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FORM OF RESTATED CERTIFICATE OF INCORPORATION OF CHIPOTLE MEXICAN GRILL, INC.
Chipotle Mexican Grill, Inc., a corporation originally organized in the State of Delaware on January 30, 1998, hereby certifies that this Restated
Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware. This Restated Certificate of Incorporation amends and
restates the Corporation's Certificate of Incorporation in its entirety as follows:
The name of the company is Chipotle Mexican Grill, Inc. (the "Corporation").
The registered office of the Corporation is located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The
name of its registered agent at that address is The Corporation Trust Corporation.
The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized and incorporated under the
General Corporation Law of the State of
Delaware or any applicable successor act thereto,
as the same may be amended from time to time (the "DGCL").
Section 1. Authorized Stock. The Corporation shall have the authority to issue eight hundred thirty
million (830,000,000) shares of capital stock, consisting of two hundred million (200,000,000) shares of Class A common stock with a par value of $0.01 per share (the
"Class A Common Stock"), thirty million (30,000,000) shares of Class B common stock with a par value of $0.01 per share (the
"Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"),
and six hundred million (600,000,000) shares of preferred stock with a par value of $0.01 per share (the "Preferred Stock"). The number of authorized
shares of Class A Common Stock or Class B Common Stock may be increased or decreased (but not below the number of shares of Class A Common Stock or Class B Common Stock
then outstanding) by such affirmative vote as may be required at that time by the DGCL.
Section 2. Common Stock.
(a) Ranking. The preferences, limitations and rights of the Class A Common Stock and Class B
Common Stock, and the qualifications and restrictions thereof, shall be in all respects identical, except as otherwise required by law or expressly provided in this Certificate of Incorporation.
(b) VotingGeneral. Except as otherwise provided by law or by the resolution or resolutions
providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall have the exclusive right to vote for the election of directors and for all other
purposes. Except as otherwise required by law or this Certificate of Incorporation:
share of Class A Common Stock outstanding on any record date shall be entitled to one vote and each share of Class B Common Stock outstanding on such
record date shall be entitled to 10 votes in respect of any actions of shareholders for which such