Jefferies Capital Partners Iv SC 13D/A CARROLS RESTAURANT / JEFFERIES CAPITAL PARTNERS IV ownership change

Exhibit 1

AGREEMENT REGARDING THE JOINT FILING OF

SCHEDULE 13D/A

_______________________

The undersigned hereby agree that the statement on Schedule 13D/A to which this Agreement is annexed as Exhibit 1 is filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated:  June 12, 2012

JEFFERIES CAPITAL PARTNERS IV LP

JEFFERIES EMPLOYEE PARTNERS IV LLC

JCP PARTNERS IV LLC

By:  JEFFERIES CAPITAL PARTNERS LLC,

as Manager

By: /s/ Brian P. Friedman

Name: Brian P. Friedman

Title: Managing Member

JCP IV LLC

By:  JEFFERIES CAPITAL PARTNERS LLC,

as Managing Member

By: /s/ Brian P. Friedman

Name: Brian P. Friedman

Title: Managing Member

JEFFERIES CAPITAL PARTNERS LLC

By: /s/ Brian P. Friedman

Name: Brian P. Friedman

Title: Managing Member

/s/ Brian P. Friedman

Brian P. Friedman

/s/ James L. Luikart

James L. Luikart