Exhibit
4.9


 




VOTING
AGREEMENT


 


Made
and Entered into in Ramat-Gan on the 5th of August, 2014


 


	Between:	Simon Anthony
    Fried, Identity Card No. 303447049 and/or anyone on his behalf
	 	 
	 	Of
                                         the First Part; 

	 	 
	And
    Between:	Amit Dror,
    Identity Card No. 038378568 and/or anyone on his behalf
	 	 
	 	Of
                                         the Second Part; 

	 	 
	And
    Between:	Dagi Shahar
    Ben-Noon, Identity Card No. 033420969 and/or anyone on his behalf
	 	 
	 	Of
                                         the Third Part;

        

	 	 
	And
    Between:	Sharon Fima,
    Identity Card No. 031927098 and/or anyone on his behalf
	 	 
	 	Of
    the Fourth Part;
	 	 
	 	Hereinafter
    Collectively: “the Parties”





 


	Whereas:	On May 18, 2014, 1) Z.B.I. Ltd.,
    Co. No. 520029109 (hereinafter: “the Company”, 2) Hyrax Technologies B.P. 2012 Ltd., Co. No. 514791870 (hereinafter:
    “Hyrax”) and 3) the Parties, entered into a private allocation agreement, as defined in the Securities Regulations
    (Private Offering of Securities in a Listed Company), 5760-2000 (hereinafter: “the Allocation
    Agreement” or
    “the Merger Transaction”);
    and
	 	 
	Whereas:	The
                                         Parties transferred to the Company, in the framework of the Allocation Agreement, all
                                         of their holdings in the shares of Hyrax, constituting 100% of the issued and paid-up
                                         share capital of Hyrax and in consideration for such transfer 69,313,028 ordinary shares
                                         of NIS 1 par value each of the Company will be allocated to the Parties, equally divided
                                         among the Parties (calculated prior to the capital merger). Such shares constitute a
                                         shareholding rate of 37.38% of the Company’s issued and paid-up share capital without
                                         dilution (hereinafter: “the Allocated
                                         Shares”) and in addition 43,223,293 warrants
                                         exercisable into 43,223,293 ordinary shares of NIS 1 par value each of the Company, which
                                         shall be considered as the “Milestone Shares”, and equally divided among
                                         the shareholders of Hyrax, subject to the Company’s compliance with the Milestones
                                         set forth in the Allocation Agreement (hereinafter: “the Warrants”);
                                         and 
	 	 
	Whereas:	Under
                                         the Allocation Agreement the Parties (the “Offerees” in the Allocation Agreement)
                                         have undertaken and declared their intention to enter into a voting agreement with respect
                                         to their shareholdings in the Company following such allocation and would therefore be
                                         deemed to be as “jointly holding” the shares of the Company, within the meaning
                                         of the term “control” in the Securities Law, 5728- 1968; and



 






    	 	1	 



    	 	 	 



    

 


	Whereas:	In
                                         view of the aforesaid and since as at the date of signing this Agreement, such Allocated
                                         Shares and Warrants have been allocated to the Parties and due to the fact that the Parties
                                         jointly hold securities and/or share of Z.B.I. Ltd., a public company registered in Israel,
                                         Public Co. No. 52009109, whose shares are listed for trade at the Tel-Aviv Stock Exchange
                                         (hereinafter: “the Company”);
                                         and
	 	 
	Whereas:	The
                                         Parties are interested in regulating their relationships as a “Controlling Block”
                                         as such term is defined in the Companies Law, 5759 - 1999: Namely, shares conferring
                                         25 percent or more of the total voting rights at the general meeting; 



 


Therefore,
it was Declared, Stipulated and Agreed between the Parties as Follows:


 


	1.	Preamble and Interpretation




 


		1.1	The
                                         preamble to this Agreement constitutes an integral part hereof and shall be read together
                                         with all the other sections hereof.
	 	 	 
		1.2	The
                                         section headings in this Agreement are for convenience only and shall not be taken into
                                         account in interpreting this Agreement.



 


No
modifications, supplements or deletions made after the signing date hereof to any of the provisions of this Agreement shall be
effective unless made in writing and signed by all the Parties.


 





	 	1.3	None
    of the provisions and terms included in this Agreement shall in any manner derogate from any of the other provisions or terms
    but rather supplement same, unless stated otherwise herein.
	 	 	 
	 	1.4	Provisions
    and/or expressions importing the singular shall include the plural and vice versa. Provisions and/or expressions importing
    the feminine gender shall include the masculine gender and vice versa and references to persons shall include corporations
    and vice versa.
	 	 	 
	 	1.5	Each
    Annex attached hereto constitutes an integral part of this Agreement.







 


	2. 	Voting




 


		2.1	The
                                         Parties undertake to act with their shares in the Company as a Controlling Block.
	 	 	 
		2.2	The
                                         Parties agree to hold a meeting of the Parties, prior to the convening of any general
                                         meeting of the Company’s shareholders, in which they will agree how to vote as
                                         shareholders in the Company’s general meeting (hereinafter: “the Resolution”).



 


It
is clarified that the Company’s management by the Parties will be conducted in the form of a Controlling Block and the Parties’
will manage the Company as a Controlling Block.


 






    	 	2	 



    	 	 	 



    

 


		2.3	The
                                         resolution will be adopted by unanimous consent. In the absence of consent between the
                                         Parties, the majority votes of the Parties hereto shall govern how the Parties would
                                         vote at the general meeting of the Company’s shareholders. In the absence of a
                                         majority vote as to the manner of voting, the Parties hereto will appoint Mr. Amit Dror
                                         to determine the Parties manner of voting at the general meeting of the Company’s
                                         shareholders. 
	 	 	 
		2.4	It
                                         is agreed that where an agreement with one of the Parties hereto is brought for approval
                                         before the general meeting of the Company (other than an appointment of directors to
                                         the Company), then the other Parties will be free to vote, at their discretion, at the
                                         general meting.



 


	3. 	Sale of shares




 


In
the event that any of the Parties hereto proposes to sell his shares in the Company to a third party, such proposing party undertakes
to comply with the following terms in the sale of his shares in the Company:


 


	 	3.1	Right of First Refusal:




 


		3.1.1	No
                                         Party may transfer all or part of his shares, for consideration and/or without consideration
                                         and/or by any other means, unless first offering such shares to each of the Parties to
                                         this Agreement (hereinafter: “the Offerees”)
                                         and each of the Offerees shall have the preemptive right, subject to the conditions of
                                         the right of first refusal, to purchase such offered shares.
                                         
	 	 	 
		3.1.2	The
                                         offer will be made in writing and sent by registered mail and email to the addressee’s
                                         address and set forth the number of shares offered for sale or transfer, the name of
                                         the person or corporation to whom the proposing shareholder wishes to sell or transfer
                                         the offered shares, the proposed payment amount offered for the purchase of the proposed
                                         shares, the payment term and any other relevant information (hereinafter, in this section:
                                         “the Offer”).
	 	 	 
		3.1.3	The
                                         Offer will be sent to all the Parties to this Agreement.
	 	 	 
		3.1.4	The
                                         Offerees (the remaining Parties) will be entitled, for a period of 21 days after receipt
                                         of the said Offer (hereinafter: “the
                                         Refusal
                                         Right Period”)
                                         to purchase all or part of the offered shares. The exercise of the Right of Refusal under
                                         this section will be made by sending or delivery of an unqualified written notice by
                                         the Offeree, delivered to the offeror prior to the expiry of the designated period (hereinafter
                                         in this section - “the
                                         Acceptance
                                         Notice”).
	 	 	 
		3.1.5	The
                                         offered shares and/or rights, as set forth in the Offer, will be transferred and sold,
                                         within 5 business days after the end of the said 21 days Period, to each of the Offerees
                                         who delivered an Acceptance Notice, under the conditions of the Offer and against the
                                         consideration stipulated in the Offer.



 






    	 	3	 



    	 	 	 



    

 


		3.1.6	Where
                                         several Acceptance Notices are delivered from various Offerees, then the shares will
                                         be transferred and sold to all such Offerees in accordance with their (respective) Offers.
                                         To the extent that several Offerees are interested in purchasing all of the shares offered
                                         by the proposing shareholder, then such shares will be equally distributed between such
                                         Offerees, so that an equal number of shares are transferred and sold to each of the Offerees.
	 	 	 
		3.1.7	In
                                         the event that the Offeree gives notice of his refusal to purchase the offered shares,
                                         or provides no response and/or fails to transfer the required amounts on account of the
                                         offered shares, on the dates stipulated herein, such Offeree shall be deemed to have
                                         refused to purchase the offered shares.
	 	 	 
		3.1.8	In
                                         the event that the Offeree fails to exercise his right to purchase all such offered shares,
                                         then the proposing shareholder will be entitled to transfer all the offered shares to
                                         the purchaser set forth in his Offer, under the conditions set forth in such Offer, during
                                         a further period of 30 days following the expiry of the Refusal Period given to the other
                                         Party hereto.
	 	 	 
		3.1.9	If
                                         the proposing shareholder fails to transfer the shares offered by him as aforesaid, within
                                         such period, the proposing shareholder may no longer offer all (or any part of) his shares
                                         to other/s, unless first offering such shares once again, in the manner provided in this
                                         section, and in such case, the offer would be deemed to be a new offer and all the other
                                         provisions set forth in this section and anything arising there from shall apply.
	 	 	 
		3.1.10	Notwithstanding
                                         the foregoing, a shareholder may transfer such shares without being required to first
                                         offer same to the other shareholders, to his close (first degree) family members (if
                                         an individual) and to corporations wholly controlled by the shareholder or to another
                                         corporation controlled by the same shareholders controlling the transferring shareholder
                                         or the shareholders thereof (if a corporation) (hereinafter: “Permitted
                                         Transferee”).



 


	 	3.2	Joining the Sale of the Company Shares (Tag-Along)




 


		3.2.1	If
                                         and to the extent that any of the Parties to this Agreement (hereinafter: “the
                                         Seller”)
                                         is interested in selling his shares to someone other than his Permitted Transferee (hereinafter:
                                         “the Purchaser”
                                         or “the
                                         Sale Transaction”,
                                         as the case may be), then the other Party/Parties to this Agreement may join the Sale
                                         Transaction under the same sale conditions as agreed between the Purchaser and the Seller,
                                         in proportion to the amount of Company shares held at that time by the Seller, and the
                                         shares in the Company held at that time by the other Party to this Agreement.



 






    	 	4	 



    	 	 	 



    

 


	 	3.2.2	The manner of exercising the Tag-Along right is as follows:



 






		3.2.2.1	Within
                                         7 (seven) days after receipt of the Seller’s written notice setting forth the Seller's
                                         offer to sell his shares, the other party to the agreement will notify whether he is
                                         interested in joining the Sale Transaction (hereinafter: “the
                                         Tag-Along
                                         Notice”).
                                         The Tag-Along Notice will be irrevocable and unconditional.
	 	 	 
		3.2.2.2	If
                                         the Tag-Along Notice is delivered within the prescribed date, then the shares of the
                                         Company held by the other shareholder will be included in the Sale Transaction.



 




		3.2.3	In
                                         the event that such shares are not sold within 7 days following the expiry of the 7 days
                                         period set forth in section 3.2.2.1 above, then the rights of the shareholder as set
                                         forth in sections 3.1 and 3.2 hereto shall apply again. 
	 	 	 
		3.2.4	In
                                         the event of a conflict between the rights conferred under section 3.1 and the rights
                                         conferred under this section 3.2, the provisions of section 3.1 shall prevail.
	 	 	 
		3.2.5	The
                                         Parties to this Agreement undertake to notify any of the other Parties hereto of the
                                         sale of shares at the close of each trading day in which sale transactions in any of
                                         the Company’s securities are executed, and set forth in such notice the amount
                                         of sold securities and the consideration received for such. 
	 	 	 
		3.2.6	The
                                         Parties hereto undertake to forward any profits accrued for such sale of securities as
                                         set forth in this Agreement above;



 


	4.	Miscellaneous




 


		4.1	The
                                         Parties declare, that save as provided in this Agreement and the provisions hereof, they
                                         do not have and shall have no rights and/or claims and/or demands whatsoever against
                                         each other.
	 	 	 
		4.2	This
                                         Agreement reflects the entire agreement reached by the Parties hereto, including by all
                                         their successors and/or anyone on their behalf and revokes any other contacts, representations
                                         or understandings made, if any, prior to the signing of this Agreement, except the trust
                                         agreement dated August 25, 2014 entered between the Parties and the trustee.



 






    	 	5	 



    	 	 	 



    

 


		4.3	No
                                         consent by any of the Parties to deviate from any of the terms of this Agreement, in
                                         any particular case or series of cases, shall constitute a precedent, and no inference
                                         shall be made therefrom to any other future cases.
	 	 	 
		4.4	No
                                         Party’s failure to exercise or a delay in exercising any of the rights conferred
                                         thereto under this Agreement and/or under the law in any particular case or series of
                                         cases shall be deemed to be a waiver of such rights or any other rights whatsoever.
	 	 	 
		4.5	Notices
                                         in connection with this Agreement shall be sent by registered mail or transmitted by
                                         email or facsimile to the addresses of the addressees or personally served at the addresses
                                         of the Parties as set forth in the preamble hereto (or any address of which duly written
                                         notice is delivered), and any such notice shall be deemed to have been served upon the
                                         addressee at the earlier of the following dates: upon actual delivery (or offering thereof
                                         to the addressee, in the event of a refusal to accept service), upon transmission by
                                         facsimile, or the date of sending the email or at the expiry of three (3) business days
                                         following the posting of such notice by registered mail.
	 	 	 
		4.6	The
                                         competent court in the Tel-Aviv Yafo district shall have subject matter jurisdiction
                                         in any disputes arising from this Agreement, or the existence, breach or interpretation
                                         thereof.
	 	 	 
		4.7	The
                                         Parties declare that they have carefully read this Agreement and signed it of their good
                                         and free will after having understood the contents hereof. 



 


In
Witness Whereof the Parties Have Set Their Hand,

at the Company’s Offices at 13 Einstein Street, Ness Ziona


on
August 5, 2014:


 


	/s/
    Simon Anthony Fried 	 	/s/
    Amit Dror	 	/s/
    Dagi Shahar Ben-Noon	 	/s/
    Sharon Fima
	Simon Anthony
    Fried	 	Amit Dror	 	Dagi Shahar Ben-Noon	 	Sharon Fima


 


 




6