to such Registration Statement, Prospectus or Issuer Free Writing Prospectus, furnish a copy thereof to the sellers of Registrable Shares or their legal counsel and refrain from filing or
designating, as the case may be, any such Registration Statement, Prospectus, Issuer Free Writing Prospectus or amendment thereof or supplement thereto to which such counsel shall have reasonably
objected on the grounds that such document does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, unless, in the case of an
amendment or supplement, in the opinion of counsel for the Company the filing or designation of such amendment or supplement is reasonably necessary to protect the Company from any liabilities under
any applicable federal or state law and such filing or designation will not violate applicable laws.
5. Registration Expenses. Except as provided in Section 2.5 hereof, all reasonable expenses incident to
the Company's performance of or compliance with this Agreement, including, but not limited to, (i) all registration, filing and listing fees and all fees of the National Association of
Securities Dealers, Inc.; (ii) all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws; (iii) all word processing,
duplicating, printing, messenger and delivery expenses; (iv) the reasonable fees and disbursements of counsel for the Company and of its independent registered public accountants, including,
without limitation, the expenses of any "comfort letters" required by or incident to such performance and compliance; (v) the reasonable fees and disbursements of one legal counsel selected by
McDonald's (there being no obligation of the Company to pay or reimburse any fees of any separate counsel for any other Investor); (vi) any reasonable fees and disbursements of underwriters
customarily paid by issuers or sellers of securities (but excluding underwriting discounts and commissions and transfer taxes, if any, relating to securities being sold by any Investor or that are
otherwise not being sold or disposed of by the Company), including, without limitation, reasonable fees and disbursements of counsel for the underwriter(s) in connection with blue sky qualifications
of the Registrable Shares and determination of their eligibility for investment under the laws of such
jurisdictions; and (vii) reasonable fees and expenses of other Persons retained or employed by the Company (all such expenses being herein called "Registration
Expenses"), shall be borne by the Company. In addition, the Company shall pay its internal expenses (including, but not limited to, all salaries and expenses of its officers
and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any insurance obtained by the Company against liabilities arising out of the
public offering of the Registrable Shares being registered and the expenses and fees for listing the securities to be registered on each securities exchange.
6. Holdback Agreements.
6.1 Investors' Agreements. Each Investor agrees not to effect any public sale or distribution of Equity
Securities during the period beginning seven days before and ending 90 days (or such lesser period as may be permitted by the Company or the managing underwriter or underwriters) after the
effective date of the Registration Statement filed or designated in connection with any underwritten public offering, unless the managing underwriter or underwriters thereof shall otherwise agree.
Nothing herein shall prevent an Investor that is a partnership from making a distribution of Registrable Shares to its partners, an Investor that is a limited liability company from making a
distribution of Registrable Shares to its members, an Investor that is a trust from making a distribution of Registrable Shares to its beneficiaries or an Investor that is a corporation from making a
distribution of Registrable Shares to its stockholders, provided that the transferees of such Registrable Shares agree to be bound by the provisions of this Agreement to the extent the transferor
would be so bound.
6.2 Company's Agreements. The Company agrees not to effect any public sale or distribution of Equity Securities
during the period beginning seven days before and ending 90 days (or such lesser period as may be permitted by the managing underwriter or underwriters) after the effective