Form of Certificate of Designation


 Exhibit 4.1 
 CARROLS RESTAURANT GROUP, INC. 
 FORM OF CERTIFICATE OF DESIGNATION

 OF 
 SERIES A CONVERTIBLE PREFERRED STOCK 
 Pursuant to Section 151 of
the 
 General Corporation Law of the State of Delaware 

Carrols Restaurant Group, Inc., a Delaware corporation (the “Company”), hereby certifies that: 

A. The Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) fixes the total number
of shares of capital stock that the Company shall have the authority to issue at 100,000,000 shares of common stock, par value $0.01 per share, and 20,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred
Stock”). 
 B. The Certificate of Incorporation expressly vests the Board of Directors of the Company with authority
from time to time to provide for the issuance of shares of one or more series of the undesignated Preferred Stock and in connection therewith to fix by resolution or resolutions providing for the issue of any such series, the number of shares to be
included therein, the voting powers thereof, and such of the designations, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictions of each such series, including, without limitation,
dividend rights, voting rights, rights of redemption, conversion rights, and liquidation preferences. 
 C. Pursuant to the
authority vested in the Board of Directors by the Certificate of Incorporation, the Board of Directors, by action duly taken on [—], 2012, adopted resolutions establishing a series of Preferred Stock
and fixing the designation, powers, preferences and rights of the shares of this series of Preferred Stock and the qualifications, limitations or restrictions thereof as follows: 

Section 1. Designation; Number of Shares; Restrictions. 

(a) Designation; Number of Shares. The designation of the series of Preferred Stock shall be “Series A Convertible Preferred
Stock” (the “Series A Convertible Preferred Stock”). The number of authorized shares of Series A Convertible Preferred Stock shall be 100. 
 (b) Legend. During the Holding Period, each certificate representing Series A Convertible Preferred Stock and Conversion Shares shall include the following legend: 

“THE DIRECT OR INDIRECT SALE, ASSIGNMENT, TRANSFER, PLEDGE, OFFER, EXCHANGE, DISPOSITION, ENCUMBRANCE, ALIENATION OR OTHER
DISPOSITION (“TRANSFER”), WHETHER BY OPERATION OF LAW 






 
OR OTHERWISE, OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE ENTERING INTO OF ANY CONTRACT, OPTION OR OTHER AGREEMENT WITH RESPECT TO, OR THE CONSENT TO, A TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE OR THE HOLDER’S VOTING OR ECONOMIC INTEREST THEREIN, BY THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS STRICTLY PROHIBITED IN ACCORDANCE WITH THE CERTIFICATE OF DESIGNATION OF THE SERIES A
CONVERTIBLE PREFERRED STOCK OF THE ISSUER, AND ANY TRANSFER MADE, OR CONTRACT, OPTION OR OTHER AGREEMENT ENTERED INTO, IN VIOLATION OF THIS PROHIBITION WILL NOT BE BINDING UPON OR RECOGNIZED BY THE ISSUER.” 

(c) Transfer Restriction. Investor shall not engage in a Prohibited Transfer during the Holding Period. In the event of a
Prohibited Transfer during the Holding Period by the Investor and in addition to any other remedies as may be available at law, in equity or under this Certificate of Designation, the Company shall not be required (i) to transfer on its books
any Series A Convertible Preferred Stock or any Conversion Shares which shall have been transferred in violation of any of the provisions set forth in this Certificate of Designation; or (ii) to treat as owner of such Series A Convertible
Preferred Stock or Conversion Shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom of any Series A Convertible Preferred Stock or any Conversion Shares shall have been transferred in violation of any of
the provisions set forth in this Certificate of Designation. 
 Section 2. Definitions. 

Unless the context otherwise requires, each of the terms defined in this Section 2 shall have, for all purposes of this Certificate
of Designation, the meaning herein specified (with terms defined in the singular having comparable meanings when used in the plural): 
 “Affiliate” as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes
of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and, in addition to the foregoing, a Person shall be deemed to
control another Person if the controlling Person owns 20% or more of any class of voting securities (or other ownership interest) of the controlled Person. 
 “Board of Directors” means the Board of Directors of the Company. 

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York
are authorized or required by law to close. 
 “By-Laws” means the Company’s Amended and Restated By-Laws,
as amended, as in effect on the date of this Certificate of Designation. 

  
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 “Capital Stock” means any and all shares, interests, participations or
other equivalents in the equity interest (however designated) in the Company. 
 “Certificate of Incorporation”
means the Company’s Restated Certificate of Incorporation, as in effect on the date of this Certificate of Designation. 

“Class A Director” means each individual elected by the Investor to serve as a member of the Board of Directors pursuant
to the terms and subject to the conditions of Section 8 hereof. 
 “Common Share Equivalents” means
securities, options, warrants, derivatives, debt instruments or other rights convertible into, or exercisable or exchangeable for, or entitling the holder thereof to receive directly or indirectly, Common Stock. 

“Common Stock” means the common stock, $0.01 par value per share, of the Company or any other Capital Stock into which
such shares of common stock shall be reclassified or changed. 
 “Common Stock Transfer Agent” has the meaning
set forth in Section 6(c) hereof. 
 “Company” means Carrols Restaurant Group, Inc., a Delaware
corporation, and its successors and assigns. 
 “Company’s Organizational Documents” means the Certificate
of Incorporation, this Certificate of Designations, any other certificate of designations issued pursuant to the Certificate of Incorporation, and the By-Laws. 
 “Conversion Number” has the meaning set forth in Section 6(a) hereof. 
 “Conversion Shares” has the meaning set forth in Section 6(b) hereof. 
 “Converted Shares” has the meaning set forth in Section 6(c). 
 “Converting Shares” has the meaning set forth in Section 6(c). 
 “DGCL” means the General Corporation Law of the State of Delaware. 
 “Director Cessation Date” means the earlier of the (a) first date following the Issue Date on which the number of shares of Common Stock into which the outstanding shares of Series A
Convertible Preferred Stock held by the Investor are then convertible constitute less than 10% of the total number of outstanding shares of Common Stock or (b) date on which there is any Prohibited Transfer or attempted Prohibited Transfer
during the Holding Period of any Series A Convertible Preferred Stock or any Conversion Shares. 
 “Director Step-Down
Date” means the first date following the Issue Date on which the number of shares of Common Stock into which the outstanding shares of Series A Convertible Preferred Stock held by the Investor are then convertible constitute less than 14.5%
of the total number of outstanding shares of Common Stock. 

  
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 “Holders” means the record holders of the shares of Series A Convertible
Preferred Stock, as shown on the books and records of the Company. 
 “Holding Period” means a three
(3) year period commencing on the Issue Date and ending on the third anniversary of the Issue Date. 

“Investor” means Burger King Corporation, a Florida corporation. 

“Issue Date” means [—], 2012. 

“Junior Stock” has the meaning set forth in Section 3 hereof. 

“Liquidation Event” means (i) any voluntary or involuntary liquidation, dissolution or winding-up of the Company,
(ii) the consummation of a merger or consolidation in which the stockholders of the Company prior to such transaction own less than a majority of the voting securities of the entity surviving such transaction, or (iii) the sale,
distribution or other disposition of all or substantially all of the Company’s assets. 
 “Liquidation
Preference” has the meaning set forth in Section 5(a) hereof. 
 “Market Price” means the last
reported sale price of the Common Stock on the primary U.S. national securities exchange, automated quotation system or inter-dealer quotation system upon which the Common Stock is then traded or quoted. 

“Maximum Number” means [—]1 (subject to appropriate adjustment in the event of any stock
dividend, stock split, combination or other similar recapitalizations affecting the Common Stock). 
 “Operating
Agreement” means the Operating Agreement, dated as of             , 2012, among Investor and Carrols LLC. 
 “Parity Stock” has the meaning set forth in Section 3 hereof. 
 “Person” includes all natural persons, corporations, business trusts, limited liability companies, associations, companies, partnerships, joint ventures and other entities, as well as
governments and their respective agencies and political subdivisions. 
 “Prohibited Transfer” means
(a) any Transfer, whether by operation of law or otherwise, of any Series A Convertible Preferred Stock or any Conversion Shares; and (b) the entering into of any contract, option or other agreement with respect to, or consent to, a
Transfer of the Series A Convertible Preferred Stock or any Conversion Shares or Investor’s voting or economic interest therein. 
 “Remodel Plan” has the meaning set forth in the Operating Agreement. 
 “SEC” means the United States Securities and Exchange Commission. 

 

	1 	19.9% of the outstanding shares of Common Stock as of the Issue Date. 


  
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 “Senior Stock” has the meaning set forth in Section 3 hereof.

 “Series A Convertible Preferred Stock” has the meaning set forth in Section 1 hereof. 

“Stated Value” means $0.01 per share of Series A Convertible Preferred Stock, as may be adjusted for any stock split,
dividend or similar event relating to the Series A Convertible Preferred Stock. 
 “Stockholder Approval” has
the meaning set forth in Section 6(b) hereof. 
 “Transfer” means the direct or indirect sale, assignment,
transfer, pledge, offer, exchange, disposition, encumbrance, alienation or other disposition. 
 “Transfer
Agent” means the entity designated from time to time by the Company to act as the registrar and transfer agent for the Series A Convertible Preferred Stock or, if no entity has been so designated to act in such capacity, the Company.

 Section 3. Ranking. 
 The Series A Convertible Preferred Stock shall, with respect to rights on the liquidation, winding-up and dissolution of the Company (as provided in Section 5 below), rank (a) senior to all
classes of Common Stock and to each other class of Capital Stock or series of Preferred Stock established hereafter by the Board of Directors the terms of which expressly provide that such class ranks junior to the Series A Convertible Preferred
Stock as to rights on the liquidation, winding-up and dissolution of the Company (collectively referred to as the “Junior Stock”), (b) on a parity with each other class of Capital Stock or series of Preferred Stock established
hereafter by the Board of Directors with the written consent of the Holders of at least a majority of the outstanding shares of Series A Convertible Preferred Stock, the terms of which expressly provide that such class or series ranks on a parity
with the Series A Convertible Preferred Stock as to rights on the liquidation, winding-up and dissolution of the Company (collectively referred to as the “Parity Stock”) and (c) junior to any future class of Preferred Stock
established hereafter by the Board of Directors, the terms of which expressly provide that such class ranks senior to the Series A Convertible Preferred Stock as to rights on the liquidation, winding-up and dissolution of the Company (collectively
referred to as the “Senior Stock”). 
 The Series A Convertible Preferred Stock shall, with respect to rights
to dividends (as provided in Section 4 below), rank on a parity with each class of Common Stock. 
 Section 4.
Dividends. 
 The Company shall not declare, pay or set aside any dividends on shares of Common Stock (other than dividends
on shares of Common Stock payable solely in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Company’s Organizational Documents) the Holders simultaneously receive a dividend on each
outstanding share of Series A Convertible Preferred Stock in an amount equal to that dividend per share of Series A Convertible Preferred Stock as would equal the product of the dividend payable on each share of Common Stock and the number of shares
of Common Stock then issuable upon conversion of one share of Series A Convertible Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend and without regard to any limitation on
conversion set forth in Section 6(b) hereof. 

  
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 Section 5. Liquidation Preference. 

(a) Except as otherwise provided in Section 6(h), upon any Liquidation Event, each Holder shall be entitled to be paid out of the
assets of the Company available for distribution to its stockholders, on account of each share of Series A Convertible Preferred Stock held by such Holder, (i) prior to the holders of any class or series of Common Stock and Junior Stock,
(ii) pro rata with the holders of any Parity Stock and (iii) after the holders of any Senior Stock, an amount (such amount, the “Liquidation Preference”) equal to the Stated Value. 

(b) Except as otherwise provided in Section 6(h), upon any Liquidation Event, after the payment of the Liquidation Preference the
remaining assets of the Company available for distribution to its stockholders shall be distributed among the Holders and the holders of the shares of Capital Stock, pro rata, based on the number of shares held by each such holder, treating for this
purpose all such securities as if they had been converted to Common Stock pursuant to the terms of this Certificate of Designation (or any other applicable certificate of designation) immediately prior to such Liquidation Event without regard to any
limitation on conversion set forth in Section 6(b) hereof. 
 Section 6. Conversion. 

(a) Right to Convert. Subject to the provisions of Section 6(b) hereof, each Holder shall have the right, upon the delivery
of a written notice to the Company, to convert any share of Series A Convertible Preferred Stock held by it into that number of fully paid and nonassessable shares of Common Stock equal to the Conversion Number at the time in effect. Any Holder may
convert all or less than all of the shares of Series A Convertible Preferred Stock held by it at any time. Any Holder’s conversion of shares of Series A Preferred Stock under this Section 6(a) shall not be effective unless such Holder has
also complied with the provisions set forth in Section 6(c) hereof at the time of delivery of its aforesaid written notice to the Company. The initial “Conversion Number” per share of Series A Convertible Preferred Stock shall
be [—]2;
provided, however, that the Conversion Number in effect from time to time shall be subject to adjustment as provided hereinafter. 
 (b) Limitation on Conversion. Notwithstanding anything herein to the contrary, the Company shall not issue to any Holder, and the Holders shall not have the right to the issuance of any shares of
Common Stock issuable upon conversion of Series A Convertible Preferred Stock (“Conversion Shares”), to the extent that such shares, after giving effect to such issuance after conversion and when added to the number of shares of
Common Stock previously issued upon the conversion of any shares of Series A Convertible Preferred Stock, would exceed the Maximum Number, unless and until the Company obtains stockholder approval permitting such issuances in accordance with
applicable NASDAQ Stock Market Rules (“Stockholder Approval”). If on any attempted conversion of Series A Convertible Preferred Stock, the 

 

	2 	Amount equal to (i) the aggregate number of shares of common stock of the Company on a fully diluted basis outstanding immediately prior to the issuance of Series
A Preferred Stock (“Outstanding Shares”) divided by 71.1%, minus (ii) the Outstanding Shares, multiplied by (iii) .01. 


  
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issuance of Conversion Shares, together with all previously issued Conversion Shares, would exceed the Maximum Number, and the Company shall not have previously obtained Stockholder Approval at
the time of such conversion, then the Company shall issue to the Holder requesting conversion such number of Conversion Shares as may be issued so that all outstanding Conversion Shares do not exceed the Maximum Number, and the remainder of the
aggregate number of Conversion Shares underlying such Series A Convertible Preferred Stock shall not be issuable until and unless Stockholder Approval has been obtained and shall remain issued and outstanding. Notwithstanding anything herein to the
contrary, in no event shall the Company issue or the Holders have the right to the issuance of shares of Common Stock in the aggregate which exceeds the Maximum Number prior to the date and time on which Stockholder Approval has been obtained.

 (c) Conversion Procedures. Each conversion of shares of Series A Convertible Preferred Stock into shares of Common
Stock shall be effected by the surrender of the certificate(s) evidencing the shares of Series A Convertible Preferred Stock to be converted (the “Converting Shares”) at the principal office of the Company (or such other office or
agency of the Company as the Company may designate by notice in writing to the Holders of the Series A Convertible Preferred Stock) at any time during its usual business hours, together with written notice by the holder of such Converting Shares,
(i) stating that the Holder desires to convert the Converting Shares, or a specified number of such Converting Shares, evidenced by such certificate(s) into shares of Common Stock (the “Converted Shares”), and (ii) giving
the name(s) (with addresses) and denominations in which the Converted Shares should either be registered with the Company’s transfer agent and registrar for the Common Stock (the “Common Stock Transfer Agent”) on its records in
book-entry form under The Direct Registration System or certificated, and, in either case, instructions for the delivery of a statement evidencing book-entry ownership of the Converted Shares or the certificates evidencing the Converted Shares. Upon
receipt of the notice described in the first sentence of this Section 6(c), together with the certificate(s) evidencing the Converting Shares, the Company shall be obligated to, and shall, cause to be issued and delivered in accordance with
such instructions, as applicable, either (x) a statement from the Common Stock Transfer Agent evidencing ownership of the Converted Shares, registered in the name of the Holder or its designee on the Common Stock Transfer Agent’s records
in book-entry form under The Direct Registration System or (y) certificate(s) evidencing the Converted Shares and, if applicable, a certificate (which shall contain such applicable legends, if any, as were set forth on the surrendered
certificate(s)) representing any shares which were represented by the certificate(s) surrendered to the Company in connection with such conversion but which were not Converting Shares and, therefore, were not converted. All or some Converted Shares
so issued whether in book-entry form under the Direct Registration System or in certificated form may be subject to restrictions on transfer as required by applicable federal and state securities laws. Any such Converted Shares subject to
restrictions on transfer under applicable federal and state securities laws shall be encumbered by stop transfer orders and restrictive legends (or equivalent encumbrances). Such conversion, to the extent permitted by law, shall be deemed to have
been effected as of the close of business on the date on which such certificate(s) shall have been surrendered and such written notice shall have been received by the Company unless a later date has been specified by such Holder, and at such time
the rights of the Holder of such Converting Shares as such Holder shall cease, and the Person(s) in whose name or names the Converted Shares are to be issued either in book-entry form or certificated form, as applicable, upon such conversion shall
be deemed to have become the holder(s) of record of the Converted Shares. 

  
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 (d) Effect of Conversion. Upon the issuance of the Converted Shares in accordance
with Section 6, such shares shall be deemed to be duly authorized, validly issued, fully paid and non-assessable. 
 (e)
Adjustments for Common Stock Dividends and Distributions. If the Company at any time or from time to time makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution
payable in additional shares of Common Stock, in each such event the Conversion Number then in effect shall be increased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by
multiplying the Conversion Number then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such
record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution and (ii) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date. To the extent an adjustment is made in respect of the foregoing pursuant to Section 6(f) or the Holder actually receives the dividend to which any such adjustment relates, an
adjustment shall not be made pursuant to this Section 6(e). 
 (f) Conversion Number Adjustments for Subdivisions,
Combinations or Consolidations of Common Stock. 
 (i) In the event the Company should at any time or from time to time fix
a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of shares of Common Stock entitled to receive a dividend or other distribution payable in additional Common Share
Equivalents, without payment of any consideration by such holder for additional Common Share Equivalents (including the additional Common Stock issuable upon conversion, exchange or exercise thereof), then, as of such record date (or the date of
such dividend, distribution, split or subdivision if no record date is fixed), the Conversion Number then in effect shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each such share of such
Series A Convertible Preferred Stock shall be increased in proportion to such increase of outstanding shares of Common Stock and shares issuable with respect to Common Share Equivalents. 

(ii) If the number of shares of Common Stock outstanding at any time is decreased by a combination, consolidation, reclassification or
reverse stock split of the outstanding shares of Common Stock or other similar event, then, following the record date of such combination, the Conversion Number then in effect shall be appropriately decreased so that the number of shares of Common
Stock issuable on conversion of each such share of such Series A Convertible Preferred Stock shall be decreased in proportion to such decrease in outstanding shares of Common Stock. 

(g) Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a
subdivision, combination, merger or sale of 

  
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assets transaction provided for elsewhere in this Section 6), provision shall be made so that the Holders shall thereafter be entitled to receive upon conversion of the Series A Convertible
Preferred Stock the number of shares of Capital Stock or other securities or property of the Company to which a holder of Common Stock would have been entitled on recapitalization. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 6 with respect to the rights of the Holders after the recapitalization to the end that the provisions of this Section 6 (including adjustment of the Conversion Number then in effect and the
number of shares issuable upon conversion of the Series A Convertible Preferred Stock) shall be applicable after that event as nearly equivalent as may be practicable. 
 (h) Mergers and Other Reorganizations. If at any time or from time to time there shall be a reclassification of the Common Stock (other than a subdivision, combination, reclassification or exchange
of shares provided for elsewhere in this Section 6) or a merger or consolidation of the Company with or into another entity or the sale of all or substantially all of the Company’s properties and assets to any other Person, then, as a part
of and as a condition to the effectiveness of such reclassification, merger, consolidation or sale, lawful and adequate provision shall be made so that the Holders shall thereafter be entitled to receive upon conversion of the Series A Convertible
Preferred Stock the number of shares of Capital Stock or other securities or property, if any, of the Company or of the successor entity resulting from such reclassification, merger or consolidation or sale, to which a holder of Common Stock
deliverable upon conversion would have been entitled in connection with such reclassification, merger, consolidation or sale. In any such case, appropriate provision shall be made with respect to the rights of the Holders after the reclassification,
merger, consolidation or sale to the end that the provisions of this Section 6 (including, without limitation, provisions for adjustment of the Conversion Number and the number of shares purchasable upon conversion of the Series A Convertible
Preferred Stock) shall thereafter be applicable, as nearly as may be, with respect to any shares of Capital Stock, securities or property to be deliverable thereafter upon the conversion of the Series A Convertible Preferred Stock. 

Each Holder, upon the occurrence of a reclassification, merger or consolidation of the Company or the sale of all or substantially all
its assets and properties, as such events are more fully set forth in the first paragraph of this Section 6(h), shall have the option of electing treatment of its shares of Series A Convertible Preferred Stock under either this
Section 6(h) or Section 5 hereof, notice of which election shall be submitted in writing to the Company at its principal offices no later than ten (10) days before the effective date of such event, provided that any such notice of
election shall be effective if given not later than fifteen (15) days after the date of the Company’s notice pursuant to Section 6(i) hereof with respect to such event, and, provided, further, that if any Holder fails to give the
Company such notice of election, the provisions of this Section 6(h) shall govern the treatment of such Holder’s shares of Series A Convertible Preferred Stock upon the occurrence of such event. 

(i) Notices of Record Date. In the event (i) the Company fixes a record date to determine the holders of Common Stock who are
entitled to receive any dividend or other distribution, or (ii) there occurs any capital reorganization of the Company, any reclassification or recapitalization of the Common Stock of the Company, any merger or consolidation of the Company, or
any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to each Holder at least ten (10) days prior to the record date 

  
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specified therein, a notice specifying (a) the date of such record date for the purpose of such dividend or distribution and a description of such dividend or distribution, (b) the date
on which any such reorganization, reclassification, consolidation, merger, dissolution, liquidation or winding up is expected to become effective, and (c) the time, if any, that is to be fixed, as to when the holders of record of Common Stock
(or other securities) shall be entitled to exchange their shares of Common Stock or other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dissolution, liquidation or winding
up. 
 (j) No Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any
reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 6 and in the taking of all such actions as may be necessary or appropriate in order to protect the conversion rights
of the Holders against impairment. 
 (k) Fractional Shares and Certificate as to Adjustments. In lieu of any fractional
shares to which a Holder would otherwise be entitled upon conversion, the Company shall pay cash equal to such fraction multiplied by the Market Price of one share of Common Stock, as determined in good faith by the Board of Directors. Whether or
not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Convertible Preferred Stock of each Holder at the time converting into Common Stock and the number of shares of Common
Stock issuable upon such aggregate conversion. 
 Upon the occurrence of each adjustment or readjustment of the Conversion
Number of any share of Series A Convertible Preferred Stock pursuant to this Section 6, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each
Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any Holder, furnish or cause to be
furnished to such Holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Number at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property
which at the time would be received upon the conversion of such Holder’s shares of Series A Convertible Preferred Stock. The provisions of Section 6(e), (f), (g) and (h) shall apply to any transaction and successively to any
series of transactions that would require any adjustment pursuant thereto. 
 (l) Reservation of Stock Issuable Upon
Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Convertible Preferred Stock (taking into
account the adjustments required by this Section 6), such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Convertible Preferred Stock; and if at
any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Convertible Preferred Stock, in addition to such other remedies as shall be
available to the Holders, the Company will, as soon as is reasonably 

  
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practicable, take all such action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be
sufficient for such purposes. 
 Section 7. Voting Rights. 

(a) General. Each Holder, except as otherwise required under the DGCL or as set forth herein (including, without limitation, in
Sections 7(b), 7(c) and 8 below), shall be entitled or permitted to vote on all matters required or permitted to be voted on by the holders of Common Stock of the Company and shall be entitled to that number of votes equal to the largest number of
whole shares of Common Stock into which such Holder’s shares of the Series A Convertible Preferred Stock could then be converted, pursuant to the provisions of Section 6 hereof, at the record date for the determination of stockholders
entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited. Except as otherwise expressly provided herein or as otherwise required by law, the Series
A Convertible Preferred Stock and the Common Stock shall vote together (or render written consents in lieu of a vote) as a single class on all matters upon which the Common Stock is entitled to vote. 

(b) Limitation on Voting. Notwithstanding anything herein to the contrary, unless and until such time as the Stockholder Approval
is obtained, the Company shall not give effect to any voting rights of the Series A Convertible Preferred Stock (or any previously issued Converted Shares) pursuant to Section 7(a) hereof, and any Holder shall not have the right to exercise
voting rights with respect to any Series A Convertible Preferred Stock pursuant to Section 7(a) hereof, to the extent that giving effect to such voting rights would result in the Holders (together with any Holders of previously issued Converted
Shares) having the right to vote in the aggregate shares in excess of the Maximum Number, and in any such case the aggregate voting rights of all such Holders shall be proportionately reduced such that they are entitled to vote, in the aggregate,
that number of shares equal to the Maximum Number. 
 (c) Voting by Investor With Respect to Certain Matters. In addition
to any other rights provided by law or set forth herein, during the period commencing on the Issue Date and ending on the Director Cessation Date, the Company shall not without first obtaining the approval (by vote or written consent, as provided by
law) of the Investor: 
 (i) approve the Company’s annual budget for each of the first two full fiscal years immediately
following the Issue Date; 
 (ii) modify the Remodel Plan; 

(iii) alter, amend or repeal the Company’s Organizational Documents; 

(iv) amend the size of the Board of Directors (other than pursuant to Section 8 hereof); 

(v) authorize or consummate any Liquidation Event , except as permitted pursuant to the Operating Agreement; 

  
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 (vi) engage in any business other than the ownership, operation, development and
acquisition of Burger King restaurants and matters incidental thereto; provided that this clause (vi) shall not apply from and after the occurrence of any bankruptcy filing or reorganization or insolvency proceeding by or against Burger
King Holdings, Inc. or Burger King Corporation or their respective successors or assigns, which filing shall not have been dismissed within 60 days; 
 (vii) issue, in any single transaction or series of related transactions, shares of Common Stock in an amount exceeding 35% of the total number of shares of Common Stock issued and outstanding immediately
prior to the time of such issuance; 
 (viii) declare or pay any special cash dividend; 

(ix) except for management fees or transactions entered into or contemplated on or prior to the Issue Date and included in the
Company’s public filings with the SEC (including, without limitation, pursuant to any agreements entered into in connection with the spin-off of Fiesta Restaurant Group, Inc. by the Company), approve or pay any management fee or enter into any
other transaction with Affiliates of the Company or its subsidiaries, or permit subsidiaries of the Company to enter into any transaction with Affiliates of the Company or its subsidiaries; or 

(x) initiate or settle any lawsuit (other than with respect to any Holder) in which the damages (or claimed damages, as applicable)
would exceed U.S. $10 million. 
 Section 8. Board Representation. 

(a) On the Issue Date, the Board of Directors shall set the size of the Board of Directors at seven and shall cause two of the director
positions to be filled by two Class A Directors upon the receipt of written notice from the Investor. The Class A Directors shall be a separate class of directors on the Board of Directors from the Class I, Class II and Class III directors
of the Board of Directors. Class A Directors shall be elected by the Investor for terms expiring at the next annual meeting of stockholders. 
 (b) From the Issue Date until the Director Step-Down Date, the Investor, voting as a separate class, shall have the right to elect two Class A Directors to the Board of Directors at each annual
meeting of stockholders or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office any such Class A Director and to fill any vacancy caused by the resignation, death or removal of any
such Class A Director. Each share of Series A Convertible Preferred Stock shall be entitled to one vote and any election or removal of the Class A Director shall be subject to the affirmative vote of the Investor. On the Director Step-Down
Date, the Investor shall cause one Class A Director to submit his or her resignation as a Class A Director to the Board of Directors; provided that if such Class A Director does not resign as a Class A Director on the Director
Step-Down Date, the Board of Directors may vote to remove such Class A Director without cause at any time following the Director Step-Down Date. 
 (c) From the Director Step-Down Date until the Director Cessation Date, the Investor, voting as a separate class, shall have the right to elect one Class A Director to the Board of Directors at each
annual meeting of stockholders or pursuant to each consent of the 

  
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Company’s stockholders for the election of directors, and to remove from office such Class A Director and to fill any vacancy caused by the resignation, death or removal of such
Class A Director. Each share of Series A Convertible Preferred Stock shall be entitled to one vote and any election or removal of the Class A Director shall be subject to the affirmative vote of the Investor. On the Director Cessation
Date, the Investor shall cause all Class A Directors to submit his or her resignation as Class A Directors to the Board of Directors; provided that if such Class A Director(s) does or do not resign as a Class A Director or as
Class A Directors, as the case may be, on the Director Cessation Date, the Board of Directors may vote to remove such Class A Director(s) without cause at any time following the Director Cessation Date. 

(d) Each Class A Director, in his capacity as a member of the Board of Directors, shall be afforded the same rights and privileges
as the other members of the Board of Directors, including, without limitation, rights to indemnification, insurance, notice, information and the reimbursement of expenses. Nothing in this paragraph (d) is intended to limit any such Class A
Director’s rights to indemnification, and the rights set forth herein are in addition to any and all other rights to indemnification. 
 Section 9. Reissuance of Shares of Series A Convertible Preferred Stock. 
 Shares of Series A Convertible Preferred Stock that have been issued and reacquired in any manner, including shares purchased, redeemed, converted or exchanged, shall (upon compliance with any applicable
provisions of the DGCL) be permanently retired or cancelled and shall not under any circumstances be reissued. The Company shall from time to time take such appropriate action as may be required by applicable law to reduce the authorized number of
shares of Series A Convertible Preferred Stock by the number of shares that have been so reacquired. 
 Section 10.
Notices. 
 Any and all notices, consents, approval or other communications or deliveries required or permitted to be
provided under this Certificate of Designation shall be in writing and shall be deemed given and effective on the earliest of (a) the date of receipt, if such notice, consent, approval or other communication is delivered by hand (with written
confirmation of receipt) or via facsimile to the Company or the Holders, as applicable, at the facsimile number specified in the register of Holders of Series A Convertible Preferred Stock maintained by the Transfer Agent prior to 5:00 p.m. (New
York City time) on a Business Day, (b) the next Business Day after the date of receipt, if such notice, consent, approval or other communication is delivered via facsimile to the Company or the Holder, as applicable, at the facsimile number
specified in the register of Holders of Series A Convertible Preferred Stock maintained by the Transfer Agent on a day that is not a Business Day or later than 5:00 p.m. (New York City time) on any Business Day, or (c) the third Business Day
following the date of deposit with a nationally recognized overnight courier service for next Business Day delivery and addressed to the Company or the Holder, as applicable, at the address specified in the register of Holders of Series A
Convertible Preferred Stock maintained by the Transfer Agent. 

  
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 Section 11. Headings. 

The headings of the various sections and subsections hereof are for convenience of reference only and shall not affect the interpretation
of any of the provisions hereof. 
 Section 12. Severability of Provisions. 

If any powers, preferences and relative, participating, optional and other special rights of the Series A Convertible Preferred Stock and
the qualifications, limitations and restrictions thereof set forth in this Certificate of Designation (as it may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule or law or public policy, all
other powers, preferences and relative, participating, optional and other special rights of the Series A Convertible Preferred Stock and the qualifications, limitations and restrictions thereof set forth in this Certificate of Designation (as so
amended) which can be given effect without the invalid, unlawful or unenforceable powers, preferences and relative, participating, optional and other special rights of the Series A Convertible Preferred Stock and the qualifications, limitations and
restrictions thereof shall, nevertheless, remain in full force and effect, and no powers, preferences and relative, participating, optional or other special rights of the Series A Convertible Preferred Stock and the qualifications, limitations and
restrictions thereof herein set forth shall be deemed dependent upon any other such powers, preferences and relative, participating, optional or other special rights of Preferred Stock and qualifications, limitations and restrictions thereof unless
so expressed herein. 
 [Intentionally Left Blank; Signature Page Follows] 

  
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 IN WITNESS WHEREOF, this Certificate of Designation has been executed on behalf of
the Company by its                      this      day of
            , 2012. 
  

			
	CARROLS RESTAURANT GROUP, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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