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CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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    the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent shall not be unreasonably withheld or delayed). An indemnifying Person who is not entitled to, or elects not to, assume the defense of a Claim shall not be obligated to pay the fees and expenses of more than one counsel for all Persons indemnified by such indemnifying Person with respect to such Claim, unless in the reasonable judgment of any indemnified Person a conflict of interest may exist between such indemnified Person and any other of such indemnified Persons with respect to such Claim. The indemnified Persons shall, and shall cause their Affiliates to, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to, the indemnifying Person (i) in its defense of any Claim; and (ii) its prosecution under the last sentence of this Section 8.3 of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying Person fails timely to defend, contest or otherwise protect against any such Claim, the indemnified Person shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same. The indemnifying Person shall be subrogated to the claims or rights of the indemnified Person as against any other Persons with respect to any Loss paid by the indemnifying Person under this Section.

            8.4    Survival.    The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securities.

        9.    Compliance With Rule 144.    At the request of any Investor who proposes to sell securities in compliance with Rule 144 under the Securities Act, the Company shall (i) forthwith furnish to such Investor a written statement of compliance with the filing requirements of the Commission as set forth in Rule 144, as such rule may be amended from time to time; and (ii) make available to the public and such Investor such information as will enable such Investor to make sales pursuant to Rule 144.

        10.    Miscellaneous.    

            10.1    No Inconsistent Agreements.    The Company shall not hereafter enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Investors in this Agreement or otherwise conflicts with the provisions hereof.

            10.2    Authority; Enforceability.    Each entity and each natural person that is a party hereto has the corporate power and legal capacity, respectively, and each has the authority to enter into this Agreement and to carry out its obligations hereunder. Each entity that is a party hereto is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary action, and no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by each party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity).

            10.3    Adjustments Affecting Registrable Shares.    The Company shall not take any action, or permit any change to occur, with respect to its restated certificate of incorporation or amended and restated bylaws which would reasonably be expected to adversely affect the ability of Investors to include such Registrable Shares in a registration undertaken pursuant to this Agreement or which would reasonably be expected to adversely affect the marketability of such Registrable Shares in any such registration.


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