CARROLS GROUP, INC. (NASDAQ: TAST)

Investor Presentation June 2019

PROPRIETARY AND CONFIDENTIAL Safe Harbor Statement

Under the Private Securities Litigation Reform Act of 1995

Our presentation includes, and our response to various questions may include, forward-looking statements. Forward-looking statements, written, oral or otherwise made, represent the Company’s expectation or belief concerning future events.

Without limiting the foregoing, these statements are often identified by the words “may”, “might”, “believes”, “thinks”, “anticipates”, “plans”, “expects”, “intends” or similar expressions. In addition, expressions of our strategies, intentions or plans, are also forward-looking statements.

Such statements reflect management’s current views with respect to future events and are subject to risks and uncertainties, both known and unknown.

You are cautioned not to place undue reliance on these forward-looking statements as there are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond our control.

Investors are referred to the full discussion of risks and uncertainties as included in Restaurant Group, Inc.’s filings with the Securities and Exchange Commission (SEC) including, without limitation, its Annual Report on Form 10-K.

Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA and Restaurant-Level EBITDA are non-GAAP financial measures. We are presenting these financial measures because we believe they provide a more meaningful comparison of our core business operating results, as well as to those of other similar companies. We believe that these measures, when viewed with our results of operations in accordance with GAAP, provide useful information about our operating performance and permit investors to gain an understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced.

These are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net income (loss) or cash flow from operating activities as indicators of operating performance or liquidity. We direct you to our filings with the SEC for a reconciliation of these non-GAAP measures to the appropriate GAAP measures.

PROPRIETARY AND CONFIDENTIAL 2 Today’s Speakers

Dan Accordino

President, Chief Executive Officer & Chairman

Paul Flanders

Chief Financial Officer

PROPRIETARY AND CONFIDENTIAL 3 Company Overview

Established in 1960, , Inc. (“Carrols” or the “Company”) is a leading operator and growth platform of top-tier restaurant brands in the

Diversified scaled franchisee with 1,065 locations across two leading brands (1) • Largest (“BKC”) franchisee in the United States, with 1,010 in 23 states • Top 10 Louisiana Kitchen (“Popeyes” of “PLK”) franchisee in the United States with 55 in 6 states Pro Forma 2018 Revenue of $1.5B and Pro Forma Adjusted EBITDA of $136M • Positive comparable sales growth in 28 of the last 31 quarters • Consistent top-line sales supported by iconic brands and supportive franchisor partners • Experienced management team keenly focused on restaurant-level profitability and efficient operations Well positioned for expansion and growth • Recent transformative acquisition of Cambridge Franchise Holdings (“Cambridge” or “CFH”) adding a second brand, expanded ROFR and shift to attractive Southern and Southeastern states • Control franchisor’s Right of First Refusal (“ROFR”) for Burger King in 17 states and Popeyes in 2 states • Acquired 620 Burger King restaurants since May 2012 (excluding CFH), track record of solid integration • Two largest shareholders invested in long-term success ― RBI, 15% fully diluted – franchisor partner ― Cambridge Franchise Holdings, 24% fully diluted – affiliate of Garnett Station Partners, engaged board member, strong record of generating returns

(1) As of April 30, 2019 PROPRIETARY AND CONFIDENTIAL 4 Investment Highlights

• Best-in-Class Largest US BKC franchisee Operator of Iconic • Top ten Popeyes franchisee Brands • Top three multi-concept operator in the US

Strong Base Business • 59-year operating history of best in class operations led by experienced, successful management team Mature, Stable and • Scaled Base Positive comps in 28 of the last 31 quarters Business • Consistent margin profile in face of commodity, labor and discounting headwinds • Successful integration of 620 acquired locations since 2012

Engaged, Aligned • RBI, parent company of both BKC and Popeyes, strongly focused on unit growth and and Long-Term franchisee profitability Partners • Cambridge Franchise Holdings, long term shareholder and board member

Capital Structure • Successful refinance into covenant-lite capital structure Compelling Provides Dry Powder • PF 2.9x leverage and current covenants provide ample liquidity and flexibility to pursue Growth for Growth growth initiatives Profile

• Extended ROFR and recharged development agreement to support M&A and new unit Multiple Clear and development • Operational improvement at Cambridge Compelling Growth • Acquisition opportunities in existing and new (Cambridge) markets at compelling Opportunities valuations (typically 3.5-4.5x RL EBITDA) • Platform in place to manage multiple brands in addition to BKC and Popeyes

PROPRIETARY AND CONFIDENTIAL 5 Franchisor Relationship Provides Foundation for Future Success

Hamburgers

Existing Carrols Brand • Following Carrols’ merger with Cambridge, RBI will continue to be • Since 1954 a significant shareholder in TAST at • Universally known for flame-grilled 15.4% on a fully diluted basis burgers; in 100+ countries & U.S. territories • • TAST is their sole equity investment Over 17,750 restaurants in a U.S. based BKC franchisee Chicken

• Ownership signifies RBI’s Existing Carrols Brand confidence in the Company’s • Since 1972 senior leadership • Differentiated, rich Louisiana heritage, operating in the U.S. and over 25 foreign countries • RBI’s on-going board presence reflects vested interest in TAST • Over 3,100 restaurants strategic direction

Coffee & Baked Goods • Provides the Company a direct line to provide input to franchisor • Since 1964 • Undisputed QSR leader in Canada with growing U.S. and international presence

• Over 4,800 restaurants

PROPRIETARY AND CONFIDENTIAL 6 Burger King: Iconic Restaurant Brand Led by Strong Franchisor Management Team

2018 Top U.S. Burger Chains 2018 U.S. System-Wide Sales 17,796 $ Billion Global $38.5 Locations FOUNDED 1954 $9.9 $21.6B 6.1% $9.4 2018 System- 2018 Net Wide Sales Restaurant Growth $3.5 $2.4 $2.1 8.9% 2.0% $1.6 $1.6 2018 System-Wide 2018 Comparable McDonald's Burger King Wendy's Hardee's Culver's Sales Growth Sales Increase

Comparable Sales Drivers

Digital Delivery Food Innovation

POS Breakfast Mobile Apps STRONG LTOs (Bar Bell Strategy) Digital Menu Boards New Product Innovation Loyalty Programs (e.g. Crispy Chicken)

“As the ‘Challenger Brand’, we like to play offense rather than defense” – RBI Investor Day Presentation

Note: All metrics include U.S. and international unless otherwise noted Source: QSR FY18 10-K and May 2019 Investor Presentation; Technomic Top 500 Chain Restaurant Report PROPRIETARY AND CONFIDENTIAL 7 Popeyes: Iconic Restaurant Brand With Experienced Management Team

2018 Top U.S. Chicken Chains 2018 U.S. System-Wide Sales 3,102 $ Billion $10.2 Global Locations FOUNDED 1972 $4.4

$3.7B 7.3% $3.2 2018 System- 2018 Net Wide Sales Restaurant Growth $1.8 $1.3 $1.2 $1.2 8.9% 1.6% $0.9 $0.7 2018 System-Wide 2018 Comparable Sales Growth Sales Increase Chick Fila KFC Popeyes Zaxby's Wingston Raising Cane's EL Pollo Loco Church's

Comparable Sales Drivers

Development Delivery Food Innovation

Substantial White Space In U.S. Expected To Grow ~20%/Yr Expand Flavor Profile International Growth 50% Of Units Have Delivery Enhance Price Point Promotions Higher Check Leverage Media Handheld Options

Note: All metrics include U.S. and international unless otherwise noted Source: QSR FY18 10-K and May 2019 Investor Presentation; Technomic Top 500 Chain Restaurant Report PROPRIETARY AND CONFIDENTIAL 8 Transformative Merger With Cambridge Franchise Holdings

Combined Company Has Best-in-Class Operations Team, Strong P&L, Scalable Platform and Multiple Avenues for Future Growth

• Announced $238.5M acquisition of Cambridge Franchise Holdings (“Cambridge” or “CFH”) on February 20, 2019 ― ~6x RL-EBITDA, ~8x EBITDA (1) Carrols Cambridge Combined ― Stock transaction • Created third largest multi-concept franchisee in the United States 165 BKC 1,010 BKC ― Largest BKC franchise # Units 845 BKC 55 Popeyes 55 Popeyes ― Top 10 Popeyes franchise • Largest operator in RBI family of brands • Entrance into second brand 2018 • $1.2B $315.2M $1.5B Larger and more attractive ROFR territory Revenue ― High growth, low wage southern and southeastern states • Lifted ROFR cap – runway for acquisition of 500 more BKC units and additional Popeyes 2018 PF Adjusted $108.4M $27.3M $135.7M (1) • Adds long-term, sophisticated shareholder in CFH EBITDA ― 2 year lockup, 2 board seats ― CFH historically supported by an investor base made up of long term-focused “blue chip” family offices States 18 10 23 • Refinance of debt provides company flexible dry powder for future growth

(1) Assumes $5.0M of post-integration synergies. Does not contain other potential or anticipated restaurant-level synergies or operating improvements PROPRIETARY AND CONFIDENTIAL 9 Geographic Diversification – Wide Reaching Growth Opportunity

2018 Units By Region (1)

Pre-Merger Pro Forma 15

5

South 10.4% Northeast 1 Northeast South 20.5% 128 26.0% 27.3% 56

62 10 Midwest 5 33.0% 118 18 17 Southeast 88 25.6% 4 Southeast Midwest 7 66 30.6% 26.6% 1 5 36

8 152 31 93

(1) 2018 Revenue By Region 9 40

2 Pre-Merger Pro Forma 63 7

23

South 11.1% South Northeast Northeast 24.4% 25.7% 30.8%

Midwest 31.4%

Midwest Southeast LEGEND 26.5% 23.4% Southeast Cambridge Locations ( #) Cambridge & Carrols Locations 26.7%

Carrols Locations ( #) Carrols Headquarters (Syracuse, NY)

(1) South: AL, AR, KY, LA, MD, MS, TN, WV | Midwest: IL, IN, MI, MO, OH | Southeast: GA, NC, SC, VA | Northeast: MA, ME, NJ, NY, PA, VT PROPRIETARY AND CONFIDENTIAL 10 ROFR Key for Future Acquisitions

Pre-Merger ROFR Geography Combined Carrols (1) Cambridge

# States / # ROFR 18 / 20 10 / 5 23 / 17 (2) States

Largest + ROFR Size Largest 2nd Largest Favorable Territories

Up to 500 ROFR Additional Acquisition Up to 1,000 Acquired Potential Burger KY and TN Burger (Ex. New King`s Kings / LEGEND Builds) Popeyes (2 States) BKC ROFR PLK ROFR

Carrols Stores BKC & PLK ROFR but no ROFR

(1) BKC ROFR includes Washington, D.C. and excludes specified markets (i.e., NYC, Boston and Hartford metro markets) (2) Kentucky is an overlapping ROFR state for Popeyes only PROPRIETARY AND CONFIDENTIAL 11 CARROLS RESTAURANT GROUP OVERVIEW

PROPRIETARY AND CONFIDENTIAL 12 Carrols Has a Long Operating History

Carrols Has A 59-year Operating History Driven By Numerous M&A And Capital Markets Transactions, And Supported By A Deep And Experienced Management Team

1970s 1960s 1990s 2000s 2010s 2015s Today 1980s

1960 1976 1993 – 1997 2000 2012 2015 2019 Founded as Became Expanded Acquired Spin-off of $200MM debt Completed a fast-food largest Burger from 195 to Fiesta refinancing CFH King 335 units Cabana (“FRGI”) Acquired 55 Acquisition company franchisee by including 142 2006 Burger Kings converting 78 acquired Acquired 278 1,010 Burger 1969 IPO Carrols BKC units from 2016 King IPO restaurants restaurants 1998 – 2011 BKC Restaurants Acquired 56 1986 1998 Expanded 2014 Burger Kings 55 Popeyes Went private Acquired Fiesta $71MM Restaurants 2017 in LBO Restaurant equity Across 23 Group by offering Acquired 64 States 65% to ~250 Burger Kings Acquired 123 units ~28,500 Burger Kings $75MM add- Employees on Notes issuance Refinancing with New 2018 $550M Debt Acquired 44 Facility Burger Kings

PROPRIETARY AND CONFIDENTIAL 13 Highly-Experienced Management Team with Well-Established Track Record of Success

Carrols Has An Experienced Management Team With A Proven Track Record Of Achieving Strong Operating Performance

• Over 200 years of combined experience in the BKC system

• Senior leadership has extensive operating, M&A, capital markets and integration expertise

• Strong operating culture and deep bench includes ten Regional Directors with 24 years average tenure in system and 124 District Managers with over 16 years average tenure in the Burger King system (pre-merger)

Senior Years with Position Age Leadership Carrols

Chairman of the Board, CEO, Dan Accordino 68 46 President & Director

Paul Flanders Vice President, CFO 62 22

Rick Cross Vice President, Real Estate 56 35

Jerry DiGenova Vice President, Human Resources 62 45

Joe Hoffman Divisional Vice President (3 Regions) 56 25

Dave Morss Divisional Vice President (4 Regions) 63 35

Nathan Mucher Vice President, CIO 47 <1

Bill Myers Vice President, General Counsel 63 18

PROPRIETARY AND CONFIDENTIAL 14 Infrastructure and Team to Support Future Growth

• Robust and scalable infrastructure with capacity to support continued growth across multiple concepts • Integration of Cambridge team will add depth in key areas • Strong management team with deep bench strength and broad functional expertise • Our size affords us the ability to optimize technology and ensure consistent application of operating controls across all of our restaurants

Tenured Personnel Robust & Scalable Technology Broad Capabilities

• Leadership from Carrols and • State of the art point-of-sale • Training, marketing, Cambridge systems construction management • • Deeply tenured operating Inventory and production • Broad real estate and site management control systems development experience • Scheduling and labor • Regional structure with • Extensive expertise management systems capacity to grow (14 Region integrating and managing • Directors post-merger) HR and financial back office acquisitions support • District Manager span of • Strict P&L controls • Centralized standard cost control of 7-8 units system for both labor and • Strong transactional and cost of sales capital markets expertise • Robust management reporting at all levels

Carrols Has The People, Systems And In-house Expertise To Support A Larger Organization

PROPRIETARY AND CONFIDENTIAL 15 Carrols Has Consistently Outperformed The Burger King System…

• Positive comparable restaurant sales in 28 of the last 31 quarters

• Driven by effective Burger King promotions, marketing and restaurant remodeling initiatives

• Historically, Carrols’ sales trends have generally outperformed the Burger King system

• 2018 comparable sales of 3.8% compared to 5.2% increase in 2017

Comparable Restaurant Sales – Pro Forma Carrols Burger Kings vs. the BKC System

Carrols BKCs BKC System

10.3%

8.9% 8.4% 7.9% 7.5% 6.5% 6.9% 6.2% 5.7% 3.6% 5.1% 5.0% 5.2% 4.6% 5.1% 3.3% 4.2% 4.2% 4.0% 4.2% 3.6% 3.2% 2.7% 2.8% 3.0% 2.4% 1.8% 1.8% 1.6% 0.7% 0.8% 0.4% 0.0% 0.4% 0.1% -0.9% -0.7% -0.7% -0.6% -2.2% -2.0% -2.5%

Q1'14 Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19

Note: As presented by RBI, system comparable restaurant sales are combined for U.S. and Canadian restaurants prior to Q1’16 and are for U.S. restaurants only beginning Q1’16 PROPRIETARY AND CONFIDENTIAL 16 …While Cambridge Has Outperformed The Popeyes System

• Positive comparable restaurant sales in all four quarters of 2018, including an 8.3% increase in Q4’18

• Propelled by innovative Popeyes marketing campaigns and efficient remodeling practices

• Cambridge’s sales trends have generally outperformed the Popeyes system

Comparable Restaurant Sales – Cambridge Popeyes vs. the PLK System

Cambridge PLKs PLK System

8.6% 8.3%

6.6%

1.7% 3.4% 2.7% 2.3% 1.8%

0.4% 0.4% -0.2% -0.1%

-2.6% -2.5% -3.3% -3.3% -3.3% -2.6%

Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19

PROPRIETARY AND CONFIDENTIAL 17 Strong, Stable Core Business Despite Commodity Headwinds, Discounting & Wage Inflation

Tight Labor Market and Increasing Dramatic Increase in Discounting Commodity Basket Increases Wages

Promotions and Discounts Wage Inflation (1) Beef Prices % Sales ’10 – ’18 CAGR (Labor $ / Unit) Price per Pound

21% 5.2% $2.45 $2.23 18% $2.09 $2.01 $1.98 16% 4.0% $1.87 $1.97 $1.91 $1.61 12% 11% 11% 2.7% 7% 5% 6%

2010 2011 2012 2013 2014 2015 2016 2017 2018 Hourly Labor Min Wage 2018 U.S. 2010 2011 2012 2013 2014 2015 2016 2017 2018 Unemployment

Maintained Core Business Margins Despite Headwinds (2)

$ Thousands RL EBITDA / Unit RL EBITDA Margin $235 $226 $226 $222

$176 $159 $168 $145 $141

16.5% 15.9% 14.1% 14.6% 14.8% 12.6% 12.3% 12.9% 13.3%

2010 2011 2012 2013 2014 2015 2016 2017 2018

(1) Hourly Labor and minimum wage based on Core Business units, 2018 U.S. Unemployment figure based on DOL average statistics; productive labor defined as non management labor (2) Core business reflects 271 units open, owned and operated since 2010 (includes closures) PROPRIETARY AND CONFIDENTIAL 18 Merger Should Help Mitigate Historical Wage Pressures

Higher concentration of units in lower wage states will offset hyper wage inflation in certain states

With Distribution of Restaurants Shifting Towards Southern …And Pro Forma Decline in Number of Units in States US… Above Federal Minimum Wage…

Units Located in States Above Minimum Wage Standalone Pro Forma % Units

% Units % Units 44%

26% 31%

47% 38% 59% 10% 27%

Southeast South Other Southeast South Other Pre-Merger Post-Merger

Expect Pro Forma Decline in Average Minimum Wage Favorable Wage Rate Shift in Southern States

Weighted Average Minimum Wage (1) Weighted Average Wage Rate $ Actuals $ Actuals $8.35 $9.99

$8.90 $8.19 $8.31

Pre-Merger Post-Merger TAST Pre-Merger CFH Pre-Merger PF South Wage Rate (1) Reflects weighted average of state minimum and does not reflect actual wages paid PROPRIETARY AND CONFIDENTIAL 19 High Free Cash Flow Conversion Supports Future Growth

Historically Achieved Substantial Free Cash Flow Used Capital For Acquisitions… Conversion

Free Cash Flow (1) and Cash Flow Conversion (2) Acquisition CapEx $ Million $ Million $95 $52 $53 $83 $80 $48 $74 $38 $38

$37 88% 89% 88%

85% 85%

2014 2015 2016 2017 2018 2014 2015 2016 2017 2018

Resulting in Majority of Portfolio Current Prototype & Low … and Renovations / Remodels Future Remodel Requirement

Remodel CapEx and Full Remodels (3) % of Portfolio Remodeled $ Million

82% 101 94 93 69% 70% 60% 50% $66 33 36

$38 $42 $34 $32

2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 Full Remodels (#) Remodel Capex (Full Remodels + Upgrades)

(1) Defined as Pro Forma Adj. EBITDA - Maintenance CapEx (2) Defined as Free Cash Flow / Pro Forma Adj. EBITDA (3) Per Carrols internal reporting PROPRIETARY AND CONFIDENTIAL 20 Proven Ability to Acquire Units and Drive Synergies

575 Units Acquired Since 2014 Clear Ability to Drive Improvement in COGS

Annual Acquisitions Cost of Sales Variance vs. Standard (1) # Units 233 % Variance First Month Next FY 2018 2.8% 2.6% 2.4% 2.1% 2.1% 123 1.4% 1.4% 1.4% 1.2% 1.0% 1.0% 56 64 0.9% 55 44 0.8%

2014 2015 2016 2017 2018 2019 YTD 2014 2015 2016 2017 2018

Enabling Investment in Labor and Customer Service And Averaging Down Implied Acquisition Multiple by Driving Overall Margin Increase (2) ~20% (2)

Restaurant-Level EBITDA Margin Implied Purchase Multiple % LTM Revenue +213 bps Restaurant-Level EBITDA Multiple

3.7x 13.4% 3.0x

11.3%

Pre Acquisition Post Acquisition Pre Acquisition Post Acquisition

We Believe We Can Achieve Similar Improvements From Cambridge And Future Acquisitions

(1) 2015-2018 Acquisitions (219 restaurants) – Comparison of Pre-Acquisition and Post Acquisition Performance (2) Results for 342 restaurants acquired 2014-2018 PROPRIETARY AND CONFIDENTIAL 21 MULTIPLE AVENUES TO DRIVE COMPELLING SHAREHOLDER RETURNS

PROPRIETARY AND CONFIDENTIAL 22 Strong Cash Flow Supports Long-Term Growth

Substantial Cash Flow Provides Flexibility to Invest in High ROI Strategies to Drive Shareholder Value

Cumulative Cash Flow (EBITDA – Maintenance CapEx) $ Million $369

$274 $95

$194 $80

$111 $83 $274 $194 $74 $37 $111 $37 $37 2014 2015 2016 2017 2018

Organic Growth New Store Growth Acquisition Growth

• Execution of RBI’s marketing and • Build new units in both brands • Acquire new units in both brands at LTOs generating compelling returns the right price

• Drive comparable store sales • Generate returns through through operational focus disciplined acquisition strategy at prudent valuation multiples and ability to integrate and improve target unit economics

PROPRIETARY AND CONFIDENTIAL 23 New Unit Development In Both Brands Generate Attractive Returns

Burger King and Popeyes Achieve Excellent New Unit Economics Regardless of Real Estate Strategy

• Strong balance sheet and cash flow allows for sale / leaseback where helpful to secure real Ground Lease Sale / Leaseback estate

• Renegotiated BKC development agreement BKC & PLK $1.4M – $1.6M $1.4M – $1.6M reset new state development targets Target AUV

― Agreed to build and operate 200 new locations over the next five years EBITDA Margin 19%-21% 16% -19%

― New units receive 1% reduction in royalty and 3% reduction in advertising fund for Cost To Build $1.5M $2.2M four years (400 bps increase in 4-wall margin) Cost To Build $1.5M $0.45M • As part of Cambridge acquisition, assumed their (Net Of Sale/Leaseback) existing development agreement ROI 17% - 22% 50% - 68% ― 60 new Popeyes locations over the remaining 6 years on the agreement

• White space opportunity for both BKC and Popeyes new unit development in new southern and southeastern markets

PROPRIETARY AND CONFIDENTIAL 24 Remodel Program Focused on Cost Efficient Upgrades vs. Full Remodels

• Carrols restaurant portfolio is largely up to date with more than 80% of locations current / up to date Interior Returns Exterior Returns Before & • Majority of remodels will be cost efficient upgrades rather Before & After After than full remodels ― Given portfolio is ~80% remodeled today, the majority of go-forward full remodels will be in conjunction with acquisitions, the cost of which has historically been factored into purchase price • Renegotiated Burger King development agreement includes the remodel or upgrade of 748 units to BKC’s Burger King of Tomorrow prototype ― This includes the remodel or upgrade of acquired units, as well as currently owned units ― Includes contribution of ~$12M in 2019 and 2020 by RBI for upgrades to 60-70 locations where BKC is the landlord ― Certain restaurants will receive a 0.75% royalty and ad fund rebate incentive for five years

Illustrative Components of Remodels By Type

Type Description Estimated Cost

• Full dining room and exterior • Double Drive-Thru Full Remodel • Outdoor DMB $500-$650K • Kiosks • Increased Height

Upgrade • Towers and Landscaping (with or • Double Drive-Thru $150-$250K without • Outdoor DMB dining room)

PROPRIETARY AND CONFIDENTIAL 25 Multiple Acquisition Targets in Current and New Markets

• M&A traditionally a low-risk expansion strategy for TAST ROFR Geography and Potential Acquisition Targets • New geographic footprint offers attractive new development and acquisition opportunities

• Average acquisition multiples of 3.5-4.5x RL EBITDA, 21 / 3 represents compelling capital deployment opportunity 1 54 / 2 • Pre-approved to expand and acquire additional 500 220 / 148 123 / 15 240 / 40 27 / 10 BKC units in ROFR states 66 / 29 213 / 58 • Unlimited acquisition potential with Popeyes ROFR in 183 / 80 102 / 37 218 / 58 and Kentucky, and no acquisition limits in 289 / 119 105 / 83 non-ROFR states 58 / 5 131 / 39 123 / 40 61 / 15

84 / 22 ~1,600 ~$2,300 73 / 36 (1) BKC Units Revenue 73 / 41 109 / 22

53 / 33 162 / 57 268 / 105 ~1,000 ~$1,500 145 / 142 PLK Units Revenue (1)

LEGEND 17 States 2 States BKC ROFR PLK ROFR BKC & PLK ROFR Carrols Stores # / # Estimated BKC / PLK BKC ROFR PLK ROFR but no ROFR Acquisition Opportunities

(1) Based on non-Carrols owned units and 2018 domestic AUV for brand PROPRIETARY AND CONFIDENTIAL 26 FINANCIAL OVERVIEW

PROPRIETARY AND CONFIDENTIAL 27 Rapidly Growing Platform: Strong Organic and Acquired Growth Since 2015

Average Unit Volume – Burger King Net Restaurant Sales (1)

$ Million $ Billion

$1.5 $1.449 $1.2 $1.1 $1.388 $0.9 $0.9

$1.312 $1.298

2015 2016 2017 2018 2015 2016 2017 2018 PF 2018

Restaurant EBITDA (1) Adjusted EBITDA (1)

$ Million / % Net Revenue $ Million / % Net Revenue $210

$162 $147 $141 $136 $125 $102 $90 $91 $77

14.5% 14.9% 13.5% 13.7% 14.0% 8.9% 9.5% 8.4% 8.7% 9.0%

2015 2016 2017 2018 PF 2018 2015 2016 2017 2018 PF 2018

(1) FY2018PF reflects pro forma run rate financials for merger with Cambridge Franchise Holdings PROPRIETARY AND CONFIDENTIAL 28 New Credit Facility Provides Flexibility to Support Future Growth

Net Leverage • Long history in capital markets with demonstrated Net Debt / PF Adjusted EBITDA ability to prudently employ and manage leverage 3.9x 3.7x ― Carrols is focused on maintaining prudent 3.2x leverage levels in the 3.0x area 2.9x 2.7x 2.5x • 2.4x Revolver and covenant-lite Term Loan B structure 2.2x provides long-term funding at historically low rates, while providing sufficient operating, strategic and financial flexibility

― New structure does not materially increase or stretch leverage

2012 2013 2014 2015 2016 2017 2018 PF 2018 ― Leverage tolerance reflects Carrols’ desire to continue to balance growth with financial PF 2018 Capitalization flexibility • Ample liquidity to support growth opportunities, Cash: $31.0M supported by significant discretionary free cash flow Debt: generation and availability under the $125 million Revolver Term Loan B $425.0M ― Capital Leases & Other 3.9M Opportunistic Acquisitions

Lease Financing Obligations 1.2M ― New Unit Growth $430.1M Total Debt ― Remodels

PROPRIETARY AND CONFIDENTIAL 29 Highly-Discretionary Capital Expenditure Requirements

• Capital expenditures (excluding acquisitions) will focus on: Capital Expenditures

― Maintenance $ Million $94.0 $3.1 ― New unit development $8.2 ― Remodels and upgrades $75.7 $73.8 $1.2 $1.4 ― Technology and other restaurant equipment $14.7 $56.9 $23.2 • Maintenance capital expenditures average $15k per unit per annum or ~$16M for current restaurant base $52.0 $0.6$1.8 $2.3 $1.7 $65.8 ― Units will be determined by development agreement and the real estate pipeline $33.5 $31.9 • Remodels / upgrades range from $150k to $650k per unit $41.6 $38.2 ― Majority of remodels will be cost efficient upgrades rather than full remodels $10.1 $6.5 $6.2 ― $2.9 Majority of go-forward full remodels will be in $3.1 $14.1 $10.0 $10.7 $12.9 conjunction with acquisitions, the cost of which has $6.7 historically been factored into the purchase price 2014 2015 2016 2017 2018 ― Units per year based on revised development agreement Maintenance BK Restaurant Equipment BK Remodeling BK New Units

PROPRIETARY AND CONFIDENTIAL 30 Long-Term Growth Goals

COMPARABLE SALES 2% - 3%

UNIT GROWTH ~5%

ACQUISITIONS 3% - 9%

ACQUISITIONS 2% - 3%

Mid- to ADJUSTED EBITDA GROWTH High-Teens

PROPRIETARY AND CONFIDENTIAL 31 APPENDIX

PROPRIETARY AND CONFIDENTIAL 32 Financial Results

$ Million, Except per Share

Fiscal Year Fiscal Quarter

2017 2018 1Q18 1Q19

Sales $1,088.5 $1,179.3 $271.6 $290.7

Comparable Unit Sales (%) 5.2% 3.8% 6.2% 2.4%

RL-EBITDA $146.5 $161.7 $33.4 $28.6

RL-EBITDA Margin (%) 13.5% 13.7% 12.3% 9.8%

Adjusted EBITDA (1) $91.4 $102.3 $18.9 $13.1

Adjusted EBITDA Margin (%) 8.4% 8.7% 7.0% 4.5%

Income From Operations $29.5 $33.4 $2.7 ($5.2)

Adjusted Net Income (2) $9.0 $13.6 ($2.8) $(10.4)

Adjusted EPS (2) $0.20 $0.30 ($0.08) ($0.29)

(1) Adjusted EBITDA excludes stock-based compensation, impairment and other lease charges, acquisition costs and other gains and losses (2) Adjusted Net Income excludes impairment and other lease charges, acquisition costs, gains on bargain purchases and insurance proceeds from fire and the related income tax effects of the aforementioned PROPRIETARY AND CONFIDENTIAL 33 EBITDA Calculation

$ Million

2014 2015 2016 2017 2018 Reconciliation of EBITDA to Adjusted EBITDA: Net income (loss) $(38.117) $0.004 $45.472 $7.159 $10.104 Provision (benefit) for income taxes 11.765 - (28.085) 0.604 (0.157) Interest expense 18.801 18.569 18.315 21.710 23.638 Depreciation and amortization 36.923 39.845 47.295 54.159 58.468 EBITDA $29.372 $58.418 $82.997 $83.632 $92.053 Impairment and other lease charges 3.541 3.078 2.355 2.827 3.685 Acquisition costs 1.915 1.168 1.853 1.793 1.445 Gain on condemnation and fires (1.603) (0.362) (0.424) Litigation settlement 1.850 -- Stock compensation expense 1.180 1.438 2.053 3.518 5.812 Gain on bargain purchase (0.230) Loss on extinguishment of debt - 12.635 Adjusted EBITDA $36.008 $76.737 $89.505 $91.408 $102.341

Pro forma EBITDA (Carrols acquisitions) 6.920 Other cash payments (0.900) Cambridge Pro forma EBITDA: 12/31/2018 EBITDA 13.500 LFO rent adjustments (3.600) Pro forma EBITDA (acquisitions and new) 12.000 Other 0.400 Cambridge pro forma adjustments 22.300 G&A synergy adjustments 5.000 Pro forma Cambridge EBITDA 27.300 Pro forma Adj. EBITDA $135.661

Reconciliation of Restaurant-Level EBITDA: Income (loss) from operations $ (7.551) $31.208 $35.702 $29.473 $33.355 Add: General and administrative expense 40.001 50.515 54.956 60.348 66.587 Depreciation and amortization 36.923 39.845 47.295 54.159 58.468 Impairment and other lease charges 3.541 3.078 2.355 2.827 3.685 Other expense (income) 0.047 (0.126) 0.338 (0.333) (0.424) Restaurant-level EBITDA $72.961 $124.520 $140.646 $146.474 $161.671 Add: pro forma adjustments 34.220 Add: pro forma G&A expense 14.000 Pro forma Restaurant-level EBITDA $209.891

PROPRIETARY AND CONFIDENTIAL 34 Calculations of Common Shares & Dilutive Equivalents

$ Thousand

Common Shares Outstanding (5/6/19) 44,371.5

BKC Convertible Preferred Stock (1) 9,415.6

CFH Convertible Preferred Stock (2) 7,450.4

Total Diluted Equivalent Common Shares 61,237.5

Share Price at 6/14/19 $8.51

Market Capitalization $521,131

Net Debt (Based on 2018 Pro Forma) 399,100

Total Enterprise Value $920,231

(1) 100 shares of Series B Convertible Preferred Stock held by Burger King is convertible into approximately 9.45 million common shares (2) 10,000 shares of Series C Convertible Preferred Stock held by Cambridge Franchise Holdings will be convertible into 7.45 million common shares following shareholder approval of such conversion PROPRIETARY AND CONFIDENTIAL 35