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Chipotle Mexican Grill Inc – IPO: ‘S-1/A’ on 12/23/05 – ‘EX-10.6’

On:  Friday, 12/23/05, at 1:38pm ET   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  1047469-5-28624   ·   File #:  333-129221

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/23/05  Chipotle Mexican Grill Inc        S-1/A¶                 8:2.4M                                   Merrill Corp/New/FA

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML   1.01M 
                          (General Form)                                         
 8: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     22K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     73K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML     82K 
 4: EX-5.1      Opinion re: Legality                                HTML     15K 
 5: EX-10.5     Material Contract                                   HTML     97K 
 6: EX-10.6     Exhihit 10.6                                        HTML    136K 
 7: EX-23.1     Consent of Experts or Counsel                       HTML      7K 


‘EX-10.6’   —   Exhihit 10.6
Exhibit Table of Contents

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11st Page  –  Filing Submission
"Exhibit 10.6
"Table of Contents
"Form of Registration Rights Agreement
"Recitals
"Schedule 1
"Investors
"QuickLinks

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Exhibit 10.6

CHIPOTLE MEXICAN GRILL, INC.

FORM OF REGISTRATION RIGHTS AGREEMENT

Dated as of                        , 2006


 C: 


TABLE OF CONTENTS

 
 
 
  Page
1. DEFINITIONS   1
2. DEMAND REGISTRATION   3
  2.1 Requests for Registration   3
  2.2 Continued Effectiveness   4
  2.3 Preemption   4
  2.4 Restrictions   5
  2.5 Payment of Expenses for Demand Registration   5
  2.6 Selection of Underwriters   5
3. PIGGYBACK REGISTRATION   5
  3.1 Right to Piggyback   5
  3.2 Priority on Primary Registrations   6
  3.3 Priority on Secondary Registrations   6
  3.4 Other Registrations   6
  3.5 Selection of Underwriters   6
  3.6 Limitations on Registrations   7
  3.7 No Effect on Demand Registrations   7
4. REGISTRATION PROCEDURES   7
5. REGISTRATION EXPENSES   10
6. HOLDBACK AGREEMENTS   10
  6.1 Investors' Agreements   10
  6.2 Company's Agreements   10
7. OTHER AGREEMENTS   11
8. INDEMNIFICATION AND CONTRIBUTION   11
  8.1 Indemnification   11
  8.2 Contribution   12
  8.3 Procedures   13
  8.4 Survival   14
9. COMPLIANCE WITH RULE 144   14
10. MISCELLANEOUS   14
  10.1 No Inconsistent Agreements   14
  10.2 Authority; Enforceability   14
  10.3 Adjustments Affecting Registrable Shares   14
  10.4 Other Registration Rights   15
  10.5 Amendments and Waivers   15
  10.6 Successors, Assigns and Transferees   15
  10.7 Term   15
  10.8 Severability   15
  10.9 Remedies   16
  10.10 Descriptive Headings   16
  10.11 Notices   16
  10.12 Governing Law   16
  10.13 Final Agreement   16
  10.14 Execution in Counterparts   16

SCHEDULES:

 

 

Schedule 1    Investors

 

 

i



FORM OF REGISTRATION RIGHTS AGREEMENT

        This 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").


RECITALS

        WHEREAS, the Company has filed a Registration Statement (as defined below) on Form S-1 under the Securities Act (as defined below) with respect to an initial public offering of shares of the Company's class A common stock, $0.01 par value per share (the "Common Stock"), by the Company and McDonald's (the "Initial Public Offering");

        WHEREAS, the parties desire to set forth certain registration rights applicable to the Registrable Shares (as defined below) held from time to time by the Investors, and the Company desires to indemnify each of the Investors against certain liabilities to which they may become subject as a result of their investment in the Company.

        NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon the terms and subject to the conditions hereof, the parties hereto hereby agree as follows:

        1.    Definitions.    The following terms shall have the following meanings when used in this Agreement.

        "Adverse Disclosure" means public disclosure of material non-public information that, in the Board of Directors' good faith judgment, after consultation with independent outside counsel to the Company, (i) would be required to be made in any Registration Statement the Company files with the Commission or otherwise designates as a Registration Statement for the offer and sale of Registrable Shares by the Investors from time to time, so that such Registration Statement would not be materially misleading; (ii) would not be required to be made at such time but for the filing or designation of such Registration Statement; and (iii) the Company has a bona fide business purpose for not disclosing publicly.

        "Affiliate" has the meaning specified in Rule 12b-2 under the Exchange Act. The term "Affiliated" has a correlative meaning.

        "Agreement" has the meaning set forth in the Preamble.

        "Board of Directors" means the board of directors of the Company.

        "Claim" has the meaning set forth in Section 8.2(b).

        "Class B Common Stock" means the class B common stock, $0.01 par value per share, of the Company.

        "Commission" means the U.S. Securities and Exchange Commission, or any successor governmental agency or authority thereto.

        "Common Stock" has the meaning set forth in the Recitals.

        "Company" has the meaning set forth in the Preamble.

        "Demand Registration" has the meaning set forth in Section 2.1(b).

        "Demand Suspension" has the meaning set forth in Section 2.4.

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        "Effectiveness Date" means the date on which McDonald's is no longer subject to any underwriter's lock-up or other contractual restriction in connection with the Initial Public Offering.

        "Equity Securities" means the Common Stock and the Class B Common Stock and any other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, any stock or security convertible into or exchangeable or exercisable for Common Stock or any stock, security or interest in the Company whether or not convertible into or exchangeable or exercisable for Common Stock.

        "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

        "Free Writing Prospectus" means a free writing prospectus, as defined in Rule 405 under the Securities Act.

        "Group" has the meaning set forth in Rule 13d-5 under the Exchange Act.

        "Indemnified Company Parties" has the meaning set forth in Section 8.1(b).

        "Indemnified Parties" has the meaning set forth in Section 8.1(a)."

        "Individual Shareholders" has the meaning set forth in the Preamble.

        "Initial Public Offering" has the meaning set forth in the Recitals.

        "Investors" has the meaning set forth in the Preamble.

        "Issuer Free Writing Prospectus" means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act.

        "Long-Form Registration" has the meaning set forth in Section 2.1(a).

        "Losses" has the meaning set forth in Section 8.1(a).

        "McDonald's" has the meaning set forth in the Preamble.

        "Notice of Demand" has the meaning set forth in Section 2.1(b).

        "Permitted Free Writing Prospectus" has the meaning set forth in Section 7(a).

        "Person" means a natural person, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or other entity, or a governmental entity or any department, agency or political subdivision thereof.

        "Piggyback Registration" has the meaning set forth in Section 3.1.

        "Preemption Notice" has the meaning set forth in Section 2.3(a).

        "Prospectus" means the prospectus included in the Registration Statement at each such time as such Registration Statement is filed with the Commission and at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereof, including post-effective amendments, and all material incorporated by reference into such Prospectus.

        "Registrable Shares" means (i) the shares of Common Stock beneficially owned by the Investors on the date hereof; (ii) shares of Common Stock issued or issuable upon conversion of the Class B Common Stock; and (iii) any other shares of Common Stock issued or issuable as a distribution with respect to or in exchange or replacement for or exercise of any shares referred to in clauses (i) and (ii). Registrable Shares shall cease to be such when (i) a Registration Statement with respect to the sale thereof shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; (ii) they shall have been sold as permitted

2



by Rule 144 (or any successor provision) under the Securities Act; (iii) they shall have been otherwise transferred and subsequent public distribution of them shall not require registration of such distribution under the Securities Act; or (iv) they shall have ceased to be outstanding. For purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Shares whenever such Person has the then-existing right to acquire such Registrable Shares (by conversion or otherwise), whether or not such acquisition actually has been effected.

        "Registration Expenses" has the meaning set forth in Section 5.

        "Registration Period" has the meaning set forth in Section 2.2.

        "Registration Statement" means a registration statement of the Company, concerning the sale of its securities to the public, on an appropriate form under the Securities Act, including the Prospectus included therein, all amendments thereof and supplements thereto (including post-effective amendments) and all exhibits and all material incorporated by reference therein.

        "Securities Act" means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

        "Securities Laws" means the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder, and state and local "blue sky" securities laws.

        "Short-Form Registrations" has the meaning set forth in Section 2.1(a).

        2.    Demand Registration.    

3


4


        3.    Piggyback Registration.    

5


6


        4.    Registration Procedures.    Whenever McDonald's shall have made a Notice of Demand, the Company shall use all reasonable and diligent efforts to effect the registration and sale of such Registrable Shares in accordance with the intended method or methods of disposition thereof and, pursuant thereto, the Company shall as expeditiously as possible:

7


8


9


        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.    

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        8.    Indemnification and Contribution.    

11


12


13


        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.    

14


15


[Remainder of page intentionally left blank]

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        The parties hereto have executed this Agreement on the date first set forth above.

      CHIPOTLE MEXICAN GRILL, INC.

 

 

 


Name:
Title:

 

 

 

MCDONALD'S VENTURES, LLC

 

 

 


Name:
Title:

 

 

 


Kurt Altman

 

 

 


Michael Baghramian

 

 

 


Robert Bernstein

 

 

 


Michele Castle

 

 

 


Hardy W. Chan

 

 

 

The Marybeth Cohen Family Partnership

 

 

 


Name:
Title:

 

 

 


Marybeth Cohen

 

 

 


Robert P. Cook

 

 

 


Eda S. Cook

 

 

 


AnnMarie Don Vito
       
 C: 

17


 C: 

 

 

 


Robert Ells

 

 

 


Barbara Ells

 

 

 


Neil W. Flanzraich

 

 

 

The Neil W. Flanzraich Revocable Trust

 

 

 


Name:
Title:

 

 

 


Ken S. Fong

 

 

 


Pamela P. Fong

 

 

 


Tom Giordano

 

 

 


Melvyn Goodman

 

 

 


Cecilia Gowins

 

 

 


Marlane Harrington

 

 

 


Robert F. Hill

 

 

 


Laura Linkow Hill
       

18



 

 

 

Robert and Laura Linkow Hill Revocable Trust

 

 

 


Name:
Title:

 

 

 


Roy Kuramoto

 

 

 

MDG Company

 

 

 


Name:
Title:

 

 

 


Victoriano Pena

 

 

 


Andrew Petriwsky

 

 

 


Scott Shippey

 

 

 


Timothy Spong

 

 

 


John M. Thompson

 

 

 


Nancy R. Thompson

 

 

 


Jorge Velazquez

 

 

 


Kevin Wamego

 

 

 


Margaret [Willis / Zgol]

19



Schedule 1


Investors

McDonald's Ventures, LLC
1 Parkview Plaza, Suite 640
Oakbrook Terrace, IL 60181

w/ a copy to:

McDonald's Ventures, LLC
c/o McDonald's Corporation
Attn: General Counsel
2915 Jorie Blvd.
Oak Brook, IL 60523

Kurt Altman
4187 South Granby Circle
Aurora, CO 80014
(303) 810-5283

Michael Baghramian
29 Sea Isle Drive
Long Beach, CA 90803
home ph. (562) 434-1224
cell ph. (714) 396-9286
bus. Fax (714) 546-2654

Robert Bernstein
Bernstein-Rein Advertising, Inc.
4600 Madison, Suite 1500
Kansas City, MO 64112

Michele Castle
2761 Kendrick Street
Golden, CO 80401

Hardy W. Chan
ScinoPharm Taiwan, LTD.
No. 1 Nan-Ke Eighth Road
Tainan Science Industrial Park
Shan-Hua, Tainan County 741
Taiwan, R.O.C.

The Marybeth Cohen Family Partnership
538 Huckleberry Lane
Franklin Lakes, NJ 07417

Marybeth Cohen
538 Huckleberry Lane
Franklin Lakes, NJ 07417
(h) 201-788-5238

20


Robert P. and Eda S. Cook
171 Turnberry Road
Half Moon Bay, CA 94019

AnnMarie Don Vito
2007 West Evergreen Ave., Apt. #3
Chicago, IL 60622
Home: 773-276-7691

Robert and Barbara Ells
17 Sandstone St.
Portola Valley, CA 94028

Neil W. Flanzraich
IVAX Corporation
4400 Biscayne Boulevard
Miami, FL 33137

The Neil W. Flanzraich Trust
Revocable Trust UAD 6/10/88
c/o Mr. Neil W. Flanzraich
IVAX Corporation
4400 Biscayne Boulevard
Miami, FL 33137

Ken S. and Pamela P. Fong
P.O. Box 969
Menlo Park, CA 94026
Address until 10-04:
695 Oak Grove Avenue, Unit #330
Menlo Park, CA 94025
(650) 330-0889—tel.
(650) 330-0999—fax.

Tom Giordano
12975 Kilger Court
Pickerington, OH 43147

Melvyn Goodman
c/o L.A. Sani-Felt Co.
830 E. 59th Street
Los Angeles, CA 90001
(323) 233-5278
(323) 233-3187 (fax)

Cecilia Gowins
201 Jay Street
Lakewood, CO 80226

Marlane Harrington
4685 Honeymoon Bay Road
Freeland, WA 98249

Robert F. and Laura Linkow Hill
1441 18th Street, Suite 100
Denver, CO 80202

21


Robert and Laura Linkow Hill Revocable Trust
1441 18th Street, Suite 100
Denver, CO 80202

Roy Kuramoto
373 Pine Lane, #1112
Los Altos, CA 94022

MDG Company
c/o Mr. Melvyn Goodman
830 E. 59th Street
Los Angeles, CA 90001
(323) 233-5278
(323) 233-3187(fax)

Victoriano Pena
624 Winona Court
Denver, CO 80204

Andrew Petriwsky
c/o Katya Petriwsky
2134 S. Corona St.
Denver, CO 80210

Scott Shippey
5117 Maulding Pass
Austin, TX 78749

Timothy Spong
489 Catalpa Ct.
Louisville, CO 80027

John M. and Nancy R. Thompson
20 Sandstone
Portola Valley, CA 94028

Jorge Velazquez
216 Quart Street
Binghamton, NY 13901
(607) 760-3170

Kevin Wamego
2509 South Pittsburg Avenue
Tulsa, OK 74114

[Margaret Willis / Margaret Zgol—which is her name?
3153 Renaissance Drive
Rio Rancho, NM 87124]

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QuickLinks

TABLE OF CONTENTS
FORM OF REGISTRATION RIGHTS AGREEMENT
RECITALS
Investors

Dates Referenced Herein   and   Documents Incorporated by Reference

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