And I will explain.
- The loan agreement between Geffen and Polybit, which does not contain an arbitration clause, does not stand alone. It involves the three agreements, mainly the shareholders' agreement, and clause 7 thereof, which establishes the principle of granting the loan:
- Gefen Loan to the Company
7.1 Loan Principal. Gefen shall provide the Company with a loan principal in the sum of US$ 1,000,00 (one million U.S dollars), to be granted for the purpose of Platform development and agent acquisitions, all under the provisions of this section 7 (the "Loan").
The loan agreement itself also refers to clause 7 of the shareholders' agreement:
" WHEREAS. under sec.7 of the shareholders agreement dated January 1 2020, between Gefen and other shareholders of Polibit Gefen committed to provide a loan to Polibit within 30 days after an IPO in Gefen as described below "
The loan is granted to Polybit for the purpose of realizing the merger transaction and financing the acquisition of the insurance agencies.
In order to complete the binding between the three agreements and the loan agreement, it must be noted that Polybit does not deny that it received the full amount of the loan as agreed, it does not claim at all that Geffen breached the loan agreement against it, and its claim to be exempted from the repayment of the loan is based only on its claims that Geffen breached the three agreements entered into with respondents 2-4. and for the alleged fraudulent acts that she took against them, while seeking to deduct from her debt for the repayment of the loan the compensation due to respondents 2-4 by Geffen.
- Moreover, Anyone who has connected the two agreements in a way that he considers "1 Package"In his own words, they are all the respondents themselves.
In a letter dated August 24, 2023 sent by the firm of Friedman Junger, which represents both respondents 2-4 and Polybit, entitled "Demand for Cancellation of Agreements Due to Fraudulent Acts and Demand for Refund of Consideration"; In its introduction, it was noted that "sent on behalf of our clients, H.H. Amit Ofri, Nir Ofri, Nitzan Shmeiser, and Polybit Insurance Agency (2011) Ltd. (hereinafter, collectively: 'Polybit')..."