definiens: means any short sale ( whether or not against the box ) orany purchase, sale or grant of any right ( including, without limitation, any put or call option ) withrespect to any security ( other than a broad - based market basket or index ) that includes, relates toor derives any significant part of its value from the Lock - Up Shares . Notwithstanding theforegoing, each Contributor may transfer any or all of the Lock - Up Shares ( A ) to an immediatefamily member or a trust formed for the direct or indirect benefit of such Contributor or animmediate family member of such Contributor, ( B ) by gift, will or intestacy, ( C ) to any 6corporation, partnership, limited liability company or other entity all of the beneficial ownershipinterests of which are held by such Contributor or the immediate family of such Contributor, ( D ) ifsuch Contributor is a corporation, partnership or other business entity ( 1 ) to another corporation, partnership or other business entity that is a controlled or managed affiliate of such Contributor or(2 ) as part of a disposition, transfer or distribution by such Contributor to its equity holders, partners, members or affiliates or any of its affiliates ’ directors, officers and employees or ( E ) ifsuch Contributor is a trust, to a trustee or beneficiary of the trust ; provided, however, that, in eachsuch case, it shall be a condition to the transfer that the transferee execute an agreement statingthat the transferee is receiving and holding the Lock - Up Shares subject to the provisions of thisSection 1.4, and there shall be no further transfer of such Lock - Up Shares except in accordancewith this Section 1.4 . For purposes of the foregoing, means any relationshipby blood, marriage, domestic partnership or adoption, no more remote than a first cousin