility
        will be available on a revolving basis from and after the Closing Date until the Revolving Credit Maturity Date (as defined below).

         

        The Term Loan B Facility will
        be available only in a single draw of the full amount of the Term Loan B Facility on the Closing Date.

	 	 	 
	Incremental Term Loans/ Revolving Facility Increases:	 	After the Closing Date, the
        Borrower will be permitted to incur (a) additional term loans under a new term facility that will be included in the Term Loan
        B Facility (each, an “Incremental Term Loan”) and/or (b) increases in the Revolving Credit Facility (each, a
        “Revolving Facility Increase”; the Incremental Term Loans and any Revolving Facility Increase are collectively
        referred to as “Incremental Facilities”), in an aggregate principal amount for all such Incremental Term Loans
        and Revolving Facility Increases not to exceed the sum of (a) the greater of (i) $135.0 million and (ii) 100% of Consolidated
        EBITDA (as defined in accordance with the Documentation Principles) of the Borrower and its subsidiaries for the four consecutive
        fiscal quarters most recently ended for which financial statements have been delivered to the Lenders (“LTM Consolidated
        EBITDA”) less any amount applied pursuant to clause (a)(v) under “Negative Covenants”, (b) all voluntary
        prepayments, repurchases, redemptions and other retirements of the Term Loan B Facility, any Incremental Term Loans, any Incremental
        Equivalent Debt (as defined below) secured on a pari passu basis with the Term Loan B Facility made prior to such date of
        occurrence (other than voluntary prepayments, repurchases, redemptions and other retirements and voluntary commitment reductions
        to the extent funded by a refinancing with long-term funded indebtedness (other than revolving loans)) and (c) an unlimited amount
        at any time (including at any time prior to utilization of amounts set forth in clause (a) and (b) above), subject to, in the case
        of this clause (c) only, (1) in the case of indebtedness secured on a pari passu lien basis with the Term Loan B Facility,
        pro forma compliance with a First Lien Net Leverage Ratio (as defined below) of not greater than 3.00 to 1.00, (2) in the case
        of indebtedness secured on a junior lien basis to the Term Loan B Facility, pro forma compliance with a Secured Net Leverage Ratio
        (as defined below) of not greater than 4.25 to 1.00 and (3) in the case of unsecured indebtedness, pro forma compliance with a
        Total Net Leverage Ratio (as defined below) of not greater than 4.75 to 1.00, in each case of this clause (c), after giving pro
        forma effect to any acquisition, investment or other specified transaction consummated in connection therewith and all other permitted
        pro forma adjustment (the amounts under the foregoing clauses (a) and (b), the “Free and Clear Incremental Amount”
        and the amounts under the foregoing clause (c) (the “Incurrence-Based Incremental Amount”, and together with
        the Free and Clear Incremental Amount, the “Available Incremental Amount”). The Borrower may elect to use the
        Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion
        of any Incremental Facility incurred in reliance on the Free and Clear Incremental Amount may be reclassified, as the Borrower
        may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio
        for the Incurrence Based Incremental Amount at such time on a pro forma basis.



 






    	Annex B – Term Sheet	2	 



     


    

 


	 	 	provided that (i) subject
        to clause (v) below, no event of default exists immediately prior to or after giving effect thereto, (ii) no Lender will be required
        or otherwise obligated to provide any portion of such Incremental Term Loan or Revolving Facility Increase, (iii) the maturity
        date of any such Incremental Term Loan shall be no earlier than the then latest Term Loan B Maturity Date (as defined below), the
        weighted average life of such Incremental Term Loan shall be no shorter than the then remaining weighted average life of the last
        maturing loans under the Term Loan B Facility and any such Incremental Term Loans that are secured on a pari passu basis with respect
        to the Term Loan B Facility may participate on a pro rata or less than pro rata (but not greater than pro rata) basis with respect
        to mandatory prepayments, (iv) the interest rate margins and (subject to clause (iii)) amortization schedule applicable to any
        Incremental Term Loan shall be determined by the Borrower and the lenders thereunder; provided that in the event that the
        interest rate margins for any Incremental Term Loan secured on a pari passu lien basis with the initial Term Loan B Facility
        established on or prior to the date that is 12 months after the Closing Date is higher than the interest rate margins for the Term
        Loan B Facility (as determined by the Administrative Agent) by more than 50 basis points, then the interest rate margins for the
        Term Loan B Facility shall be increased to the extent necessary so that such interest rate margins is equal to the interest rate
        margins for such Incremental Term Loan minus 50 basis points; provided, further, that in determining the interest
        rate margins applicable to the Incremental Term Loan and the Term Loan B Facility, (x) original issue discount (“OID”)
        or upfront fees (which shall be deemed to constitute like amounts of OID, with OID being equated to interest based on assumed four-year
        life to maturity) payable by the Borrower to the Lenders under the Term Loan B Facility or any Incremental Term Loan in the initial
        primary syndication thereof shall be included and the effect of any and all interest rate floors shall be included and (y) customary
        arrangement or commitment fees payable to the Lead Arranger (or its affiliates) in connection with the Term Loan B Facility or
        to one or more arrangers (or their affiliates) of any Incremental Term Loan shall be excluded, (v) in connection with any acquisition,
        investment or irrevocable repayment, repurchase or redemption there shall be no requirement for the Borrower to satisfy any of
        the conditions listed under “Conditions to all other Borrowings” below (including the absence of any default or event
        of default or the bring-down of the representations and warranties) or clause (i) above, instead the conditions may be limited
        to (A) absence of payment or bankruptcy event of default and (B) accuracy of customary “specified representations”
        (in an acquisition or investment, conformed as necessary to apply only to such acquisition or investment and the acquired business),
        in each case, subject to the provisions set forth below in connection with Limited Condition Acquisitions, and, in the case of
        clause (B), as may be waived or modified in scope by the lenders providing the Incremental Facilities, (vi) the other terms and
        documentation in respect of any Incremental Term Loans, to the extent not consistent with the Term Loan B Facility, will be reasonably
        satisfactory to the Administrative Agent and the Borrower, and (vii) each such Revolving Facility Increase shall have the same
        terms, other than interest rate, unused fees and upfront fees, as the Revolving Credit Facility; provided that in the event
        that the interest rate margins or unused fees for any Revolving Facility Increase (as determined by the Administrative Agent) are
        higher than the interest rate margins or unused fees for the Revolving Credit Facility (as determined by the Administrative Agent),
        then the interest rate margins or unused fees for the Revolving Credit Facility shall be increased to the extent necessary so that
        such interest rate margins or unused fees, as applicable, are equal to the interest rate margins or unused fees, as applicable,
        for such Revolving Facility Increase; provided, further, that in determining the interest rate margins applicable
        to the Revolving Facility Increase and the Revolving Credit Facility (x) upfront fees payable by the Borrower to the Lenders under
        the Revolving Credit Facility or any Revolving Facility Increase in the initial primary syndication thereof (with such upfront
        fees being equated to interest based on assumed four-year life to maturity) shall be included and the effects of any and all interest
        rate floors shall be included and (y) all customary arrangement or commitment fees payable to the Lead Arranger (or its affiliate)
        in connection with the Revolving Credit Facility or to one or more arrangers (or their affiliates) of any Revolving Facility Increase
        shall be excluded.
	 	 	 
	 	 	Incremental Term Loans and Revolving Facility Increases will have the same
    Guarantees (if any) from the Guarantors and will be unsecured or secured on a pari passu or junior basis by
    the same Collateral as the other Senior Credit Facilities and, if junior lien or unsecured, will be incurred as Incremental
    Equivalent Debt (as defined below) pursuant to a separate facility.



 






    	Annex B – Term Sheet	3	 



     


    

 


	 	 	

The proceeds of any Incremental
        Term Loans and Revolving Facility Increases will be as agreed between the Borrower and the lenders providing such Incremental Facility
        and may be used for general corporate purposes of the Borrower and its subsidiaries (including permitted acquisitions and any other
        purpose not prohibited by the Financing Documentation).

         

        In addition, the Borrower may,
        in lieu of adding Incremental Facilities, utilize any part of the Available Incremental Amount at any time by issuing or incurring
        Incremental Equivalent Debt. “Incremental Equivalent Debt” means indebtedness in an amount not to exceed the
        then Available Incremental Amount incurred by the Borrower or any Guarantor consisting of the issuance or incurrence of senior
        secured first lien or junior lien loans or notes, subordinated loans or notes or senior unsecured loans or notes, in each case
        in respect of the issuance of notes issued in a public offering, Rule 144A or other private placement or bridge financing in lieu
        of the foregoing, or secured or unsecured “mezzanine” debt in each case, to the extent secured, subject to customary
        intercreditor terms to be consistent with the Documentation Principles and to be set forth in the Financing Documentation; provided
        that (a) such Incremental Equivalent Debt shall not be subject to the requirements set forth in clauses (iv) (other than Incremental
        Equivalent Debt consisting of term loans secured on a pari passu lien basis with the initial Term Loan B Facility), (v) (other
        than the absence of an event of default), (vi) and (vii) and (b) clause (iii) shall not apply to any Incremental Equivalent Debt
        consisting of a customary bridge facility so long as the long-term debt into which any such customary bridge facility is to be
        converted satisfies such clause.

         

        In the case of the incurrence
        of any indebtedness or liens or the making of any investments, restricted payments or fundamental changes or the designation
        of any restricted subsidiaries or unrestricted subsidiaries in connection with a permitted acquisition (a “Limited
        Condition Acquisition”), at the Borrower’s option, the relevant ratios and baskets shall be determined
        as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and calculated
        as if the Limited Condition Acquisition and other pro forma events in connection therewith were consummated on such date;
        provided that if the Borrower has made such an election, in connection with determining whether the calculation
        of any ratio or basket with respect to the incurrence of any debt or liens, or the making of any investments, restricted
        payments, prepayments of subordinated debt, asset sales, fundamental changes or the designation of a restricted subsidiary
        or unrestricted subsidiary in connection with such Limited Condition Acquisition is permitted on or following such date
        and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement
        for such acquisition is terminated, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited
        Condition Acquisition and other pro forma events in connection therewith (including any incurrence of indebtedness) have
        been consummated as if they occurred at the beginning of the applicable test period; provided further that,
        notwithstanding the foregoing, any calculation of a ratio or basket not in connection with such Limited Condition Acquisition
        that is made prior to the earlier of the date on which such Limited Condition Acquisition is consummated and the date
        the definitive agreement for such acquisition is terminated in connection with (x) determining whether or not the Borrower
        is in compliance with the financial covenants shall be calculated assuming such Limited Condition Transaction and other
        transactions in connection therewith (including the incurrence or assumption of indebtedness) have not been consummated,
        (y) determining whether the Borrower or its restricted subsidiaries may make a restricted payment shall be calculated
        (and required to comply with each of the following) (1) on a pro forma basis assuming such Limited Condition Transaction
        and other transactions in connection therewith (including the incurrence or assumption of indebtedness and the use of
        proceeds thereof) have been consummated and (2) assuming such Limited Condition Transaction and other transactions in
        connection therewith (including the incurrence or assumption of indebtedness and the use of proceeds thereof) have not
        been consummated and (z) calculating restricted payments, the Consolidated Net Income and Consolidated EBITDA (or similar
        metric) of the target of any such acquisition shall not be included. For the avoidance of doubt, if any of such ratios
        are exceeded as a result of fluctuations in such ratio including due to fluctuations in Consolidated EBITDA of the Borrower
        or the person subject to such acquisition or investment, at or prior to the consummation of the relevant transaction or
        action, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining
        whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios
        improve as a result of such fluctuations, such improved ratios may be utilized.






 






    	Annex B – Term Sheet	4	 



     


    

 


	 	 	In connection with any action
        being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision which
        requires that no default, event of default or specified event of default, as applicable, has occurred, is continuing or would result
        from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no default,
        event of default or specified event of default, as applicable, exists on the date the definitive agreements for such Limited Condition
        Acquisition are entered into.

         

        “First Lien Net Leverage
        Ratio” shall mean the ratio of (i) consolidated indebtedness for borrowed money, capitalized lease obligations and purchase
        money debt as reflected on the balance sheet of the Borrower and its restricted subsidiaries, in each case solely to the extent
        secured, in whole or in part, by first priority liens pari passu with the initial Term Loan B Facility on the Collateral, minus
        unrestricted cash and cash equivalents, to (ii) LTM Consolidated EBITDA.

         

        “Secured Net Leverage
        Ratio” shall mean the ratio of (i) consolidated indebtedness for borrowed money, capitalized lease obligations and purchase
        money debt as reflected on the balance sheet of the Borrower and its restricted subsidiaries, in each case solely to the extent
        secured, in whole or in part, by liens on the Collateral, minus unrestricted cash and cash equivalents, to (ii) LTM Consolidated
        EBITDA.

         

        “Total Net Leverage
        Ratio” shall mean the ratio of (i) consolidated indebtedness for borrowed money, capitalized lease obligations and purchase
        money debt as reflected on the balance sheet of the Borrower and its restricted subsidiaries, minus unrestricted cash and cash
        equivalents, to (ii) LTM Consolidated EBITDA.

         

        “Interest Coverage
        Ratio” shall mean ratio of (i) LTM Consolidated EBITDA to (ii) (A) consolidated interest expense (excluding (1) amortization
        of deferred financing fees, (2) expenses arising from financing fees, (3) expenses arising from the discounting of indebtedness
        in connection with the application of recapitalization and/or acquisition accounting, (4) penalties and interest relating to taxes
        and (5) non-cash interest expense attributable to movements in the mark-to-market valuation of hedging or other derivative obligations
        and/or any payment obligation arising under any hedge agreement or other derivative instrument (other than interest rate hedge
        agreements or other derivative instruments)) minus (B) interest income.

	 	 	 
	Documentation:	 	
        The documentation for the Senior
        Credit Facilities will include, among other items, a credit agreement, guarantees and appropriate pledge, security and other collateral
        documents (collectively, the “Financing Documentation”), and shall:

         

        (a) be negotiated in good faith
        to finalize the Financing Documentation, giving effect to the Limited Conditionality Provision and be based on the form of the
        Existing Credit Agreement; provided that (i) except as may be set forth herein and as adjusted for customary term loan B
        transactions, the financial and accounting definitions, the basket sizes, the materiality thresholds and qualifiers in the Financing
        Documentation shall be no worse, taken as a whole, than the corresponding provisions in the Existing Credit Agreement and the other
        provisions shall give due regard to the Existing Credit Agreement and (ii) such Financing Documentation shall contain the terms
        and conditions set forth in this Term Sheet and, to the extent any terms are not set forth in this Term Sheet, shall otherwise
        contain such other terms as are usual and customary for credit facilities for comparably rated companies in a similar industry,
        consistent with the operational requirements of the Borrower and its subsidiaries in light of their size, cash flow, industry business,
        business practices, capital structure and shall contain such modifications as the Borrower and the Lead Arranger shall mutually
        agree;

        



 






    	Annex B – Term Sheet	5	 



     


    

 


	 	 	(b) contain only those payments,
        conditions to borrowing, mandatory prepayments, representations, warranties, covenants and events of default and other terms and
        conditions expressly set forth in this Term Sheet (subject only to the exercise of any “market flex” expressly provided
        for in the Fee Letter), in each case, applicable to the Borrower and its restricted subsidiaries, with standards, qualifications,
        thresholds, exceptions, “baskets” and grace and cure periods consistent with the Documentation Principles;

         

        (c) with respect to certain
        exceptions and thresholds to be agreed that are subject to a monetary cap and certain “baskets” to be agreed that specify
        a dollar-denominated amount, include a “grower” component (a “Grower Component”) (regardless of
        whether any such exceptions, thresholds or “baskets” specified in this Term Sheet refer to Grower Components) based
        on, at the election of the Borrower prior to the launch of general retail syndication, a percentage of consolidated total assets
        or a percentage of LTM Consolidated EBITDA, in each case, that is substantially equivalent to the initial monetary cap;

         

        (d) in the event that any action
        or transaction meets the criteria of one or more than one of the categories of exceptions, thresholds or baskets pursuant to any
        applicable negative covenants (to the extent relating to indebtedness, liens and investments) or the Incremental Facilities provisions,
        permit such action or transaction (or portion thereof) to be divided and classified under one or more of such exceptions, thresholds
        or baskets as the Borrower may elect, including classifying any utilization of fixed (subject to Grower Components) exceptions,
        thresholds or baskets (“fixed baskets”) as incurred under any available incurrence-based exception, threshold
        or basket (“incurrence-based baskets”) (including reclassifying amounts under the Free and Clear Incremental
        Amount to the Incurrence-Based Incremental Amount); and

         

        (e) in the event any fixed baskets
        are intended to be utilized together with any incurrence-based baskets in a single transaction or series of related transactions
        (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), provide that (i)
        compliance with or satisfaction of any applicable financial ratios or tests for the portion of such indebtedness or other applicable
        transaction or action to be incurred under any incurrence-based baskets shall first be calculated without giving effect to amounts
        being utilized pursuant to any fixed baskets, but giving full pro forma effect to all applicable and related transactions (including,
        subject to the foregoing with respect to fixed baskets, any incurrence and repayments of indebtedness) and all other permitted
        pro forma adjustments, and (ii) thereafter, incurrence of the portion of such indebtedness or other applicable transaction or action
        to be incurred under any fixed baskets shall be calculated.

         

        The foregoing provisions are collectively referred
        to as the “Documentation Principles.”




 






    	Annex B – Term Sheet	6	 



     


    

 


	Guarantors:	 	The obligations of (a) the Borrower under the Senior Credit Facilities and (b) any Credit Party (as defined below) under any hedging agreements and under any treasury management arrangements entered into between such Credit Party and any counterparty that is the Lead Arranger, the Administrative Agent or a Lender (or any affiliate thereof) at the time such hedging agreement or treasury management arrangement is executed (collectively, the “Secured Obligations”) will be unconditionally guaranteed, on a joint and several basis, by the Borrower (other than with respect to its direct Secured Obligations as a primary obligor (as opposed to a guarantor) under the Financing Documents) and, except to the extent and for so long as prohibited or restricted by applicable law whether on the Closing Date or thereafter, or would require or be subject to any governmental authority or regulatory third party consent or approval, or would be prohibited or restricted by contract permitted by the Financing Documents existing on the Closing Date or, with respect to subsidiaries acquired after the Closing Date, by contract permitted by the Financing Documents existing when such subsidiary was acquired and not in contemplation of such acquisition, in each case, so long as the prohibition has been identified to the Administrative Agent in writing, prior to the Closing Date (or, with respect to subsidiaries acquired after the Closing Date, promptly following the acquisition thereof), each existing and subsequently acquired or formed direct and indirect domestic restricted subsidiary of the Borrower, including Carrols Restaurant Group, Inc. and the Acquired Company (each a “Guarantor”; such guarantee being referred to as a “Guarantee”); provided that Guarantees will not be required by (i) any domestic subsidiary of a foreign subsidiary of the Borrower that is a “controlled foreign corporation” for U.S. federal income tax purposes (a “CFC”), (ii) any subsidiary that owns no material assets other than equity interests of foreign subsidiaries that are CFCs (a “FSHCO”), (iii) any unrestricted subsidiaries, (iv) captive insurance companies, (v) not-for-profit subsidiaries, (vi) certain special purpose entities to be agreed by the Borrower and the Administrative Agent, (vii) immaterial subsidiaries (to be defined in a manner to be agreed), (viii) any subsidiary where the Administrative Agent and the Borrower agree the cost of obtaining a guarantee by such subsidiary would be excessive in light of the practical benefit to the Lenders afforded thereby and (ix) any other subsidiary mutually agreed by the Borrower and the Administrative Agent). The Borrower and the Guarantors are herein referred to as the “Credit Parties”.



 






    	Annex B – Term Sheet	7	 



     


    

 


	Security:	 	
        The Secured Obligations will
        be secured by valid and perfected first priority (subject to certain customary exceptions satisfactory to the Administrative Agent
        and set forth in the Financing Documentation) security interests in and liens on all of the following (collectively, the “Collateral”):

         

        (a)      100% of the equity interests of all present and future subsidiaries of any Credit Party; provided that the equity interests of
        any subsidiary that is a CFC or a FSHCO will be limited to 65% of the voting equity interests and 100% of any non-voting equity
        interests of any such subsidiary that is a first-tier subsidiary of any Credit Party;

         

        (b)      All of the tangible and intangible personal property and assets of the Credit Parties (including, without limitation, all equipment,
        inventory and other goods, accounts, licenses, contracts, intercompany loans, intellectual property and other general intangibles,
        deposit accounts, securities accounts and other investment property and cash);

         

        (c)      If the aggregate fair market value of all fee-owned real property (not including properties that are excluded in the Existing Credit
        Agreement (the “Excluded Properties”)) consisting of restaurants in operation for at least 12 months (the “Development
        Period”) exceeds $5.0 million (the “Subject Properties”), then mortgages and related deliverables
        will be provided on terms to be agreed; it being understood that, in the event such threshold is exceeded, the Borrower may choose
        which Subject Properties shall become subject to such mortgages and related deliverables, upon reasonable approval by the Administrative
        Agent, so long as, after giving effect thereto, the aggregate fair market value of all Subject Properties shall be less than or
        equal to $5.0 million; and

         

        (d)      All products, profits and proceeds of the foregoing.






 






    	Annex B – Term Sheet	8	 



     


    

 


	 	 	Notwithstanding the foregoing,
        (a) the Collateral shall not include: (i) any leasehold interest in real property (it being understood there shall be no requirement
        to obtain any landlord waivers, estoppels or collateral access letters), (ii) any motor vehicles and other assets subject to certificates
        of title, except to the extent perfected by filing of a Uniform Commercial Code financing statement (iii) all commercial tort claims
        below a threshold to be agreed, (iv) any governmental licenses or state or local franchises, charters and authorizations, to the
        extent a security interest in any such license, franchise, charter or authorization is prohibited or restricted thereby after giving
        effect to the applicable anti-assignment provisions of the Uniform Commercial Code and other applicable law, other than proceeds
        and receivables thereof, (v) pledges and security interests prohibited or restricted by applicable law (including any requirement
        to obtain the consent of any governmental authority), after giving effect to the applicable anti-assignment provisions of the Uniform
        Commercial Code and other applicable law, other than proceeds and receivables thereof, (vi) margin stock, (vii) any lease, license
        or agreement (including any Franchise Agreement (to be defined in the Financing Documentation in a manner consistent with the Documentation
        Principles) or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of
        a security interest therein would violate or invalidate such lease, license or agreement (including any Franchise Agreement) or
        purchase money arrangement or create a right of termination in favor of any other party thereto (other than a Credit Party or subsidiary
        thereof) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, other than proceeds and
        receivables thereof, (viii) letter of credit rights, except to the extent constituting a supporting obligation for other Collateral
        (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the
        filing of a Uniform Commercial Code financing statement), (ix) any intent-to-use application trademark application prior to the
        filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any,
        that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability
        of such intent-to-use trademark application under applicable federal law and (x) assets where the Administrative Agent and the
        Borrower agree the cost of obtaining a security interest in such assets are excessive in relation to the value afforded thereby.
        Further, no actions in any non-U.S. jurisdiction shall be required in order to create or perfect any security interests in any
        assets located or titled outside of the U.S. (it being understood that there shall be no security agreements or pledge agreements
        governed under the laws of any non-U.S. jurisdiction).

         

        Notwithstanding the foregoing,
        (a) no control agreements or other control arrangements shall be required with respect to cash, deposit accounts or securities
        accounts, (b) immaterial notes and other evidence of immaterial indebtedness shall not be required to be delivered, (c) the requirements
        of the preceding two paragraphs as of the Closing Date shall be subject to the Limited Conditionality Provision, and (d) the exercise
        of certain rights and remedies in respect of the security interests in the Collateral shall be subject to the Burger King Rights
        (as defined in the Existing Credit Agreement or any security agreement executed in connection therewith) and the Popeye’s
        Rights (to be defined in a similar manner consistent with the Documentation Principles) similar to the manner set forth in the
        security agreement executed in connection with the Existing Credit Agreement.




 






    	Annex B – Term Sheet	9	 



     


    

 


	Final Maturity:	 	
        The final maturity of the Revolving
        Credit Facility will occur on the fifth anniversary of the Closing Date (the “Revolving Credit Maturity Date”)
        and the commitments with respect to the Revolving Credit Facility will automatically terminate on such date.

         

        The final maturity of the Term
        Loan B Facility will occur on the seventh anniversary of the Closing Date (the “Term Loan B Maturity Date”).

	 	 	 
	Amortization:	 	
        Revolving Credit Facility:
        None.

         

        Term Loan B Facility:
        The Term Loan B Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the original
        principal amount of the Term Loan B Facility with the remainder due on the Term Loan B Maturity Date.

	 	 	 
	Interest Rates and Fees:	 	Interest rates and fees in connection with the Senior Credit Facilities will be as specified in the Fee Letter and on Schedule I attached hereto.
	 	 	 
	Mandatory Prepayments:	 	
        Revolving Credit Facility:
        None, subject to customary prepayment requirements if borrowings under the Revolving Credit Facility exceed the commitments thereunder.

         

        Term Loan B Facility:
        Subject to the next paragraph, the Term Loan B Facility will be required to be prepaid with:

         

        (a)   100% of the net cash proceeds of the issuance or incurrence of debt (other than any debt permitted to be issued or incurred pursuant
        to the terms of the Financing Documentation by the Borrower or any of its restricted subsidiaries);

         

        (b)   100% of the net cash proceeds of all asset sales, insurance and condemnation recoveries and other asset dispositions by the Borrower
        or any of its restricted subsidiaries (including the issuance by any such restricted subsidiary of any of its equity interests)
        in excess of an amount to be agreed, with step-downs to 50% if the First Lien Net Leverage Ratio is equal to or less than 2.75
        to 1.00 and 25% if the First Lien Net Leverage Ratio is equal to or less than 2.50 to 1.00, subject to the right of the Borrower
        to reinvest if such proceeds are reinvested (or committed to be reinvested) within 15 months and, if so committed to reinvestment,
        reinvested no later than six months after the end of such 15-month period, and other exceptions to be agreed upon; provided
        that no event of default has occurred and is continuing; and



	 	 	 
	 	 	(a)   50% of Excess Cash Flow (to be defined in the Financing Documentation consistent with the Documentation Principles), for each fiscal
        year of the Borrower (commencing with the fiscal year ending on or about December 31, 2020) (subject to dollar-for-dollar credit
        (not to exceed the amount of cash actually spent) for any voluntary prepayments, repurchases or redemptions of the loans under
        the Term Loan B Facility, the Revolving Credit Facility, any Incremental Facilities, any Incremental Equivalent Debt, and any Refinancing
        Facilities and any Additional First Lien Debt (accompanied by a corresponding permanent reduction in the aggregate commitment in
        the case of voluntary prepayments of loans under the Revolving Credit Facility, any revolving Refinancing Facility or any revolving
        Additional First Lien Debt), in each case, secured on a pari passu basis with the Term Loan B Facility and repurchased or redeemed
        on a pro rata basis or less than pro rata basis with the Term Loan B Facility (but, in each case, excluding prepayments, repurchases
        or redemptions to the extent funded with the proceeds of long-term funded indebtedness (other than revolving loans)), will reduce
        the amount of Excess Cash Flow prepayments required for such fiscal year on a dollar-for-dollar basis; with step-downs to 25% if
        the First Lien Net Leverage Ratio is equal to or less than 2.75 to 1.00 and 0% if the First Lien Net Leverage Ratio is equal to
        or less than 2.50 to 1.00.

         

        All such mandatory prepayments
        will be applied as between and within series, classes or tranches of outstanding loans under the Term Loan B Facility and any Incremental
        Term Loans that are secured on a pari passu basis on a pro rata basis, except that as set forth under “Incremental
        Term Loans/Revolving Facility Increases,” the lenders under any Incremental Term Loan may elect, as of the time of incurrence
        thereof, to receive less than their pro rata share thereof. Mandatory prepayments of the term loans shall be applied to scheduled
        installments thereof in direct order of maturity (without premium or penalty), unless otherwise directed by the Borrower; provided
        that the Financing Documentation shall provide that in the case of mandatory prepayments pursuant to clauses (a) or (b) above,
        a ratable portion of such mandatory prepayment may be applied to redeem, prepay or offer to purchase any permitted first lien indebtedness
        secured on a pari passu lien basis with the Term Loan B Facility (collectively, “Additional First Lien Debt”),
        in each case if required under the terms of the applicable documents governing such Additional First Lien Debt.






 






    	Annex B – Term Sheet	10	 



     


    

 


	 	 	Mandatory prepayments in clauses (a) and (b) above shall be subject to limitations to the extent required to be made from cash at non-U.S. restricted subsidiaries, the repatriation of which after use of commercially reasonable efforts would result in material adverse tax consequences to the Borrower, or any of its direct or indirect subsidiaries (as reasonably determined by the Borrower in good faith) or would be prohibited or restricted by applicable law (including repatriation of any cash).

                                     

                                    The Financing Documentation
        will provide customary provisions pursuant to which any Lender may elect not to accept any mandatory prepayment described in clauses
        (b) and (c) above, with such amount to be retained by the Borrower and such amount may be applied to increase the cumulative “builder”
        or “growth” basket component of the Available Amount (as defined below).

	 	 	 
	Optional Prepayments and Commitment Reductions:	 	Loans under the Senior Credit Facilities may be prepaid and unused commitments under the Revolving Credit Facility may be reduced at any time, in whole or in part, at the option of the Borrower, upon notice and in minimum principal amounts and in multiples to be agreed upon, without premium or penalty (except LIBOR breakage costs and any premium described under the “Call Premium” section below).  Any optional prepayment of the Term Loan Facility or any Incremental Term Loan Facility will be applied as directed by the Borrower.
	 	 	 
	
        Call Premium:


	 	
        If, on or prior to the date
        that is six months after the Closing Date, a Repricing Transaction (as defined below) occurs, the Borrower will pay a premium (the
        “Call Premium”) in an amount equal to 1.0% of the principal amount of loans under the Term Loan B Facility subject
        to such Repricing Transaction.

         

        As used herein, the term
        “Repricing Transaction” shall mean (a) any prepayment or repayment of loans under the Term Loan B Facility with
        the proceeds of, or any conversion of loans under the Term Loan B Facility into, any new or replacement bank indebtedness bearing
        interest with an “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest
        rate benchmark floors and OID) less than the “effective yield” applicable to the loans under the Term Loan B Facility
        subject to such event (as such comparative yields are determined by the Administrative Agent) and (b) any repricing of the loans
        under the Term Loan B Facility (whether pursuant to an amendment, amendment and restatement, mandatory assignment or otherwise)
        which reduces the “effective yield” applicable to all or a portion of the loans under the Term Loan B Facility (as
        determined by the Administrative Agent) (it being understood that any prepayment premium with respect to a Repricing Transaction
        shall apply to any required assignment by a non-consenting Lender in connection with any such amendment pursuant to so-called yank-a-bank
        provisions), in each case, other than in connection with the consummation of an acquisition not permitted under the Financing Documentation,
        an initial public offering or the occurrence of a change in control (so long as the primary purpose of the prepayment or repayment
        of, or amendment to the loans under the Term Loan B Facility in connection therewith is not to reduce the “effective yield”
        applicable to the loans under the Term Loan B Facility as certified by a financial officer of the Borrower in a certificate to
        the Administrative Agent (on which the Administrative Agent is expressly permitted to rely)).




 






    	Annex B – Term Sheet	11	 



     


    

 


	Conditions to All Other Extensions of Credit:	 	Each extension of credit under the Senior Credit Facilities after the Closing Date, except to the extent otherwise permitted or provided in the “Incremental Term Loans/ Revolving Facility Increases” section above and subject to the provisions in respect of Limited Condition Acquisitions, will be subject to satisfaction of the following conditions precedent:  (a) all of the representations and warranties in the Financing Documentation shall be true and correct in all material respects (or if qualified by materiality or material adverse effect, in all respects) as of the date of such extension of credit, or if such representation speaks as of an earlier date, as of such earlier date, and (b) after the initial funding on the Closing Date, no default or event of default under the Senior Credit Facilities shall have occurred and be continuing or would result from such extension of credit.
	 	 	 
	Representations and Warranties:	 	
        Limited to the following representations
        and warranties (which will be applicable to the Borrower and its restricted subsidiaries and be subject to materiality thresholds
        and exceptions consistent with the Documentation Principles): financial statements; absence of any Material Adverse Effect (as
        defined below); organizational and legal status; capital structure as of the Closing Date; compliance with all applicable laws
        and regulations; the PATRIOT Act; organizational power and authority; enforceability; no conflict with laws or organizational documents;
        no default; absence of material litigation; the Investment Company Act; Regulations T, U and X; ERISA; environmental regulations
        and liabilities; environmental laws; use of proceeds; subsidiaries, joint ventures, partnerships; ownership; necessary consents
        and approvals; taxes; intellectual property; ownership of properties; solvency of the Borrower and its subsidiaries, taken as a
        whole, on the Closing Date; FCPA; brokers’ fees; labor matters; accuracy of disclosure; material contracts; insurance; creation,
        validity, perfection and priority of liens; classification of senior indebtedness; anti-terrorism laws; OFAC; payment of obligations;
        franchise agreements; flood hazard determinations and flood hazard insurance; and accuracy of the Beneficial Ownership Certificate
        (as defined below).

         

        The representations and warranties
        shall be subject to materiality and Material Adverse Effect qualifiers consistent with Documentation Principles.






 






    	Annex B – Term Sheet	12	 



     


    

 


	 	 	“Material Adverse Effect”
        means (a) with respect to the Acquired Company and its subsidiaries on the Closing Date, a Material Adverse Effect (as defined
        in the Acquisition Agreement), (b) with respect to Carrols and its subsidiaries on the Closing Date and the Borrower and its subsidiaries
        after the Closing Date, a material adverse effect on (i) the business, assets, financial condition or results of operations, in
        each case, of the Borrower and its Restricted Subsidiaries, taken as a whole, (ii) the rights and remedies (taken as a whole) of
        the Senior Agent under the Financing Documentation, (iii) the ability of the Loan Parties (taken as a whole) to perform their payment
        obligations under the Financing Documentation or (iv) the validity or enforceability of the Financing Documentation.
	 	 	 
	Affirmative Covenants:	 	
        Limited to the following affirmative
        covenants (which will be applicable to the Borrower and its restricted subsidiaries and be subject to materiality thresholds and
        exceptions to be mutually agreed and consistent with the Documentation Principles): financial reporting (including annual audited
        and quarterly (for the first three fiscal quarters of each fiscal year) unaudited financial statements (in each case, accompanied
        by customary compliance certificates and management discussion and analysis) and annual updated budgets); updated schedules and
        other information; use of proceeds; payment of taxes and other obligations; continuation of business and maintenance of existence
        and rights and privileges; maintenance of all material contracts; maintenance of property and insurance (including hazard and business
        interruption insurance); maintenance of books and records; notices of defaults, litigation and other material events; necessary
        consents, approvals, licenses and permits; compliance with laws and regulations (including environmental laws, ERISA and the PATRIOT
        Act); a customary certificate in connection with the Beneficial Ownership Regulation (“Beneficial Ownership Certificate”);
        management letters; use of commercially reasonable efforts to maintain a public corporate credit rating from S&P and a public
        corporate family rating from Moody’s, in each case with respect to the Borrower, and a public rating of the Senior Credit
        Facilities by each of S&P and Moody’s (but, in each case, not to maintain a specific rating); additional Guarantors and
        Collateral; other collateral matters; further assurances (including, without limitation, with respect to security interests in
        after-acquired property); right of the Lenders to inspect property and books and records; designation of unrestricted subsidiaries;
        and new restaurants and franchise agreements.

         

        The affirmative covenants shall
        be subject to materiality and Material Adverse Effect qualifiers consistent with Documentation Principles.




 






    	Annex B – Term Sheet	13	 



     


    

 


	Negative Covenants:	 	
        Limited to the following negative
        covenants (which will be applicable to the Borrower and its subsidiaries and be subject to materiality thresholds and exceptions
        to be mutually agreed and consistent with the Documentation Principles): limitation on debt (including disqualified equity interests);
        limitation on liens; limitation on altering nature of business; limitation on fundamental changes and asset sales and other dispositions;
        limitation on loans, advances, acquisitions and other investments; limitation on transactions with affiliates; limitation on ownership
        of subsidiaries; limitation on changes in line of business, fiscal year and accounting practices; limitation on amendment of organizational
        documents and material contracts; sale-leaseback transactions; limitation on dividends, distributions, redemptions and repurchases
        of equity interests; limitation on prepayments, redemptions and purchases of debt that is expressly subordinated, junior lien and
        unsecured debt (collectively, “Junior Debt”); limitation on dividend and other payment restrictions affecting
        subsidiaries; no further negative pledges; notwithstanding any other exceptions to the lien covenant, no consensual liens on any
        fee-owned real property during the Development Period; and compliance with OFAC rules and regulations. Baskets and exceptions to
        the foregoing covenants will include (but not be limited to) the following:

         

        (a)(i) indebtedness not to exceed the greater
        of (x) $20.0 million and (y) 15% of LTM Consolidated EBITDA; (ii) secured indebtedness subject to (x) in the case of any first
        lien indebtedness secured by the Collateral incurred on a pari passu basis with the Senior Credit Facilities, pro forma
        compliance with a First Lien Net Leverage Ratio of not greater than 3.00 to 1.00 (such indebtedness, “First Lien Ratio
        Debt”) and (y) in the case of indebtedness secured by the Collateral incurred on a junior lien basis to the Term Facility,
        pro forma compliance with a Secured Net Leverage Ratio of not greater than the 4.25 to 1.00 (such indebtedness, “Junior
        Secured Ratio Debt”; together with the First Lien Ratio Debt, the “Secured Ratio Debt”), subject in
        the case of each of clauses (x) and (y) to (A) no event of default having occurred or continuing after giving effect to such incurrence
        and the application of proceeds thereof (subject to the provisions in respect of Limited Condition Acquisitions) (B) customary
        maturity and weighted average life limitations consistent with such restrictions on the Incremental Facilities, (C) such indebtedness
        shall not be guaranteed by any guarantors that do not guarantee the Senior Credit Facilities and, in the case of secured indebtedness,
        shall not be secured by any collateral not securing the Senior Credit Facilities, (D) in the case of term loans secured on a pari
        passu basis with the Term Loan B Facility, subject to the “MFN” provisions applicable to Incremental Facilities and
        (E) subject to an acceptable intercreditor agreement to be set forth in the Financing Documentation; (iii) unsecured, senior subordinated
        or subordinated indebtedness, or other indebtedness not secured by all or any portion of the Collateral (such indebtedness, “Unsecured
        Ratio Debt”; together with the Secured Ratio Debt, “Ratio Debt”), subject to (w) pro forma compliance
        with a Total Net Leverage Ratio of not greater than 4.75 to 1.00, (x) no event of default having occurred or continuing after giving
        effect to such incurrence and the application of proceeds thereof (subject to the provisions in respect of Limited Condition Acquisitions),
        (y) customary maturity and weighted average life limitations and (z) a sublimit to be agreed for non-Guarantor subsidiaries; (iv)
        purchase money indebtedness and capital leases in an aggregate outstanding principal amount not to exceed the greater of (x) $27.0
        million and (y) 20.0% of LTM Consolidated EBITDA; and (v) indebtedness in an amount not greater than the Free and Clear Incremental
        Amount not used, in each case subject to similar limitations as set forth in clause (a)(i) above;






 






    	Annex B – Term Sheet	14	 



     


    

 


	 	 	(b)(i) liens not to exceed the greater
        of (x) $20.0 million and (y) 15% of LTM Consolidated EBITDA; (ii) liens securing (x) indebtedness permitted pursuant to clause
        (a)(i)(x) above, including, pro forma compliance with a First Lien Net Leverage Ratio of 3.00 to 1.00 or (y) indebtedness permitted
        pursuant to clause (a)(i)(y) above, including pro forma compliance with a Secured Net Leverage Ratio of not greater than 4.25 to
        1.00, in each case subject to the limitations applicable to clause (a)(ii) above;

         

        (c)(i) restricted
        payments not to exceed the greater of (x) $27.0 million and (y) 20% of LTM Consolidated EBITDA (shared with permitted investments
        and prepayments of Junior Debt under clause (d)(i) and (e)(i), respectively); (ii) unlimited restricted payments (A) subject to
        pro forma compliance with a Total Net Leverage Ratio of not greater than 2.50 to 1.00 and (B) so long as no event of default
        has occurred and is continuing (or would result therefrom); (iii) restricted payments consisting
        of regular quarterly dividends in amount to be agreed; and (iv) restricted payments from a cumulative “builder” or
        “growth” basket (the “Available Amount”) (shared with permitted investments and prepayments of Junior
        Debt pursuant to clause (d)(iv) and (e)(iii), respectively, below) of (x) $27.0 million plus (y) retained Excess Cash Flow (to
        the extent greater than zero) (this clause (y), the “Growth Amount”) plus (z) certain other usual and customary
        items as set forth in the Financing Documentation; provided that (A) no default or event of default has occurred and is
        continuing (or would result therefrom) and (B) in the case of the Growth Amount, pro forma compliance with a Total Net Leverage
        Ratio of not greater than 3.00 to 1.00; 

         

        (d)(i) permitted investments not to exceed
        the greater of (x) $27.0 million and (y) 20% of LTM Consolidated EBITDA (shared with restricted payments and prepayments of Junior
        Debt under clause (c)(i) and (e)(i), respectively); (ii) permitted investments constituting Permitted Acquisitions (to be defined
        in the Financing Documentation); (iii) unlimited permitted investments (A) subject to pro forma compliance with a Total Net Leverage
        Ratio of not greater than 3.00 to 1.00 and (B) so long as no event of default has occurred and is continuing (or would result therefrom),
        subject to the provisions in respect of Limited Condition Acquisitions; and (iv) permitted investments using the Available Amount
        (shared with the amounts utilized under the Available Amount under for restricted payments and prepayments of Junior Debt under
        clauses (c)(iv) and (e)(iii), respectively; provided that no default or event of default has occurred and is continuing
        (or would result therefrom), subject to the provisions in respect of Limited Condition Acquisitions;






 






    	Annex B – Term Sheet	15	 



     


    

 


	 	 	(e)(i) subject to compliance with the mandatory
        prepayment requirements with the proceeds thereof, asset sales and other dispositions of property (subject to customary exceptions,
        thresholds and reinvestment rights) on an unlimited basis for fair market value as long as at least 75% of the consideration in
        excess of an amount to be determined consists of cash or cash equivalents (subject to customary exceptions to the cash consideration
        requirement, including a basket for non-cash consideration that may be designated as cash consideration), and (ii) dispositions
        of non-core after-acquired assets, in each case under this clause (e), so long as no event of default has occurred and is continuing
        (or would result therefrom); and

         

        (f)(i) prepayments of Junior Debt not to
        exceed the greater of (x) $27.0 million and (y) 20% of LTM Consolidated EBITDA (shared with restricted payments and permitted investments
        under clause (c)(i) and (d)(i), respectively); (ii) unlimited prepayments of Junior Debt (A) subject to pro forma compliance with
        a Total Net Leverage Ratio of not greater than 2.50 to 1.00 and (B) so long as no event of default has occurred and is continuing
        (or would result therefrom); and (iii) prepayments of Junior Debt from the Available Amount (shared with the amounts utilized under
        the Available Amount under for restricted payments and permitted investments under clauses (c)(iv) and (d)(iv), respectively; provided
        that (A) no default or event of default has occurred and is continuing (or would result therefrom) and (B) in the case of the Growth
        Amount, pro forma compliance with a Total Net Leverage Ratio of not greater than 3.00 to 1.00.



	 	 	 
	Financial Covenants:	 	
        Term Loan B Facility:
        None

         

        Revolving Credit Facility:
        Maximum Total Net Leverage not to exceed 4.75 to 1.00.

         

        The financial covenant will
        be tested quarterly and apply to the Borrower and its subsidiaries on a consolidated basis, with definitions to be mutually agreed
        upon.






 






    	Annex B – Term Sheet	16	 



     


    

 


	 	 	The definition of Consolidated EBITDA shall
        be defined in a manner consistent with the Documentation Principles and, in any event, shall include, without limitation, (a) usual
        and customary add-backs with respect to restaurant openings; (b) cost savings, operating expense reductions and synergies related
        to the Transactions and to mergers and other business combinations, acquisitions, investments, dispositions, divestitures, restructurings,
        operating improvements, cost savings initiatives and other similar initiatives (including newly completed modifications and renegotiation
        of contracts and other arrangements) and other “specified transactions” that are reasonably identifiable and factually
        supportable and projected by the Borrower in good faith to result from actions that have been either taken or initiated or are
        expected to be taken (in the good faith determination of the Borrower) within 18 months after such transaction, in each case, (i)
        calculated on a “run rate” basis such that the full recurring benefit associated therewith is taken into account without
        double counting the amount of actual benefits realized in connection therewith and (ii) subject to an aggregate cap for this clause
        (b) of 25% of LTM Consolidated EBITDA; (c) restructuring and related charges; (d) costs and expenses incurred in connection with
        the Transactions, permitted acquisitions and other transactions permitted by the Financing Documentation (whether or not consummated);
        (e) adjustments, exclusions and add-backs in the Existing Credit Agreement; and (f) such other adjustments, exclusions and add-backs
        consistent with the Documentation Principles.
	 	 	 
	Unrestricted Subsidiaries	 	The Financing Documentation will contain provisions pursuant to which, subject to customary limitations on investments, loans, advances to, and other investments in, unrestricted subsidiaries, the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and subsequently redesignate any such unrestricted subsidiary as a restricted subsidiary; provided that, after giving effect to such designation, no event of default has occurred and is continuing. Unrestricted subsidiaries will not be subject to the representations and warranties, affirmative or negative covenants or event of default provisions of the Financing Documentation and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of determining any financial ratio or covenant contained in the Financing Documentation.



 






    	Annex B – Term Sheet	17	 



     


    

 


	Events of Default:	 	Limited to the following events of default (with materiality thresholds, exceptions and cure periods to be mutually agreed consistent with the Documentation Principles): non-payment of obligations; inaccuracy of representation or warranty; non-performance of covenants and obligations; default on other material debt (including hedging agreements); bankruptcy or insolvency; material judgments; impairment of security; ERISA; change of control; actual or asserted invalidity or unenforceability of any Financing Documentation or liens securing obligations under the Financing Documentation; subordinated debt; uninsured loss; and material default under Franchising Agreements; provided that, notwithstanding anything to the contrary in the Financing Documentation, a breach of the Financial Covenant or any financial covenant under any revolving Refinancing Facility will not constitute an Event of Default for purposes of the Term Loan B Facility or any Incremental Term Loan (or any other facility, other than the Revolving Credit Facility or revolving Refinancing Facility, as applicable), and the Lenders under the Term Loan B Facility, any Incremental Term Loan or any other facility (other than the Revolving Credit Facility or revolving Refinancing Facility, as applicable) will not be permitted to exercise any remedies with respect to an uncured breach of the Financial Covenant until the date, if any, on which the commitments under the Revolving Credit Facility or revolving Refinancing Facility, as applicable, have been terminated or the loans thereunder have been accelerated as a result of such breach.
	 	 	 
	Defaulting Lender Provisions, Yield Protection and Increased Costs:	 	Customary for facilities of this type, including, without limitation, in respect of breakage or redeployment costs incurred in connection with prepayments, cash collateralization for Letters of Credit in the event any lender under the Revolving Credit Facility becomes a Defaulting Lender (as such term shall be defined in the Financing Documentation), changes in capital adequacy and capital requirements or their interpretation (provided that (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all request, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented), illegality, unavailability, reserves without proration or offset and payments free and clear of withholding or other taxes.
	 	 	 
	Assignments and Participations:	 	
        (a)   Revolving
        Credit Facility: Subject to the consents described below (which consents will not be unreasonably withheld or delayed), each
        Lender will be permitted to make assignments to Eligible Assignees (to be defined in the Financing Documentation) in respect of
        the Revolving Credit Facility in a minimum amount equal to $5 million.

         

        (b)   Term
        Loan B Facility: Subject to the consents described below (which consents will not be unreasonably withheld or delayed), each
        Lender will be permitted to make assignments to Eligible Assignees in respect of the Term Loan Facility and any Incremental Term
        Loan in a minimum amount equal to $1 million.






 






    	Annex B – Term Sheet	18	 



     


    

 


	 	 	(c)   Consents:
        The consent of the Borrower will be required for any assignment unless (i) a payment or bankruptcy event of default has occurred
        and is continuing or (ii) the assignment is to a Lender, an affiliate of a Lender or an Approved Fund (as such term shall be defined
        in the Financing Documentation in a manner consistent with the Documentation Principles); provided that the Borrower shall
        be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent
        within 10 business days after having received notice thereof. The consent of the Administrative Agent will be required for any
        assignment (i) in respect of the Revolving Credit Facility or an unfunded commitment under the Term Loan Facility, to an entity
        that is not a Lender with a commitment in respect of the applicable Facility, an affiliate of such Lender or an Approved Fund and
        (ii) in respect of the Term Loan Facility or any Incremental Term Loan Facility, to an entity that is not a Lender, an affiliate
        of a Lender or an Approved Fund. The consent of the Issuing Bank will be required for any assignment under the Revolving Credit
        Facility. Participations will be permitted without the consent of the Borrower or the Administrative Agent.

         

        (d)   No
        Assignment or Participation to Certain Persons. No assignment or participation may be made to natural persons, the Borrower
        or any of its affiliates or subsidiaries. No assignments may be made to any Defaulting Lender.

         

        (e)   The
        Senior Credit Facilities will include customary Lender ERISA representations.

         

        In addition, the Financing Documentation
        shall provide that so long as no default or event of default is continuing, loans under the Term Loan B Facility or any Incremental
        Term Loans may be purchased by and assigned to the Borrower or any of its subsidiaries on a non-pro rata basis through Dutch auctions
        open to all Lenders on a pro rata basis in accordance with customary procedures to be agreed and/or open-market purchases; provided
        that any such loans shall be automatically and permanently cancelled immediately upon acquisition thereof by the Borrower or any
        of its subsidiaries and the Borrower may not use proceeds of the Revolving Credit Facility to purchase loans to the extent such
        loans are purchased at a discount.




 






    	Annex B – Term Sheet	19	 



     


    

 


	Required Lenders:	 	On any date of determination, those Lenders who collectively hold more than 50% of the outstanding loans and unfunded commitments under the Senior Credit Facilities, or if the Senior Credit Facilities have been terminated, those Lenders who collectively hold more than 50% of the aggregate outstandings under the Senior Credit Facilities (the “Required Lenders”); provided that if any Lender shall be a Defaulting Lender (to be defined in the Financing Documentation) at such time, then the outstanding loans and unfunded commitments under the Senior Credit Facilities of such Defaulting Lender shall be excluded from the determination of Required Lenders.
	 	 	 
	Amendments and Waivers:	 	
        Amendments and waivers of the provisions
        of the Financing Documentation will require the approval of the Required Lenders, except that (a) the consent of all Lenders directly
        adversely affected thereby will be required with respect to (i) increases in the commitment of such Lenders, (ii) reductions of
        principal, interest, fees or other amounts, (iii) extensions of scheduled maturities or times for payment, (iv) reductions in the
        voting percentages and (v) except with respect to an extension made pursuant to the following paragraph, any pro rata sharing provisions,
        (b) the consent of all Lenders will be required with respect to releases of all or substantially all of the value of the Collateral
        or Guarantees and (c) the consent of the Lenders holding more than 50% of the outstanding loans and unfunded commitments under
        the Revolving Credit Facility shall be required to approve any amendment, waiver or consent for the purpose of satisfying a condition
        precedent to borrowing under the Revolving Credit Facility that would not be satisfied but for such amendment, waiver or consent.
        Notwithstanding the foregoing, (i) amendments and waivers of the Financial Covenant (or any of financial definitions included in
        (and for purposes of) the Financial Covenant) will require only the consent of Lenders holding more than 50% of the aggregate commitments
        and loans under the Revolving Facility and no other consents or approvals shall be required and (ii) amendments and waivers of
        the Financing Documentation that affect solely the Lenders under the Revolving Credit Facility or any Incremental Term Loan (including
        waiver or modification of conditions to extensions of credit under the Revolving Credit Facility, the availability and conditions
        to funding of any Incremental Term Loan (but not the conditions for implementing any Incremental Term Loan as noted above), pricing
        and other modifications), will require only the consent of Lenders holding more than 50% of the aggregate commitments or loans,
        as applicable, under the Revolving Credit Facility or such Incremental Term Loan, as applicable (or if applicable each affected
        Lender under the applicable Revolving Credit Facility or Incremental Term Loan) and no other consents or approvals shall be required.






 






    	Annex B – Term Sheet	20	 



     


    

 


	 	 	On or before the final maturity date of each of the Senior Credit Facilities, the Borrower shall have the right to extend the maturity date of all or a portion of the Senior Credit Facilities with only the consent of the Lenders whose loans or commitments are being extended, and otherwise on terms and conditions to be mutually agreed by the Administrative Agent and the Borrower (which may include an increase in the interest rate and/or fees for Lenders providing the extension); it being understood that each Lender under the tranche the maturity date of which is being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender under such tranche; provided that such extensions shall not subject to any “default stoppers”, financial tests, “most favored nation” pricing or, unless requested by the Borrower, minimum extension condition provisions

                                                       

                                                      The Financing Documentation will contain
        “yank-a-bank” provisions as are usual and customary for financings of this kind.

	 	 	 
	Refinancing Facilities:	 	The Financing Documentation will permit the Borrower to refinance loans under the Term Loan Facility, Revolving Credit Facility or any Incremental Term Loan, from time to time, in whole or part, with one or more new term loan facilities, new revolving credit facilities or one or more series of senior unsecured notes or loans or senior secured notes or loans (collectively, “Refinancing Facilities”) that may be secured by the Collateral on a pari passu basis with the Senior Credit Facilities, in each case on customary terms and conditions.
	 	 	 
	Indemnification:	 	The Credit Parties will indemnify the Lead Arranger, the Administrative Agent, each of the Lenders and their respective affiliates, partners, directors, officers, agents and advisors (each, an “indemnified person”) and hold them harmless from and against all liabilities, damages, claims, costs and expenses (including reasonable fees, disbursements, settlement costs and other charges of counsel (limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the indemnified persons taken as a whole and, if reasonably necessary, one local counsel in any relevant material jurisdiction, and, solely in the case of an actual conflict of interest, one additional counsel to the affected indemnified persons similarly situated taken as a whole in each relevant material jurisdiction)) relating to the Transactions or any transactions related thereto and the Borrower’s use of the loan proceeds or the commitments; provided that no indemnified person will have any right to indemnification for any of the foregoing to the extent resulting from (a) such indemnified person’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment, (b) a claim brought by the Borrower against an indemnified person for material breach in bad faith of the funding obligations of such indemnified person under the Commitment Letter or the Financing Documentation as determined by a court of competent jurisdiction in a final non-appealable judgment, or (c) any dispute solely among indemnified persons, other than any claims against any indemnified person in its respective capacity or in fulfilling its role as an administrative agent or arranger or any similar role hereunder or under the Senior Credit Facilities, and other than any claims arising out of any act or omission on the part of you or your subsidiaries or affiliates.



 






    	Annex B – Term Sheet	21	 



     


    

 


	Expenses:	 	The Borrower shall pay (a) all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel (limited to the reasonable and documented fees and expenses of one counsel to the Administrative Agent and Lead Arranger taken as a whole and, if necessary, of one local counsel in any relevant material jurisdiction)) of the Administrative Agent and the Lead Arranger (promptly following written demand therefor) associated with the syndication of the Senior Credit Facilities and the preparation, negotiation, execution, delivery and administration of the Financing Documentation and any amendment or waiver with respect thereto, subject to the provisions of the Fee Letter and (b) all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel (limited to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders taken as a whole, and, if necessary, of one local counsel in any relevant material jurisdiction and, solely in a conflict of interest, one additional counsel in each relevant material jurisdiction)) of the Administrative Agent and each of the Lenders promptly following written demand therefor in connection with the enforcement of the Financing Documentation or protection of rights thereunder.
	 	 	 
	Governing Law; Exclusive Jurisdiction and Forum:	 	The Financing Documentation will provide that each party thereto will submit to the exclusive jurisdiction and venue of the federal and state courts of the State of New York (except to the extent the Administrative Agent or any Lender requires submission to any other jurisdiction in connection with the exercise of any rights under any security document or the enforcement of any judgment).  New York law will govern the Financing Documentation, except with respect to certain security documents where applicable local law is necessary for enforceability or perfection.
	 	 	 
	Waiver of Jury Trial and Punitive and Consequential Damages:	 	All parties to the Financing Documentation shall waive the right to trial by jury and the right to claim punitive or consequential damages.
	 	 	 
	Counsel for the Lead Arranger and the Administrative Agent:	 	Cahill Gordon & Reindel LLP
	 	 	 
	Other:	 	The Financing Documentation shall contain customary EU “bail-in” provisions.



 



    	Annex B – Term Sheet	22	 



     


    

 


SCHEDULE I


 


INTEREST AND FEES


 


	Interest:	 	
        At the Borrower’s option,
        loans will bear interest based on the Base Rate or LIBOR, as described below:

         

        A. Base Rate Option

         

        Interest will be at the Base
        Rate plus the applicable Interest Margin (as defined below). The “Base Rate” is defined as the highest
        of (a) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1%, (b) the prime commercial
        lending rate of the Administrative Agent, as established from time to time at its principal U.S. office (which such rate is an
        index or base rate and will not necessarily be its lowest or best rate charged to its customers or other banks) and (c) the
        daily LIBOR (as defined below) for a one month Interest Period (as defined below) plus 1%. Interest shall be payable quarterly
        in arrears on the last day of each calendar quarter and (i) with respect to Base Rate Loans based on the Federal Funds Rate and
        LIBOR, shall be calculated on the basis of the actual number of days elapsed in a year of 360 days and (ii) with respect to Base
        Rate Loans based on the prime commercial lending rate of the Administrative Agent, shall be calculated on the basis of the actual
        number of days elapsed in a year of 365/366 days. Any loan bearing interest at the Base Rate is referred to herein as a “Base
        Rate Loan”.

         

        Base Rate Loans will be made
        on same business day’s notice and will be in minimum amounts to be agreed upon.

         

        B. LIBOR Option

         

        Interest will be determined
        for periods (“Interest Periods”) of one, two, three or six months (or twelve months if available and agreed
        to by all relevant Lenders) as selected by the Borrower and will be at an annual rate for Eurocurrency deposits for the corresponding
        deposits of U.S. dollars administered by ICE Benchmark Administration Limited (or any applicable successor quoting service) (“LIBOR”)
        plus the applicable Interest Margin (as described below). LIBOR will be determined by the Administrative Agent at the start
        of each Interest Period and, other than in the case of LIBOR used in determining the Base Rate, will be fixed through such period.
        Interest will be paid on the last day of each Interest Period or, in the case of Interest Periods longer than three months, every
        three months, and will be calculated on the basis of the actual number of days elapsed in a year of 360 days. LIBOR will be adjusted
        for maximum statutory reserve requirements (if any), and in no event shall be less than 0%. Any loan bearing interest at LIBOR
        (other than a Base Rate Loan for which interest is determined by reference to LIBOR) is referred to herein as a “LIBOR
        Rate Loan”.






 






    	Schedule I to Annex B – Interest and Fees	1	 



     


    

 


	 	 	LIBOR Rate Loans will be made on three business days’ prior notice and, in each case, will be in minimum amounts to be agreed upon.

                                                       

                                                      The Financing Documentation
        will include customary successor LIBOR provisions.

	 	 	 
	Default Interest:	 	2.00% on overdue amounts.
	 	 	 
	Interest Margins:	 	
        The applicable interest margins
        (the “Interest Margins”) will be:

         

        (a)      in the case of the Revolving Credit Facility, initially, 3.75% for LIBOR Rate Loans and 2.75% for Base Rate Loans;

         

        (b)      in the case of the Term Loan B Facility, 3.75% for LIBOR Rate Loans and 2.75% for Base Rate Loans.

	 	 	 
	Commitment Fee:	 	A commitment fee (the “Commitment Fee”) will accrue on the unused amounts of the commitments under the Revolving Credit Facility, with exclusions for Defaulting Lenders.  Such Commitment Fee will be 0.50% per annum. All accrued Commitment Fees will be fully earned and due and payable quarterly in arrears (calculated on a 360-day basis) for the account of the Lenders under the Revolving Credit Facility and will accrue from the Closing Date.
	 	 	 
	Letter of Credit Fees:	 	The Borrower will pay to the Administrative
    Agent, for the account of the Lenders under the Revolving Credit Facility, letter of credit participation fees equal to the
    Interest Margin for LIBOR Rate Loans under the Revolving Credit Facility, in each case, on the undrawn amount of all outstanding
    Letters of Credit.
	 	 	 
	Other Fees:	 	The Lead Arranger and the Administrative Agent
    will receive such other fees as will have been agreed in a fee letter among them and the Borrower.



 



    	Schedule I to Annex B – Interest and Fees	2	 



     


    

 


ANNEX C


 


$500 MILLION SENIOR SECURED
CREDIT FACILITIES


CONDITIONS ANNEX


 


Capitalized terms used
but not defined in this Annex C shall have the meanings set forth in the commitment letter to which this Annex C
is attached or in Annex A or B thereto, as applicable. In the case of any such capitalized term that is subject to
multiple and differing definitions, the appropriate meaning thereof shall be determined by reference to the context in which it
is used. Subject, in each case, to the Limited Conditionality Provision, the availability and initial funding under the Senior
Credit Facilities will be subject to solely the satisfaction (or waiver) of only the following conditions precedent:


 


1. (a) The Financing
Documentation, which shall be consistent, in each case, with the Commitment Documents will have been executed and delivered to
the Lead Arranger; provided that the terms of such Financing Documentation shall be prepared in accordance with the Documentation
Principles and in a form such that they do not impair the availability of the Senior Credit Facilities on the Closing Date if the
Exclusive Funding Conditions are satisfied, and (b) the Administrative Agent shall have received customary legal opinions, which
shall expressly permit reliance by the successors and permitted assigns of each of the Administrative Agent and the Lenders, customary
secretary’s certificates which include evidence of authorization, organizational documents and good standing certificates
(with respect to the applicable jurisdiction of incorporation or organization of each Credit Party) and a customary borrowing notice.


 


2. To the extent required
by the Financing Documentation, all documents and instruments required to create and perfect the Administrative Agent’s security
interests in the Collateral shall have been executed and delivered and, if applicable, be in proper form for filing.


 


3. Since the date of
the Acquisition Agreement (as defined below) there shall not have been any event, change, effect or development that, individually
or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Acquisition Agreement).


 


4. The Lead Arranger
shall be reasonably satisfied with the documentation for the Acquisition and other aspects of the Transactions, including the purchase
agreement executed in connection the Acquisition (the “Acquisition Agreement”) and all exhibits and schedules
thereto. The Acquisition shall be consummated substantially concurrently with the initial funding of the Senior Credit Facilities
in accordance with applicable law and the Acquisition Agreement without giving effect to any waiver, modification or consent thereunder
that is materially adverse to the interests of the Lead Arranger or the Lenders (unless approved by the Lead Arranger (such consent
not to be unreasonably withheld or delayed)), it being understood that, without limitation, any increase in the purchase price
shall not be materially adverse to the Lead Arranger or the Lenders if funded solely by the issuance of the Borrower’s common
equity and any decrease in the purchase price of 10% or less shall not be materially adverse to the Lead Arranger or the Lenders.


 


5. The Refinancing shall
have been consummated prior to, or shall be consummated substantially simultaneously with the initial borrowing under the Senior
Credit Facilities.


 






    	Annex C – Conditions Annex	1	 



     


    

 


6. The Lead Arranger
shall have received:


 


(a) with respect
to Carrols and its subsidiaries, (i) audited consolidated balance sheets and related consolidated statements of income, shareholder’s
equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date, (ii) unaudited
consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter (other
than the fourth fiscal quarter of Carrols’ fiscal year) ended since the last audited financial statements and at least 45
days prior to the Closing Date and (iii) internal consolidated balance sheets and related consolidated statements of income and
cash flows for each interim fiscal month ended since the last quarterly financial statements and at least 30 days prior to
the Closing Date; provided that the Commitment Parties acknowledge that they have received the financial statements required
by clause (i) above (other than, for the avoidance of doubt, the financial statements as of and for fiscal year ended December
31, 2018), the unaudited consolidated balance sheets and unaudited consolidated statements of operations in respect of clause (ii)
as of and for the fiscal quarters ended March 31, 2018, June 30, 2018, and September 30, 2018, and the internal consolidated balance
sheets and related consolidated statements of income and cash flows in respect of clause (iii) as of and for each fiscal month
ending on or prior to January 31, 2019;


 


(b) with respect
to the Acquired Company and its subsidiaries, (i) audited carve-out combined balance sheet of the CFP Business (as defined in the
Acquisition Agreement) as of (x) December 31, 2017 and (y) to the extent ended at least 90 days prior to the Closing Date, December
31, 2018 and the related audited carve-out combined statements of income, member’s equity and cash flows of the CFP Business
for the fiscal year ended (x) December 31, 2017 and (y) to the extent ended at least 90 days prior to the Closing Date, December
31, 2018, and (ii) unaudited carve-out combined balance sheet of the CFP Business and the related audited carve-out combined statements
of income, member’s equity and cash flows of the CFP Business for each interim fiscal quarter (other than the fourth fiscal
quarter of the Acquired Company’s fiscal year) ended since the last audited financial statements and at least 45 days prior
to the Closing Date; provided that the Commitment Parties acknowledge that they have received the financial statements required
by clause (i) above with respect to the fiscal year ended December 31, 2017 and the unaudited consolidated balance sheets and unaudited
consolidated statements of operations in respect of clause (ii) as of March 31, 2018, June 30, 2018, and September 30, 2018;


 


(c) a pro forma
consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Borrower as of and for
the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days
(or 90 days in case such four-fiscal quarter period is the end of the Company’s fiscal year) prior to the Closing Date, prepared
in good faith after giving pro forma effect to each element of the Transactions, prepared as if the Transactions had occurred on
the last day of such four quarter period (in the case of such balance sheet) or at the beginning of such period (in the case of
such other financial statements); and


 


(d) a certificate
(substantially in the form set forth in Annex I attached to this Annex C) from the chief financial officer of the Borrower certifying
that after giving pro forma effect to each element of the Transactions the Borrower and its subsidiaries (on a consolidated basis)
are solvent.


 


7. The Lead Arranger
shall have received, at least 5 business days prior to the Closing Date, all documentation and other information required by regulatory
authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without
limitation, the PATRIOT Act, that has been requested at least 10 business days prior to the Closing Date, and a Beneficial
Ownership Certification.


 






    	Annex C – Conditions Annex	2	 



     


    

 


8. The Lead Arranger
shall have been afforded a period (such period, the “Marketing Period”) in which to syndicate the Senior Credit
Facilities of at least 15 consecutive business days after the receipt of all of the necessary information and certifications in
order to complete, and a customary authorization letter with respect to, the final confidential information memorandum or memoranda
to be used in connection with the syndication of the Senior Credit Facilities (such information, certifications and authorization
letter, collectively, the “CIM Information”). If the Borrower in good faith reasonably believes that it has
delivered the CIM Information, it may deliver to the Lead Arranger written notice to that effect (stating when it believes it completed
any such delivery), in which case the receipt of the CIM Information shall be deemed to have occurred and the 15 consecutive business
day period described above shall be deemed to have commenced on the second business day following the date of receipt of such notice,
unless the Lead Arranger in good faith reasonably believes that the Borrower has not completed delivery of the CIM Information
and, within two business days after its receipt of such notice from the Borrower, the Lead Arranger delivers a written notice to
the Borrower to that effect (stating with specificity which information is required to complete the delivery of the CIM Information).


 


9. All fees and expenses
due to the Lead Arranger, the Administrative Agent and the Lenders required to be paid on the Closing Date and invoiced at least
3 business days before the Closing Date (including the fees and expenses of counsel for the Lead Arranger and the Administrative
Agent) will have been paid (which fees and expenses may be funded from the proceeds of the initial fundings under the Senior Credit
Facilities).


 


10. All of the representations
and warranties in the Financing Documentation shall be true and correct in all material respects (or if qualified by materiality
or material adverse effect, in all respects) on the Closing Date, subject to the Limited Conditionality Provision. The Specified
Acquisition Agreement Representations will be true and correct to the extent required by the Limited Conditionality Provision and
the Specified Representations will be true and correct in all material respects (or if qualified by materiality or material adverse
effect, in all respects).


 




    	Annex C – Conditions Annex	3	 



     


    

 


Annex I to


Annex C


 


Form of Solvency Certificate


 


[●][●], 2019


 


This Solvency Certificate
is being executed and delivered pursuant to Section [●] of that certain [●] (the “Credit Agreement”;
the terms defined therein being used herein as therein defined).


 


I, [●],
the [Chief Financial Officer/equivalent officer] of Borrower, in such capacity and not in an individual capacity, hereby
certify as follows:


 


		1.	I am familiar with the finances, businesses, properties
and assets of the Borrower and its subsidiaries, taken as a whole, and am duly authorized to execute this Solvency Certificate
on behalf of the Borrower pursuant to the Credit Agreement. I have reviewed the Credit Documents and such other documentation
and information and have made such investigation and inquiries as I have deemed necessary and prudent therefor;



 


		2.	As of the date hereof and immediately after giving effect
to the Transactions and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement
and the Transactions, that, (i) the sum of the debt (including contingent, subordinated and other liabilities) of the Borrower
and its subsidiaries, taken as a whole, does not exceed the fair value of the properties of the Borrower and its subsidiaries,
taken as a whole; (ii) the capital of the Borrower and its subsidiaries, taken as a whole, is not unreasonably small in relation
to the business of the Borrower and its subsidiaries, taken as a whole, engaged in or contemplated as of the date hereof; (iii)
the present fair saleable value of the assets of the Borrower and its subsidiaries, on a consolidated basis, is greater than the
total amount that will be required to pay the probable liabilities (including contingent, subordinated and other liabilities)
of the Borrower and its subsidiaries as they become absolute and matured, (iv) the Borrower and its subsidiaries, taken as a whole,
do not intend to incur, or believe that they will incur, debts (including current obligations and contingent, subordinated and
other liabilities) beyond their ability to pay such debts as they mature in the ordinary course of business and (v) the Borrower
and its subsidiaries, taken as a whole, are able to pay their debts and liabilities and identified contingent obligations as they
mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be
computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that
can reasonably be expected to become an actual or matured liability; and



 


		3.	I acknowledge that the Administrative Agent and the Lenders
are relying on the truth and accuracy of this Solvency Certificate in connection with the making of Loans and the issuance of
Letters of Credit under the Credit Agreement.



 


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    	Annex C – Conditions Annex	1	 



     


    

 


IN WITNESS WHEREOF, I have executed this
Solvency Certificate on the date first written above.


 


	 	 
	 	[SIGNATURE BLOCK]


 








    	Annex C – Conditions Annex	2