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S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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FORM OF REGISTRATION RIGHTS AGREEMENT

        This Registration Rights Agreement (this "Agreement"), dated as of                        , 2006, by and among Chipotle Mexican Grill, Inc., a Delaware corporation (together with its successors, the "Company"), McDonald's Ventures, LLC, a Delaware corporation (together with its successors, "McDonald's") and the parties set forth on Schedule 1 attached hereto (together with their respective successors, the "Individual Shareholders," and, together with McDonald's, the "Investors").


RECITALS

        WHEREAS, the Company has filed a Registration Statement (as defined below) on Form S-1 under the Securities Act (as defined below) with respect to an initial public offering of shares of the Company's class A common stock, $0.01 par value per share (the "Common Stock"), by the Company and McDonald's (the "Initial Public Offering");

        WHEREAS, the parties desire to set forth certain registration rights applicable to the Registrable Shares (as defined below) held from time to time by the Investors, and the Company desires to indemnify each of the Investors against certain liabilities to which they may become subject as a result of their investment in the Company.

        NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon the terms and subject to the conditions hereof, the parties hereto hereby agree as follows:

        1.    Definitions.    The following terms shall have the following meanings when used in this Agreement.

        "Adverse Disclosure" means public disclosure of material non-public information that, in the Board of Directors' good faith judgment, after consultation with independent outside counsel to the Company, (i) would be required to be made in any Registration Statement the Company files with the Commission or otherwise designates as a Registration Statement for the offer and sale of Registrable Shares by the Investors from time to time, so that such Registration Statement would not be materially misleading; (ii) would not be required to be made at such time but for the filing or designation of such Registration Statement; and (iii) the Company has a bona fide business purpose for not disclosing publicly.

        "Affiliate" has the meaning specified in Rule 12b-2 under the Exchange Act. The term "Affiliated" has a correlative meaning.

        "Agreement" has the meaning set forth in the Preamble.

        "Board of Directors" means the board of directors of the Company.

        "Claim" has the meaning set forth in Section 8.2(b).

        "Class B Common Stock" means the class B common stock, $0.01 par value per share, of the Company.

        "Commission" means the U.S. Securities and Exchange Commission, or any successor governmental agency or authority thereto.

        "Common Stock" has the meaning set forth in the Recitals.

        "Company" has the meaning set forth in the Preamble.

        "Demand Registration" has the meaning set forth in Section 2.1(b).

        "Demand Suspension" has the meaning set forth in Section 2.4.

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