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CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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      primary offering, the Company shall give prompt written notice of such determination to each Investor; and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Shares in connection with such registration, but without prejudice to the rights of McDonald's pursuant to Section 2.1; and (y) in the case of a determination to delay the registration, shall be permitted to delay registering any Registrable Shares, for the same period as the delay in registering such primary offering.

              (c)   Upon the Company's preemption of a registration requested pursuant to Section 2.1, such requested registration shall not be considered a Demand Registration.

            2.4    Restrictions.    The Company shall not be obligated to effect any Long-Form Registration within four months after the effective date of a previous Long-Form Registration. If the filing, designation, initial effectiveness or continued use of a Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving at least 10 days' prior written notice of such action to McDonald's, delay the filing, designation or initial effectiveness of, or suspend use of, the Registration Statement (a "Demand Suspension"); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (i) more than once during any 12-month period; or (ii) for a period exceeding 30 days on any one occasion. In the case of a Demand Suspension, McDonald's agrees to suspend use of the applicable Prospectus and any Free Writing Prospectuses in connection with any sale or purchase, or offer to sell or purchase, Registrable Shares, upon receipt of the notice referred to above. The Company shall immediately notify McDonald's upon the termination of any Demand Suspension, amend or supplement the Prospectus (including by means of an Issuer Free Writing Prospectus), if necessary, so it does not contain any untrue statement or omission and furnish to McDonald's such numbers of copies of the Prospectus and any applicable Issuer Free Writing Prospectus as so amended or supplemented as McDonald's may reasonably request. The Company agrees, if necessary, to amend or supplement the Registration Statement, if required by the registration form used by the Company, by the instructions applicable to such registration form, by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by McDonald's.

            2.5    Payment of Expenses for Demand Registration.    The Company shall pay all Registration Expenses (as defined in Section 5 below) for the first two Long-Form Registrations and unlimited Short-Form Registrations. A registration shall count as one of the Company-paid Long-Form Registrations if and only if a Registration Statement with respect thereto has become effective under the Securities Act and remains effective during the Registration Period; provided, however, that in any event the Company shall pay all Registration Expenses in connection with any Long-Form Registration initiated prior to the completion of McDonald's second Long-Form Registration that is withdrawn by the Company or otherwise fails to be declared effective. The Company and McDonald's shall share equally the Registration Expenses of any Long-Form Registration other than the first two Long-Form Registrations.

            2.6    Selection of Underwriters.    In connection with any Demand Registration, McDonald's shall have the sole right to select the nationally recognized investment banker(s) and manager(s) to administer the offering, subject to the Company's approval, which shall not be unreasonably withheld or delayed.

        3.    Piggyback Registration.    

            3.1    Right to Piggyback.    Whenever the Company proposes to register any of its Common Stock under the Securities Act (other than pursuant to a Demand Registration), including any registration pursuant to Section 2.3, or McDonald's requests the Company to register any of its Common Stock under the Securities Act pursuant to a Demand Registration, the Company shall (i) as soon as practicable (but in no event less than 25 days prior to the proposed date of filing or designation of the related Registration Statement), give written notice to the Investors (other than


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