The execution, delivery and performance by the Sabby Parties of this Agreement, the Series A Warrant Amendments, the General Releases and the consummation by the Sabby Parties of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Sabby Parties, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Sabby Parties are a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Sabby Parties, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sabby Parties to perform its obligations hereunder.