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CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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by Rule 144 (or any successor provision) under the Securities Act; (iii) they shall have been otherwise transferred and subsequent public distribution of them shall not require registration of such distribution under the Securities Act; or (iv) they shall have ceased to be outstanding. For purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Shares whenever such Person has the then-existing right to acquire such Registrable Shares (by conversion or otherwise), whether or not such acquisition actually has been effected.

        "Registration Expenses" has the meaning set forth in Section 5.

        "Registration Period" has the meaning set forth in Section 2.2.

        "Registration Statement" means a registration statement of the Company, concerning the sale of its securities to the public, on an appropriate form under the Securities Act, including the Prospectus included therein, all amendments thereof and supplements thereto (including post-effective amendments) and all exhibits and all material incorporated by reference therein.

        "Securities Act" means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

        "Securities Laws" means the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder, and state and local "blue sky" securities laws.

        "Short-Form Registrations" has the meaning set forth in Section 2.1(a).

        2.    Demand Registration.    

      2.1    Requests for Registration.    (a) Subject to the terms of this Agreement, McDonald's may at any time after the Effectiveness Date and once in each nine-month period after the Effectiveness Date, request registration by the Company under the Securities Act of all or part of its Registrable Shares on Form S-1 or any similar long-form registration statement ("Long-Form Registration") for a public offering, so long as McDonald's beneficially owns at least 5% of the vote represented by the Equity Securities at the time of such request. In addition, McDonald's shall be entitled to request an unlimited number of registrations under the Securities Act of all or part of its Registrable Shares on Form S-3 or any similar short-form registration statement ("Short-Form Registration") as described below; provided, however, that the aggregate offering price of the Registrable Shares requested to be registered in any Long-Form Registration or Short-Form Registration must reasonably be expected to equal at least $2,000,000.

              (b)   Any Long-Form Registration and Short-Form Registration requested pursuant to subsection (a) above is referred to herein as a "Demand Registration." Any request for a Demand Registration (each, a "Notice of Demand") shall specify (i) the amount of Registrable Shares proposed to be registered; and (ii) the intended method or methods and plan of disposition thereof, including whether such requested registration is to involve an underwritten offering. Within 45 days of a Notice of Demand, the Company shall file with the Commission, or otherwise designate an existing filing as, a Registration Statement relating to such Notice of Demand for the offer and sale of the Registrable Shares by the Investors from time to time in accordance with the method or methods and plan of disposition elected by such Investors and set forth or to be set forth in such Registration Statement and, thereafter, shall (i) use its reasonable best efforts to cause such Registration Statement promptly to be declared effective under (A) the Securities Act; and (B) the "Blue Sky" laws of such jurisdictions as any seller of Registrable Shares being registered under such Registration Statement or any underwriter, if any, reasonably requests, or (ii) otherwise make available for use by Investors a previously filed effective Registration Statement for the offer and sale of the Registrable Shares.


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