Carrols Restaurant Group (TAST)

Independence of Directors

During the fiscal year ended December 31, 2008, the Board met or acted by unanimous consent on six occasions. During the fiscal year ended December 31, 2008, each of the directors attended at least 75% of the aggregate number of meetings of the Board and of any committees of the Board on which they served. The Company does not have a policy on attendance by directors at our annual meeting of stockholders. All but one of our directors attended our 2008 annual meeting of stockholders.

As required by the listing standards of The NASDAQ Stock Market LLC (“NASDAQ”), a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board. Our Board determines director independence based on an analysis of such listing standards and all relevant securities and other laws and regulations regarding the definition of “independent”.

Consistent with these considerations, after review of all relevant transactions and relationships between each director, any of his or her family members, and us, our executive officers and our independent registered public accounting firm, the Board has affirmatively determined that a majority of our Board is comprised of independent directors. Our independent directors pursuant to NASDAQ are Messrs. Handel, Wilhite, Selati, Smith and Sonuga.

Independence of Directors

During the fiscal year ended December 31, 2007, the Board met or acted by unanimous consent on eight occasions. During the fiscal year ended December 31, 2007, each of the directors attended at least 75% of the aggregate number of meetings of the Board and of any committees of the Board on which they served. The Company does not have a policy on attendance by directors at our annual meeting of stockholders. All of our directors attended our 2007 annual meeting of stockholders.

As required by the listing standards of The NASDAQ Stock Market LLC (“NASDAQ”), a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board. Our Board determines director independence based on an analysis of such listing standards and all relevant securities and other laws and regulations regarding the definition of “independent”.

Consistent with these considerations, after review of all relevant transactions and relationships between each director, any of his or her family members, and us, our executive officers and our independent registered public accounting firm, the Board has affirmatively determined that a majority of our Board is comprised of independent directors. Our independent directors pursuant to NASDAQ are Messrs. Handel, Wilhite, Selati, Smith and Sonuga.

Independence of Directors

Since the Effective Time through December 31, 2006, our Board of Directors did not meet or act by unanimous written consent on any occasion. Prior to the Effective Time and during the fiscal year ended December 31, 2006, the Board met or acted by unanimous consent on nine occasions. Prior to the Effective Time and during the fiscal year ended December 31, 2006, each of the directors attended at least 75% of the aggregate number of meetings of the Board and of any committees of the Board on which they served. The Company does not have a policy on attendance by directors at our annual meeting of stockholders.

As required by the listing standards of The NASDAQ Stock Market LLC (“NASDAQ”), a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board. Our Board determines director independence based on an analysis of such listing standards and all relevant securities and other laws and regulations regarding the definition of “independent”.

Consistent with these considerations, after review of all relevant transactions and relationships between each director, any of his or her family members, and us, our executive officers and our independent registered public accounting firm, the Board has affirmatively determined that a majority of our Board is comprised of independent directors. Our independent directors pursuant to NASDAQ are Messrs. Handel, Wilhite, Selati, Smith and Sonuga.

Prior to the Effective Time, Benjamin D. Chereskin and Brian F. Gleason served on our Board of Directors. Prior to the Effective Time, the Board did not consider the independence of Mr. Chereskin and Mr. Gleason or

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any of our other members of the Board of Directors because we were not a public company and our Common Stock was not listed on any national securities exchange and, consequently, we and our Board of Directors were not subject to the independence requirements of any national securities exchange until the Effective Time. Mr. Chereskin and Mr. Gleason resigned from our Board of Directors at the Effective Time and Mr. Handel was elected as a Class II member and Mr. Smith was elected as a Class III member of our Board of Directors, effective at the Effective Time.