0001047469-06-000294 Sample Contracts

7,878,788 Shares CHIPOTLE MEXICAN GRILL, INC. Class A Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • January 10th, 2006 • Chipotle Mexican Grill Inc • Retail-eating & drinking places • New York

Chipotle Mexican Grill, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters"), and McDonald's Ventures, LLC, a Delaware limited liability company (the "Selling Shareholder"), proposes to sell to the several Underwriters, an aggregate of 7,878,788 shares (the "Firm Shares") of the Company's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of which 6,060,606 shares are to be issued and sold by the Company and 1,818,182 shares are to be sold by the Selling Shareholder.

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CHIPOTLE MEXICAN GRILL, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of , 2006
Registration Rights Agreement • January 10th, 2006 • Chipotle Mexican Grill Inc • Retail-eating & drinking places • New York

This Amended and Restated Registration Rights Agreement (this "Agreement"), dated as of , 2006, by and among Chipotle Mexican Grill, Inc., a Delaware corporation (together with its successors, the "Company"), McDonald's Ventures, LLC, a Delaware corporation (together with its successors, "McDonald's"), and the parties set forth on Schedule 1 attached hereto (together with their respective successors, the "Individual Shareholders," and, together with McDonald's, the "Investors").

Chipotle Mexican Grill, Inc. Restricted Stock Award Agreement
Restricted Stock Award Agreement • January 10th, 2006 • Chipotle Mexican Grill Inc • Retail-eating & drinking places • Colorado

This document describes the terms of your Restricted Stock Award Agreement, entered into and effective as of March 24, 2005, by and between Montgomery F. Moran (the "Executive") and Chipotle Mexican Grill, Inc., a Delaware corporation (the "Company").

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