SC TO-I

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

JACADA LTD.

(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))

Ordinary Shares, par value NIS 0.01 per share

(Title of Class of Securities)

M6184R101

(CUSIP Number of Class of Securities)

Tzvia Broida

Chief Financial Officer

11 Galgalei Haplada Street

P.O. Box 12175

Herzliya 46722, Israel

(972) 9-952-5900

(Name, address and telephone number of person authorized to receive notices and communication on behalf of Filing Persons)

Copies to:

Dan Geva, Adv. and David S. Glatt, Adv. Meitar Liquornik Geva & Leshem Brandwein 16 Abba Hillel Silver Road Ramat Gan 52506, Israel Tel: (972) 3-610-3100 Elliott Press, Esq. Katten Muchin Rosenman LLP 575 Madison Avenue New York, New York 10022 Tel: (212) 940-6348

CALCULATION OF REGISTRATION FEE

Transaction Valuation*	Amount of Filing Fee**
$16,000,000	$628.80

* Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 4,000,000 ordinary shares at the maximum tender offer price of $4.00 per share.

** The Amount of Filing Fee calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $39.30 for each $1,000,000 of the value of the transaction.

¨ Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transaction to which the statement relates:

¨ third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

INTRODUCTION

This Tender Offer Statement on Schedule TO relates to the offer by Jacada Ltd., an Israeli company (“Jacada” or the “Company”), to purchase up to 4,000,000 of its ordinary shares, par value NIS 0.01 per share, at a purchase price not greater than $4.00 nor less than $3.50 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 14, 2008 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO, as more particularly described below.

Item 1. Summary Term Sheet.

The information set forth in the Offer to Purchase under “Summary Term Sheet” is incorporated herein by reference.

Item 2. Subject Company Information.

(a) The name of the issuer is Jacada Ltd., an Israeli company, and the address of its principal executive office is 11 Galgalei Haplada Street, P.O. Box 12175, Herzliya 46722, Israel. The telephone number of its principal executive offices is (972) 9-952-5900.

(b) The information set forth in the Offer to Purchase under “Introduction” is incorporated herein by reference.

(c) The information set forth in the Offer to Purchase under Section 7 (“Price Range of the Shares”) is incorporated herein by reference.

(d), (e) and (f) Not applicable.

Item 3. Identity and Background of Filing Person.

(a) The Company is the filing person. The Company’s address and telephone number are set forth in Item 2 above. The information set forth in the Offer to Purchase under Section 10 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

(b), (c) and (d) Not applicable.

Item 4. Terms of the Transaction.

(a) The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:

• “Summary Term Sheet”;

• “Introduction”;

• Section 1 (“Number of Shares; Price; Priority of Purchase; Expiration”);

• Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”);

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• Section 3 (“Procedures for Tendering Shares”);

• Section 4 (“Withdrawal Rights”);

• Section 5 (“Purchase of Shares and Payment of Purchase Price”);

• Section 6 (“Conditions of the Tender Offer”);

• Section 8 (“Sources and Amount of Funds”);

• Section 10 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”);

• Section 12 (“Legal Matters and Regulatory Approvals”);

• Section 13 (“Material United States Federal Income Tax and Israeli Income Tax Considerations”);

• Section 14 (“Extension of the Tender Offer; Termination; Amendment”); and

• Section 16 (“Miscellaneous”).

(b) The information set forth in the Offer to Purchase under “Introduction” and under Section 10 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

(c), (d), (e) and (f) Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a), (b), (c) and (d) Not applicable.

(e) The information set forth in the Offer to Purchase under Section 10 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a), (b) and (c)(1)-(10) The information set forth in the Offer to Purchase under Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”) is incorporated herein by reference.

(d) Not applicable.

Item 7. Source and Amount of Funds or Other Consideration.

(a) The information set forth in the Offer to Purchase under Section 8 (“Source and Amount of Funds”) is incorporated herein by reference.

(b) The information set forth in the Offer to Purchase under Section 6 (“Conditions of the Tender Offer”) is incorporated herein by reference.

(c) Not applicable.

(d) The information set forth in the Offer to Purchase under Section 8 (“Source and Amount of Funds”) is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

(a) and (b) The information set forth in the Offer to Purchase under Section 10 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) The information set forth in the Offer to Purchase under Section 15 (“Fees and Expenses”) is incorporated herein by reference.

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(b) Not applicable.

Item 10. Financial Statements.

(a) and (b) Not applicable.

Item 11. Additional Information.

(a) The information set forth in the Offer to Purchase under Section 10 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), Section 9 (“Information about Jacada Ltd.”), Section 11 (“Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act”) and Section 12 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference. To the knowledge of the Company, no material legal proceedings relating to the tender offer are pending.

(b) The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.

Item 12. Exhibits.

(a)(1)(A)	Offer to Purchase dated August 14, 2008.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated August 14, 2008.
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated August 14, 2008.
(a)(1)(F)	Letter to Jacada Shareholders dated August 14, 2008.
(a)(1)(G)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(H)	Guidelines for Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding on Form W-8
(a)(1)(I)	Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”).
(a)(2)	Not Applicable.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(a)(5)(A)	Text of Press Release issued by Jacada on August 14, 2008.
(a)(5)(B)*	Form of Cover of ‘Mifrat’ to be filed with the Israeli Securities Authority on August 14, 2008.
(a)(5)(C)*	Form of Acceptance Notices to be filed with the Israeli Securities Authority on August 14, 2008.
(b)	Not Applicable.
(d)(1)	1996 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.2 to Jacada’s Registration Statement filed on Form F-1 (file no. 333-10882)).
(d)(2)	1999 Share Option and Incentive Plan (incorporated by reference to Exhibit 10.3 to Jacada’s Registration Statement filed on Form F-1 (file no. 333-10882)).
(d)(3)	Amendment to 1999 Share Option and Incentive Plan (incorporated by reference to Exhibit 10.2 to Jacada’s Registration Statement on Form S-8 (file no. 333-73650)).
(d)(4)	2003 Share Option Plan (incorporated by reference to Exhibit 99.1 to Jacada’s Registration Statement on Form S-8 (file no. 333-111303)).
(g)	Not Applicable.
(h)	Not Applicable.

* English translation from Hebrew.

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Item 13. Information Required by Schedule 13E-3.

Not Applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 14, 2008	JACADA LTD.
	By:	/s/ Tzvia Broida
	Name:	Tzvia Broida
	Title:	Chief Financial Officer

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Exhibit Index

(a)(1)(A)	Offer to Purchase dated August 14, 2008.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated August 14, 2008.
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated August 14, 2008.
(a)(1)(F)	Letter to Jacada Shareholders dated August 14, 2008.
(a)(1)(G)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(H)	Guidelines for Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding on Form W-8
(a)(1)(I)	Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”).
(a)(2)	Not Applicable.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(a)(5)(A)	Text of Press Release issued by Jacada on August 14, 2008.
(a)(5)(B)*	Form of Cover of ‘Mifrat’ to be filed with the Israeli Securities Authority on August 14, 2008.
(a)(5)(C)*	Form of Acceptance Notices to be filed with the Israeli Securities Authority on August 14, 2008.
(b)	Not Applicable.
(d)(1)	1996 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.2 to Jacada’s Registration Statement filed on Form F-1 (file no. 333-10882)).
(d)(2)	1999 Share Option and Incentive Plan (incorporated by reference to Exhibit 10.3 to Jacada’s Registration Statement filed on Form F-1 (file no. 333-10882)).
(d)(3)	Amendment to 1999 Share Option and Incentive Plan (incorporated by reference to Exhibit 10.2 to Jacada’s Registration Statement on Form S-8 (file no. 333-73650)).
(d)(4)	2003 Share Option Plan (incorporated by reference to Exhibit 99.1 to Jacada’s Registration Statement on Form S-8 (file no. 333-111303)).
(g)	Not Applicable.
(h)	Not Applicable.

* English translation from Hebrew.

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EX-99.A(1)(A)

Exhibit (a)(1)(A)

Offer To Purchase for Cash

By

JACADA LTD.

Of

up to 4,000,000 of its Ordinary Shares

at a Purchase Price Not Greater Than $4.00 nor Less Than $3.50 Per Share

IN AN OFFER BEING CONDUCTED IN THE UNITED STATES AND ISRAEL

THE OFFER AND WITHDRAWAL RIGHTS WILL

EXPIRE AT 5:00 P.M., NEW YORK TIME, OR 12:00 MIDNIGHT, ISRAEL TIME, ON SEPTEMBER 15, 2008, UNLESS THE OFFER IS EXTENDED.

Jacada Ltd., an Israeli company (“Jacada”, “we,” or “us”), is offering to purchase up to 4,000,000 of its Ordinary Shares, par value NIS 0.01 per share (the “Ordinary Shares”), at a price not greater than $4.00 nor less than $3.50 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in this Offer to Purchase and the Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”). Unless the context otherwise requires, all references to shares shall refer to the Ordinary Shares.

We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. We are offering to purchase up to a maximum of 4,000,000 shares in the Offer. Subject to the conditions of the Offer, we will determine a single share price, not greater than $4.00 nor less than $3.50 per share, that we will pay for shares properly tendered and not properly withdrawn in the Offer.

We will pay for the shares in cash, less any applicable withholding taxes and without interest. After the Offer expires, we will look at the prices chosen by shareholders for all of the shares properly tendered. We will then select the lowest purchase price (in increments of $0.10) within the price range specified above that will allow us to purchase up to a maximum of 4,000,000 shares. All shares we acquire in the Offer will be acquired at the same purchase price regardless of whether the shareholder tendered at a lower price. We will purchase only shares properly tendered at prices at or below the purchase price we determine and not properly withdrawn. However, because of the proration provision described in this Offer to Purchase, we may not purchase all of the shares tendered at or below the purchase price if, based on the purchase price we determine, more than 4,000,000 shares are properly tendered and not properly withdrawn. We will return to the tendering shareholders shares tendered at prices above or below the price range specified above and shares that we do not purchase because of proration, at our expense promptly after the Offer expires. See Section 3.

THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, NOR IS THE OFFER CONDITIONED ON THE AVAILABILITY OF FINANCING. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.

Questions and requests for assistance may be directed to MacKenzie Partners, Inc. (the “Information Agent”) at its address and telephone number set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery should be directed to the Information Agent. In Israel, information concerning the Offer is available from our legal counsel, Meitar Liquornik Geva & Leshem Brandwein, at its address and telephone number set forth on the back cover of this Offer to Purchase.

August 14, 2008

The shares are listed and traded on the Nasdaq National Market (“Nasdaq”) and on the Tel Aviv Stock Exchange (“TASE”) both under the symbol “JCDA” (or its Hebrew equivalent). On August 13, 2008, the latest practicable date prior to the date of this Offer to Purchase, the reported closing price of the shares on Nasdaq was $3.70 per share and NIS 12.72 ($3.54 based on an exchange rate of NIS 3.594 per United States dollar as of such date) on the TASE. Shareholders are urged to obtain current market quotations for the shares. See Section 7.

Neither our management, our Board of Directors, nor the Information Agent has made any recommendation to any shareholder as to whether to tender or refrain from tendering any shares or as to the price or prices at which shareholders may choose to tender their shares. We have not authorized any person to make any recommendation. You should carefully evaluate all information in the Offer and should consult your own investment and tax advisors in determining whether to tender shares and the price or prices at which you will tender them. In doing so, you should read carefully the information in this Offer to Purchase and in the Letter of Transmittal. All of our directors and executive officers have advised us that they do not intend to tender any of their shares in the Offer. See Section 10.

The offer is being conducted simultaneously in the United States and Israel. Pursuant to the Israeli Securities Law, 5728-1968 and the regulations promulgated thereunder relating to tender offers, to which we collectively refer as the Israeli Securities Law, we have filed this Offer to Purchase together with a cover statement in the Hebrew language with the Israeli Securities Authority, or the ISA, and the TASE. We have also filed an English translation of the cover statement from the Hebrew language as an exhibit to the Schedule TO that we filed with the United States Securities and Exchange Commission, or the SEC.

The Offer has not been approved or disapproved by the SEC, any state securities commission, or the ISA, nor has the SEC, any state securities commission or the ISA passed upon the fairness or merits of the offer or upon the accuracy or adequacy of the information contained in this Offer to Purchase. Any representation to the contrary is a criminal offense.

IMPORTANT

If you want to tender all or part of your shares, you must do one of the following before the Offer expires:

• holders of Ordinary Shares who hold their shares through a TASE member, or who are named as holders of Ordinary Shares in the Register of Shareholders of Jacada in Israel, should tender their Ordinary Shares to Clal Finance Batucha Investment Management Ltd., the Israeli Depositary, pursuant to the instructions in Section 3. All other holders of Ordinary Shares should tender their shares to American Stock Transfer & Trust Company, the U.S. Depositary (which we refer to, together with the Israeli Depositary, as the “Depositaries”), pursuant to the instructions in Section 3. For the addresses and telephone numbers of our Depositaries, see the back cover of this Offer to Purchase;

• if your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your shares for you;

• if you are an institution participating in The Depository Trust Company, tender your shares according to the procedure for book-entry transfer described in Section 3 of this Offer to Purchase; or

• if you are a holder of vested options to purchase shares under Jacada’s share options plans, you may exercise your vested options, subject to Jacada’s trading policy, and tender any of the shares issued upon exercise.

if you want to tender your shares, but (a) the certificates for your shares are not immediately available or cannot be delivered to the Depositaries by the expiration of the Offer, (b) you cannot comply with the procedure for book-entry transfer by the expiration of the Offer, or (c) your other required documents cannot be delivered to the Depositaries by the expiration of the Offer, you can still tender your shares if you comply with the guaranteed delivery procedures described in Section 3.

2

If you wish to maximize the chance that your shares will be purchased in the Offer, you should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Offer.” If you agree to accept the purchase price determined in the Offer, your shares will be deemed to be tendered at the minimum price of $3.50 per share. You should understand that this election may lower the purchase price paid for all purchased shares in the Offer and could result in your shares being purchased at the minimum price of $3.50 per share. The lower end of the price range for the Offer is below the closing market price for the shares on August 13, 2008, the date prior to the date of this Offer to Purchase, when the closing market price on Nasdaq was $3.70 and NIS 12.72 ($3.54 based on an exchange rate of NIS 3.594 per United States dollar as of such date) on the TASE.

We are not making the Offer to, and will not accept any tendered shares from, shareholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make this Offer to shareholders in any such jurisdiction.

If you have any questions regarding the Offer, please contact MacKenzie Partners, Inc., the Information Agent for the Offer, at (212) 929-5500 (Call Collect) or Toll-Free (800) 322-2885. In Israel, information concerning the Offer is available from our legal counsel, Meitar Liquornik Geva & Leshem Brandwein, at its address and telephone number set forth on the back cover of this Offer to Purchase.

Additional copies of this Offer to Purchase, the Letter of Transmittal and other related materials may be obtained from the Information Agent or the Depositaries upon request.

We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares or as to the purchase price or purchase prices at which you may choose to tender your shares in the Offer. You should rely only on the information contained in this Offer to Purchase or to which we have referred you. We have not authorized anyone to provide you with information or to make any representation in connection with the Offer other than those contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation, gives you any information or makes any representation, you must not rely upon that recommendation, information or representation as having been authorized by us, or the Information Agent.

Unless the context otherwise requires, all references in this Offer to Purchase to “Jacada”, “us”, “we”, and “our” are to Jacada Ltd., all references to “Nasdaq” are to the Nasdaq National Market, all references to “TASE” are to the Tel Aviv Stock Exchange Ltd., all references to “dollars” or “$” are to United States dollars, all references to “NIS” are to New Israeli Shekel, and all references to the “Israeli Companies Law” are to the Israeli Companies Law 5759-1999.

Unless otherwise indicated or the context otherwise requires, for purposes of this Offer to Purchase, (i) an “Israeli business day” means any day on which most of the banking institutions in Israel are open for business and (ii) a “U.S. business day” means any day other than a Saturday, Sunday, U.S. federal holiday or any other day on which the banks in the U.S. are permitted not to be open for business.

Any references to “SEC Rule” or “Rule” are to rules promulgated under the Securities and Exchange Act of 1934.

3

TABLE OF CONTENTS

	Page
SUMMARY TERM SHEET	5
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS	13
INTRODUCTION	14
THE TENDER OFFER	16
1. Number of Shares; Price; Priority of Purchase	16
2. Purpose of the Tender Offer; Certain Effects of the Tender Offer	18
3. Procedures for Tendering Shares	20
4. Withdrawal Rights	27
5. Purchase of Shares and Payment of Purchase Price	28
6. Conditions of the Tender Offer	30
7. Price Range of the Shares	31
8. Source and Amount of Funds	32
9. Information About Jacada Ltd.	32
10. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares	34
11. Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act	36
12. Legal Matters; Regulatory Approvals	37
13. Material U.S. Federal Income Tax and Israeli Income Tax Considerations	38
14. Extension of the Tender Offer; Termination; Amendment	46
15. Fees and Expenses	47
16. Miscellaneous	48

4

SUMMARY TERM SHEET

We are providing this summary term sheet for your convenience. Jacada Ltd. is at times referred to as “Jacada”, “we”, “our” or “us.” We refer to our Ordinary Shares as the “shares.” This summary term sheet highlights the material information in this Offer to Purchase, and is not meant to be a substitute for the information contained in the remainder of this Offer to Purchase, and the information contained in this summary term sheet is qualified in its entirety by the fuller descriptions and explanations contained in the later pages of this Offer to Purchase. The following are some of the questions you, as a shareholder of Jacada, may have about the Offer and answers to those questions. We urge you to read carefully the entire Offer to Purchase and the Letter of Transmittal and other related documents delivered to you prior to making any decision regarding whether to tender your shares. We have included references to the sections of this Offer to Purchase where you will find a more complete discussion where helpful.

Who is offering to purchase my shares?

Jacada Ltd.

What is Jacada offering to purchase?

We are offering to purchase up to a maximum of 4,000,000 shares.

What will the purchase price for the shares be and what will be the form of payment?

We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The lowest price that may be specified is $3.50. The prices that may be specified increase in increments of $0.10 up to $4.00, the highest price that may be specified.

The price range for the Offer is $3.50 to $4.00 per share. After the Offer expires, we will look at the prices chosen by shareholders for all of the shares properly tendered. We will then select the lowest purchase price that will allow us to buy up to a maximum of 4,000,000 shares. The lower end of the price range for the Offer is below the closing market price for the shares on August 13, 2008, the date prior to the date of this Offer to Purchase, when the closing market price on Nasdaq was $3.70 and NIS 12.72 ($3.54 based on an exchange rate of NIS 3.594 per United States dollar as of such date) on the TASE. The higher end of the price range is above this closing market price. If fewer shares are properly tendered, we will select the lowest price that will allow us to buy all the shares that are properly tendered and not properly withdrawn.

All shares we purchase will be purchased at the same price, even if you have selected a lower price, but we will not purchase any shares above or below the price range of the Offer.

If you wish to maximize the chance that your shares will be purchased, you should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Offer” indicating that you will accept the purchase price we determine. If you agree to accept the purchase price determined in the Offer, your shares will be deemed to be tendered at the minimum price of $3.50 per share. You should understand that this election may lower the purchase price paid for all shares in the Offer and could result in your shares being purchased at the minimum price of $3.50 per share.

If your shares are purchased in the Offer, we will pay you the purchase price in cash, less any applicable withholding taxes and without interest, promptly after the Offer expires. All shareholders tendering their Jacada shares in the Offer will be paid solely in United States dollars. See Sections 1 and 5. Under no circumstances will we pay interest on the purchase price, even if there is a delay in making payment.

5

How many shares is Jacada offering to purchase in the Offer?

We are offering to purchase not more than 4,000,000 of our Ordinary Shares. If, based on the purchase price we determine, more than 4,000,000 shares are properly tendered and not properly withdrawn, we will purchase all shares tendered at or below the purchase price determined in the Offer on a pro rata basis. The Offer is not conditioned on any minimum number of shares being tendered, but is subject to certain other conditions. See Section 6.

How will Jacada pay for the shares?

The aggregate purchase price will be up to $16 million. We anticipate that we will pay for the shares tendered in the Offer, as well as related fees and expenses, from our cash, cash equivalents and marketable securities.

Do you have the financial resources to pay the purchase price in the Offer?

Yes. The purchase of the Jacada shares in the Offer will be financed by our own internal resources. The Offer is not conditioned on the availability of financing.

In accordance with Israeli law, in order to secure the payment for the Jacada shares tendered in the Offer, the Israeli Depositary, which is a member of the TASE, has agreed to guarantee our obligation to pay for the shares. To secure this guarantee, we have engaged the Israeli Depositary to act as an escrow agent and will deposit, four (4) Israeli trading days prior to the Expiration Date, cash into an escrow account in an amount sufficient to pay for the maximum number of shares that we are offering to purchase in the Offer.

How long do I have to tender my shares; can the Offer be extended, amended or terminated?

You may tender your shares until the Offer expires. The Offer will expire at 5:00 p.m., New York time (12:00 midnight, Israel time), on September 15, 2008, unless extended (such date and time, as they may be extended, the “Expiration Date” and “Expiration Time,” respectively). See Section 1. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely the nominee has established an earlier deadline for you to act to instruct the nominee to accept the Offer on your behalf. We encourage you to contact your broker, dealer, commercial bank, trust company or other nominee to find out the nominee’s deadline. See Section 3.

We may choose to extend the Offer at any time and for any reason, subject to applicable laws. See Section 14. We cannot assure you that we will extend the Offer. If we extend the Offer, we will delay the acceptance of any shares that have been tendered on or before September 15, 2008 until the end of the extension period. Under Israeli law, however, the Offer may not remain open for more than 60 days following the date of this Offer to Purchase, except that if a third party commences a tender offer for Jacada’s shares during the Offer, we will be permitted to extend the Offer so that its expiration date will correspond with the expiration date of the third party’s tender offer. In the event that we extend the Offer, we will inform the Depositaries, the Information Agent and our Israeli legal counsel of that fact. We will also issue a press release announcing a new Expiration Date no later than 9:00 a.m. New York time (4:00 p.m. Israel time), on the first Israeli business day after the day on which we decide to extend the Offer, and file an immediate report with the ISA and, within one Israeli business day, publish the notice in two daily newspapers having a mass circulation and published in Israel in Hebrew. Under Israeli law, however, we will not be permitted to extend the Offer, unless either (1) the Israeli Depositary, which guarantees our obligation to pay for the shares, confirms that, under the new circumstances, it will maintain such guarantee or (2) such a guarantee is obtained by us from another TASE member. We can also amend the Offer in our sole discretion or terminate the Offer under certain circumstances. If we make a material change in the terms of the Offer (as may be permitted under applicable law) or in the information concerning the Offer or if we waive a material condition of the Offer (if permitted pursuant to the applicable law), we will extend the Offer to the extent required by rules of the SEC and by Israeli law. See Sections 6 and 14.

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How will I be notified if Jacada extends the Offer or amends the terms of the Offer?

We do not currently intend to extend the Offer. However, in the event that we do extend the Offer, we will inform the Depositaries, the Information Agent and our Israeli legal counsel of that fact, and in addition, we will issue a press release announcing the extension and the new Expiration Time by 9:00 a.m., New York time (16:00 p.m., Israel time), on the next U.S. business day after the previously scheduled Expiration Time. We will announce any amendment to the Offer by making a public announcement of the amendment. Under Israeli law, we are required to publicly announce the new expiration date no later than one Israeli business day prior to the original Expiration Time. Accordingly, we will also file an immediate report with the ISA no later than one Israeli business day prior to the original Expiration Time, and, within one Israeli business day thereafter (or within two Israeli business days, in the event our decision to extend the original Offer was made toward the late evening hours, Israel time), publish the notice in two daily newspapers having a mass circulation and published in Israel in Hebrew. See Section 14.

What is the purpose of the Offer?

In January 2008, we sold the intellectual property and related customer contracts associated with the following Jacada products: Jacada Interface Server and Jacada Integrator, also known as Jacada HostFuse, Jacada Studio, Jacada Innovator and Jacada Terminal Emulator, in consideration for $26 million in cash. That sale was in significant part motivated by our desire to focus singularly on our growing call center solutions business. Subsequent to the closing of that transaction, our Board of Directors reviewed a variety of alternatives for application of the roughly $56 million of cash, cash equivalents and marketable securities we had available. In February 2008 our Board of Directors authorized the use of up to $10 million of our available cash to repurchase our Ordinary Shares. Our Board of Directors believes that the strength of our balance sheet, the confidence we have in our business model and the continued execution of our long-term business strategy supports the decision to repurchase our shares. However, our Board of Directors also believes that our shares are still undervalued, despite our open market repurchases of approximately 592,480 shares under the repurchase program, which has been conducted in compliance with SEC Rule 10b-18. Accordingly, our Board of Directors has decided to undertake this Offer as a means of more quickly utilizing our cash to invest in our shares and thereby realizing the enterprise value we believe is present in our call center solutions business. Our Board of Directors also believes that the Offer represents an efficient means of distributing a portion of the proceeds from the January 2008 asset sale to our shareholders. Our Board of Directors also considered our liquidity and the number of our outstanding Ordinary Shares, the market price of our Ordinary Shares and our operations, expectations for future cash flow and consumption, our tax position and our overall operating strategy in approving the Offer. The Board of Directors believes that the Offer is a prudent use of our financial resources and an effective means of providing value to our shareholders and consistent with our goal of maximizing long-term shareholder value. Our Board of Directors believes that the modified “Dutch Auction” tender offer set forth in this Offer to Purchase represents a mechanism that can provide all of our shareholders the opportunity to tender all or a portion of their shares and, thereby, receive a return of some or all of their investment if they so elect. In addition, if we complete the Offer, shareholders who do not participate in the Offer will automatically increase their relative percentage ownership interest in us and our future operations.

The Offer also provides our shareholders with an efficient way to sell their shares, and with respect to shares tendered in the U.S., without incurring broker’s fees or commissions associated with open market sales and without effecting the market price in a relatively illiquid stock. If you own your shares through a bank, broker, dealer, trust company or other nominee and the nominee tenders your shares on your behalf, the nominee may charge you a fee for doing so. You should consult with your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply. See Section 3.

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What are the significant conditions to the Offer?

The Offer is conditioned on the following:

• At any time on or after commencement of the Offer and prior to the Expiration Date, no “legal event” (as such term is defined below) shall have occurred, which we did not know and could not have known of, and we did not foresee and could not have foreseen, in each case, on the date of this Offer to Purchase, and such “legal event” would cause the terms of the Offer as a result of such “legal event” to become materially different from the terms which a reasonable offeror would have proposed had it known of such “legal event” on the date of this Offer to Purchase;

For purposes of the above paragraph, a “legal event” means:

• any action taken, or any statute, rule, regulation, legislation, interpretation, judgment, order or injunction enacted, enforced, promulgated, amended, issued or deemed applicable to the Offer, by any legislative body, court, government or governmental, administrative or regulatory authority or agency of competent jurisdiction, domestic or foreign; or

• any action or proceeding instituted or pending by any governmental entity or third party before a court or other authority of competent jurisdiction, domestic or foreign.

• At least one Israeli business day prior to the Expiration Date, we shall have failed to obtain any approvals, licenses, permits or consents of any competent authority or any other approval, which is required under applicable law in order to purchase the shares pursuant to the Offer.

The Offer is not conditioned on the availability of financing.

What will happen if the conditions to the Offer are not satisfied?

If any condition is not satisfied, we may elect not to purchase, or may be prohibited from purchasing, any shares tendered in the Offer, or, subject to applicable law, we may waive such condition. See “Introduction,” and Section 1 and Section 6.

Following the Offer, will Jacada continue as a listed public company?

Yes, we expect that the Jacada shares will continue to trade on Nasdaq and the TASE following completion of the Offer. The purchase by us of shares in the Offer will reduce the number of shares that might otherwise be traded publicly and is likely to reduce the number of shareholders. However, we believe that there will be a sufficient number of shares outstanding and publicly traded following completion of the Offer to ensure a continued trading market for the shares. Based upon published guidelines of Nasdaq, we do not believe that our purchase of shares in the Offer will cause the remaining outstanding shares to be delisted from Nasdaq.

How do I tender my shares and to which depositary should I tender?

This depends on the manner in which you hold your shares:

If you hold your shares through a TASE member or you are named as a holder of the Jacada shares in the Register of Shareholders of Jacada in Israel, you should tender your shares to the Israeli Depositary by following the applicable procedures and instructions described in Section 3; and

All other holders of Jacada shares should tender their shares to the U.S. Depositary by following the applicable procedures and instructions described in Section 3.

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If you want to tender all or part of your shares, you must do one of the following before 5:00 p.m., New York time, (12:00 midnight, Israel time) on September 15, 2008, or any later time and date to which the Offer may be extended, or earlier as your broker or other nominee may require:

• if your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your shares for you;

• if you hold certificates in your own name, complete and sign a Letter of Transmittal and deliver it, together with the certificates for your shares and any other documents required by the Letter of Transmittal, to the American Stock Transfer & Trust Company at its address shown on the Letter of Transmittal;

• if you are an institution participating in The Depository Trust Company, tender your shares according to the procedure for book-entry transfer described in Section 3 of this Offer to Purchase; or

• if you are a holder of vested options to purchase shares under Jacada’s equity compensation plans, you may exercise your vested options, consistent with Jacada’s trading policy, and tender any of the shares issued upon exercise.

If you want to tender your shares, but:

• the certificates for your shares are not immediately available or cannot be delivered to the American Stock Transfer & Trust Company by the expiration of the Offer;

• you cannot comply with the procedure for book-entry transfer by the expiration of the Offer; or

• your other required documents cannot be delivered to the American Stock Transfer & Trust Company by the expiration of the Offer;

you can still tender your shares if you comply with the guaranteed delivery procedure described in Section 3.

You may contact the Information Agent for assistance. The contact information for the Information Agent appears on the back cover of this Offer to Purchase. See Section 3 and the Instructions to the Letter of Transmittal.

How do holders of vested share options and vested share awards participate in the Offer?

If you hold vested but unexercised options to purchase shares, you may exercise your options, in accordance with the terms of the applicable share option agreement and plans and Jacada’s trading policy and tender the shares received upon such exercise in accordance with the Offer. Holders of vested but unexercised options should evaluate the Offer carefully to determine if participation would be advantageous to them, based on their share option exercise prices, the date of their share option grants and the years left to exercise their options, the range of tender prices, the tax consequences of choosing to exercise any options, and the provisions for pro rata purchases by Jacada described in Section 1. An exercise of an option cannot be revoked for any reason even if shares received upon the exercise thereof and tendered in the Offer are not purchased in the Offer. See Section 3. We strongly encourage those holders to discuss the Offer with their tax advisor, broker and/or financial advisor. If your share awards have vested you should follow the above instructions applicable to shares held by a broker or shares held in your own name, as applicable to you. Holders of unvested share awards or other restricted equity interests may not tender shares or shares represented by such interests unless they are fully vested.

Once I have tendered shares in the Offer, can I withdraw my tender?

Yes. You may withdraw any shares you have tendered at any time before 5:00 p.m., New York time (12:00 midnight, Israel time), on September 15, 2008, unless we extend the Offer, in which case you can withdraw your

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shares until the expiration of the Offer as extended. In addition, under U.S. law, tendered shares may be withdrawn at any time after 40 U.S. business days from the date of the commencement of the Offer if the shares have not yet been accepted for payment by us. See Section 4.

How do I withdraw shares I previously tendered?

To properly withdraw shares, you must deliver a written notice of withdrawal with the required information to the Depositary to whom you sent your shares, while you still have the right to withdraw the shares. If you have used more than one Letter of Transmittal or have otherwise tendered shares in more than one group of shares, you may withdraw shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the required information is included. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of these shares. Some additional requirements apply if the share certificates to be withdrawn have been delivered to the Depositaries or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4. If you have tendered your shares by giving instructions to a bank, broker, dealer, trust company or other nominee, you must instruct the nominee to arrange for the withdrawal of your shares. In addition, under U.S. law, tendered shares may be withdrawn at any time after 40 U.S. business days from the date of the commencement of the Offer if the shares have not yet been accepted for payment by us. See Section 1 and Section 4.

Has Jacada or its Board of Directors adopted a position on the Offer?

Our Board of Directors has approved the Offer. However, neither our management, our Board of Directors, the Depositaries nor the Information Agent are making any recommendation to you as to whether you should tender or refrain from tendering your shares or as to the purchase price or purchase prices at which you may choose to tender your shares. You must make your own decision whether to tender your shares and, if so, how many shares to tender and the purchase price or purchase prices at which your shares should be tendered. In so doing, you should read carefully the information in this Offer to Purchase and in the Letter of Transmittal. See Section 2.

Do the directors and executive officers of Jacada intend to tender their shares in the Offer?

Our directors and executive officers have advised us that they do not intend to tender any of their shares in the Offer. Accordingly, if we complete the Offer, the proportional holdings of our directors and executive officers will increase. However, our directors and executive officers may, in compliance with stock ownership guidelines and applicable law, sell their shares in open market transactions at prices that may or may not be more favorable than the purchase price to be paid to our shareholders in the Offer. See Section 10.

If I decide not to tender, how will the Offer affect my shares?

Shareholders who choose not to tender their shares will own a greater percentage interest in our outstanding Ordinary Shares following consummation of the Offer. See Section 2.

What is the recent market price of my shares?

On August 13, 2008, the date prior to the date of this Offer to Purchase, the reported closing price of the shares on Nasdaq was $3.70 per share and NIS 12.72 ($3.54 based on an exchange rate of NIS 3.594 per United States dollar as of such date) on the TASE. You are urged to obtain current market quotations for the shares before deciding whether and at what purchase price or purchase prices to tender your shares. See Section 7.

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When will Jacada pay for the shares I tender?

We will pay the purchase price, net to the seller in cash, less any applicable withholding tax and without interest, for the shares we purchase promptly after the expiration of the Offer. We may not be able to announce the final results of proration, if any, or pay for any shares for up to seven (7) U.S. business days after the Expiration Time. See Section 5.

Will I have to pay brokerage commissions if I tender my shares?

If you are the record owner of your shares and your shares are tendered directly to the Depositaries, you will not have to pay brokerage fees or similar expenses. If you own your shares through a bank, broker, dealer, trust company or other nominee and the nominee tenders your shares on your behalf, the nominee may charge you a fee for doing so. You should consult with your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply. See Section 3.

What are the tax consequences if I tender my shares?

The receipt of cash for tendered shares accepted for payment by us from tendering shareholders who are “United States persons” for United States federal income tax purposes will be treated as a taxable transaction for United States federal income tax purposes.

The receipt of cash for tendered shares accepted for payment by us from tendering shareholders generally will be a taxable transaction for Israeli income tax purposes for both Israeli residents and non-Israeli residents, unless a specific exemption is available or a tax treaty between Israel and the shareholder’s country of residence provides otherwise.

The payment of cash for tendered shares is generally subject to the withholding of Israeli tax at source, at a rate of 20% of the shareholder’s gain on such sale. We are seeking an approval from the Israeli Tax Authority (the “ITA”) with respect to the Israeli withholding tax rates applicable to shareholders as a result of the purchase of shares in the Offer. We anticipate that such approval, if obtained, will provide for the following withholding mechanism:

(1) If you are holding your shares through a bank, broker or financial institution resident in Israel, and such institution is holding the shares solely on your behalf (or is holding the shares solely on your behalf through a non-Israeli bank, broker or financial institution) and is subject to the Israeli withholding tax rules, withholding will not be required on payments made to such institution so long as it completes (or in the case of shares held through a non-Israeli bank, broker or financial institution, such institution completes) and signs the “Declaration of Status for Israeli Income Tax Purposes” which is attached to this Offer to Purchase. Please note that withholding may be required when such bank, broker or financial institution distributes the proceeds to you, to the extent required under Israel law.

(2) If you are a non-Israeli resident and you provide, together with the tendered shares, certain information and complete and sign the “Declaration of Status for Israeli Income Tax Purposes” which is attached to this Offer to Purchase, withholding will not be required. In this Declaration form, non-Israeli shareholders will be required to certify that (i) they are non-Israeli residents (and, in the case of a corporation, that no Israeli residents (x) hold 25% or more of the means to control such corporation or (y) are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such corporation, whether directly or indirectly); (ii) they hold their Jacada shares directly or through a non-Israeli bank, broker or financial institution; (iii) they have purchased their Jacada shares after the initial public offering of Jacada or are resident of a country with which Israel has an income tax treaty in effect.

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Tendering shareholders who are not described in clauses (1) and (2) above, will be subject to Israeli withholding tax at a fixed rate of 25% for corporations and 20% for individuals of the gross proceeds payable to them pursuant to the Offer. The Depository may, at its sole discretion, not withhold tax (in full or in part) if such shareholder provides us with a valid certificate from the ITA entitling such shareholder to an exemption or a specified withholding tax rate.

ALL SHAREHOLDERS SHOULD REVIEW THE DISCUSSION IN SECTIONS 3 AND 14 REGARDING TAX ISSUES AND CONSULT THEIR TAX ADVISOR REGARDING THE TAX EFFECTS OF A TENDER OF SHARES.

Does Jacada intend to repurchase any shares other than pursuant to the Offer during or after the Offer?

SEC Rule 13e-4(f) prohibits us from purchasing any shares, other than in the Offer, for up to ten U.S. business days after the Expiration Time. Accordingly, any repurchases outside of the Offer, including pursuant to our previously announced open market share repurchase program, may not be consummated for up to ten U.S. business days after the Offer expires.

Will I have to pay share transfer tax if I tender my shares?

We will pay all share transfer taxes unless payment is made to, or if shares not tendered or accepted for payment are to be registered in the name of, someone other than the registered holder, or tendered certificates are registered in the name of someone other than the person signing the Letter of Transmittal. See Section 5.

Whom can I talk to if I have questions?

If you have any questions regarding the Offer, please contact MacKenzie Partners, Inc., the Information Agent for the Offer, at (212) 929-5500 (Call Collect) or Toll-Free (800) 322-2885. Additional contact information for the Information Agent is set forth on the back cover of this Offer to Purchase. In Israel, information concerning the offer is available from our legal counsel, Meitar Liquornik Geva & Leshem Brandwein, at its address and telephone number set forth on the back cover of this Offer to Purchase.

What are the potential risks and disadvantages of the Offer?

The Offer presents some potential risks and disadvantages to us and our continuing shareholders, including the following:

• the Offer could negatively affect our liquidity during periods of reduced revenue generation, increased capital spending or higher operating expenses;

• the Offer will reduce our “public float” (the number of shares owned by non-affiliate shareholders and available for trading in the securities markets) and this reduction in our public float could result in lower share prices or reduced liquidity in the trading market for our Ordinary Shares following completion of the Offer; and

• the Offer could reduce our ability to engage in significant transactions, including acquisitions and future share repurchases, without additional debt or equity financing.

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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This Offer to Purchase and the documents incorporated herein by reference include certain “forward-looking statements.” These forward-looking statements generally are identified by the words “believes”, “project”, “expects”, “anticipates”, “estimates”, “intends”, “strategy”, “plan”, “may”, “will”, “would”, “will be”, “will continue”, “will likely result” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements.

In addition, please refer to our Annual Report on Form 20-F for the fiscal year ended December 31, 2007, as filed with the SEC on June 17, 2008, and our Current Reports on Form 6-K, submitted to the SEC on May 15, 2008, and on August 14, 2008, for additional information on risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements or that may otherwise impact us and our business. See Section 9. Notwithstanding anything in this Offer to Purchase, the Letter of Transmittal or any document incorporated by reference into this Offer to Purchase, the safe harbor protections of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with a tender offer.

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INTRODUCTION

To the Holders of our Ordinary Shares:

We invite our shareholders to tender their Ordinary Shares for purchase by us. Upon the terms and subject to the conditions of this Offer to Purchase and the Letter of Transmittal, we are offering to purchase up to a maximum of 4,000,000 shares, at a price not greater than $4.00 nor less than $3.50 per share, net to the seller in cash, less applicable withholding taxes and without interest. Unless the context otherwise requires, all references to “shares” shall refer to the Ordinary Shares of Jacada. In addition, we hold additional 592,480 shares in treasury. Under Israeli law, these 592,480 shares are deemed to be issued but may not confer any rights on us as their holder, including voting rights. Accordingly, the shares being purchased in the Offer represent a slightly higher percentage of the voting power of Jacada than of the issued and outstanding shares of Jacada.

The Offer will expire at 5:00 p.m., New York time (12:00 midnight, Israel time), on September 15, 2008, unless extended as described in Section 14.

After the Offer expires, we will look at the prices chosen by shareholders for all of the shares properly tendered and not properly withdrawn. We will then select the lowest purchase price within the price range specified above that will allow us to buy up to a maximum of 4,000,000 shares. All shares we acquire in the Offer will be acquired at the same purchase price regardless of whether the shareholder tendered at a lower price.

We will purchase only shares properly tendered and not properly withdrawn, at prices at or below the purchase price we determine. However, because of the proration provision described in this Offer to Purchase, we may not purchase all of the shares tendered at or below the determined purchase price if, based on the purchase price we determine, more than 4,000,000 shares are properly tendered. We will return shares tendered at prices in excess of the purchase price we determine and shares that we do not purchase because of the proration provision to the tendering shareholders at our expense promptly following the Expiration Time. See Section 1.

If you hold your shares through a TASE member or you are named as a holder of the Jacada shares in the Register of Shareholders of Jacada in Israel, you should tender your shares to Clal Finance Batucha Investment Management Ltd., the Israeli Depositary by following the applicable procedures and instructions described in Section 3.

All other holders of Jacada shares should tender their shares to American Stock Transfer & Trust Company, the U.S. Depositary by following the applicable procedures and instructions described in Section 3.

If you are a record owner of Jacada shares and tender directly to American Stock Transfer & Trust Company, the U.S. Depositary, or to Clal Finance Batucha Investment Management Ltd., the Israeli Depositary (to which we refer, together with the U.S. Depositary, as the Depositaries), you generally will not be obligated to pay brokerage fees or commissions, service fees or commissions or, except as set forth in the Letter of Transmittal, share transfer taxes with respect to the purchase of the shares in the Offer. If you hold your Jacada shares through a bank or broker, we recommend that you check whether they charge any service or other fees.

In addition, holders of vested but unexercised options to purchase shares outstanding under our 1996 Share Option Plan, the 1999 Share Option Plan and the 2003 Share Option Plan (the “Share Incentive Plans”), may exercise those options, consistent with Jacada’s trading policy, and tender some or all of the shares issued upon such exercise. Holders of vested but unexercised options should evaluate the Offer carefully to determine if participation would be advantageous to them, based on their share option exercise prices, the date of their share option grants and the years left to exercise their options, the range of tender prices, the tax consequences of choosing to exercise any options, and the provisions for pro rata purchases by Jacada described in Section 1. An exercise of an option cannot be revoked for any reason even if shares received upon the exercise thereof and

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tendered in the Offer are not purchased in the Offer. See Section 3. We strongly encourage those holders to discuss the Offer with their tax advisor, broker and/or financial advisor. Holders of share awards and other restricted equity interests may not tender shares or shares represented by such interests unless they are fully vested and otherwise free from restrictions of transfer.

We will pay the fees and expenses of the Depositaries in connection with the Offer. The Depositaries will act as agents for tendering shareholders for the purpose of receiving payment from us and transmitting payments to tendering shareholders whose shares are accepted for payment. We will also pay the fees and expenses of MacKenzie Partners, Inc., our Information Agent, and Meitar Liquornik Geva & Leshem Brandwein, our Israeli legal counsel, who will both facilitate and answer questions concerning the offer during their respective normal business hours.

The Offer is not conditioned upon any minimum number of shares being tendered. Our obligation to accept, and pay for, shares validly tendered pursuant to the Offer is conditioned upon satisfaction or waiver of the conditions set forth in Section 6.

Neither our management, our Board of Directors, the Depositaries nor the Information Agent has made any recommendation to any shareholder as to whether to tender or refrain from tendering any shares or as to the price or prices at which shareholders may choose to tender their shares. We have not authorized any person to make any recommendation. You should carefully evaluate all information in the Offer and should consult your own investment and tax advisors in determining whether to tender shares and the price or prices at which you will tender them. In doing so, you should read carefully the information in this Offer to Purchase and in the Letter of Transmittal.

Our directors and executive officers have advised us that they do not intend to tender any of their shares in the Offer. Accordingly, if we complete the Offer, the proportional holdings of our directors and executive officers will increase. However, our directors and executive officers may, in compliance with stock ownership guidelines and applicable law, sell their shares in open market transactions at prices that may or may not be more favorable than the purchase price to be paid to our shareholders in the Offer. See Section 10.

Any tendering shareholder or other payee that fails to complete, sign and return to the American Stock Transfer & Trust Company the Substitute Form W-9 in the case of U.S. tendering shareholders and Substitute Form W-8 in the case of non-U.S. tendering shareholders included in the Letter of Transmittal (or such other IRS form as may be applicable) may be subject to United States backup withholding at a rate equal to 28% of the gross proceeds paid to the holder or other payee pursuant to the Offer, unless such holder establishes that it is exempt from backup withholding. See Section 3. Also see Section 13 of this Offer to Purchase regarding certain United States federal income tax consequences of a sale of shares pursuant to the Offer.

As of August 12, 2008, there were 20,858,098 of our Ordinary Shares issued and outstanding. The 4,000,000 ordinary shares we are offering to purchase represent approximately 19.17% of the total number of issued and outstanding shares of our Ordinary Shares as of August 12, 2008. Out of these 20,858,098 shares, we hold 592,480 shares in treasury. Under Israeli law, these 592,480 shares are deemed to be issued but may not confer any rights on us as their holder, including voting rights. Accordingly, the shares being purchased in the Offer represent a slightly higher percentage of the voting power of Jacada than of the issued and outstanding shares of Jacada. The shares are listed and traded on Nasdaq and on the TASE both under the symbol “JCDA” (or its Hebrew equivalent). On August 13, 2008, the date prior to the date of this Offer to Purchase, the reported closing price of the shares on Nasdaq was $3.70 and NIS 12.72 ($3.54 based on an exchange rate of NIS 3.594 per United States dollar as of such date) on the TASE. Shareholders are encouraged to obtain current market quotations for the shares before deciding whether and at what purchase price or purchase prices to tender their shares. See Section 7.

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THE TENDER OFFER

1. Number of Shares; Price; Priority of Purchase; Expiration

General. Upon the terms and subject to the conditions of the Offer, we will purchase up to 4,000,000 of our Ordinary Shares at a price not greater than $4.00 nor less than $3.50 per share, net to the seller, in cash, less any applicable withholding tax and without interest.

The term “Expiration Time” means 5:00 p.m., New York time (12:00 midnight, Israel time), on September 15, 2008, unless we, in our sole discretion, extend the period of time during which the Offer will remain open, in which event the term “Expiration Time” shall refer to the latest time and date at which the Offer, as so extended by us, shall expire. See Section 14 for a description of our right to extend, delay, terminate or amend the Offer.

If the Offer is over-subscribed as described below, shares tendered and not properly withdrawn, at or below the purchase price determined by us, will be subject to proration. The withdrawal rights, except as described herein, expire at the Expiration Time.

If we:

increase the price to be paid for shares above $4.00 per share;

and the Offer is scheduled to expire at any time earlier than the expiration of a period ending at 5:00 p.m., New York time (12:00 midnight, Israel time), on the 10th U.S. business day from, and including, the date that notice of any such increase is first published, sent or given in the manner specified in Section 14, then the Offer will be extended until the expiration of such 10 business day period.

The Offer is not conditioned on any minimum number of shares being tendered. The Offer is, however, subject to satisfaction of certain other conditions. See Section 6.

In accordance with Instruction 5 of the Letter of Transmittal, shareholders desiring to tender shares must specify the price or prices, not in excess of $4.00 nor less than $3.50 per share, at which they are willing to sell their shares to us in the Offer. The lowest price that may be specified is $3.50. The prices that may be specified increase in increments of $0.10 up to $4.00, the highest price that may be specified. Alternatively, shareholders can choose not to specify a price and, instead, elect to tender their shares at the purchase price ultimately paid for shares properly tendered and not properly withdrawn in the Offer, which could result in the tendering shareholder receiving the minimum price of $3.50 per share. See Section 7 for recent market prices for the shares. The lower end of the price range for the Offer is below the closing market price for the shares on August 13, 2008, the date prior to the date of this Offer to Purchase, when the closing market price on Nasdaq was $3.70 and NIS 12.72 ($3.54 based on an exchange rate of NIS 3.594 per United States dollar as of such date) on the TASE.

Promptly following the Expiration Time, we will look at the prices chosen by shareholders for all of the shares properly tendered and not properly withdrawn and will determine the lowest purchase price within the price range specified above that will allow us to buy up to a maximum of 4,000,000 shares or a lower amount depending on the number of shares properly tendered. Once the purchase price has been determined, we will promptly disclose such price in a manner calculated to inform shareholders of this information, which will include a press release through a national news service. Under Israeli law, we will also file an immediate report with the ISA within one Israeli business day thereafter, and publish a notice in two mass circulation daily newspapers published in Israel in Hebrew.

All shares we acquire in the Offer will be acquired at the same purchase price regardless of whether the shareholder tendered at a lower price. We will purchase only shares properly tendered at or below the purchase price we determine and not properly withdrawn. However, because of the proration provision described in this

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Offer to Purchase, we may not purchase all of the shares tendered, even if shareholders tendered at or below the purchase price, if, based on the purchase price we determine, more than 4,000,000 shares are properly tendered and not properly withdrawn. We will return shares tendered at prices in excess of the purchase price we determine and shares that we do not purchase because of the proration provision to the tendering shareholders at our expense promptly after the Offer expires. Shareholders can specify one minimum price for a specified portion of their shares and a different minimum price for other specified shares, but a separate Letter of Transmittal must be submitted for shares tendered at each price. See Instruction 5 to the Letter of Transmittal. In addition, shareholders may designate the order in which their shares are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification of any gain or loss on the shares purchased. See Instruction 14 to the Letter of Transmittal.

Proration. Upon the terms and subject to the conditions of the Offer, if, based on the purchase price determined in the Offer, an aggregate amount of more than 4,000,000 shares have been properly tendered at or below the purchase price selected by us and not properly withdrawn prior to the Expiration Time, we will, subject to applicable law, purchase properly tendered shares on the basis of proration:

If proration of tendered shares is required, we will determine the proration factor promptly following the Expiration Time. Subject to adjustment to avoid the purchase of fractional shares, proration for each shareholder tendering shares, will be based on the ratio of the number of shares properly tendered and not properly withdrawn by the shareholder to the total number of shares properly tendered and not properly withdrawn by all shareholders, at or below the purchase price determined in the Offer, multiplied by the maximum amount of shares that we offered to purchase in the Offer. Because of the difficulty in determining the number of shares properly tendered and not properly withdrawn, we expect that we may not be able to announce the final proration factor or commence payment for any shares purchased pursuant to the Offer until up to seven U.S. business days after the Expiration Time. The preliminary results of any proration will be announced by press release promptly after the Expiration Time. Under Israeli law, we will also file an immediate report with the ISA within one Israeli business day thereafter, and publish a notice in two mass circulation daily newspapers published in Israel in Hebrew. After the Expiration Time, shareholders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their brokers.

This Offer to Purchase and the Letter of Transmittal will be mailed to U.S. record holders of shares and will be furnished to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on our shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares, and will be also available on the ISA’s website (http://www.magna.isa.gov.il).

Expiration. In the event that we extend the Offer, we will inform the Depositaries, the Information Agent and our Israeli legal counsel of that fact. Under Israeli law, we are required to publicly announce the new expiration date no later than one Israeli business day prior to the original Expiration Time. Accordingly, we will also:

• file an immediate report with the ISA no later than one Israeli business day prior to the original Expiration Time, and, within one Israeli business day thereafter (or within two Israeli business days, in the event our decision to extend the original Offer was made toward the late evening hours, Israel time, on the Israeli business day prior to the original Expiration Time), publish the notice in two daily newspapers having a mass circulation and published in Israel in Hebrew; and

• issue a press release announcing a new expiration date no later than 9:00 a.m., New York time, or 4:00 p.m., Israel time, on the first U.S. business day following the day on which we decide to extend the original Offer.

Without limiting the manner in which we may choose to make any public announcement, subject to applicable law (including Rule 14e-1(d) and Rule 13d-4(e), which require that material changes be promptly disseminated to holders of Jacada shares in a manner reasonably designed to inform such holders of such changes), we currently intend to make announcements regarding the Offer by distributing a press release to Business Wire and publishing the aforesaid notices in two mass circulation daily newspapers published in Israel in Hebrew.

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Under Israeli law, however, we will not be permitted to extend the original Offer, unless either (1) the Israeli Depositary, which guarantees our obligation to pay for the Jacada shares, confirms that, under the new circumstances, it will maintain such guarantee or (2) such a guarantee is obtained by us from another TASE member.

2. Purpose of the Tender Offer; Certain Effects of the Tender Offer

Purpose of the Tender Offer. We intend to purchase a maximum of 4,000,000 of our shares (approximately 19.17% of our outstanding shares as of August 12, 2008).

In January 2008, we sold the intellectual property and related customer contracts associated with the following Jacada products: Jacada Interface Server and Jacada Integrator, also known as Jacada HostFuse, Jacada Studio, Jacada Innovator and Jacada Terminal Emulator, in consideration for $26 million in cash. That sale was in significant part motivated by our desire to focus singularly on our growing call center solutions business. Subsequent to the closing of that transaction, our Board of Directors reviewed a variety of alternatives for application of the roughly $56 million of cash, cash equivalents and marketable securities we had available. In February 2008 our Board of Directors authorized the use of up to $10 million of our available cash to repurchase our Ordinary Shares. Our Board of Directors believes that the strength of our balance sheet, the confidence we have in our business model and the continued execution of our long-term business strategy supports the decision to repurchase our shares. However, our Board of Directors also believes that our shares are still undervalued, despite our open market repurchases of approximately 592,480 shares under the repurchase program, which has been conducted in compliance with Rule 10b-18. Accordingly, our Board of Directors has decided to undertake this Offer as a means of more quickly utilizing our cash to invest in our shares and thereby realizing the enterprise value we believe is present in our call center solutions business. Our Board of Directors also believes that the Offer represents with an efficient means of distributing a portion of the proceeds from the January 2008 asset sale to our shareholders. Our Board of Directors also considered our liquidity and the number of our outstanding Ordinary Shares, the market price of our Ordinary Shares and our operations, expectations for future cash flow and consumption, our tax position and our overall operating strategy in approving the offer. The Board of Directors believes that the Offer is a prudent use of our financial resources and an effective means of providing value to our shareholders and consistent with our goal of maximizing long-term shareholder value. Our Board of Directors believes that the modified “Dutch Auction” tender offer set forth in this Offer to Purchase represents a mechanism that can provide all of our shareholders the opportunity to tender all or a portion of their shares and, thereby, receive a return of some or all of their investment if they so elect. In addition, if we complete the Offer, shareholders who do not participate in the Offer will automatically increase their relative percentage ownership interest in us and our future operations.

The Offer also provides our shareholders with an efficient way to sell their shares and, with respect to shares tendered in the U.S., without incurring broker’s fees or commissions associated with open market sales and without effecting the market price in a relatively illiquid stock. See Section 8.

Our Board of Directors has approved the Offer. Neither our management, our Board of Directors, the Depositaries nor the Information Agent has made any recommendation to any shareholder as to whether to tender or refrain from tendering any shares or as to the price or prices at which shareholders may choose to tender their shares. We have not authorized any person to make any recommendation. You should carefully evaluate all information in the Offer and should consult your own investment and tax advisors in determining whether to tender shares and the price or prices at which you will tender them. In doing so, you should read carefully the information in this Offer to Purchase and in the Letter of Transmittal.

Potential Risks and Disadvantages of the Offer. The Offer also presents some potential risks and disadvantages to us and our continuing shareholders, including the following:

• the Offer could reduce our ability to engage in significant transactions, including acquisitions and future share repurchases, without additional debt or equity financing, and

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• the Offer will reduce our “public float” (the number of shares owned by non-affiliate shareholders and available for trading in the securities markets) and this reduction in our public float could result in lower share prices or reduced liquidity in the trading market for our Ordinary Shares following completion of the Offer; and

• the Offer could negatively affect our liquidity during periods of reduced revenue generation, increased capital spending or higher operating expenses.

Certain Effects of the Tender Offer. If, as a shareholder, you do not tender your shares in the Offer, tender only a portion of your shares, or the shares you tender are only partially accepted because of proration, you will continue to be a shareholder of Jacada. If we complete the Offer, the remaining shareholders will realize a proportionate increase in their relative equity interest per share in Jacada and will bear the attendant risks associated with owning our equity securities, including risks resulting from our purchase of shares. Shareholders may be able to sell non-tendered shares in the future on Nasdaq, the TASE or in the over the counter market, or otherwise, at a net price significantly higher or lower than the purchase price in the Offer. We can give you no assurance regarding the price at which you may be able to sell shares in the future.

The shares that we acquire in the Offer will become treasury stock and will remain in this status so long as we hold such shares. Treasury Stock status means that these shares do not confer any rights on us as their holder, including voting rights. Our acquisition of shares in the Offer must be made under the following guidelines, under Israeli law: our Board of Directors must have approved that such acquisition is a permitted distribution. A permitted distribution is defined under Israeli law as a distribution which is (i) only out of accumulated retained earnings or out of the earnings accrued over the two most recent years, whichever is the higher (“earnings test”), and in either case (ii) provided that there is no reasonable concern that such acquiring will prevent the company from satisfying current or foreseeable obligations as they become due (“solvency test”). These shares will be available for us to issue in the future without further shareholder action (except as required by applicable law or the rules of Nasdaq or the TASE). We would, for example, be able to issue these shares for acquisitions, raising additional capital and the satisfaction of obligations under existing or future employee benefit or compensation programs or share option plans or compensation programs for directors, and upon such issuance, such shares shall no longer be of the status of treasury stock and will have rights equal to our other shares.

The Offer will reduce our “public float” (the number of shares owned by non-affiliate shareholders and available for trading in the securities markets), and is likely to reduce the number of our shareholders.

Our directors and executive officers have advised us that they do not intend to tender any of their shares in the Offer. Accordingly, if we complete the Offer, the proportional holdings of our directors and executive officers will increase. However, our directors and executive officers may, in compliance with stock ownership guidelines and applicable law, sell their shares in open market transactions at prices that may or may not be more favorable than the purchase price to be paid to our shareholders in the Offer. See Section 10.

From time to time, we evaluate merger and acquisition opportunities to see if such opportunities would be a prudent use of our financial resources and provide value to our shareholders. However, we currently have no immediate plans to pursue any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries, which is material to us and our subsidiaries, taken as a whole.

Except as otherwise disclosed in this Offer to Purchase or the documents incorporated by reference in this Offer to Purchase, we currently have no plans, proposals or negotiations underway that relate to or would result in:

• any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries which is material to us and our subsidiaries, taken as a whole;

• any purchase, sale or transfer of an amount of our assets or any of our subsidiaries’ assets which is material to us and our subsidiaries, taken as a whole;

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• any material change in our present dividend policy, indebtedness or capitalization, our corporate structure or our business, except as disclosed in this Offer to Purchase;

• any material change in our present Board of Directors or management or any plans or proposals to change the number or the term of directors (although we may fill vacancies arising on the Board of Directors) or to change any material term of the employment contract of any executive officer;

• our equity securities ceasing to be authorized to be listed on Nasdaq or the TASE;

• our Ordinary Shares becoming eligible for termination of registration under Section 12(g) of the Exchange Act;

• the suspension of our obligation to file reports under Section 15(d) of the Exchange Act;

• the acquisition or disposition by any person of our securities; or

• any changes in our articles of association that could impede the acquisition of control of us.

Regardless of the absence of any current plans, proposals or negotiations, as part of our long-term corporate goal of increasing shareholder value, we have considered and will continue to consider various alternatives, including open market repurchases of our shares, strategic acquisitions, internal restructurings and business combinations. Except as otherwise disclosed in this Offer to Purchase, on the date of this Offer to Purchase no agreements, understandings or decisions have been reached and there can be no assurance that we will decide to undertake any such alternatives. See Section 10. Any future repurchase of our shares may be on the same terms as, or on terms more or less favorable to shareholders than the terms of the Offer. However, Rule 13e-4 generally prohibits us and our affiliates from purchasing any shares, other then through our Offer, until at least ten U.S. business days after expiration or termination of our offer. Any possible future purchase by us will depend on many factors, including the market price of our shares, the results of our Offer, our general financial position and general economic and financial conditions.

3. Procedures for Tendering Shares

This Section 3 is divided into two parts. Holders of Jacada shares who wish to tender their shares, and

• hold their shares through a TASE member, (“Unlisted Israeli Holders”), or who are named as holders of Jacada shares in the Register of Shareholders of Jacada in Israel, (“Listed Israeli Holders”), should tender their shares to the Israeli Depositary pursuant to the instructions described under the caption “Tenders to Clal Finance Batucha Investment Management Ltd., our Israeli Depositary” below, or

• all other holders of Jacada shares should tender their shares to the U.S. Depositary pursuant to the instructions described under the caption “Tenders to American Stock Transfer & Trust Company, our U.S. Depositary” below.

Tenders to American Stock Transfer & Trust Company, our U.S. Depositary

Eligibility; Who May Tender to the U.S. Depositary. Shareholders who are not Unlisted Israeli Holders or Listed Israeli Holders, should tender their shares to the U.S. Depositary.

Valid Tender. If you wish to tender shares in the Offer, you must transmit for receipt by the American Stock Transfer & Trust Company prior to the Expiration Time, at the American Stock Transfer & Trust Company’s address set forth on the back cover of this Offer to Purchase:

• a Letter of Transmittal, properly completed and signed, together with any required signature guarantees (or, in the case of a book-entry transfer, an “agent’s message”) (see “Book-Entry Transfer” below), and any other required documents; and

• either certificates representing the tendered shares or, in the case of tendered shares delivered in accordance with the procedures for book-entry transfer described below, a book-entry confirmation of that delivery (see “Book-Entry Transfer” below).

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In the alternative, you may, before the Expiration Time, comply with the guaranteed delivery procedures described below.

If a broker, dealer, commercial bank, trust company, or other nominee holds your shares, it is likely that the nominee has established an earlier deadline for you to act to instruct the nominee to accept the Offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company, or other nominee to find out the nominee’s applicable deadline.

The valid tender of shares by you through one of the procedures described in this Section 3 will constitute a binding agreement between you and us on the terms of, and subject to the conditions to, the Offer.

In accordance with Instruction 5 of the Letter of Transmittal, if you desire to tender shares in the Offer you must either:

• check one, and only one, of the boxes corresponding to the price at which shares are being tendered in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined by Shareholder” (you should be aware that this election could mean that none of your shares will be purchased if the price selected by you is higher than the purchase price eventually determined in the Offer after the Expiration Time); or

• check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Offer,” in which case you will be deemed to have tendered your shares at the minimum price of $3.50 per share (you should understand that this election may lower the purchase price paid for all purchased shares in the tender offer and could result in the tendered shares being purchased at the minimum price of $3.50 per share).

Your tender of shares will be proper if you check one, and only one, of these boxes on the Letter of Transmittal. If you wish to maximize the chance that your shares will be purchased, you should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Offer.” The lower end of the price range for the Offer is below the closing market price for the shares on August 13, 2008, the date prior to the date of this Offer to Purchase, when the closing market price on Nasdaq was $3.70 and NIS 12.72 ($3.54 based on an exchange rate of NIS 3.594 per United States dollar as of such date) on the TASE.

If you wish to tender shares at more than one price, you must complete a separate Letter of Transmittal for each price at which shares are being tendered. The same shares cannot be tendered (unless previously properly withdrawn in accordance with the terms of the Offer) at more than one price. In order to withdraw, shareholders who tendered at multiple prices pursuant to multiple Letters of Transmittal must comply with the procedures set forth in Section 4.

We encourage shareholders who hold shares through brokers or banks to consult the brokers or banks to determine whether transaction costs are applicable if they tender shares through the brokers or banks and not directly to the American Stock Transfer & Trust Company.

Book-Entry Transfer. For purposes of the Offer, the American Stock Transfer & Trust Company will establish an account for the shares at The Depository Trust Company (the “DTC”) within two U.S. business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC’s system may make book-entry delivery of shares by causing DTC to transfer those shares into the American Stock Transfer & Trust Company’s account in accordance with DTC’s procedures for that transfer. Although delivery of shares may be effected through book-entry transfer into the American Stock Transfer & Trust Company’s account at DTC, the Letter of Transmittal, properly completed and signed, with any required signature guarantees, or an agent’s message, and any other required documents must, in any case, be transmitted to, and received by, the American Stock Transfer & Trust Company, at its address listed on the back cover of this Offer to Purchase prior to the Expiration Time, or you may comply with the guaranteed delivery procedures described below.

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The confirmation of a book-entry transfer of shares into the American Stock Transfer & Trust Company’s account at DTC described above is referred to in this Offer to Purchase as a “book-entry confirmation.” Delivery of documents to DTC in accordance with DTC’s procedures will not constitute delivery to the American Stock Transfer & Trust Company.

The term “agent’s message” means a message transmitted by DTC to, and received by, the American Stock Transfer & Trust Company, and forming a part of a book-entry confirmation, stating that DTC has received an express acknowledgment from the participant tendering shares through DTC that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce that agreement against that participant.

Method of Delivery. You must choose the method of delivery of shares, the Letter of Transmittal and all other required documents, including delivery through DTC, and you will retain the risk of any loss during delivery through the method you choose. Shares will be deemed delivered only when actually received by the American Stock Transfer & Trust Company (including, in the case of a book-entry transfer, by book-entry confirmation). If you plan to make delivery by mail, we recommend that you deliver your certificates by registered mail with return receipt requested and obtain proper insurance. In all cases, sufficient time should be allowed to ensure timely delivery.

Signature Guarantees. No signature guarantee will be required on a Letter of Transmittal for shares tendered thereby if:

• the “registered holder(s)” of those shares signs the Letter of Transmittal and has not completed either the box entitled “Special Delivery Instructions or the box entitled “Special Payment Instructions” in the Letter of Transmittal; or

• those shares are tendered for the account of an “eligible institution.”

A “registered holder” of tendered shares will include any participant in DTC’s system whose name appears on a security position listing as the owner of those shares, and an “eligible institution” is a “financial institution,” which term includes most commercial banks, savings and loan associations and brokerage houses, that is a participant in the Securities Transfer Agents Medallion Program or other institution that would be eligible according to the terms of this Offer.

Except as described above, all signatures on any Letter of Transmittal for shares tendered must be guaranteed by an eligible institution. See Instructions 1, 2 and 6 to the Letter of Transmittal. If the certificates for shares are registered in the name of a person other than the person who signs the Letter of Transmittal, or if payment is to be made or certificates for shares not tendered or not accepted for payment are to be returned to a person other than the registered holder of the certificates surrendered, then the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed by an eligible institution. See Instructions 1, 2 and 6 to the Letter of Transmittal.

Guaranteed Delivery. If you wish to tender shares in the Offer and your certificates for shares are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis, you may tender if all the following conditions are met:

• your tender is made by or through an eligible institution;

• a properly completed and signed Notice of Guaranteed Delivery in the form we have provided is received by the American Stock Transfer & Trust Company, as provided below, prior to the Expiration Time; and

• The American Stock Transfer & Trust Company receives at its address listed on the back cover of this Offer to Purchase and within three U.S. trading days after the date of execution of that Notice of Guaranteed Delivery, either: (i) the certificates representing the shares being tendered, in the proper

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form for transfer, together with all other required documents and a Letter of Transmittal, which has been properly completed and signed and includes all signature guarantees required; or (ii) confirmation of book-entry transfer of the shares into the American Stock Transfer & Trust Company’s account at DTC, together with all other required documents and either a Letter of Transmittal, which has been properly completed and signed and includes all signature guarantees required, or an agent’s message.

A Notice of Guaranteed Delivery must be delivered to the American Stock Transfer & Trust Company by hand, overnight courier, facsimile transmission or mail before the Expiration Time and must include a guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery.

Share Incentive Plan; Share Awards. Holders of vested but unexercised options to purchase shares may exercise such options in accordance with the terms of their share option agreement, the Share Incentive Plan, and Jacada’s trading policy, and tender the shares received upon such exercise in accordance with the Offer. Holders of vested but unexercised options should evaluate this Offer to Purchase carefully to determine if participation would be advantageous to them, based on their share option exercise prices, the date of their share option grants and the years left to exercise their options, the range of tender prices and the provisions for pro rata purchases by Jacada described in Section 1. An exercise of an option cannot be revoked even if shares received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason. We strongly encourage those holders to discuss the Offer with their tax advisor, broker and/or financial advisor. Holders of share awards and other restricted equity interests may not tender shares or shares represented by such interests unless they are fully vested.

Return of Unpurchased Shares. The American Stock Transfer & Trust Company will return certificates for unpurchased shares promptly after the expiration or termination of the Offer or the proper withdrawal of the shares, as applicable, or, in the case of shares tendered by book-entry transfer at DTC, the American Stock Transfer & Trust Company will credit the shares to the appropriate account maintained by the tendering shareholder at DTC, in each case without expense to the shareholder.

Tendering Shareholders’ Representation and Warranty; Our Acceptance Constitutes an Agreement. It is a violation of Rule 14e-4 for a person, either alone or acting in concert with others, to tender shares for their own account unless, at the time of tender and at the Expiration Time, the person has a “net long position”:

(i) in at least the number of shares tendered, and will deliver the shares, or cause the shares to be delivered, to us within the period specified in the Offer; or

(ii) in other securities (“Equivalent Securities”) that are immediately convertible into, exercisable for or exchangeable for at least the number of shares tendered and, upon the acceptance of the tender, will acquire the shares by conversion, exchange, or exercise of the Equivalent Securities and will deliver the shares so acquired to us within the period specified in the Offer.

The same restrictions apply to the tender or guarantee of a tender on behalf of another person. A tender of shares made by any method of delivery described in this Offer to Purchase will constitute the tendering shareholder’s acceptance of the terms and conditions of the Offer. A tender will also constitute the tendering shareholder’s representation and warranty to us that (i) the shareholder has a “net long position” in a number of shares or Equivalent Securities at least equal to the shares being tendered within the meaning of Rule 14e-4, and (ii) the tender of shares complies with Rule 14e-4. Our acceptance for payment of shares tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and us upon the terms and subject to the conditions of the Offer.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by us, in our sole discretion. This determination will be final and binding on all parties. We reserve the absolute right to reject any tenders that we determine are not in proper form or that may be unlawful for us to accept for payment. We also reserve the absolute right, in our sole discretion, to waive any defect in any tender of shares of any shareholder, whether or

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not similar defects are waived for other shareholders. A tender of shares will not have been made until all defects and irregularities have been cured or waived. We are not required, directly, through the Depositaries, or through any other person, to give you notification of any defects in tenders and we will not incur any liability for failure to give notification. Our interpretation of the terms of, and conditions to, the Offer (including the Letter of Transmittal, the Notice of Guaranteed Delivery, and the instructions thereto) will be final and binding. By tendering shares to us you agree to accept all decisions we make concerning these matters and waive any right you might otherwise have to challenge those decisions.

If you tender your shares pursuant to any of the procedures described above, it will constitute your acceptance of the terms of, and conditions to, the Offer, as well as your representation and warranty to us that:

• you have the full power and authority to tender, sell, assign and transfer the tendered shares (and any and all shares, other securities or distributions issued or issuable in respect of your shares); and

• when we accept your shares for payment, we will acquire good and marketable title to your shares, free and clear of all liens, restrictions, claims and encumbrances and not subject to any adverse claims or rights.

Our acceptance of your shares pursuant to any of the procedures described above will constitute a binding agreement between you and us upon the terms of, and subject to the conditions to, the Offer.

In this Offer to Purchase, and in the Letter of Transmittal, we stated that our determinations with respect to such matters as the validity of tenders, the validity of purported withdrawal of shares and the satisfaction of conditions to the Offer will be valid and binding. These statements, and any related statements that a holder tendering shares waives any right to challenge our decisions, are not intended and should not be construed as meaning that any rights under federal or state securities laws have been waived or that our decisions are not subject to applicable law. These statements are included because it is necessary for us, in order to determine if proration is needed and, if so, which shares will be accepted and which will be returned, to make decisions which are final with respect to the validity of tenders. Without this ability to make decisions, we cannot accurately determine the number of shares tendered and make decisions about such matters as proration and return of shares. Statements that determinations will be made in our sole discretion are intended to refer to our sole discretion, exercised reasonably.

Lost Certificates. If you desire to tender and have lost your share certificates, or they have been destroyed or stolen, you should follow the instructions in the Letter of Transmittal related to lost certificates. See Instruction 13 of the Letter of Transmittal.

United States Federal Income Tax Withholding. Under the U.S. federal income tax backup withholding rules, 28% of the gross proceeds payable to a shareholder or other payee pursuant to the Offer must be withheld and remitted to the United States Treasury, unless the shareholder or other payee provides his or her taxpayer identification number (employer identification number or social security number) to the American Stock Transfer & Trust Company and certifies, under penalties of perjury, that such number is correct or an exemption otherwise applies under applicable regulations. Therefore, unless such an exemption exists and is proven in a manner satisfactory to the American Stock Transfer & Trust Company, each tendering shareholder should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal. Certain shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that shareholder must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status. This statement is normally provided on forms W-8, typically form W-8BEN. Such statements can be obtained from the American Stock Transfer & Trust Company. The amounts withheld under the backup withholding rules are not an additional tax and may be refunded or credited against a shareholder’s U.S. federal income tax liability, provided that the required information is furnished.

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Any tendering shareholder or other payee that fails to complete fully and sign the substitute Form W-9 included in the Letter of Transmittal may, or provide evidence of exemption of Form W-8 included in the Letter of Transmittal or other substitute form will, be subject to required United States backup withholding of 28% of the gross proceeds paid to the shareholder or other payee pursuant to the Offer.

For a discussion of material United States federal income tax consequences to tendering shareholders, see Section 13.

Tenders to Clal Finance Batucha Investment Management Ltd., our Israeli Depositary

Eligibility; Who May Tender to the Israeli Depositary. Shareholders who either hold their shares through a TASE member (“Unlisted Israeli Holders”) or who are named as holders of Jacada shares in the Register of Shareholders of Jacada in Israel (“Listed Israeli Holders”) should tender their shares to the Israeli Depositary. All other shareholders should tender to the U.S. Depositary, as described above.

Valid Tender.

• By Unlisted Israeli Holders: in order for an Unlisted Israeli Holder to validly tender shares in the Offer to the Israeli Depositary, such Unlisted Israeli Holder must notify the Israeli Depositary, via the TASE member with which its securities deposit is managed, of its tender by delivery of an Acceptance Notice of an Unlisted Israeli Holder to the TASE member, duly signed by the Unlisted Israeli Holder or its duly authorized attorney-in-fact.

An Acceptance Notice of an Unlisted Israeli Holder must be submitted to a TASE member with which the securities deposit of the Unlisted Israeli Holder is being managed, on an Israeli business day, generally between the hours of 9:00 a.m. and 5:00 p.m., Israel time (2:00 a.m. and 10:00 a.m., New York time), during the Offer period. We recommend that you check at what times you may submit the Acceptance Notice with the TASE member with which your securities deposit is managed.

Each of the TASE members are required to deliver to the Israeli Depositary, at its address set forth on the back cover of this Offer to Purchase, on the Expiration Date, one Acceptance Notice of TASE member, representing all Acceptance Notices delivered to such TASE member by any Unlisted Israeli Holder.

If the conditions to the Offer are satisfied or, subject to applicable law, waived by us, the purchase price for the shares validly tendered in the Offer and accepted by us for payment will be transferred to the Unlisted Israeli Holder by the Israeli Depositary promptly following the Expiration Date, by crediting within seven U.S. business days following the Expiration Date the Unlisted Israeli Holder’s bank account according to the particulars given to the Israeli Depositary through the relevant TASE member.

If any condition to the Offer is not satisfied and not waived by us, or if we withdraw the Offer, we will promptly return all the Acceptance Notices to the TASE members (and through them, to the Unlisted Israeli Holders) via the Israeli Depositary.

• By Listed Israeli Holders: in order for a Listed Israeli Holder to validly tender shares in the Offer to the Israeli Depositary, such Listed Israeli Holder must deliver, prior to 5:00 p.m., Israel time (10:00 a.m., New York time) on the Expiration Date, (1) a share certificate or share certificates representing its Jacada shares accompanied by (2) an Acceptance Notice of a Listed Holder duly signed by the Listed Holder or its duly authorized attorney-in-fact and (3) an executed share transfer deed. A Listed Israeli Holder must deliver the share certificate(s), share transfer deed and the accompanying Acceptance Notice of Listed Israeli Holder to the Israeli Depositary at its address set forth on the back cover of this Offer to Purchase. Delivery of the documents described above to the Israeli Depositary will be made against a certificate of receipt given by the Israeli Depositary during normal business hours.

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The Israeli Depositary will hold all documents delivered to it by Listed Israeli Holders as trustee until the Expiration Date.

If the conditions to the Offer are satisfied or, subject to applicable law, waived by us, the purchase price for the shares validly tendered in the Offer and accepted by us for payment will be transferred to a Listed Israeli Holder by the Israeli Depositary promptly following the Expiration Date, by crediting within seven U.S. business days following the Expiration Date the Listed Israeli Holder’s bank account according to the particulars delivered to the Israeli Depositary.

If any condition to the Offer is not satisfied prior to the completion of the Offer and not waived by us, or if we withdraw the Offer, we will promptly return to the Listed Israeli Holders, via the Israeli Depositary, all the Acceptance Notices, share certificates and other documentation attached to the Acceptance Notices delivered by the respective Listed Israeli Holders.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by us, in our sole discretion. This determination will be final and binding on all parties. We reserve the absolute right to reject any tenders that we determine are not in proper form or that may be unlawful for us to accept for payment. We also reserve the absolute right, in our sole discretion, to waive any defect in any tender of shares of any shareholder, whether or not similar defects are waived for other shareholders. A tender of shares will not have been made until all defects and irregularities have been cured or waived. We are not required, directly, through the Depositaries, or through any other person, to give you notification of any defects in tenders and we will not incur any liability for failure to give notification. Our interpretation of the terms of, and conditions to, the Offer (including the Letter of Transmittal) will be final and binding. By tendering shares to us you agree to accept all decisions we make concerning these matters and waive any right you might otherwise have to challenge those decisions.

If you tender your shares pursuant to any of the procedures described above, it will constitute your acceptance of the terms of, and conditions to, the Offer, as well as your representation and warranty to us that:

• you have the full power and authority to tender, sell, assign and transfer the tendered shares (and any and all shares, other securities or distributions issued or issuable in respect of your shares); and

• when we accept your shares for payment, we will acquire good and marketable title to your shares, free and clear of all liens, restrictions, claims and encumbrances and not subject to any adverse claims or rights.

Our acceptance of your shares pursuant to any of the procedures described above will constitute a binding agreement between you and us upon the terms of, and subject to the conditions to, the Offer.

In this Offer to Purchase, and in the Letter of Transmittal, we stated that our determinations with respect to such matters as the validity of tenders, the validity of purported withdrawal of shares and the satisfaction of conditions to the Offer will be valid and binding. These statements, and any related statements that a holder tendering shares waives any right to challenge our decisions, are not intended and should not be construed as meaning that any rights under applicable securities laws have been waived or that our decisions are not subject to applicable law. These statements are included because it is necessary for us, in order to determine if proration is needed and, if so, which shares will be accepted and which will be returned, to make decisions which are final with respect to the validity of tenders. Without this ability to make decisions, we cannot accurately determine the number of shares tendered and make decisions about such matters as proration and return of shares. Statements that determinations will be made in our sole discretion are intended to refer to our sole discretion, exercised reasonably.

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4. Withdrawal Rights

Except as this Section 4 otherwise provides, tenders of shares are irrevocable. You may withdraw shares that you have previously tendered in the Offer according to the procedures described below at any time prior to the Expiration Time for all shares. You may also withdraw your previously tendered shares at any time after 40 U.S. business days from the date of the commencement of the Offer, unless such shares have been accepted for payment as provided in the Offer.

Withdrawal procedure for tenders to American Stock Transfer & Trust Company, our U.S. Depositary

If you tendered your shares to the U.S. Depositary, for a withdrawal to be effective, a written notice of withdrawal must:

• be received in a timely manner by the American Stock Transfer & Trust Company at its address listed on the back cover of this Offer to Purchase; and

• specify the name of the person having tendered the shares to be withdrawn, the number of shares to be withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares.

If certificates for shares have been delivered or otherwise identified to the American Stock Transfer & Trust Company, then, prior to the physical release of those certificates, the serial numbers shown on those certificates must be submitted to the American Stock Transfer & Trust Company and, unless an eligible institution has tendered those shares, an eligible institution must guarantee the signatures on the notice of withdrawal.

If a shareholder has used more than one Letter of Transmittal or has otherwise tendered shares in more than one group of shares, the shareholder may withdraw shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included.

If shares have been delivered in accordance with the procedures for book-entry transfer described in Section 3, any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn shares and otherwise comply with DTC’s procedures.

Withdrawals of tenders of shares may not be rescinded and any shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. Withdrawn shares may be re-tendered at any time prior to the Expiration Time by again following one of the procedures described in Section 3.

All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by us, in our sole discretion, subject to applicable law. Our determination will be final and binding on all parties. We also reserve the absolute right, in our sole discretion, to waive any defect or irregularity in any notices of withdrawal of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. Neither Jacada, the American Stock Transfer & Trust Company, the Information Agent nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

If we extend the Offer, are delayed in our purchase of shares, or are unable to purchase shares in the Offer as a result of the occurrence of a condition disclosed in Section 6, then, without prejudice to our rights in the Offer, the American Stock Transfer & Trust Company may, subject to applicable law, retain tendered shares on our behalf, and such shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4. Our reservation of the right to delay payment for shares which we have accepted for payment is limited by Rule 13e-4(f)(5), which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer.

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Withdrawal procedure for tenders to Clal Finance Batucha Investment Management Ltd., our Israeli Depositary

If you tendered your shares to the Israeli Depositary, you may withdraw your shares as follows:

• if you are an Unlisted Israeli Holder, you may withdraw your shares at any time prior to the Expiration Time (12:00 midnight, Israel time (5:00 p.m., New York time) on September 15, 2008), by delivering to the TASE member to which you delivered your Acceptance Notice, a copy of the Acceptance Notice of an Unlisted Israeli Holder which was delivered by you, marked “Acceptance Notice Cancelled” and accompanied by the date and time of delivery of your Acceptance Notice to the TASE member, and your signature or the signature of your duly authorized attorney-in-fact; and

• if you are a Listed Israeli Holder, you may withdraw your shares by delivering to the Israeli Depositary a copy of the Acceptance Notice of a Listed Israeli Holder which was delivered by you, marked “Acceptance Notice Cancelled,” accompanied by the date and time of delivery of your Acceptance Notice to the Israeli Depositary, and your signature or the signature of your duly authorized attorney-in-fact, and by returning the certificate of receipt to the Israeli Depositary. Promptly thereafter, the Israeli Depositary will return to you the share certificate(s), share transfer deed and Acceptance Notice delivered to the Israeli Depositary by you. Withdrawal of an Acceptance Notice by a Listed Israeli Holder may only be performed by delivering the cancelled Acceptance Notice to the Israeli Depositary at its address set forth on the back cover of this Offer to Purchase, at any time prior to 12:00 midnight, Israel time (5:00 p.m., New York time), on the Expiration Date.

Withdrawals of tenders of shares may not be rescinded and any shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. Withdrawn shares may be re-tendered at any time prior to the Expiration Time by again following one of the procedures described in Section 3.

All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by us, in our sole discretion, subject to applicable law. Our determination will be final and binding on all parties. We also reserve the absolute right, in our sole discretion, to waive any defect or irregularity in any notices of withdrawal of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. Neither Jacada, the Israeli Depositary, the Information Agent, our Israeli legal counsel nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

5. Purchase of Shares and Payment of Purchase Price

In accordance with Israeli law, in order to secure the payment for the shares tendered in the Offer, the Israeli Depositary, which is a TASE member, has agreed to guarantee our obligation to pay for the shares tendered and accepted by us for payment pursuant to the Offer. To secure this guarantee, we have engaged the Israeli Depositary to act as an escrow agent and will deposit, four (4) Israeli trading days prior to the Expiration Date, cash into an escrow account in an amount sufficient to pay for the maximum number of shares that we are offering to purchase in the Offer.

Subject to the terms and conditions of the Offer, promptly after the Expiration Time, we will (i) determine a single per share purchase price, and (ii) accept for payment and pay for shares in an aggregate amount of up to 4,000,000. We will pay the same purchase price for all shares and will accept and pay for shares only if they are properly tendered at a price at or below the purchase price determined by us and not properly withdrawn before the Expiration Time.

For purposes of the Offer, we will be deemed to have accepted for payment (and therefore purchased), subject to the proration provision of this Offer, shares that are properly tendered at or below the purchase price selected by us and not properly withdrawn only when, as and if we give oral or written notice to the American Stock Transfer & Trust Company of our acceptance of the shares for payment pursuant to the Offer.

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Subject to the terms and conditions of the Offer, we will accept for payment and pay the per share purchase price for all of the shares accepted for payment pursuant to the Offer promptly after the Expiration Time. In all cases, payment for shares tendered and accepted for payment pursuant to the Offer will be made promptly, subject to possible delay in the event of proration, but only after timely receipt by the American Stock Transfer & Trust Company of:

• certificates for shares or a timely book-entry confirmation of the deposit of shares into the American Stock Transfer & Trust Company’s account at DTC;

• a properly completed and signed Letter of Transmittal (or, in the case of a book-entry transfer, an agent’s message); and

• any other required documents.

We will pay for shares purchased pursuant to the Offer by depositing the aggregate purchase price for the shares with the American Stock Transfer & Trust Company, which will act as agent for tendering shareholders for the purpose of receiving payment from us and transmitting payment to the tendering shareholders.

If proration of tendered shares is required, because of the difficulty of determining the precise number of shares properly tendered and not withdrawn, we may not be able to announce the final results of proration or pay for any shares until seven U.S. business days after the Expiration Time. Unless a shareholder specifies otherwise in the Letter of Transmittal, certificates for all shares tendered and not purchased, including all shares tendered at prices in excess of the purchase price and shares not purchased due to proration, will be returned or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with DTC by the participant who delivered the shares, to the tendering shareholder at our expense promptly after the Expiration Time or termination of the Offer.

Under no circumstances will we pay interest on the purchase price, even if there is a delay in making payment. In addition, if certain events occur, we may not be obligated to purchase shares pursuant to the Offer. See Section 6.

All shareholders tendering their shares to either the U.S. Depositary or the Israeli Depositary will be paid solely in U.S. dollars.

We will pay all share transfer taxes, if any, payable on the shares purchased pursuant to the Offer. If, however, (i) a registered holder requests that we pay the purchase price to someone other than, or unpurchased shares be registered in the name of someone other than, the registered holder, or (ii) tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, then the amount of all share transfer taxes, if any (whether imposed on the registered holder or the other person), will be deducted from the purchase price unless satisfactory evidence of the payment of the share transfer taxes, or exemption from payment of the share transfer taxes, is submitted. See Instruction 7 of the Letter of Transmittal.

Please note that under the “Backup Withholding” provisions of U.S. federal income tax law, the U.S. Depositary may be required to withhold, at applicable rates (currently 28%), on amounts received by a tendering shareholder or other payee pursuant to the offer. To prevent such withholding from the purchase price received for shares tendered in the Offer to the U.S. Depositary, each tendering shareholder who does not otherwise establish an exemption from such withholding (typically this exemption is established by providing form W-8), must properly complete the Substitute Form W-9 included in the Letter of Transmittal. See Section 3. Also see Section 13 regarding U.S. federal income tax consequences for foreign shareholders.

Also, under the “withholding tax” provisions of Israeli income tax law, the gross proceeds payable to a tendering shareholder in the Offer generally will be subject to Israeli withholding tax at a rate of 20% of the shareholder’s gain on such sale. We are seeking an approval from the Israeli Tax Authority with respect to the Israeli withholding tax rates applicable to shareholders as a result of the purchase of shares in the Offer. Should

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such approval be obtained by us, certain qualifying shareholders who will comply with the instructions and complete and sign the attached “Declaration of Status for Israeli Income Tax Purposes”, will not be subject to Israeli withholding tax. See Sections 3 and 13 for who may complete the Declaration Form.

6. Conditions of the Tender Offer

Notwithstanding any other provision of the Offer but subject to Rule 13e-4(f)(5), we will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, if any of the events set forth below occur prior to the Expiration Time and we reasonably conclude that it is inadvisable to proceed with the Offer or with acceptance for payment:

(1) At any time on or after commencement of the Offer and prior to the Expiration Date, any “legal event” shall have occurred, which we did not know and could not have known of, and we did not foresee and could not have foreseen, in each case, on the date of this Offer to Purchase, and such “legal event” would cause the terms of the Offer as result of such “legal event” to become materially different from the terms which a reasonable offeror would have proposed had it known of such “legal event” on the date of this Offer to Purchase;

For purposes of the paragraph (1) above, a “legal event” means:

• any action taken, or any statute, rule, regulation, legislation, interpretation, judgment, order or injunction enacted, enforced, promulgated, amended, issued or deemed applicable to the Offer, by any legislative body, court, government or governmental, administrative or regulatory authority or agency of competent jurisdiction, domestic or foreign; or

• any action or proceeding instituted or pending by any governmental entity or third party before a court or other authority of competent jurisdiction, domestic or foreign.

(2) At least one Israeli business day prior to the Expiration Date, we shall not have obtained any approvals, licenses, permits or consents of any competent authority or any other approval, which is required under applicable law in order to purchase the shares pursuant to the Offer (see Section 12). This includes that any U.S. or Israeli governmental, administrative or regulatory authority or agency has imposed, or has sought to impose, a requirement as to the terms of, or the disclosure with respect to, the offer, the compliance with which would (1) result in unreasonable cost or expense to us, (2) require unreasonable commercial efforts by us, or (3) otherwise would prohibit consummation of the offer or prevent consummation thereof within the time periods prescribed by applicable law.

The foregoing conditions may be asserted by us regardless of the circumstances giving rise to any such conditions and, subject to applicable law, may be waived by us in whole or in part at any time and from time to time until the Expiration Date, in the exercise of our reasonable judgment. You should be aware that under Israeli law we may not waive the condition set forth in paragraph 2 above.

Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time prior to 5:00 p.m., New York time, or 12:00 midnight, Israel time, on the Expiration Date. Any determination by us concerning any condition described in this Section 6 shall be final and binding on all parties. A public announcement may be made of a material change in, or waiver of, such conditions, and the Offer may, in certain circumstances, be extended in connection with any such change or waiver.

Should the Offer be terminated pursuant to the foregoing provisions, all tendered shares not theretofore accepted for payment shall promptly be returned by the Depositaries to the tendering shareholders.

Rule 13e-4(f)(5) requires that we either pay the consideration offered or return tendered securities promptly after the termination or withdrawal of the tender offer, regardless of whether any shares have theretofore been accepted for payment.

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All the foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to such condition or may be waived by us in whole or in part at any time and from time to time prior to the expiration of the Offer in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right, which may be asserted at any time and from time to time. Any determination by us concerning the events described in this Section 6 will be final and binding upon all parties.

7. Price Range of the Shares

Our shares are traded on Nasdaq and on the TASE both under the symbol “JCDA” (or its Hebrew equivalent). Jacada shares commenced trading on Nasdaq in October 1999 and on the TASE in June 2001. The following table sets forth, for each of the periods indicated, the high and low closing prices per share as reported by Nasdaq and the TASE as reported based on published financial sources. All share prices on Nasdaq are reported in U.S. dollars and all share prices on the TASE are reported in NIS.

	NASDAQ NATIONAL MARKET				TEL AVIV STOCK EXCHANGE
	HIGH		LOW		HIGH	LOW
FISCAL 2006
First Quarter	$	2.98	$	2.43	NIS13.85	NIS11.34
Second Quarter	$	3.10	$	2.25	NIS14.01	NIS10.44
Third Quarter	$	2.63	$	2.10	NIS11.33	NIS  9.56
Fourth Quarter	$	2.78	$	2.06	NIS11.82	NIS  9.84
FISCAL 2007
First Quarter	$	3.40	$	2.46	NIS13.89	NIS10.55
Second Quarter	$	3.98	$	3.12	NIS15.36	NIS13.15
Third Quarter	$	4.34	$	3.10	NIS  16.3	NIS14.21
Fourth Quarter	$	4.27	$	3.56	NIS17.13	NIS13.55
FISCAL 2008
First Quarter	$	4.07	$	2.76	NIS14.99	NIS10.32
Second Quarter	$	3.97	$	3.06	NIS  4.10	NIS11.02
Third Quarter (through August 13, 2008)	$	3.70	$	3.18	NIS13.12	NIS11.28

The following table sets forth, for each of the months indicated, the high and low closing sale price per share on Nasdaq and the TASE as reported in published financial sources. All share prices on Nasdaq are reported in U.S. dollars and all share prices on the TASE are reported in NIS.

	NASDAQ NATIONAL MARKET				TEL AVIV STOCK EXCHANGE
	HIGH		LOW		HIGH	LOW
August 2007	$	3.75	$	3.10	NIS 15.41	NIS 14.21
September 2007	$	4.34	$	3.55	NIS 16.30	NIS 14.80
October 2007	$	4.27	$	3.8	NIS 17.13	NIS 16.39
November 2007	$	4.15	$	3.56	NIS 16.78	NIS 15.19
December 2007	$	4.15	$	3.59	NIS 16.00	NIS 13.55
January 2008	$	4.07	$	3.44	NIS 14.99	NIS 13.24
February 2008	$	3.87	$	3.29	NIS 13.24	NIS 11.98
March 2008	$	3.49	$	2.76	NIS 12.50	NIS 10.32
April 2008	$	3.58	$	3.06	NIS 12.50	NIS 11.02
May 2008	$	3.74	$	3.19	NIS 12.59	NIS 11.75
June 2008	$	3.97	$	3.42	NIS 14.10	NIS 11.75
July 2008	$	3.78	$	3.17	NIS 12.66	NIS 11.28

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The average closing sale price for Jacada’s shares on the TASE during the six months prior to the date of this Offer to Purchase, i.e., between February 1, 2008 and July 31, 2008, was NIS 12.11 ($3.37 based on an exchange rate of NIS 3.594 per U.S. dollar as of August 13, 2008) per share, which constitutes 96% of the lower end of the price range under this Offer. The average closing sale price for Jacada’s shares on Nasdaq during the six months prior to the date of this Offer to Purchase, i.e., between February 1, 2008 and July 31, 2008, was $3.45 per share, which constitutes 99% of the lower end of the price range under this Offer.

On August 13, 2008, the last full trading day prior to the commencement of the Offer, the closing sale price per share as reported on Nasdaq was $3.70, which constitutes 105.71% of the lower end of the price range under this Offer. On August 13, 2008, the last full trading day prior to the commencement of the Offer, the closing sale price per share as reported on the TASE was NIS 12.72 ($3.54 based on an exchange rate of NIS 3.594 per U.S. dollar as of such date), which constitutes 101.14% the lower end of the price range under this Offer.

8. Source and Amount of Funds

Assuming that the Offer is fully subscribed, the aggregate purchase price will be approximately $16 million. We anticipate that we will pay for the shares tendered in the Offer, as well as paying related fees and expenses, from our cash, cash equivalents and marketable securities.

We will utilize a portion of our existing cash in connection with the Offer and, as a result, will have reduced liquidity. Reduced liquidity could have certain material adverse effects on us, including, but not limited to, the following: (i) our available liquidity in the future for acquisitions, working capital, capital expenditures, and general corporate or other purposes could be impaired, and additional financing may not be available on terms acceptable to us; (ii) our ability to withstand competitive pressures may be decreased; and (iii) our reduced level of liquidity may make us more vulnerable to economic downturns, and reduce our flexibility in responding to changing business, regulatory and economic conditions.

In accordance with Israeli law, in order to secure the payment for the shares tendered in the Offer, the Israeli Depositary, who is a member of the TASE, has agreed to guarantee our obligation to pay for the Jacada shares. In addition, to secure this guarantee, we have engaged the Israeli Depositary to act as an escrow agent and will deposit, four (4) Israeli trading days prior to the Expiration Date, cash into an escrow account in an amount sufficient to pay for the maximum number of shares that we are offering to purchase in the Offer.

After the Offer is completed, we believe that our anticipated financial condition, cash flow from operations and access to capital will continue to provide us with adequate financial resources to meet our working capital requirements and to fund capital expenditures as well as to engage in strategic activities.

9. Information About Jacada Ltd.

Our legal and commercial name is Jacada Ltd. We were incorporated under the laws of the State of Israel in December 1990 as a limited liability company. On August 9, 1999 we changed our name from Client/Server Technology Ltd. to Jacada Ltd.

Since October 1999, our Ordinary Shares have been quoted on the Nasdaq National Market under the symbol “JCDA.” In addition, our Ordinary Shares have been quoted on the Tel Aviv Stock Exchange under the same symbol or its Hebrew equivalent since June 18, 2001. We develop, market and support unified service desktop and process optimization solutions that simplify and automate customer service processes. By bridging disconnected systems into a single, “intelligent” workspace, our solutions create greater operational efficiency and increase agent and customer satisfaction. Our traditional market products enable businesses to Web-enable, modernize and integrate their existing software applications to better serve the needs of their users, customers and partners. Our customer service and support products, Jacada Fusion and Jacada WorkSpace, introduced in

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May 2004 and September 2005, respectively, target organizations that struggle to reduce operational costs and deliver high quality customer service due to the complexity of the customer service representative’s desktop. Our solutions provide our customers with a simplified interaction designed to improve the efficiency of the user and the experience of the user’s customer.

In January 2008 we sold the intellectual property and related customer contracts associated with the following Jacada products: Jacada Interface Server and Jacada Integrator, also known as Jacada HostFuse, Jacada Studio, Jacada Innovator and Jacada Terminal Emulator in consideration for $26 million in cash. These activities associated with these products comprised our application modernization and legacy integration business, which we refer to as our traditional or legacy business. Under the terms of the transaction we retained the right to develop, market, sell and support Jacada Interface Server and Jacada HostFuse in support of our customer service and support business.

Typical users of the Jacada Fusion or Jacada WorkSpace products and services are medium to large businesses with inbound contact centers that typically have in excess of 100 agents (customer service representatives). Some of the companies that have purchased Jacada Fusion and Jacada WorkSpace products include Vodafone, West Telemarketing, Cox Communications, Capita Business Services, Lillian Vernon, Quelle Contact Vertrieb, Embratel—Empresa Brasileira de Telecomunicações, Omnium Worldwide, Harrah’s Entertainment, Central Hudson Gas & Electric, Station Casinos and O2 UK.

Other than the sale of our legacy business as described in this Item 9 above, we have made no divestitures during the same time period. In addition, we are not currently engaged in a capital divestiture and our current capital expenditures are for computers, software and peripheral equipment. These capital expenditures are financed with our internal cash resources.

Where You Can Find More Information. We are subject to the informational filing requirements of the Exchange Act applicable to foreign private issuers, and, accordingly, are obligated to file reports, statements and other information with the SEC relating to our business, financial condition and other matters. We also have filed an Issuer Offer Statement on Schedule TO with the SEC that includes additional information relating to the Offer.

These reports, statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material may also be obtained by mail, upon payment of the SEC’s customary charges, from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

According to Chapter E’3 of the Israeli Securities Law and regulations promulgated thereunder, Jacada is required to file with the ISA and the TASE any document it is required to file or that it has furnished or made public to its investors in accordance with U.S. law and any other information that it receives from its shareholders regarding their holdings in Jacada, and which was furnished or that has to be furnished, according to U.S. law, to Jacada’s shareholders. Such filings, if filed on or after November 27, 2000, are available on the TASE’s website, and, if filed on or after November 5, 2003, are also available on the ISA’s website (http://www.magna.isa.gov.il).

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Incorporation by Reference. The rules of the SEC allow us to “incorporate by reference” information into this Offer to Purchase, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The Offer incorporates by reference the documents listed below, including the financial statements and the notes related thereto contained in those documents that have been previously filed with the SEC. These documents contain important information about us.

SEC Filings	Period or Date Filed or Submitted
Annual Report on Form 20-F	Fiscal year ended December 31, 2007, filed June 17, 2008
Current Reports on Form 6-K	Submitted May 15, 2008 and August 14, 2008

Any statement contained in a document incorporated by reference into this Offer to Purchase shall be deemed to be modified or superseded to the extent such statement is modified or superseded in this Offer to Purchase. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offer to Purchase.

You can obtain any of the documents incorporated by reference in this Offer to Purchase from us or from the SEC’s web site at the address described above. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents. You may request free copies of these filings by writing or telephoning us at the following address: Jacada Ltd., Attention: Tzvia Broida, Chief Financial Officer, 11 Galgalei Haplada Street, Herzliya 46722 Israel; (972) 9-952-5900. You may also review and/or download free copies of our Annual Report on Form 20-F at our website at http://www.jacada.com. We are not incorporating the contents of our website into this Offer to Purchase and information contained on our website is not part of this Offer.

In addition, we may file an amendment to the Schedule TO to incorporate by reference into this Offer to Purchase any documents and reports we file with the SEC pursuant to the Exchange Act subsequent to the date of this Offer to Purchase and prior to the Expiration Date.

10. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares

As of August 12, 2008, there were 20,858,098 of our Ordinary Shares issued and outstanding. The 4,000,000 Ordinary Shares we are offering to purchase represent approximately 19.17% of the total number of our issued and outstanding Ordinary Shares as of August 12, 2008. Out of these 20,858,098 shares, 592,480 shares were repurchased by us under our repurchase program, announced in February 2008. The weighted average sale price of the shares under our repurchase plan is $3.664. Such shares are held by us as treasury shares. Under Israeli law, these shares are deemed to be issued but may not confer any rights on us as their holder, including voting rights. Accordingly, the shares being purchased in the Offer represent a slightly higher percentage of the voting power of Jacada than of the issued and outstanding shares of Jacada.

As of August 12, 2008, our directors and executive officers as a group (11 persons) beneficially owned an aggregate of approximately 5,171,561 shares, representing approximately 23.74% of the total number of outstanding shares.

Our directors and executive officers have advised us that they do not intend to tender any of their shares in the Offer. Accordingly, assuming we purchase 4,000,000 shares in the Offer, and assuming no director or executive officer tenders any shares in the Offer, the Offer will increase the proportional holdings of our directors and executive officers to approximately 29.09%. However, our directors and executive officers may, in compliance with stock ownership guidelines and applicable law, sell their shares in open market transactions at prices that may or may not be more favorable than the purchase price to be paid to our shareholders in the Offer.

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The following table sets forth certain information regarding ownership of our Ordinary Shares as of August 12, 2008, by all directors and executive officers of Jacada as a group, based on filings made with the SEC. For each listed person, shares beneficially owned and percentage ownership take into account shares issuable upon exercise of securities exercisable within 60 days of the date hereof. Other then Gideon Hollander, Yossie Hollander and Paul O’Callaghan, whose shareholdings are described below, none of our officers and directors owns in excess of 1% of our outstanding Ordinary Shares. Unless otherwise indicated, the address of each person listed is c/o Jacada Ltd., 11 Galgalei Haplada Street, Herzliya 46722, Israel.

	As of August 12, 2008
	Number of Shares Owned	Percentage of Shares (Issued and Outstanding)	Percentage of Shares (Fully diluted basis)
Yossie Hollander (1)(2)	2,244,010	10.97%	9.54%
Gideon Hollander (1)(3)	2,139,987	10.25%	9.14%
Paul O’Callaghan (4)	225,000	1.10%	2.52%
Officers and directors as a group (11 persons)	5,171,561	23.74%	24.69%

(1) Member of the Company’s Board of Directors.

(2) Based on a Directors and Officers Questionnaire submitted to us by Mr. Hollander. Represents 1,301,280 ordinary shares owned individually by Mr. Hollander, 302,670 ordinary shares owned by Mr. Hollander’s spouse and 500,060 ordinary shares owned individually by Dana Hollander Settlement 1991, LLC, a Nevada limited liability company, as to which Mr. Hollander is an income beneficiary of a trust holding a 99% membership interest therein. Includes 140,000 ordinary shares issuable pursuant to options held by Mr. Hollander, which are exercisable within 60 days of the date hereof. Does not include 480,000 ordinary shares owned by Mr. Hollander’ mother as Mr. Hollander disclaims beneficial ownership of such shares and an aggregate of 1,549,600 ordinary shares owned indirectly by various trusts, as equity holders of certain foreign entities, as to which Mr. Hollander and/or his children, as beneficiaries of such trusts, may be deemed to have interests. Any such interest would be in an indeterminable number of the ordinary shares owned indirectly by such trusts. Mr. Hollander disclaims beneficial ownership of any ordinary shares so held by such trusts. We make no representation as to the accuracy or completeness of the information reported. The address of Mr. Hollander is 400 Perimeter Center Terrace, Suite 100, Atlanta, Georgia 30346.

(3) Based on a Schedule 13G filed with the Commission on February 14, 2007. Represents 1,564,987 ordinary shares owned individually by Mr. Hollander, and 575,000 ordinary shares issuable pursuant to options held by Mr. Hollander, which are exercisable within 60 days of the date hereof. Does not include 480,000 ordinary shares owned by Mr. Hollander’ mother as Mr. Hollander disclaims beneficial ownership of such shares. We make no representation as to the accuracy or completeness of the information reported. The address of Mr. Hollander is 11 Galgalei Haplada Street, Herzliya, 46722, Israel.

(4) The shares listed represent shares issuable upon exercise of options vested within 60 days of this Offer to Purchase.

Recent Securities Transactions

In February 2008, our Board of Directors approved a program for the repurchase of our Ordinary Shares for an aggregate amount in cash of up to $10 million, at a price per ordinary share to be determined from time to time by Gideon Hollander. As of August 12, 2008, 592,480 shares were repurchased by us under the repurchase program. The weighted average sale price of the shares so purchased is $3.664. Such shares are held by us as treasury shares. Under Israeli law, these shares are deemed to be issued but may not confer any rights on us as their holder, including voting rights. Accordingly, the shares being purchased in the Offer represent a slightly higher percentage of the voting power of Jacada than of the issued and outstanding shares of Jacada. Based on our records and information provided to us by our directors, executive officers, associates and subsidiaries, neither we nor, to the best of our knowledge, any of our affiliates, directors, executive officers or any director or

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executive officer of our subsidiaries, have effected any transactions in our Ordinary Shares during the 60 days before the date of this Offer to Purchase.

Additional Information

The name, business address, present principal occupation and material positions held during the past five years of each of our executive officers, directors and other “senior office holders” (as such term is defined under the Israeli Securities Law) set forth in our Annual Report on Form 20-F for the fiscal year ended December 31, 2007, as filed with the SEC on June 17, 2008, are incorporated by reference.

Arrangements With Others Concerning Our Securities

Except for outstanding options to purchase shares granted to certain employees (including executive officers) and except as otherwise described in this Offer to Purchase, neither we nor, to our knowledge, any of our directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to any of our securities, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

Equity Based Compensation

From time to time, we grant our employees and directors options to purchase our shares pursuant to our share option plans. We currently maintain three option plans, the 1996 Share Option Plan, the 1999 Share Option Plan and the 2003 Share Option Plan. The purpose of our option plans is to afford an incentive to officers, directors, employees and consultants of ours, or any of our subsidiaries, to acquire a proprietary interest in us, to continue as officers, directors, employees and consultants, to increase their efforts on behalf of us and to promote the success of our business.

As of July 31, 2008 we had 1,344,159 Ordinary Shares available for future grants under these option plans to be granted to officers, directors, employees and consultants. As of July 31, 2008, options to purchase 3,520,941 Ordinary Shares were outstanding under the option plans. As of July 31, 2008, the weighted average exercise price of options outstanding under our option plans is $3.31. Our option plans are administered by our Board of Directors and the options committee of our Board of Directors. Under the option plans, options to purchase our Ordinary Shares may be granted to officers, directors, employees or consultants. In addition, pursuant to the option plans, the exercise price of options shall be determined by our Board of Directors or our options committee but may not be less than the par value of the Ordinary Shares and is typically the fair market value on the date of grant. The vesting schedule of the options is also determined by our Board of Directors or our options committee but generally the options vest over a four year period. Generally, options granted under the option plans are exercisable until seven to ten years from the date of the grant. The 1996 Share Option Plan expired on December 31, 2005. The 1999 Share Option Plan and the 2003 Share Option Plan will expire on December 31, 2009 and December 31, 2012, respectively.

11. Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act

The purchase by us of shares in the Offer will reduce the number of shares that might otherwise be traded publicly and is likely to reduce the number of shareholders. As a result, trading of a relatively small volume of the shares after consummation of the Offer may have a greater impact on trading prices than would be the case prior to consummation of the Offer.

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We believe that there will be a sufficient number of shares outstanding and publicly traded following completion of the Offer to ensure a continued trading market for the shares. Based upon published guidelines of Nasdaq, we do not believe that our purchase of shares in the Offer will cause the remaining outstanding shares to be delisted from Nasdaq. The Offer is conditioned upon there not being any reasonable likelihood, in our reasonable judgment, that the consummation of the Offer and the purchase of shares will cause the shares to be delisted from Nasdaq. See Section 6.

The shares are currently “margin securities” under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using such shares as collateral. We believe that, following the purchase of shares in the Offer, the shares will continue to be “margin securities” for purposes of the Federal Reserve Board’s margin rules and regulations.

Our shares are registered under the Exchange Act, which requires, among other things, that we furnish certain information to our shareholders and the SEC. Under the Exchange Act, our shares are eligible for deregistration such that we would no longer be obligated to file reports with the SEC if, among other things, the shares are held “of record” by fewer than 300 persons. For these purposes, “of record” includes registered holders plus certain categories of other persons, including participants in a depositary such as DTC. However, since there are already less than 300 holders of record of our shares, the Offer will not cause such class of securities to be held of record by less than 300 persons and therefore, consummation of our Offer will not trigger our ability to deregister. Registration under the Exchange Act remains a condition to Nasdaq listing and we have no current intention of making application for deregistration of our shares.

12. Legal Matters; Regulatory Approvals

Being a dual listed company or a company whose shares are listed for trading on Nasdaq and the TASE, we must comply with securities laws in Israel. In addition, this Offer entails various tax aspects to U.S. shareholders as well as Israeli shareholders. Provided below is a description of the regulatory approvals we applied for in connection with the Offer.

Beginning in July 2008 through the date of this Offer to Purchase, we continued with preparations in order to enable us to commence the Offer. In addition, we, with the assistance of Israeli legal counsel, applied to the ISA for relief from certain provisions of the U.S. and Israeli securities laws to enable us to structure a tender offer that would comply with applicable law and regulations in both the U.S. and Israel. We also have approached the Israeli Tax Authorities (the “ITA”), to obtain an approval with respect to the Israeli withholding tax obligations, exemptions, and withholding tax rates applicable to the Offer.

The Israeli Securities Authority. Pursuant to the Israeli Securities Law, if the ISA, including an employee it authorized for that purpose, determines that this Offer to Purchase and related materials do not contain all the information that the ISA believes is important for a reasonable offeree, or that this Offer to Purchase and related materials do not comply with the provisions of the Israeli Securities Law, the ISA may direct, during the period in which the Offer is open, that the Expiration Date be postponed, and the ISA may direct, after having given us appropriate opportunity for a fair hearing before it, that an amendment to this Offer to Purchase and related materials be published within one Israeli business day (unless it stipulates another time), or that an amended Offer to Purchase and related materials should be provided in the form and manner it directs. The ISA may order the postponement of the Expiration Date, if it sees fit to do so, for the protection of the interests of the offerees. On August 12, 2008, we received the exemptive relief that we requested from the ISA.

The U.S. Securities and Exchange Commission. The SEC may or may not review and comment on this Offer to Purchase and related documents. However, the Offer has not been approved or disapproved by the SEC (or, for that matter, any state securities commission or the ISA), nor has the SEC (or any state securities commission or the ISA) passed upon the fairness or merits of the offer or upon the accuracy or adequacy of the information contained in this Offer to Purchase. Any representation to the contrary is a criminal offense.

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General. In addition, we must receive any necessary material approval, permit, authorization or consent of any U.S., Israeli or other governmental, administrative or regulatory agency (federal, state, local, provincial or otherwise) prior to the Expiration Date. Except as set forth above, we are not aware of any license or regulatory permit that is material to our business that might be adversely affected by our acquisition of shares as contemplated by the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for the acquisition of shares by us as contemplated by the Offer. Should any such approval or other action be required, we presently contemplate that we will seek that approval or other action where practicable within the time period contemplated by the Offer. We are unable to predict whether we will be required to delay the acceptance for payment of or payment for shares tendered in the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business or financial condition. Our obligations under the Offer to accept for payment and pay for shares is subject to conditions. See Section 6.

13. Material U.S. Federal Income Tax and Israeli Income Tax Considerations

Certain Material U.S. Federal Income Tax Considerations.

The following describes certain material U.S. federal income tax consequences relevant to the Offer for U.S. Holders (as defined below). This discussion is based upon the U.S. Internal Revenue Code, as amended (the “Code”), existing and proposed Treasury Regulations, administrative pronouncements and judicial decisions, changes to which could materially affect the tax consequences described herein, and could be made on a retroactive basis.

This discussion deals only with shares held as capital assets and does not deal with all tax consequences that may be relevant to all categories of holders (such as dealers in securities or commodities, traders in securities that elect to mark their holdings to market, financial institutions, regulated investment companies, real estate investment trusts, holders whose functional currency is not the U.S. dollar, insurance companies, tax-exempt organizations or persons who hold shares as part of a hedging, integrated, conversion or constructive sale transaction or as a position in a straddle or partnerships or other pass-through entities). In particular, different rules, which are not discussed in this Offer, may apply to shares acquired as compensation (including shares acquired upon the exercise of employee share options or otherwise as compensation). This discussion does not address the State, local or non-U.S. tax consequences of participating in the Offer. Holders of shares should consult their tax advisors as to the particular consequences to them of participation in the Offer. If a partnership (including for this purpose any entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) beneficially owns shares, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. Holders of shares that are partnerships and partners in such partnerships should consult their own tax advisors.

As used herein, a “U.S. Holder” means a beneficial holder of shares that is for U.S. federal income tax purposes: (a) an individual citizen or resident of the United States, (b) a corporation or entity treated as a corporation for U.S. federal income tax purposes organized in or under the laws of the United States, any state thereof or the District of Columbia, (c) an estate the income of which is subject to United States federal income taxation regardless of its source, or (d) a trust if a court within the United States can exercise primary supervision of the trust’s administration and one or more United States persons have the authority to control all substantial decisions of the trust.

Holders of shares that are not U.S. Holders (“Non-U.S. Holders”) should consult their tax advisors regarding the U.S. federal income tax consequences, Israeli income tax consequences, and any other applicable foreign tax consequences of the Offer and also should see Section 3 for a discussion of the applicable Israeli and U.S. withholding rules and the potential for obtaining a refund of all or a portion of any tax withheld.

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IRS CIRCULAR 230 DISCLOSURE: TO ENSURE COMPLIANCE WITH IRS CIRCULAR 230 AND ANY OTHER DISCLOSURE REQUIREMENTS IMPOSED BY THE IRS, WE INFORM YOU THAT (I) ANY U.S. FEDERAL TAX ADVICE CONTAINED IN THIS DOCUMENT (INCLUDING ANY ATTACHMENT) IS NOT INTENDED OR WRITTEN BY US TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING TAX PENALTIES UNDER THE INTERNAL REVENUE CODE; (II) SUCH ADVICE WAS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE COMPANY OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (III) TAXPAYERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

Non-Participation in the Tender Offer. U.S. Holders that do not participate in the Offer will not incur any tax liability as a result of the consummation of the Offer.

Exchange of Shares Pursuant to the Tender Offer. An exchange of shares for cash pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder that participates in the Offer will be treated, depending on such U.S. Holder’s particular circumstances, either as recognizing gain or loss from the disposition of the shares or as receiving a dividend distribution from us. The determination of whether this transaction is taxable as a capital transaction or as a dividend is made under Code section 302, discussed below. In addition, if we are determined to be a “Passive Foreign Investment Company”, this may have an impact on how the transaction is taxed to a U.S. Holder, unless certain elections are made. See discussion of “Passive Foreign Investment Company Status” below.

Classification of Transaction as Dividend or Sale or Exchange. Under Section 302 of the Code, a U.S. Holder will recognize gain or loss on an exchange of shares for cash if the exchange (a) results in a “complete termination” of all such U.S. Holder’s equity interest in us, (b) results in a “substantially disproportionate” redemption with respect to such U.S. Holder, or (c) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. In applying the Section 302 tests, a U.S. Holder must take into account stock that such U.S. Holder constructively owns under certain attribution rules, pursuant to which the U.S. Holder will be treated as owning our Ordinary Shares owned by certain family members (except that in the case of a “complete termination” a U.S. Holder may waive, under certain circumstances, attribution from family members) and related entities and any of our Ordinary Shares that the U.S. Holder has the right to acquire by exercise of an option. An exchange of shares for cash will be viewed as a substantially disproportionate redemption with respect to a U.S. Holder if the percentage of the then-outstanding shares owned by such U.S. Holder in us immediately after the exchange is less than 80% of the percentage of the shares owned by such U.S. Holder in us immediately before the exchange. If an exchange of shares for cash fails to satisfy the “substantially disproportionate” test, the U.S. Holder nonetheless may satisfy the “not essentially equivalent to a dividend” test. An exchange of shares for cash will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the U.S. Holder’s equity interest in us. An exchange of shares for cash that results in any reduction of the proportionate equity interest in us of a U.S. Holder with a relative equity interest in us that is minimal and that does not exercise any control over or participate in the management of our corporate affairs should be treated as “not essentially equivalent to a dividend.” U.S. Holders should consult their tax advisors regarding the application of the rules of Section 302 in their particular circumstances.

If a U.S. Holder is treated as recognizing gain or loss from the disposition of the shares for cash, such gain or loss will be equal to the difference between the amount of cash received and such U.S. Holder’s tax basis in the shares exchanged therefor. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the shares exceeds one year as of the date of the exchange. Such gain may be taxable at a preferential rate of 15% for certain U.S. holders, subject to the PFIC discussion below. Capital losses are subject to significant limitations.

If a U.S. Holder is not treated under the Section 302 tests as recognizing gain or loss on an exchange of shares for cash, the entire amount of cash received by such U.S. Holder pursuant to the exchange will be treated as a dividend to the extent of the portion of our current and accumulated earnings and profits allocable to such

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shares. To the extent that cash received in exchange for shares is treated as a dividend to a corporate U.S. Holder, it will not be eligible for a dividends-received deduction. For certain non-corporate U.S. Holders, subject to the discussion below under “Passive Foreign Investment Company treatment”, for taxable years before January 1, 2011, a dividend paid by us to certain shareholders will be taxed at the preferential tax rates applicable to long-term capital gains if (a) we are a “qualified foreign corporation” (as defined below), (b) the U.S. Holder receiving such dividend is an individual, estate, or trust and (c) such dividend is paid on our shares that have been held by such U.S. Holder for more than 60 days during the 120-day period beginning 60 days before the “ex-dividend date” (i.e., the first date that a purchaser of such share will not be entitled to receive such dividend). Generally, we may be considered a “qualified foreign corporation” (a “QFC”) if we are eligible for the benefits of a comprehensive income tax treaty with the United States which includes an information exchange program that the IRS determines is satisfactory. However, even if we are so eligible, we will not be treated as a QFC if we were a PFIC for the taxable year during which we paid a dividend or for the preceding taxable year. See the discussion below as to PFIC status.

Subject to the PFIC discussion below, to the extent that amounts received pursuant to the Offer that are treated as dividends exceed a U.S. Holder’s allocable share of our current and accumulated earnings and profits, the distribution will first be treated as a non-taxable return of capital, causing a reduction in the tax basis of such U.S. Holder’s shares, and any amounts in excess of the U.S. Holder’s tax basis will constitute capital gain. Any remaining tax basis in the shares tendered will be added to any remaining shares held by such U.S. Holder. If the U.S. Holder has no remaining shares, the basis in the shares tendered could be lost.

We cannot predict whether or the extent to which the Offer will be oversubscribed. If the Offer is oversubscribed, proration of tenders pursuant to the Offer will cause us to accept fewer shares than are tendered. Therefore, a U.S. Holder can be given no assurance that a sufficient number of such U.S. Holder’s shares will be purchased pursuant to the Offer to ensure that such purchase will be treated as a sale or exchange, rather than as a dividend, for U.S. federal income tax purposes pursuant to the rules discussed above.

See Section 3 with respect to the application of U.S. withholding and backup withholding.

Passive Foreign Investment Company (“PFIC”) Status. We do not believe that we should be treated as a PFIC for any tax year through and including the tax year ended December 31, 2007. We have not determined the possibility of PFIC status in 2008 but it is possible, depending on various factors such as our cash position at the end of each quarter, that we will be PFIC in 2008. As explained below, if we are determined to be a PFIC for the year 2008, the sale or exchange of our shares may have less advantageous tax consequences to a U.S. Holder compared to if we are not a PFIC, unless such U.S. Holder makes certain elections which may also have certain tax consequences, as described below. As explained below, if we are determined to be a PFIC, we will provide you with the required information necessary to make such elections for any year, if any, in which we are a PFIC.

Generally, a non-United States corporation is treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes if either (i) 75% or more of its gross income (including the pro rata gross income of any company (United States or non-United States) in which such corporation is considered to own 25% or more of the stock by value) for the taxable year is passive income, generally referred to as the “income test,” or (ii) 50% or more of the average value of its assets (including the pro rata value of the assets of any company in which such corporation is considered to own 25% or more of the stock by value) during the taxable year, measured at the end of each quarter, produce or are held for the production of passive income in the taxable year, generally referred to as the “asset test”.

We do not believe that we should be treated as a PFIC for any tax year through and including the tax year ended December 31, 2007. However, the statutory provisions, legislative history and administrative pronouncements with respect to the principles under which the asset test is to be implemented leave unanswered a number of questions pertaining to the application of the asset test to us. In addition, there are circumstances

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both in our control and out of our control that may affect our status as a PFIC. Sale of non-passive assets in exchange for passive assets (such as cash) may increase the chance of the assets test applying to us. Fluctuation in the market price in our shares may also impact this test. While we will attempt to manage our business so as to avoid PFIC status, to the extent consistent with its other business goals, we cannot predict whether our business plans will allow us to avoid PFIC status or whether our business plans will change in a manner that affects our PFIC determination. We have not determined the possibility of PFIC status in 2008 but it is possible, depending on various factors such as our cash position at the end of each quarter, that we will be PFIC in 2008. In view of this uncertainty, U.S. holders are urged to consult their tax advisors for guidance and consider whether they should make a “QEF election” or “mark-to-market” election as described below.

If we were deemed to be a PFIC for any taxable year during which a U.S. Holder held our Ordinary Shares and such holder failed to make either a “QEF election” or a “mark-to-market election” (each as described below):

• gain recognized by the U.S. Holder upon the disposition of, as well as income recognized upon receiving certain dividends on, our Ordinary Shares would be taxable as ordinary income;

• the U.S. Holder would be required to allocate such dividend income and/or disposition gain ratably over such holder’s entire holding period in our Ordinary Shares;

• the amount allocated to each year other than the year of the dividend payment or disposition would be subject to tax at the highest individual or corporate tax rate, as applicable, and an interest charge would be imposed with respect to the resulting tax liability;

• the U.S. Holder would be required to file an annual return on IRS Form 8621 regarding distributions received on, and gain recognized on dispositions of, our Ordinary Shares; and

• any U.S. Holder who acquired our Ordinary Shares upon the death of a U.S. Holder would not receive a step-up of the income tax basis to fair market value of such shares. Instead, such U.S. Holder beneficiary would have a tax basis equal to the decedent’s basis, if lower.

Although a determination as to a corporation’s PFIC status is made annually, an initial determination that a corporation is a PFIC for any taxable year generally will cause the above described consequences to apply for all future years to U.S. Holders who held shares in the corporation at any time during a year when the corporation was a PFIC and who did not timely make a QEF election or mark-to-market election (each as described below) with respect to such shares with their U.S. federal income tax return for the first tax year in which such U.S. Holder owned the shares and the corporation was a PFIC. This will be true even if the corporation ceases to be a PFIC in later years. However, with respect to a PFIC that does not make any distributions or deemed distributions, the above tax treatment would apply only to U.S. Holders who realize gain on their disposition of shares in the PFIC.

QEF election

A U.S. Holder that holds our Ordinary Shares may elect, to have us treated, with respect to that person, as a “Qualified Electing Fund” or QEF. (We refer to such election as a “QEF Election” and to a U.S. Holder who makes such QEF election as an “Electing Shareholder”). The QEF Election is made on a shareholder-by-shareholder basis, applies to all Ordinary Shares that the Electing Shareholder held or subsequently acquired and can only be revoked with consent of the United States Internal Revenue Service (the “IRS”). The QEF Election must be made on or before the due date (with regard to extensions) of the Electing Shareholder’s tax return for the taxable year for which the election is made and, once made, will be effective for all subsequent taxable years of such person unless revoked.

If you make a QEF Election, you generally will be required to include currently in gross income your pro rata share of our annual ordinary earnings and net capital gains, if any, in any taxable year for which we are a PFIC. Any income inclusion will be required whether or not you own our Ordinary Shares for an entire taxable year or at the end of our taxable year. The amount that you will be required to include in income will be

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determined without regard to our prior year losses or the amount of cash distributions you receive from us. You then will be required to pay tax currently on such income, unless you make an election to defer such payment and pay an interest charge.

An Electing Shareholder is required to make an annual information statement which would include information as to its pro rata share of ordinary earnings and net capital gains, calculated under U.S. tax principles, and as to distributions on such Ordinary Shares. If, in the future, we determine that we are or were a PFIC, we will assist Electing Shareholders with the gathering of the information required to make such information statement.

So long as an Electing Shareholder’s QEF election is in effect with respect to the entire holding period for its Ordinary Shares, any gain or loss realized by such shareholder on the sale or exchange of such Ordinary Shares held as capital assets ordinarily would be a capital gain or loss and taxable to such shareholder in the same manner as if the shares were not shares in a PFIC.

U.S. Holders will be permitted to make retroactive elections in particular circumstances, including if the U.S. Holder had a reasonable belief that the Company was not a PFIC and filed a protective election. U.S. Holders should consult their tax advisors as to the consequences of making a protective QEF election or other consequences of making the QEF election.

In the event that we were deemed to be a PFIC for any taxable year and a U.S. Holder failed to make a QEF election for the first taxable year that we were a PFIC and such U.S. Holder owned our Ordinary Shares, the U.S. Holder could obtain treatment similar to that afforded a shareholder who has made a timely QEF election by making a QEF election and a deemed sale election or “purging election” for the same taxable year. If a purging election is made, the U.S. Holder will be treated if it had sold our Ordinary Shares for their fair market value on the last day of the taxable year and will recognize gain, but not loss, on such deemed sale in accordance with the general PFIC rules, including the interest charge provisions described above. Thereafter, the U.S. Holder’s interest will be treated as an interest in a qualified electing fund.

Mark-to-market election

A U.S. Holder generally may make a mark-to-market election with respect to shares of “marketable stock” of a PFIC. The term “marketable stock” generally includes stock of a PFIC that is “regularly traded” on a “qualified exchange or other market”.

Generally, a “qualified exchange or other market” means (i) a national securities exchange which is registered with the United States Securities and Exchange Commission or the national market system established pursuant to Section 11A of the United States Securities Exchange Act of 1934; or (ii) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located and that has the following characteristics: (a) the exchange has trading volume, listing, financial disclosure, surveillance and other requirements designed to prevent fraudulent and manipulative acts and practices, to remove impediments to and perfect the mechanism of a free and open, fair and orderly, market, and to protect investors, and the laws of the country in which the exchange is located and the rules of the exchange ensure that such requirements are actually enforced and (b) the rules of the exchange effectively promote active trading of listed stocks. A class of stock is “regularly traded” on a qualified exchange or other market for any calendar year during which such class of stock is traded (other than in de minimis quantities) on at least 15 days during each calendar quarter, subject to special rules for an initial public offering. In the event that our Ordinary Shares do not qualify as “marketable stock” for these purposes, a U.S. Holder will not be eligible to make a mark-to-market election.

As with a QEF election, a mark-to-market election is made on a shareholder-by-shareholder basis, applies to all Ordinary Shares held or subsequently acquired by a U.S. Holder and can only be revoked with consent of the IRS (except to the extent the Ordinary Shares no longer constitute “marketable stock”). As a result of a

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mark-to-mark election, in any taxable year we are a PFIC, a U.S. Holder would generally be required to report gain or loss annually to the extent of the difference between the fair market value of our Ordinary Shares at the end of the taxable year and such U.S. Holder’s adjusted tax basis in our Ordinary Shares at that time. Any gain under this computation, and any gain on an actual disposition of the Ordinary Shares, would be treated as ordinary income. Any loss under this computation, and any loss on an actual disposition of Ordinary Shares, generally would be treated as ordinary loss to the extent of the cumulative net mark-to-market gain previously included. Any remaining loss from marking Ordinary Shares to market will not be allowed, and any remaining loss from an actual disposition of Ordinary Shares generally would be capital loss. The U.S. Holder’s tax basis in the Ordinary Shares is adjusted annually for any gain or loss recognized under the mark-to-market election.

Unless either (i) the mark-to-market election is made with respect to the taxable year in which the U.S. Holder’s holding period for the Ordinary Shares commences or (ii) a QEF election has been in effect for such person’s entire holding period, any mark-to-market gain for the election year generally will be subject to the general rules applicable to the disposition of shares of a PFIC, discussed above.

U.S. HOLDERS OF OUR ORDINARY SHARES SHOULD CONSULT THEIR TAX ADVISORS ABOUT THE PFIC RULES, INCLUDING THE POSSIBILITY, AND ADVISABILITY OF, AND THE PROCEDURE AND TIMING FOR MAKING A QEF OR MARK-TO-MARKET ELECTION IN CONNECTION WITH THEIR HOLDING OF ORDINARY SHARES, INCLUDING OPTIONS TO ACQUIRE OUR ORDINARY SHARES.

THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER’S PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE TAX IMPLICATIONS OF THE TENDER OFFER UNDER APPLICABLE FEDERAL, STATE OR LOCAL LAWS. FOREIGN SHAREHOLDERS SHOULD ALSO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES UNIQUE TO HOLDERS WHO ARE NOT U.S. PERSONS.

Certain Material Israeli Tax Considerations.

The following discussion summarizes the material Israeli tax considerations of the Offer applicable to Jacada’s shareholders whose shares are tendered and accepted for payment pursuant to the Offer. The following discussion is based on the Israeli Income Tax Ordinance [New Version], 1961, as amended, (the “Ordinance”), the regulations promulgated thereunder, administrative rulings and pronouncements, all of which are subject to change, possibly with retroactive effect. Any such change could alter the tax considerations discussed below. There can be no assurance that the Israeli Tax Authority, or the ITA, or a court will not take a position contrary to the Israeli income tax considerations discussed herein or that any such contrary position taken by the ITA or a court would not be sustained. This discussion addresses only Jacada shares that are held as capital assets (generally, assets held for investment) within the meaning of the Ordinance. This discussion does not address all of the tax consequences that may be relevant to shareholders in light of their particular circumstances or certain types of shareholders subject to special treatment.

The tax discussion set forth below is based on present law. Because individual circumstances may differ, we recommend that holders consult their tax advisors to determine the applicability of the rules discussed below to you and the particular tax effects of the Offer, including the application of Israeli or other tax laws.

The summary below does not discuss the effects of any non-Israeli tax laws. We recommend that holders of Jacada shares who are U.S. Holders consult their tax advisors regarding the U.S. federal, state and local income tax consequences of the Offer. For a discussion of certain U.S. federal income tax considerations, see above under “Certain Material U.S. Federal Income Tax Considerations.”

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Characterization of the Purchase. The receipt of cash for Jacada shares pursuant to the Offer generally will be treated as a taxable transaction for Israeli income tax purposes, pursuant to which a holder of shares will be treated as having sold such shares. There are no clear defined rules under Israeli tax law distinguishing when a payment in purchase of shares is to be treated as a dividend rather than a capital gain or loss. However, in most cases where the purchase of shares is not significantly pro-rata among all shareholders, the prevailing view and accepted practice by the ITA is to treat such purchase as a capital transaction. We are in the process of obtaining an approval from the ITA to treat the transaction as a capital transaction.

Israeli Residents. Israeli law generally imposes a capital gains tax on a sale or disposition of any capital assets by Israeli residents, as defined for Israeli tax purposes, and on the sale of assets located in Israel, including Jacada shares in Israeli companies (such as Jacada), by non-Israeli residents, unless a specific exemption is available or unless a tax treaty between Israel and the shareholder’s country of residence provides otherwise.

Tax Rates. Pursuant to the Ordinance and the regulations promulgated thereunder, as of January 1, 2006, the tax rate applicable to capital gains derived from the sale of Jacada shares, whether listed on a stock market or not, is 20% for Israeli individuals, unless such shareholder claims a deduction for financing expenses in connection with such shares, in which case the gain generally will be taxed at a rate of 25%. Additionally, if such shareholder is considered a “significant shareholder” at any time during the 12-month period preceding such sale, i.e., such shareholder holds directly or indirectly, including with others, at least 10% of any means of control in the company, the tax rate is 25%. Companies are subject to the corporate tax rate on capital gains derived from the sale of shares (currently 27%), unless such companies were not subject to the Israeli Income Tax Law (Inflationary Adjustments), 1985 (or certain regulations), or the Inflationary Adjustments Law, prior to August 10, 2005, in which case the applicable tax rate is 25%. However, the foregoing tax rates will not apply to: (i) dealers in securities; (ii) shareholders who acquired their shares prior to Jacada’s initial public offering on Nasdaq (that may be subject to a different tax arrangement); and (iii) in some cases, shareholders who received their shares through the exercise of employee share options or otherwise as compensation. The tax basis of Jacada shares acquired prior to January 1, 2003 by individuals and by companies that were not subject to the Inflationary Adjustments Law will be determined in accordance with the average closing share price on the TASE or Nasdaq, as applicable, for the three trading days preceding January 1, 2003. However, a request may be made to the tax authorities to consider the actual adjusted cost of the shares as the tax basis if it is higher than such average price.

Non-Israeli residents. Non-Israeli residents generally will be exempt from capital gains tax on the sale of the shares, provided that such shareholders did not acquire their shares prior to Jacada’s initial public offering and that the gains did not derive from a permanent establishment of such shareholders in Israel. However, non-Israeli corporations will not be entitled to such exemption if Israeli residents (i) have a controlling interest of 25% or more in such non-Israeli corporation, or (ii) are the beneficiary of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly.

In addition, pursuant to the Convention between the Government of the United States of America and the Government of Israel with Respect to Taxes on Income, as amended, or the U.S.-Israel Tax Treaty, the sale, exchange or disposition of Jacada shares by a person who (i) holds the shares as a capital asset, (ii) qualifies as a resident of the United States within the meaning of the U.S.-Israel Tax Treaty, and (iii) is entitled to claim the benefits afforded to such U.S. resident by the U.S.-Israel Tax Treaty (such person is referred to as a U.S. Treaty Resident), generally will not be subject to Israeli capital gains tax unless such U.S. Treaty Resident held, directly or indirectly, shares representing 10% or more of the voting power of Jacada during any part of the 12-month period preceding the sale, exchange or disposition, subject to certain conditions, or the capital gains can be allocated to a permanent establishment of such U.S. Treaty Resident in Israel. If the exemption is not available, such sale, exchange or disposition would be subject to Israeli capital gains tax to the extent applicable. Under the U.S.-Israel tax Treaty, such U.S. Treaty Resident would be permitted to claim a credit for Israeli income tax against the U.S. federal income tax imposed on the disposition, subject to the limitations in the U.S. tax laws applicable to foreign tax credits.

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Israeli Withholding Tax. The gross proceeds payable to a tendering shareholder in the Offer generally will be subject to Israeli withholding tax at the rate of 20% of the shareholder’s gain on such sale. We are seeking an approval from the ITA with respect to the Israeli withholding tax rates applicable to shareholders as a result of the purchase of shares in the Offer. Should such approval be obtained by us, we will not be required to withhold Israeli tax in the case where the attached “Declaration of Status for Israeli Income Tax Purposes” (the “Declaration Form”) is duly completed by shareholders eligible for an exemption from withholding, or by eligible Israeli resident banks, brokers or financial institutions, as described below. Note that your bank, broker or financial institution may be required, and may withhold tax in certain situations.

More specifically, if you tender your Jacada shares to:

• the U.S. Depositary, the U.S. Depositary may be required to withhold 20% of the gross proceeds payable to you pursuant to the Offer, unless you either:

• certify, by completing the Declaration Form, that (1) you are NOT a “resident of Israel” for purposes of the Ordinance, and, in case of a non-Israeli corporation, that such corporation is NOT a “resident of Israel” and that Israeli residents are NOT “controlling shareholders” (as defined under Section 68A of the Ordinance) of such corporation, nor are Israeli residents the beneficiaries of, and are not entitled to, 25% or more of such corporation’s revenues or profits, whether directly or indirectly; or (2) the holder of the Jacada shares is a bank, broker or financial institution resident in Israel that (A) is holding the Jacada shares solely on behalf of beneficial shareholder(s) (so-called “street name” holders) and (B) is subject to the provisions of the Ordinance and regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the gross proceeds (if any) paid by such shareholder to the beneficial shareholder(s) with respect to the Jacada shares tendered by such shareholder on their behalf; or (3) the holder of the shares is a non-Israeli bank, broker or financial institution holding the shares solely on behalf on an institution that qualifies under (2) above . In such case, the U.S. Depositary will not withhold any Israeli withholding tax from the gross proceeds payable to you or to your financial institution pursuant to the offer; or

• provide the U.S. Depositary, with a copy (which shall not constitute notice) to Meitar Liquornik Geva & Leshem Brandwein, our legal counsel in Israel, at its address set forth on the back cover of this Offer to Purchase, a valid certificate from the ITA entitling you to an exemption or a specified withholding tax rate, referred to as the ITA Waiver. In such case, the U.S. Depositary will withhold Israeli withholding tax (or not withhold, if such shareholder is entitled to an exemption) from the gross proceeds payable to it pursuant to the offer in accordance with such ITA Waiver, after it determines, at its sole discretion, that the ITA Waiver is valid and applicable to the current transaction; or

• the Israeli Depositary, and you

• hold your Jacada shares through a TASE member, such TASE member will withhold Israeli income tax, if applicable, at the rate of up to 20% of the gain realized by you from the sale of Jacada shares in the offer, in accordance with the Israeli Income Tax Regulations (Withholding from Consideration, Payment or Capital Gains on the Sale of a Security or Forward Transaction), 5763-2000; or

• if you are named as a holder of Jacada shares in the Register of Shareholders of Jacada in Israel, the Israeli Depositary may be required to withhold 20% of the gross proceeds payable to you pursuant to the Offer, unless you provide the Israeli Depositary, with a copy (which shall not constitute notice) to Meitar Liquornik Geva & Leshem Brandwein, our legal counsel in Israel, at its address set forth on the back cover of this Offer to Purchase, with a valid ITA Waiver, in which case, the Israeli Depositary will withhold Israeli withholding tax (or not withhold, if such shareholder is entitled to an exemption) from the gross proceeds payable to it pursuant to the Offer in accordance with such ITA Waiver, after it determines, at its sole discretion, that the ITA Waiver is valid and applicable to the current transaction.

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We recommend that you consult your tax advisors regarding the application of Israeli income and withholding taxes (including eligibility for any withholding tax reduction or exemption, and the refund procedure).

Please note that if a shareholder tenders its Jacada shares to the U.S. Depositary and provides a Declaration Form, you also consent to the provision of such Declaration Form to us and to the ITA in case the ITA so requests for purposes of audit or otherwise.

All questions as to the validity, form or eligibility of any Declaration Form or ITA Waiver (including time of receipt) and, subject to applicable law, the withholding of Israeli taxes, will be determined by us, in our sole discretion. This determination will be final and binding on all parties. We reserve the absolute right to reject any or all Declaration Forms or ITA Waivers that we determine not to be in proper form or pursuant to which the failure to withhold any Israeli taxes may be unlawful. We also reserve, subject to applicable law, the absolute right, in our sole discretion, to waive any defect or irregularity in any Declaration Form or ITA Waiver of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. None of us, our affiliates, our assigns, the Depositaries, the Information Agent, our Israeli legal counsel or any other person will be under any duty to give notification of any defects or irregularities or incur any liability for failure to give any notification.

An excerpt of the definition of an Israeli resident in the Ordinance is attached as Annex A.

The Israeli withholding tax is not an additional tax. Rather, the Israeli income tax liability of shareholders subject to Israeli withholding tax will be reduced by the amount of Israeli tax withheld. If Israeli withholding tax results in an overpayment of Israeli taxes, the holder may apply to the ITA in order to obtain a refund. However, no assurance is given as to whether and when the ITA will grant such refund.

The foregoing discussion is intended only as a summary and does not purport to be a complete analysis or listing of all potential Israeli tax effects of the Offer. We recommend that Jacada shareholders consult their tax advisors concerning the Israeli and non-Israeli tax consequences to them of tendering their shares in the Offer.

14. Extension of the Tender Offer; Termination; Amendment

We expressly reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 6 shall have occurred or shall be deemed by us to have occurred, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of such extension to the American Stock Transfer & Trust Company and making a public announcement of such extension. Under Israeli law, however, the Offer may not remain open for more than 60 days following the date of this Offer to Purchase, except that if a third party commences a tender offer for Jacada’s shares during the Offer, we will be permitted to extend the Offer so that its expiration date will correspond with the expiration date of the third party’s tender offer. In the event that we extend the Offer, we will inform the Depositaries, the Information Agent and our Israeli legal counsel of that fact. We will also issue a press release announcing a new Expiration Date no later than 9:00 a.m. New York time (4:00 p.m. Israel time), on the first Israeli business day after the day on which we decide to extend the Offer, and file an immediate report with the ISA and, within one Israeli business day, publish the notice in two daily newspapers having a mass circulation and published in Israel in Hebrew. Under Israeli law, however, we will not be permitted to extend the Offer, unless either (1) the Israeli Depositary, which guarantees our obligation to pay for the shares, confirms that, under the new circumstances, it will maintain such guarantee or (2) such a guarantee is obtained by us from another TASE member. We also expressly reserve the right, in our sole discretion, to terminate the Offer if any of the conditions set forth in Section 6 have occurred and to reject for payment and not pay for any shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for shares by giving oral or written notice of such termination or postponement to the American Stock Transfer & Trust Company and making a public announcement of such termination or postponement.

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Our reservation of the right to delay payment for shares which we have accepted for payment is limited by Rule 13e-4(f)(5), which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether any of the events set forth in Section 6 shall have occurred or shall be deemed by us to have occurred, to amend the Offer in favor of our shareholders in any respect, including, without limitation, by increasing the consideration offered in the Offer to holders of shares or by increasing the aggregate value of the shares being sought in the Offer. Amendments to the Offer may be made at any time and from time to time effected by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York time, on the next U.S. business day after the last previously scheduled or announced Expiration Time. Any public announcement made in the Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of such change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through a national news service. In addition, we would file such press release as an exhibit to the Schedule TO. Under Israeli law, we will file an immediate report with the ISA and, within one Israeli business day, publish a notice in two daily newspapers having a mass circulation and published in Israel in Hebrew.

If we materially change the terms of the Offer or the information concerning the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) promulgated under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information; however, in no event will the Offer remain open for fewer than five U.S. business days following such a material change in the terms of, or information concerning, the Offer. If (1)(i) we make any change to the price range at which we are offering to purchase shares in the Offer, or (ii) increase the number of shares purchasable in the Offer by more than 2% of our outstanding shares and (2) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth U.S. business day from, and including, the date that such notice of an increase is first published, sent or given to shareholders in the manner specified in this Section 14, the Offer will be extended until the expiration of such ten U.S. business day period.

15. Fees and Expenses

We have retained MacKenzie Partners, Inc., to act as Information Agent, the American Stock Transfer & Trust Company as our U.S. Depositary and Clal Finance Batucha Investment Management Ltd. as our Israeli Depositary in connection with the Offer. MacKenzie Partners, Inc. may contact holders of shares by mail, facsimile and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the Offer to beneficial owners. MacKenzie Partners, Inc. and the Depositaries will receive reasonable and customary amounts of compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws.

We will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Information Agent as described above) for soliciting tenders of shares in the Offer. Shareholders holding shares through brokers or banks are urged to consult the brokers or banks to determine whether transaction costs may apply if shareholders tender shares through the brokers or banks and not directly to the American Stock Transfer & Trust Company. We will, however, upon request, reimburse brokers, dealers and commercial banks for customary mailing and handling expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or the agent of the Information Agent or the American Stock Transfer & Trust Company for purposes of the Offer. We will pay or cause to be paid all share transfer taxes, if any, on our purchase of shares, except as otherwise described in Section 5.

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16. Miscellaneous

Pursuant to Rule 13e-4(c)(2) under the Exchange Act, we have filed with the SEC an Issuer Offer Statement on Schedule TO, which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 9 with respect to information concerning us.

This Offer to Purchase and the Letter of Transmittal do not constitute an offer to purchase securities in any jurisdiction in which such offer is not permitted or would not be permitted. If we become aware of any jurisdiction where the making of the Offer or the acceptance of shares pursuant thereto is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law where practicable. If, after such good faith effort, we cannot comply with the applicable law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of shares in such jurisdiction.

You should only rely on the information contained in this Offer to Purchase or to which we have referred to you. We have not authorized any person to make any recommendation on behalf of us as to whether you should tender or refrain from tendering your shares in the Offer. We have not authorized any person to give any information or to make any representation in connection with the Offer other than those contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation, gives you any information or makes any representation, you must not rely upon that recommendation, information or representation as having been authorized by us, the American Stock Transfer & Trust Company or the Information Agent.

Jacada Ltd.

August 14, 2008

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ANNEX A

Definition of Israeli Resident for Israeli Tax Purposes (Unofficial Translation from Hebrew)

The following is an excerpt of Section 1 of the Israeli Income Tax Ordinance [New Version], 1961, as amended, which defines a “resident of Israel” or a “resident” as follows:

“(A) with respect to an individual - a person whose center of vital interests is in Israel; for this purpose the following provisions will apply:

(1) in order to determine the center of vital interests of an individual, account will be taken of the individual’s family, economic and social connections, including, among others:

(a) place of permanent home;

(b) place of residential dwelling of the individual and the individual’s immediate family;

(c) place of the individual’s regular or permanent occupation or the place of his permanent employment;

(d) place of the individual’s active and substantial economic interests;

(e) place of the individual’s activities in organizations, associations and other institutions;

(2) the center of vital interests of an individual will be presumed to be in Israel:

(a) if the individual was present in Israel for 183 days or more in the tax year;

(b) if the individual was present in Israel for 30 days or more in the tax year, and the total period of the individual’s presence in Israel that tax year and the two previous tax years is 425 days or more.

For the purposes of this provision, “day” includes a part of a day;

(3) the presumption in subparagraph (2) may be rebutted either by the individual or by the assessing officer;

(4) ...;

(B) with respect to a body of persons - a body of persons which meets one of the following:

(1) it was incorporated in Israel;

(2) the “control and management” of its business is exercised in Israel.”

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The Letter of Transmittal, certificates for shares and any other required documents should be sent or delivered by each shareholder of Jacada or his or her bank, broker, dealer, trust company or other nominee to the American Stock Transfer & Trust Company and to Clal Finance Batucha Investment Management Ltd., as follows:

By Hand or Overnight Courier:	By Facsimile Transmission:	By Mail:
American Stock Transfer & Trust Company	(for Guaranteed Deliveries only)	American Stock Transfer & Trust Company
Operations Center Attn: Reorganization Department/ Jacada Offer 6201 15th Avenue Brooklyn, NY 11219	+1-718-235-5001 Confirm by Telephone: +1-718-936-5100	Attn: Reorganization Department/ Jacada Offer 59 Maiden Lane Concourse Level New York, NY 10038
For assistance call (877) 248-6417 or (718) 921-8317 CLAL FINANCE BATUCHA INVESTMENT MANAGEMENT LTD.
By Hand or Overnight Courier:	By Facsimile Transmission:	By Mail:
Clal Finance Batucha Investment Management Ltd. 37 Menahem Begin Road, Tel Aviv 65220, Israel	(972) 3-5653533 Confirm by Telephone: (972) 3-5653529	Clal Finance Batucha Investment Management Ltd. 37 Menahem Begin Road, Tel Aviv 65220, Israel

Delivery of the Letter of Transmittal to addresses other than as set forth above will not constitute a valid delivery to the American Stock Transfer & Trust Company or to Clal Finance Batucha Investment Management Ltd.

Questions and requests for assistance may be directed to the Information Agent at its address and telephone number set forth below. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery should be directed to the Information Agent.

The Information Agent for the Offer is:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect) or

Call Toll-Free (800) 322-2885

Email: tenderoffer@mackenziepartners.com

Our Israeli legal counsel is:

Meitar Liquornik Geva & Leshem Brandwein

16 Abba Hillel Silver Road

Ramat Gan 52506, Israel

Tel: (972) 3-6103100

Fax: (972) 3-6103111

Attn: Dan Geva, Adv. and David S. Glatt, Adv.

EX-99.A(1)(B)

Exhibit (a)(1)(B)

Letter of Transmittal

To Tender Ordinary Shares

Pursuant to the Offer to Purchase for Cash

Dated August 14, 2008

By

JACADA LTD.

of

Up to 4,000,000 of its Ordinary Shares

at a Purchase Price Not Greater Than $4.00 nor Less Than $3.50 Per Share

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE

AT 5:00 P.M., NEW YORK TIME, OR 12:00 MIDNIGHT ISRAEL TIME, ON SEPTEMBER 15, 2008,

UNLESS THE OFFER IS EXTENDED.

The U.S. Depositary for the offer is:

American Stock Transfer & Trust Company

By Hand/Overnight Courier:	By Facsimile	By Mail:
	(to Eligible Institutions only):
American Stock Transfer & Trust Company		American Stock Transfer & Trust Company
Operations Center	(718) 234-5001	Operations Center
Attn: Reorganization Department		Attn: Reorganization Department
6201 15th Avenue	Confirm by Telephone:	P.O. Box 2042
Brooklyn, New York 11219	Toll-free (877) 248-6417	New York, New York 10272-2042
	(718) 921-8317

Delivery of this Letter of Transmittal and all other documents to an address other than as set forth above will not constitute a valid delivery.

PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL. IF APPLICABLE TO YOU, MAKE SURE YOU COMPLETE (1) THE DECLARATION FORM (“DECLARATION OF STATUS FOR ISRAELI INCOME TAX PURPOSES”) INCLUDED HEREIN TO PREVENT ISRAELI WITHHOLDING TAX AND/OR (2) SUBSTITUTE FORM W-9 INCLUDED HEREIN OR THE IRS FORM W-8 INCLUDED HEREIN (OR OTHER APPLICABLE FORM W-8), AS APPLICABLE, TO PREVENT U.S. BACKUP WITHHOLDING TAX, IN EACH CASE, ON ANY CASH PAYMENT PAYABLE TO YOU PURSUANT TO THE OFFER.

SUBJECT TO APPLICABLE LAW, THE OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR THE ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

The instructions set forth in the Letter of Transmittal should be read carefully before it is completed.

DESCRIPTION OF ORDINARY SHARES TENDERED
Names(s) and Address(es) of Registered Holder(s) (Please Fill in, if blank)	Share Certificate(s) and Shares(s) Tendered (Please attach additional signed list, if necessary)
	Ordinary Share Certificate Number(s)(1)	Total Number of Ordinary Shares Represented by Share Certificate(s)(1)	Number of Ordinary Shares Tendered(2)
	Total Shares Tendered
	(1)    Need not be completed by shareholders who deliver Shares by book-entry transfer (“Book-Entry Shareholders”). (2)    Unless otherwise indicated, all Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered. See Instruction 4. ¨       Check here if Share Certificates have been lost or mutilated. See Instruction 13.

Indicate below the order (by certificate number) in which shares are to be purchased in the event of proration (attach additional signed list if necessary). If you do not designate an order, if less than all shares tendered are purchased due to proration, shares will be selected for purchase by AST. See Instruction 14.

1st: __________________ 2nd: __________________ 3rd: __________________ 4th: __________________

This Letter of Transmittal is to be used either if (i) certificates for ordinary shares of Jacada are to be forwarded herewith, or (ii) unless an agent’s message (as defined in Section 3 of the Offer to Purchase (as defined below)) is utilized, if delivery of shares is to be made by book-entry transfer to an account maintained by American Stock Transfer & Trust Company LLC (“AST”) at The Depository Trust Company (“DTC”), as the book-entry transfer facility, pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Tendering shareholders whose certificates for shares are not immediately available or who cannot deliver either the certificates for, or a book-entry confirmation (as defined in Section 3 of the Offer to Purchase) with respect to, their shares and all other documents required hereby to AST prior to the Expiration Time (as defined in Section 1 of the Offer to Purchase) must tender their shares in accordance with the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2.

Your attention is directed in particular to the following:

1. If you want to retain your shares, you do not need to take any action.

2. If you want to participate in the Offer (as defined below) and wish to maximize the chance of having Jacada accept for payment all the shares you are tendering, you should check the box marked “Shares Tendered at Price Determined Under the Offer” below and complete the other portions of this Letter of Transmittal as appropriate. If you agree to accept the purchase price determined in the Offer, your shares will be deemed to be tendered at the minimum price of $3.50 per share. YOU SHOULD UNDERSTAND THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $3.50 PER SHARE.

3. If you wish to select a specific price at which you will be tendering your shares, you should select one of the boxes in the section captioned “Shares Tendered at Price Determined by Shareholder” below and complete the other portions of this Letter of Transmittal as appropriate.

DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO AST.

¨ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE U.S. DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution: _____________________________________________________

Account Number: _______________________________________________________________

Transaction Code Number: ________________________________________________________

¨ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO AST. ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owners(s): ___________________________________________________

Date of Execution of Notice of Guaranteed Delivery: ____________________________________

Name of Institution that Guaranteed Delivery: _________________________________________

2

THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX):

(1) SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER (SEE INSTRUCTION 5)

By checking ONE of the following boxes INSTEAD OF THE BOX BELOW UNDER “(2) Shares Tendered at Price Determined Under the Offer,” the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase price determined by Jacada for the shares is less than the price checked below. A SHAREHOLDER WHO DESIRES TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED. The same shares cannot be tendered, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

¨  $3.50	¨  $3.80
¨  $3.60	¨  $3.90
¨  $3.70	¨  $4.00

OR

(2) SHARES TENDERED AT PRICE DETERMINED UNDER THE OFFER (SEE INSTRUCTION 5)

By checking the box below INSTEAD OF ONE OF THE BOXES ABOVE UNDER “(1) Shares Tendered at Price Determined by Shareholder,” the undersigned hereby tenders shares at the purchase price, as the same shall be determined by Jacada in accordance with the terms of the Offer. For purposes of determining the purchase price, those shares that are tendered by the undersigned agreeing to accept the purchase price determined in the Offer will be deemed to be tendered at the minimum price of $3.50 per share.

¨ The undersigned wants to maximize the chance of having Jacada purchase all of the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares at, and is willing to accept, the purchase price determined by Jacada in accordance with the terms of the Offer. THE UNDERSIGNED SHOULD UNDERSTAND THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $3.50 PER SHARE.

CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

3

Ladies and Gentlemen:

The undersigned hereby tenders to Jacada Ltd. (“Jacada”) the above-described ordinary shares, par value NIS 0.01 per share (the “shares”) of Jacada, at the price per share indicated in this Letter of Transmittal, net to the seller in cash, less any applicable withholding taxes and without interest, on the terms and subject to the conditions set forth in Jacada’s Offer to Purchase dated August 14, 2008 (the “Offer to Purchase”), and this Letter of Transmittal (which, together with any amendments or supplements thereto or hereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged. Unless the context otherwise requires, all references to the shares shall refer to the ordinary shares of Jacada.

Subject to and effective on acceptance for payment of, and payment for, the shares tendered with this Letter of Transmittal in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Jacada, all right, title and interest in and to all the shares that are being tendered hereby and irrevocably constitutes and appoints American Stock Transfer & Trust Company LLC (“AST”), the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such shares, to (a) deliver certificates for such shares or transfer ownership of such shares on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of Jacada, (b) present such shares for cancellation and transfer on Jacada’s books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, all in accordance with the terms and subject to the conditions of the Offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the shares tendered hereby and that, when the same are accepted for purchase by Jacada, Jacada will acquire good title thereto, free and clear of all security interests, liens, restrictions, claims and encumbrances, and the same will not be subject to any adverse claim or right. The undersigned will, on request by AST or Jacada, execute and deliver any additional documents deemed by AST or Jacada to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered hereby, all in accordance with the terms of the Offer.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that the valid tender of shares pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute a binding agreement between the undersigned and Jacada on the terms and subject to the conditions of the Offer.

It is a violation of the SEC’s Rule 14e-4 for a person acting alone or in concert with others, directly or indirectly, to tender shares for such person’s own account unless at the time of tender and at the Expiration Time such person has a “net long position” in (a) at least the number of shares that are tendered and will deliver or cause to be delivered such shares for the purpose of tender to Jacada within the period specified in the Offer, or (b) other securities immediately convertible into, exercisable for or exchangeable into the number shares that is tendered and, upon the acceptance of such tender, will acquire such shares by conversion, exchange or exercise to the extent required by the terms of the Offer and will deliver or cause to be delivered such shares within the period specified in the Offer. Rule 14e-4 also provides a similar restriction on the tender or guarantee of a tender on behalf of another person. A tender of shares made pursuant to any method of delivery set forth in this Letter of Transmittal will constitute the undersigned’s representation and warranty to Jacada that (a) the undersigned has a “net long position” in shares or other securities at least equal to the shares being tendered within the meaning of Rule 14e-4, and (b) such tender of shares complies with Rule 14e-4.

4

The undersigned understands that Jacada will, upon the terms and subject to the conditions of the Offer, determine a single per share purchase price, not greater than $4.00 nor less than $3.50 per share, that it will pay for shares properly tendered and not properly withdrawn prior to the Expiration Time in the Offer, taking into account the number of shares so tendered and the prices specified by tendering shareholders. The undersigned understands that Jacada will select the lowest purchase price (in multiples of $0.10) within the price range specified above that will allow it to purchase 4,000,000 of shares, or a lower amount depending on the number of shares properly tendered, subject to its right to amend the Offer to the extent permitted by law. The undersigned understands that all shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased at the purchase price, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Offer, including its proration provisions, and that Jacada will return at its expense all other shares, including shares tendered at prices greater than the purchase price and not properly withdrawn and shares not purchased because of proration, promptly following the Expiration Time.

In participating in the Offer to purchase for cash, the undersigned acknowledges that: (1) the Offer is established voluntarily by Jacada, it is discretionary in nature and it may be extended, modified, suspended or terminated by Jacada as provided in the Offer; (2) the undersigned is voluntarily participating in the Offer; (3) the future value of Jacada’s ordinary shares is unknown and cannot be predicted with certainty; (4) the undersigned has consulted his or her tax and financial advisors with regard to how the Offer will impact his or her personal situation; (5) any foreign exchange obligations triggered by the undersigned’s tender of shares or the recipient of proceeds are solely his or her responsibility; and (6) regardless of any action that Jacada takes with respect to any or all income/capital gains tax, social security or insurance, transfer tax or other tax-related items (“Tax Items”) related to the offer and the disposition of shares, the undersigned acknowledges that the ultimate liability for all Tax Items is and remains his or her sole responsibility. In that regard, the undersigned authorizes Jacada to withhold all applicable Tax Items legally payable by the undersigned.

The undersigned consents to the collection, use and transfer, in electronic or other form, of the undersigned’s personal data as described in this document by and among, as applicable, Jacada, its subsidiaries, and third party administrators for the exclusive purpose of implementing, administering and managing his or her participation in the Offer.

The undersigned understands that Jacada holds certain personal information about him or her, including, as applicable, but not limited to, the undersigned’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, nationality, any ordinary shares held in Jacada, details of all options or any other entitlement to shares outstanding in the undersigned’s favor, for the purpose of implementing, administering and managing his or her share ownership (“Data”). The undersigned understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Offer, that these recipients may be located in his or her country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than his or her country. The undersigned understands that he or she may request a list with the names and addresses of any potential recipients of the Data. The undersigned authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the offer, including any requisite transfer of such Data as may be required to a broker or other third party with whom held any shares. The undersigned understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Offer. The undersigned understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost. The undersigned understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the Offer. For more information on the consequences of his or her refusal to consent or withdrawal of consent, the undersigned understands that he or she may contact AST.

5

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for payment of the purchase price and return any certificates for shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for payment of the purchase price and return any certificate for shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for payment of the purchase price and return any certificates for shares not tendered or accepted for payment in the name(s) of, and deliver such check return such certificates to, the person or persons so indicated. Please credit any shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at DTC. The undersigned recognizes that Jacada has no obligation pursuant to the “Special Payment Instructions” to transfer any shares from the name of the registered holder(s) thereof if Jacada does not accept for payment any of the shares so tendered.

6

NOTE: SIGNATURE MUST BE PROVIDED ON PAGE 9.

SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 6, 7 and 8)

To be completed ONLY if certificates for shares not accepted for payment and/or the check for payment of the purchase price of shares accepted for payment are to be issued in the name of someone other than the undersigned.

Issue to:

Name                                                                                                                                                                                                                   

(Please Print)

Address                                                                                                                                                                                                             

(Include Zip Code)

(Taxpayer Identification or Social Security Number)

(See Substitute Form W-9 Included Herewith)

SPECIAL DELIVERY INSTRUCTIONS

(See Instruction 8)

To be completed ONLY if certificates for shares not accepted for payment and the check for payment of the purchase price of shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that above.

Mail to:

Name                                                                                                                                                                                                                   

(Please Print)

Address                                                                                                                                                                                                             

(Include Zip Code)

SIGN HERE

(Also Complete Substitute Form W-9 Below)

(Signature(s) of Shareholder(s))

Dated:                     , 2008

(Must be signed by registered holder(s) exactly as name(s) appear(s) on share certificate(s) for the shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 6.)

Name(s)                                                                                                                                                                                                             

(Please Print)

Capacity (full title)                                                                                                                                                                                        

Address                                                                                                                                                                                                             

(Include Zip Code)

Daytime Area Code and Telephone Number:                                                                                                                                      

Taxpayer Identification or Social Security Number:                                                                                                                        

(Complete Accompanying Substitute Form W-9)

7

GUARANTEE OF SIGNATURE(S)

(If Required—See Instructions 1 and 6)

APPLY MEDALLION GUARANTEE STAMP BELOW

GUARANTEE OF SIGNATURE(s) (SEE INSTRUCTIONS) NAME OF FIRM                                                                                                                                                                            ADDRESS                                                                                                                                                                                          AUTHORIZED SIGNATURE                                                                                                                                                  NAME                                                                                                                                                                                                  TITLE                                                                                                                                                                                                  AREA CODE AND TELEPHONE NO.                                                                                                                               DATE
PAYER’S NAME: AST Shareowner Services
SUBSTITUTE FORM W-9	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Social Security Number(s) OR Employer Identification Number(s) ___________________________________
Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (“TIN”)	Part 2—Certification— Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding because (a) I am exempt from withholding or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. citizen or other U.S. person (including a U.S. resident alien)		Part 3— Awaiting TIN  ¨ Part 4— Exempt TIN  ¨
	Certification Instructions—You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax returns. However, if after being notified by the IRS stating that you were subject to backup withholding you received another notification from the IRS stating you are no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the box in Part 4.
	Signature:		Date:
	Name:
	(Please Print)
	Address:
	(Please Print)

8

NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE

BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me and that either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to AST by the time of payment, 28% of all reportable payments made to me will be withheld until I provide a number, and that if I do not provide my taxpayer identification number within 60 calendar days, such retained amounts shall be remitted to the Internal Revenue Service as backup withholding.

Signature:                                                                                          Date:                                                                                                  

9

Form W-8BEN (Rev. February 2006) Department of the Treasury Internal Revenue Service	Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding	OMB No. 1545-1621
	Section references are to the Internal Revenue Code. u See separate instructions. Give this form to the withholding agent or payer. Do not send to the IRS.

Instead, use Form:

•     A U.S. citizen or other U.S. person, including a resident alien individual	W-9
•     A person claiming that income is effectively connected with the conduct of a trade or business in the United States	W-8ECI
•     A foreign partnership, a foreign simple trust, or a foreign grantor trust (see instructions for exceptions)	W-8ECI or W-8IMY
•     A foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization, foreign private foundation, or government of a U.S. possession that received effectively connected income or that is claiming the applicability of section(s) 115(2), 501(c), 892, 895, or 1443(b) (see instructions) W-8ECI or	W-8EXP
Note:   These entities should use Form W-8BEN if they are claiming treaty benefits or are providing the form only to claim they are a foreign person exempt from backup withholding.
•     A person acting as an intermediary	W-8IMY
Note:   See instructions for additional exceptions.

Part 1 Identification of Beneficial Owner (See instructions.)

1 Name of individual or organization that is the beneficial owner 2 Country of incorporation or organization

3	Type of beneficial owner:	¨ Individual	¨ Corporation	¨ Disregarded entity	¨ Partnership	¨ Simple trust
	¨ Grantor trust	¨ Complex trust	¨ Estate	¨ Government	¨ International organization
	¨ Center bank of issue	¨ Tax-exempt organization	¨ Private foundation

4	Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address.
	City or town, state or province. Include postal code where appropriate.	Country (do not abbreviate)
5	Mailing address (if different from above)
	City or town, state or province. Include postal code where appropriate.	Country (do not abbreviate)

6	U.S. taxpayer identification number, if required (see instructions)	7  Foreign tax identifying number, if any (optional)
	¨ SSN or ITIN ¨ EIN
8	Reference number(s) (see instructions)

Part 11 Claim of Tax Treaty Benefits (if applicable)

9 I certify that (check all that apply):

	a  ¨	The beneficial owner is a resident of                              within the meaning of the income tax treaty between the United States and that country.
	b  ¨	If required, the U.S. taxpayer identification number is stated on line 6 (see instructions)
	c  ¨	The beneficial owner is not an individual, derives the item (or items) of income for which the treaty benefits are claimed, and, if applicable, meets the requirements of the treaty provision dealing with limitation on benefits (see instructions).
	d  ¨	The beneficial owner is not an individual, is claiming treaty benefits for dividends received from a foreign corporation or interest from a U.S. trade or business of a foreign corporation, and meets qualified resident status (see instructions).
	e  ¨	The beneficial owner is related to the person obligated to pay the income within the meaning of section 267(b) or 707(b), and will file Form 8833 if the amount subject to withholding received during a calendar year exceeds, in the aggregate, $500,000.
10	Special rates and conditions (if applicable—see instructions): The beneficial owner is claiming the provisions of Article of the treaty identified on line 9a above to claim a     % rate of withholding on (specify type of income):
	Explain the reasons the beneficial owner meets the terms of the treaty article:

Part 111 Notional Principal Contracts

11     ¨ I have provided or will provide a statement that identifies those notional principal contracts from which the income is not effectively connected with the conduct of a trade or business in the United States. I agree to update this statement as required.

Part 1V Certification

Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:

1   I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates,

2   The beneficial owner is not a U.S. person,

3   The income to which this form relates is (a) not effectively connected with the conduct of a trade or business in the United States, (b) effectively connected but is not subject to tax under an income tax treaty, or (c) the partner’s share of a partnership’s effectively connected income, and

4   For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions. Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner.

Sign Here	u
		Signature of beneficial owner (or individual authorized to sign for beneficial owner)	Date (MM-DD-YYYY)	Capacity in which acting

10

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal if either (a) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in DTC’s system whose name appears on a security position listing as the owner of the shares) of shares tendered herewith, unless such registered holder(s) has completed the box entitled “Special Payment Instructions” on this Letter of Transmittal or (b) such shares are tendered for the account of a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “eligible institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an eligible institution. Shareholders may also need to have any certificates they deliver endorsed or accompanied by a stock power, and the signatures on these documents also may need to be guaranteed. See Instruction 6.

2. Requirements of Tender. This Letter of Transmittal is to be completed by shareholders either if certificates are to be forwarded herewith or, unless an agent’s message (as defined below) is utilized, if delivery of shares is to be made pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase. For a shareholder validly to tender shares pursuant to the Offer, either (a) a Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by AST at its address set forth on the back of this Letter of Transmittal prior to the Expiration Time and either certificates for tendered shares must be received by AST at such address or shares must be delivered pursuant to the procedures for book-entry transfer set forth herein (and a book-entry confirmation must be received by AST), in each case prior to the Expiration Time, or (b) the tendering shareholder must comply with the guaranteed delivery procedures set forth below and in Section 3 of the Offer to Purchase.

Shareholders whose certificates for shares are not immediately available or who cannot deliver their certificates and all other required documents to AST or complete the procedures for book-entry transfer prior to the Expiration Time may tender their shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Pursuant to those procedures, (a) tender must be made by or through an eligible institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery, in the form provided by Jacada, must be received by AST prior to the Expiration Time and (c) the certificates for all tendered shares in proper form for transfer (or a book-entry confirmation with respect to all such shares), together with a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by AST, in each case within three business days after the date of execution of the Notice of Guaranteed Delivery as provided in Section 3 of the Offer to Purchase. The term “agent’s message” means a message transmitted by DTC to, and received by, AST and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Jacada may enforce such agreement against such participant.

The method of delivery of shares, this Letter of Transmittal and all other required documents, including delivery through DTC, is at the sole election and risk of the tendering shareholder. Shares will be deemed delivered only when actually received by AST (including, in the case of a book-entry transfer, by book-entry confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Except as specifically provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. No fractional shares will be purchased. All tendering shareholders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance for payment of their shares.

11

3. Inadequate Space. If the space provided in the box entitled “Description of Shares Tendered” in this Letter of Transmittal is inadequate, the certificate numbers and/or the number of ordinary shares should be listed on a separate signed schedule attached hereto.

4. Partial Tenders (Not Applicable to Shareholders Who Tender by Book-Entry Transfer). If fewer than all the shares represented by any certificate submitted to AST are to be tendered, fill in the number of shares that are to be tendered in the box entitled “Number of Shares Tendered.” In that case, if any tendered shares are purchased, new certificate(s) for the remainder of the shares that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the acceptance for payment of, and payment for, the shares tendered herewith. All shares represented by certificates delivered to AST will be deemed to have been tendered unless otherwise indicated.

5. Indication of Price at Which Shares are Being Tendered. For shares to be properly tendered, the shareholder MUST either (1) check the box indicating the price per share at which such shareholder is tendering shares under the section captioned “Price (in Dollars) per Share at Which Shares Are Being Tendered” or (2) check the box in the section captioned “Shares Tendered at Price Determined Under the Offer” in order to maximize the chance of having Jacada purchase all of the shares tendered (subject to the possibility of proration) (shareholders should understand that this election may lower the purchase price and could result in the tendered shares being purchased at the minimum price of $3.50 per share). For purposes of determining the purchase price, those shares that are tendered by shareholders agreeing to accept the purchase price determined in the Offer will be deemed to be tendered at the minimum price. Selecting option (1) could result in none of the shareholder’s tendered shares being purchased if the purchase price for the shares turns out to be less than the price selected by the shareholder. Selecting option (2) may lower the purchase price and could result in the shareholder receiving the minimum price of $3.50 per share. Only one box under (1) or (2) may be checked. If more than one box is checked, or if no box is checked, there is no proper tender of shares. A shareholder wishing to tender portions of such shareholder’s share holdings at different prices must complete a separate Letter of Transmittal for each price at which such shareholder wishes to tender each such portion of such shareholder’s shares. The same shares cannot be tendered unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.

6. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

If any of the shares tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal.

If any shares tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing, and proper evidence satisfactory to Jacada of his or her authority to so act must be submitted with this Letter of Transmittal.

If this Letter of Transmittal is signed by the registered owner(s) of the shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or certificates for shares not tendered or accepted for payment are to be issued, to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed by an eligible institution.

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If this Letter of Transmittal is signed by a person other than the registered owner(s) of the shares tendered hereby, or if payment is to be made or certificate(s) for shares not tendered or not purchased are to be issued to a person other than the registered owner(s), the certificate(s) representing such shares must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the certificates(s). The signature(s) on any such certificate(s) or stock power(s) must be guaranteed by an eligible institution. See Instruction 1.

7. Share Transfer Taxes. The Company will pay any share transfer taxes with respect to the transfer and sale of shares to it pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if shares not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if shares tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any share transfer taxes (whether imposed on the registered owner(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted with this Letter of Transmittal.

Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter of Transmittal.

8. Special Payment and Delivery Instructions. If a check for the purchase price of any shares accepted for payment is to be issued in the name of, and/or certificates for any shares not accepted for payment or not tendered are to be issued in the name of, and/or returned to, a person other than the signer of this Letter of Transmittal, or if a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed and signatures must be guaranteed as described in Instructions 1 and 6.

9. Irregularities. The Company will determine in its sole discretion all questions as to the purchase price, the number of shares to accept, and the validity, eligibility (including time of receipt), and acceptance for payment of any tender of shares. Any such determinations will be final and binding on all persons participating in the Offer, subject to such participant’s disputing such determination in a court of competent jurisdiction. The Company reserves the absolute right to reject any or all tenders of shares it determines not to be in proper form or the acceptance of which or payment for which may, in Jacada’s counsel’s opinion, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in the tender of any particular shares, and Jacada’s interpretation of the terms of the Offer, including these instructions, will be final and binding on all persons participating in the Offer, subject to such participant’s disputing such determination in a court of competent jurisdiction. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as Jacada shall determine. None of Jacada, AST, the Information Agent (as defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

10. Backup Withholding and Withholding. In order to avoid United States backup withholding at a rate of 28% on payments of cash pursuant to the Offer, a shareholder surrendering shares in the Offer must, unless an exemption applies, provide AST with such shareholder’s correct taxpayer identification number (“TIN”), and certify that the shareholder is a U.S. person on Substitute Form W-9 below in this Letter of Transmittal, certify under penalties of perjury that such TIN is correct and that the shareholder is not subject to backup withholding. If a shareholder does not provide a correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the “IRS”) may impose a $50 penalty on such shareholder, and payment of cash to such shareholder pursuant to the Offer may be subject to backup withholding of 28%.

Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be refunded or credited against the U.S. federal income tax liability of the person subject to the backup withholding, provided that the required information is provided to the IRS.

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A tendering shareholder is required to give AST the TIN (i.e., taxpayer identification number or social security number) of the record owner of the shares being tendered. If the shares are held in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

The box in part 3 of the Substitute Form W-9 may be checked if the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in part 3 is checked, the shareholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, AST will withhold 28% on all payments made prior to the time a properly certified TIN is provided to AST. However, these amounts will be refunded to such shareholder if a TIN is provided to AST within 60 days.

Some shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Any non-U.S. shareholder as defined in Section 13 of the Offer to Purchase will be subject to withholding on payments received pursuant to the Offer, unless AST determines that a reduced or zero rate of withholding is applicable pursuant to an applicable income tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business within the United States. Backup withholding generally will not apply to amounts subject to the tax withholding or treaty-reduced rate of withholding. In order to establish an exemption from backup withholding or to obtain a reduced or zero rate of withholding under an applicable income tax treaty, a non-U.S. shareholder must deliver to AST before the payment is made a properly completed and executed IRS Form W-8BEN (or other applicable Form W-8) claiming such reduction or exemption. In order to claim an exemption from withholding on the grounds that gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a non-U.S. shareholder must deliver to AST before the payment is made a properly completed and executed IRS Form W-8ECI claiming such exemption. Such forms can be obtained from AST. A non-U.S. shareholder may be eligible to file for a refund of such tax or a portion of such tax withheld if such shareholder meets the “complete redemption,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in Section 14 of the Offer to Purchase or if such shareholder is entitled to a reduced or zero rate of withholding pursuant to a tax treaty and AST withheld at a higher rate. Non-U.S. shareholders are urged to consult their tax advisor regarding the appropriate IRS Form W-8 in light of their particular circumstances.

11. Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”). Each shareholder surrendering certificates for payment who is eligible for an exemption from Israeli withholding tax, as described in Section 5 and Section 13 of the Offer to Purchase, is required to complete the Declaration Form included in this letter. See also “Important Tax Information” below and the instructions to the Declaration Form. Each holder must date and sign the Declaration Form in the spaces indicated. Failure to provide the information on the form or ineligibly under its terms may subject the holder to Israeli income tax withholding on the purchase price.

12. Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to the Information Agent at the address set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent. You may also contact the Information Agent or your bank, broker, dealer, trust company or other nominee for assistance concerning the Offer.

13. Lost, Destroyed or Stolen Certificates. If your certificate(s) for part or all of your shares has been lost, stolen, destroyed or mutilated, you should check the box for “Lost Certificates” in the box on page 1 and promptly send the completed Letter of Transmittal to AST. Upon receipt of your Letter of Transmittal, AST will provide you with instructions on how to obtain a replacement certificate. You may be asked to post a bond to secure against the risk that the certificate may be subsequently recirculated. There may be a fee and additional documents may be required to replace lost certificates. This Letter of Transmittal and related documents cannot

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be processed until the procedures for replacing lost, stolen, destroyed or mutilated certificates have been followed. You are urged to send the properly completed Letter of Transmittal to AST immediately to ensure timely processing of documentation. If you have questions, you may contact AST at (877) 248-6417.

14. Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, shareholders may designate the order in which their shares are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification of any gain or loss on the shares purchased. See Section 1 of the Offer to Purchase.

IMPORTANT TAX INFORMATION

United States

Under U.S. federal income tax law, a shareholder whose tendered shares are accepted for payment is generally required to provide the U.S. Depositary (as payer) with the shareholder’s correct TIN on Substitute Form W-9. If a shareholder is an individual, the TIN generally is the shareholder’s social security number. If the U.S. Depositary is not provided with the correct TIN, the shareholder may be subject to a penalty imposed by the Internal Revenue Service and payments that are made to the shareholder with respect to shares purchased pursuant to the offer may be subject to backup withholding of 28%. In addition, if a shareholder makes a false statement that results in no imposition of backup withholding, and there was no reasonable basis for making such statement, a penalty may also be imposed by the Internal Revenue Service.

Many shareholders (including, among others, corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that individual must submit a statement on the attached IRS Form W-8 (or other appropriate IRS Form W-8), signed under penalties of perjury, attesting to that individual’s exempt status. Forms of those statements can be obtained from the Information Agent and the U.S. Depositary. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” and the enclosed “Guidelines for Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding on Form W-8” for additional instructions. A tax advisor should be consulted as to that shareholder’s qualification for exemption from backup withholding and the procedure for obtaining such exemption, including the appropriate IRS Form W-8 in light of such shareholder’s circumstances.

If backup withholding applies, the U.S. Depositary is required to withhold 28% of any payments made to the shareholder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained if the required information is furnished to the Internal Revenue Service.

Purpose of Substitute Form W-9. To prevent backup withholding on payments that are made to a shareholder with respect to shares purchased in the offer, each shareholder is required to notify the U.S. Depositary of such shareholder’s correct TIN by completing the Substitute Form W-9 certifying that (a) the TIN provided on Substitute Form W-9 is correct (or that such shareholder is awaiting a TIN), and (b)(i) that shareholder has not been notified by the Internal Revenue Service that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the shareholder that the shareholder is no longer subject to backup withholding.

What Number to Give the U.S. Depositary. Each shareholder, including Holder of Restricted Shares, is required to give the U.S. Depositary the TIN (e.g., social security number or employer identification number) of the record holder of tendered shares. If shares are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report. If the holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the box in Part 3 of the Substitute W-9 should be

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checked. If the box in Part 3 is checked, the U.S. Depositary will withhold 28% of all reportable payments that the holder is otherwise entitled to receive until a TIN is provided to the U.S. Depositary. If the holder provides a properly certified TIN within 60 days, the U.S. Depositary will refund the withheld taxes upon the holder’s request.

Israel

The gross proceeds payable to a tendering shareholder in the Offer will generally be subject to Israeli withholding tax at the rate of 20% of the shareholder’s gain on such sale. The Purchaser is seeking an approval from the Israeli Tax Authority, or the ITA, with respect to the withholding tax rates applicable to shareholders as a result of the purchase of shares in the Offer. The Israeli withholding tax is not an additional tax. Rather, the Israeli income tax liability of shareholders subject to Israeli withholding will be reduced by the amount of Israeli tax withheld. If Israeli withholding tax results in an overpayment of Israeli taxes, the holder may apply to the ITA in order to obtain a refund. However, the Purchaser cannot assure you whether and when the ITA will grant such refund.

Purpose of Declaration Form. To prevent withholding of Israeli income tax on payments that are made to a shareholder with respect to shares purchased in the offer, each shareholder is required to notify the U.S. Depositary of such shareholder’s exemption by completing and signing the Declaration Form included in this letter below. The Declaration Form should be completed by holders of Shares, who are either: (i) NOT “residents of Israel” for purposes of the Israeli Income Tax Ordinance [New Version], 5721-1961 (the “Ordinance”), or (ii) a bank, broker or financial institution that are “residents of Israel” within the meaning of that term in Section 1 of the Ordinance, holding Shares solely on behalf of beneficial shareholder(s), and are subject to the provisions of the Ordinance and regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made to them with respect to Shares tendered by such beneficial shareholder(s) and accepted for payment by the Purchaser pursuant to the Offer .

The foregoing description of certain tax withholding is only a summary and is qualified by all the terms of, and conditions to, the Offer set forth in the Offer to Purchase. In this respect, you are urged to read Section 5 and Section 13 of the Offer to Purchase.

(Declaration Form Immediately Follows)

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DECLARATION OF STATUS FOR ISRAELI INCOME TAX PURPOSES

u  Do not send this form to the IRS  u  See separate instructions on the back cover of this form

u  Read this form together with the Offer to Purchase and Letter of Transmittal accompanying this form

PAYER’S NAME: American Stock Trust & Transfer Company, as U.S. Depositary

Who may use this form and why?

Holders of Shares who wish to tender their Shares pursuant to the Offer to Purchase and the related Letter of Transmittal (which, as amended from time to time, together constitute the “Offer”) may use this form if they tender their Shares in the Offer to the U.S. Depositary and they are either:

• Non-Israeli Residents: If (i) you are NOT a “resident of Israel” (as defined under Section 1 of the Israeli Income Tax Ordinance [New Version], 5721-1961 (the “Ordinance”) (See Instruction II)) for purposes of the Ordinance, or (ii) you are a corporation that is NOT a “resident of Israel”, and Israeli residents are NOT “controlling shareholders” (as defined under Section 68A of the Ordinance (See Instruction III)) of you, nor are Israeli residents the beneficiaries of, or are entitled to, 25.0% or more of your revenues or profits, whether directly or indirectly; then you may be eligible for a full exemption from Israeli withholding tax with respect to the gross proceeds payable to you (if any) pursuant to the Offer. By completing this form in a manner that would substantiate your eligibility for such exemption, you will allow the Purchaser, the U.S. Depositary, your broker or any other withholding agent, or their authorized representatives to exempt you from such Israeli withholding tax; or

• A Bank, Broker or Financial Institution Resident in Israel: If you are a bank, broker or financial institution resident in Israel that (1) is holding the Shares solely on behalf of beneficial shareholder(s) (so-called “street name” holders), and (2) is subject to the provisions of the Ordinance and regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made by you to your beneficial shareholder(s) with respect to Shares tendered by them and accepted for payment by the Purchaser pursuant to the Offer (an “Eligible Israeli Broker”), you may be eligible for a full exemption from Israeli withholding tax with respect to the cash payment transmitted to you. By completing this form in a manner that would substantiate your eligibility for such exemption, you will allow the Purchaser, the U.S. Depositary, your broker or withholding agent, or their authorized representatives, to exempt you from such Israeli withholding tax. Consequently, even though the U.S. Depositary will not deduct any Israeli withholding tax from you, pursuant to the provisions of the Ordinance and regulations promulgated thereunder, to which you are subject, you may be required to withhold Israeli tax, as applicable, from the cash payment (if any) made by you to your beneficial shareholder(s). NOTE: AN ELIGIBLE ISRAELI BROKER MAY COMPLETE THIS FORM IF IT IS HOLDING THE SHARES SOLELY ON BEHALF OF HIS CLIENTS, THE BENEFICIAL SHAREHOLDERS.

THIS FORM IS NOT INTENDED FOR YOUR USE IF YOU ARE A “RESIDENT OF ISRAEL” (OTHER THAN A BANK, BROKER OR FINANCIAL INSTITUTION RESIDENT IN ISRAEL).

PLEASE NOTE THAT IF YOU PROVIDE A DECLARATION FORM, YOU ALSO CONSENT TO THE PROVISION OF YOUR DECLARATION FORM TO THE PURCHASER AND/OR THE U.S. DEPOSITARY AND TO THE ISRAELI TAX AUTHORITY (THE “ITA”), IN CASE THE ITA SO REQUESTS, FOR PURPOSES OF AUDIT OR OTHERWISE.

To whom should you deliver this form?

• If you wish to submit this form and (1) you hold your Shares directly, i.e., you are a registered holder, complete and sign this form and mail or deliver it to the U.S. Depositary (together with the Letter of Transmittal by which you tender your Shares) at one of its addresses set forth below, or (2) you hold your Shares through a broker, dealer, commercial bank, financial institution, trust company or other nominee (a “Broker”), complete and sign this form and mail or deliver it (together with the instruction letter by which you tender your Shares) to such Broker.

Until when should I deliver this form?

• As described above, this form should be delivered together with the Letter of Transmittal or instruction letter by which you tender your Shares prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Expiration Date (as such term is defined in the Offer to Purchase).

You are urged to consult your own tax advisors to determine the particular tax consequences to you should you tender your Shares in the Offer, including, without limitation, the effect of any state, local or foreign income and any other tax laws and whether or not you should use this form.

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PART I     Identification and details of Shareholder (including Eligible Israeli Brokers) (see instructions)

1. Name:	2. Type of Shareholder (more than one box may be applicable):
(please print full name)	¨	Corporation (or Limited	¨	Bank
		Liability Company)	¨	Broker
	¨	Individual	¨	Financial Institution
	¨	Trust
	¨	Partnership
	¨	Other: ___________
3. For individuals only:	4. For all other Shareholders:
Date of birth: _____/_____/______ month / day / year	Country of incorporation or organization:
Country of residence:	Registration number of corporation (if applicable):
Country of citizenship:
Taxpayer Identification or Social Security No:	Country of residence:
5. Permanent Address (state, city, zip or postal code, street, house number, apartment number):
6. Mailing Address (if different from above):	7. Telephone Number (country code, area code and number):
8. I hold the Shares of Jacada (mark X in the appropriate place): ¨       directly, as a Registered Holder ¨      through a Broker. If you marked this box, please state the name of your Broker: ________________________

PART II	Declaration by Non-Israeli Shareholders (see instructions)	u     Eligible Israeli Brokers should not complete this Part II
A. To be completed only by Individuals. I hereby declare that: (if the statement is correct, mark X in the following box)
¨      I am NOT a “resident of Israel” within the meaning of that term in Section 1 of the Ordinance (See Instruction II), which means, among other things, that:
•      the State of Israel is neither my place of residence nor that of my family, •      I was NOT present (nor am I planning to be present) in Israel for 183 days or more during this tax year, and •      I was NOT present in Israel for 30 days or more during this tax year, and the total period of my presence in Israel during this tax year and the two previous tax years will NOT reach 425 days or more in total. ¨      In addition, I either (i) purchased the tendered shares following the initial public offering of Jacada (i.e. after October 1999 in the United States and June 2001 in Israel); or (ii) I am a resident of a country that signed a treaty for the prevention of double taxation an income tax treaty) with the state of Israel.
B. To be completed by Corporations. I hereby declare that: (if correct, mark X in the following box.)
¨      I am NOT a “resident of Israel” within the meaning of that term in Section 1 of the Ordinance (See Instruction II), which means, among other things, that:
•      I was NOT incorporated in Israel and was NOT registered with/formed at the Israeli Registrar of Companies, the Israeli Fellowship Societies Registrar or the Israeli Partnerships Registrar, and
•      the “control and management” of my business is NOT located in Israel.
¨      Israeli residents are NOT “controlling shareholders” of me within the meaning of that term in Section 68A of the Ordinance (See Instruction III), which means, among other things, that Israeli residents do NOT hold 25.0% or more of any “means of control” of me within the meaning of that term in Section 88 of the Ordinance; nor are Israeli residents the beneficiaries of, or are entitled to, 25.0% or more of my revenues or profits, whether directly or indirectly. ¨      In addition, I either (i) purchased the tendered shares following the initial public offering of Jacada (i.e. after October 1999 in the United States and June 2001 in Israel); or (ii) I am a resident of a country that signed a treaty for the prevention of double taxation an income tax treaty) with the state of Israel.
C. To be completed by Partnerships. I hereby declare that: (if correct, mark X in the following box.)
¨      NO partner (in the partnership), whether an individual or a corporation, is a “resident of Israel” within the meaning of that term in Section 1 of the Ordinance (See Instruction II).
¨      NO partner (in the partnership) that is a corporation has Israeli residents that are “controlling shareholders” within the meaning of that term in Section 68A of the Ordinance (See Instruction III), nor are Israeli residents the beneficiaries of, or are entitled to, 25.0% or more of the revenues or profits of such partner, whether directly or indirectly.
D. To be completed by Trusts. I hereby declare that: (if correct, mark X in the following box)
¨      The Trust was NOT registered in Israel; the settlor of the Trust is NOT an Israeli Resident; the beneficiaries of the Trust are NOT Israeli Residents and the Trustee of the Trust is not an Israeli Resident ¨      The Trust either (i) purchased the tendered shares following the initial public offering of Jacada (i.e. after October 1999 in the United States and June 2001 in Israel); or (ii) is a resident of a country that signed a treaty for prevention of double taxation with the State of Israel.

PART III  Declaration by Israeli Bank, Broker or Financial Institution (see instructions) u     Non-Israeli Residents should not complete this Part III

I hereby declare that: (if correct, mark X in the following box)

¨      I am a bank, broker or financial institution that is a “resident of Israel” within the meaning of that term in Section 1 of the Ordinance (See Instruction II), I am holding the Shares solely on behalf of beneficial shareholder(s) and I am subject to the provisions of the Ordinance and the regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made by me to such beneficial shareholder(s) with respect to Shares tendered by them and accepted for payment by the Purchaser pursuant to the Offer.

PART IV  Certification. By signing this form, you also declare that:

•      You understood this form and completed it correctly and pursuant to the instructions.

•      You provided accurate, full and complete details in this form.

•      You are aware that providing false details constitutes a felony under the Ordinance.

•      You are aware that this form may be provided to the Israeli Tax Authority, in case the Israeli Tax Authority so requests, for purposes of audit or otherwise.

•      You understand that the instructions to this form constitute an integral part thereof.

SIGN HERE  u
	Signature of Shareholder (or individual authorized to sign on your behalf)	Date	Capacity in which acting

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INSTRUCTIONS

Forming Part of the Declaration of Status for Israeli Income Tax Purposes

I. General Instructions. This Declaration Form (Declaration of Status for Israeli Income Tax Purposes), or this Form, should be completed by holders of Shares who wish to tender their Shares pursuant to the Offer, and who are either: (i) NOT “residents of Israel” for purposes of the Ordinance (See Instruction II below), and if the holder of Shares is a corporation then Israeli residents are NOT “controlling shareholders” of such corporation within the meaning of Section 68A of the Ordinance (See Instruction III below), and Israeli residents are NOT the beneficiaries of, or are entitled to, 25.0% or more of the revenues or profits of such corporation, whether directly or indirectly, or (ii) a bank, broker or financial institution that are “residents of Israel” within the meaning of that term in Section 1 of the Ordinance, holding Shares solely on behalf of beneficial shareholder(s), and are subject to the provisions of the Ordinance and the regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made by them to such beneficial shareholder(s) with respect to Shares tendered by them and accepted for payment by the Purchaser pursuant to the Offer. Israeli residents who are NOT Eligible Israeli Brokers should not use this Form.

Part I (Identification and details of Shareholder). You should complete Item 1, 2 and 5 through 8 and either (i) Item 3, if you are an individual, or (ii) Item 4, if you are a corporation (or limited liability company), trust, partnership or other entity.

Part II (Declaration by Non-Israeli Shareholder). If you are NOT an Israeli resident, you should complete either Section A (for Individuals), Section B (for Corporations), Section C (for Partnerships) or Section D (for Trusts). If you do not mark a box you will be deemed to answer that the corresponding item is not correct with respect to you.

Part III (Declaration by Israeli Bank, Broker or Financial Institution). If you are an Eligible Israeli Broker, you should complete this Item.

Part IV (Certification). By signing this Form, you also make the statements in Part IV.

Inadequate Space. If the space provided on this Form is inadequate, you should insert such details on a separate signed schedule and attached to this Form.

Determination of Validity. All questions as to the validity, form or eligibility (including time of receipt) of this Form will be, subject to applicable law, determined by the Purchaser, in its sole discretion, which determination will be final and binding on all parties. None of the Purchaser, the U.S. Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any Form or incur any liability for failure to give any such notification. For more details, see Section 5 of the Offer to Purchase.

Questions and Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to the Information Agent at the address or telephone numbers set forth on the back cover. Additional copies of this Form may be obtained from the Information Agent.

The method of delivery of this Form is at your option and risk, and the delivery will be deemed made only when actually received by your Broker or the U.S. Depositary. If delivery is by mail, registered mail with return receipt requested, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. No alternative, conditional or contingent Forms will be accepted.

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II. Definition of Resident of Israel for Israeli Tax Purposes

Section 1 of the Ordinance defines a “resident of Israel” or a “resident” as follows:

“(A) with respect to an individual—a person whose center of vital interests is in Israel; for this purpose the following provisions will apply:

(1) in order to determine the center of vital interests of an individual, account will be taken of the individual’s family, economic and social connections, including, among others:

(a) place of permanent home;

(b) place of residential dwelling of the individual and the individual’s immediate family;

(c) place of the individual’s regular or permanent occupation or the place of his permanent employment;

(d) place of the individual’s active and substantial economic interests;

(e) place of the individual’s activities in organizations, associations and other institutions;

(2) the center of vital interests of an individual will be presumed to be in Israel:

(a) if the individual was present in Israel for 183 days or more in the tax year;

(b) if the individual was present in Israel for 30 days or more in the tax year, and the total period of the individual’s presence in Israel that tax year and the two previous tax years is 425 days or more.

For the purposes of this provision, “day” includes a part of a day.

(3) the presumption in subparagraph (2) may be rebutted either by the individual or by the assessing officer;

(4) …;

(B) with respect to a body of persons—a body of persons which meets one of the following:

(1) it was incorporated in Israel;

(2) the “control and management” of its business is exercised in Israel.”

III. Definition of Controlling Shareholder for Purposes of Section 68A of the Ordinance

Section 68A of the Ordinance defines “controlling shareholders” as follows:

“Controlling shareholders”—shareholders that hold, directly or indirectly, alone, or together with another, or together with another Israeli resident, one or more of the means of control at a rate exceeding 25.0%.”

Section 88 of the Ordinance defines the terms “means of control” and “together with another” as follows:

““Means of control”—in a corporation—each of the following:

(1) the right to profits;

(2) the right to appoint a director or a chief executive officer in the company, or equivalent position holders in another corporation;

(3) a voting right in the general meeting of a company, or in an equivalent body in another corporation;

(4) the right to a portion of the remainder of the assets after settlement of liabilities, upon wind-up;

(5) the right to instruct anyone holding the rights listed in clauses (1) to (4) on the manner in which his right shall be executed;

and all, whether by virtue of shares, rights to shares or other rights, or in any other manner, including by way of voting agreements or through a trust.”

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“Together with another”—together with a relative, and together with he who is not a relative and they have between them a cooperation on a permanent basis under an agreement regarding material issues of a corporation, directly or indirectly;”

This Letter of Transmittal and certificates and any other required documents should be sent or delivered by each shareholder or that shareholder’s broker, dealer, commercial bank, trust company or other nominee to the U.S. Depositary at one of its addresses set forth below.

IMPORTANT. This Letter of Transmittal, together with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by AST prior to the Expiration Time and either certificates for tendered shares must be received by AST or shares must be delivered pursuant to the procedures for book-entry transfer, in each case prior to the Expiration Time, or the tendering shareholder must comply with the procedures for guaranteed delivery.

Questions and requests for assistance may be directed to the Information Agent at the address set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent. You may also contact your bank, broker, dealer, trust company or other nominee for assistance concerning the Offer.

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The U.S. Depositary for the offer is:

By Hand or Overnight Courier:	By Facsimile Transmission:	By Mail:
American Stock Transfer & Trust Company	(for Guaranteed Deliveries only):	American Stock Transfer & Trust Company
Operations Center		Operations Center
Attn: Reorganization Department	+ 1-718-234-5001	Attn: Reorganization Department
6201 15th Avenue	Confirm by Telephone:	P.O. Box 2042
Brooklyn, New York 11219	Toll-free (877) 248-6417	New York, New York 10272-2042
	+1-718-921-8317
The Israeli Depository for the offer is:
CLAL FINANCE BATUCHA INVESTMENT MANAGEMENT LTD.
By Hand or Overnight Courier:	By Facsimile Transmission:	By Mail:
Clal Finance Batucha Investment Management Ltd.	(972) 3-5653533	Clal Finance Batucha Investment Management Ltd.
37 Menahem Begin Road, Tel Aviv 65220, Israel	Confirm by Telephone: (972) 3-5653529	37 Menahem Begin Road, Tel Aviv 65220, Israel

Questions or requests for assistance may be directed to the Information Agent at its address and telephone number listed below. Additional copies of the Offer to Purchase and this Letter of Transmittal may be obtained from the Information Agent. A shareholder may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the offer.

The Information Agent for the offer is:

105 Madison Avenue

New York, New York 10016

call collect (212) 929-5500

or

toll-free (800) 322-2885

Our Israeli legal counsel is:

Meitar Liquornik Geva & Leshem Brandwein

16 Abba Hillel Silver Road

Ramat Gan 52506, Israel

Tel: (972) 3-6103100

Fax: (972) 3-6103111

Attn: Dan Geva, Adv. and David S. Glatt, Adv.

EX-99.A(1)(C)

Exhibit (a)(1)(C)

JACADA LTD

Notice of Guaranteed Delivery

for

Tender of Ordinary Shares

(Not to be Used for Signature Guarantees)

This notice of guaranteed delivery, or one substantially in the form hereof, must be used to accept the tender offer by Jacada Ltd. if:

• certificates evidencing Ordinary Shares, par value NIS 0.01 per share, of Jacada are not immediately available or cannot be delivered to the depositary before the expiration date (as defined in the offer to purchase dated August 14, 2008);

• the procedure for book-entry transfer described in the offer to purchase and the related letter of transmittal cannot be completed on a timely basis; or

• time will not permit all required documents, including a properly completed and duly executed letter of transmittal (or a manually signed facsimile of the letter of transmittal), an agent’s message in the case of a book-entry transfer (as defined in the offer to purchase) and any other required documents, to reach the depositary prior to the expiration date.

This notice of guaranteed delivery, properly completed and duly executed, may be delivered by hand, mail, overnight courier or facsimile transmission to the depositary. See Section 3 of the offer to purchase.

The U.S. Depositary for Our Offer is:

AMERICAN STOCK TRANSFER & TRUST COMPANY

By Hand Delivery, Overnight Delivery,

Express Mail or First Class Mail:

American Stock Transfer & Trust Company

59 Maiden Lane

New York, New York 10038

Facsimile Transmission: (718) 234-5001

Confirm Facsimile Receipt by Telephone: (212) 936-5100

For this notice to be validly delivered, it must be received by the U.S. depositary at the above address prior to the expiration date. Delivery of this notice of guaranteed delivery to another address will not constitute a valid delivery. Deliveries to Jacada or to the book-entry transfer facility will not be forwarded to the U.S. depositary and will not constitute a valid delivery.

This notice of guaranteed delivery is not to be used to guarantee signatures. If a signature on the letter of transmittal is required to be guaranteed by an eligible guarantor institution (as defined in the offer to purchase) under the instructions to the letter of transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the letter of transmittal.

Notice of Guaranteed Delivery

By signing this notice of guaranteed delivery, you tender to Jacada at the price per share indicated in this notice of guaranteed delivery, upon the terms and subject to the conditions described in the offer to purchase and the related letter of transmittal, receipt of which you hereby acknowledge, the number of shares specified below pursuant to the guaranteed delivery procedure described in section 3 of the offer to purchase.

Number of shares to be tendered:                                      shares.

Price at Which You are Tendering

(See Instruction [5] to the Letter of Transmittal)

You must check one box and only one box if you want to tender your shares. If more than one box is checked or if no box is checked, your shares will not be properly tendered.

Shares Tendered at a Price Determined by You:

By checking one of the following boxes below instead of the box under “Shares Tendered at a Price Determined Pursuant to Our Offer,” you are tendering shares at the price checked. This action would result in none of your shares being purchased if the purchase price selected by Jacada for the shares is less than the price checked below. If you want to tender portions of your shares at more than one price, you must complete a separate letter of transmittal for each price at which you tender shares. The same shares cannot be tendered at more than one price.

Price (in dollars) Per Share at Which Shares are Being Tendered

¨  $3.50                ¨  $3.90

¨  $3.60                ¨  $4.00

¨  $3.70

¨  $3.80                                                                                                       OR

Shares Tendered at a Price Determined Pursuant to Our Offer:

¨        By checking this one box instead of one of the price boxes above, you are tendering shares and are willing to accept the purchase price selected by Jacada in accordance with the terms of our offer. This action will maximize the chance of having Jacada purchase your shares (subject to the possibility of proration). Note that this could result in your receiving a price per share as low as $3.50.

Guarantee of Delivery

(Not to be Used for a Signature Guarantee)

The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is also an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934 (each of the foregoing constituting an “eligible institution”), guarantees the delivery to the depositary of the shares tendered, in proper form for transfer, or a confirmation that the shares tendered have been delivered pursuant to the procedure for book-entry transfer described in the offer to purchase into the depositary’s account at the book-entry transfer facility, in each case together with a properly completed and duly executed letter of transmittal (or a manually signed facsimile of the letter of transmittal), or an agent’s message in the case of a book-entry transfer, and any other required documents, all within three (3) Nasdaq Global Market trading days after the date of receipt by the depositary of this notice of guaranteed delivery.

The eligible institution that completes this form must communicate the guarantee to the depositary and must deliver the letter of transmittal and certificates representing shares to the depositary within the time period set forth in the offer to purchase. Failure to do so could result in a financial loss to the eligible institution.

Name of Firm:                                                                                                                                                                                             

Address:                                                                                                                                                                                                         

(Zip Code)                    

Area Code and Telephone No:                                                                                                                                                               

(Authorized Signature)

Name:                                                                                                                                                                                                             

Please Print:                                                                                                                                                                                                  

Title:                                                                                                                                                                                                                

Date:                     , 2008

NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. CERTIFICATES FOR SHARES SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL.

EX-99.A(1)(D)

Exhibit (a)(1)(D)

Offer To Purchase for Cash

By

JACADA LTD.

up to 4,000,000 of its Ordinary Shares

at a Purchase Price Not Greater Than $4.00 nor Less Than $3.50 Per Share

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW

YORK CITY TIME, ON SEPTEMBER 15, 2008 UNLESS THE OFFER IS

EXTENDED

August 14, 2008

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

Jacada Ltd., an Israeli company, is offering to purchase for cash up to 4,000,000 of its Ordinary Shares, par value, NIS 0.01 per share, at a price not greater than $4.00 nor less than $3.50 per share, net to the seller in cash, less any applicable withholding taxes and without interest, as specified by shareholders tendering their shares.

Given the prices specified by tendering shareholders and the number of shares properly tendered and not properly withdrawn, Jacada will select the lowest purchase price between $3.50 and $4.00 net per share in cash, without interest, that will enable it to purchase 4,000,000 shares, or, if a lesser number of shares are properly tendered, all shares that are properly tendered. All shares acquired in the offer will be purchased at the same price.

Jacada’s offer is being made upon the terms and subject to the conditions set forth in its offer to purchase, dated August 14, 2008, and in the related letter of transmittal which, together with the offer to purchase, as they may be amended and supplemented from time to time, constitute the offer.

Only shares properly tendered at prices equal to or below the purchase price and not properly withdrawn will be purchased. However, because of the proration provisions described in the offer to purchase, all of the shares tendered at or below the purchase price may not be purchased if more than 4,000,000 shares are properly tendered. All shares tendered and not purchased, including shares tendered at prices above the purchase price and shares not purchased because of proration, will be returned at Jacada’s expense promptly following the expiration date.

The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to other conditions described in the offer to purchase.

Upon the terms and subject to the conditions of the offer, if more than 4,000,000 shares are properly tendered at prices equal to or below the purchase price determined by us and not properly withdrawn, Jacada will purchase all shares properly tendered at prices equal to or below the purchase price determined by us, on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares.

For your information and for forwarding to your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. offer to purchase, dated August 14, 2008;

2. letter to clients that you may send to your clients for whose accounts you hold shares registered in your name or in the name of your nominee, with space provided for obtaining those clients’ instructions with regard to the tender offer;

3. letter of transmittal for your use and for the information of your clients (including the Substitute Form W-9, Form W-8 and accompanying instructions);

4. notice of guaranteed delivery to be used to accept the offer if the share certificates and all other required documents cannot be delivered to the depositary before the expiration date or if the procedure for book-entry transfer cannot be completed before the expiration date;

5. guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9; and

6. guidelines for Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding on Form W-8; and

7. cover letter from Jacada.

Your prompt action is requested. We urge you to contact your clients as promptly as possible. The tender offer, withdrawal rights and proration period will expire at 5:00 p.m., New York City time, on September 15, 2008, unless the offer is extended.

No fees or commissions will be payable to brokers, dealers, commercial banks, trust companies or any person for soliciting tenders of shares under the tender offer. Jacada will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to the beneficial owners of shares held by you as a nominee or in a fiduciary capacity. Jacada will pay or cause to be paid any share transfer taxes applicable to its purchase of shares, except as otherwise provided in the offer to purchase and letter of transmittal.

In order to properly tender shares under the tender offer, a shareholder must do either (1) or (2) below before the offer expires:

(1) Provide that American Stock Transfer & Trust Company, the depositary for our offer, receives the following:

• one of (a) certificates for the shares or (b) a confirmation of receipt for the shares into the depositary’s account at the book-entry transfer facility as described in Section 3 of the offer to purchase; and

• one of (a) a properly completed and executed letter of transmittal or a manually executed facsimile of it, including any required signature guarantees or (b) an “agent’s message” as described in Section 3 of the offer to purchase in the case of a book-entry transfer; and

• any other documents required by the letter of transmittal.

(2) Comply with the guaranteed delivery procedure set forth in Section 3 of the offer to purchase.

Any questions or requests for additional copies of this document, the letter of transmittal or the notice of guaranteed delivery for assistance may be directed to us by our Information Agent, MacKenzie Partners, at (212) 929-5500 or toll-free (800) 322-2885. You may also contact your broker, dealer, commercial bank, trust company or nominee for assistance concerning our offer. To confirm delivery of shares, shareholders are directed to contact the depositary.

Very truly yours,

Jacada Ltd.

Enclosures

Nothing contained herein or in the enclosed documents shall constitute you or any other person an agent of Jacada, the Information Agent or the depositary or any affiliate of the foregoing, or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the tender offer other than the documents enclosed herewith and the statements contained therein.

EX-99.A(1)(E)

Exhibit (a)(1)(E)

Offer To Purchase for Cash

By

JACADA LTD

up to 4,000,000 of its Ordinary Shares

at a Purchase Price Not Greater Than $4.00 nor Less Than $3.50 Per Share

THE OFFER AND WITHDRAWAL RIGHTS PERIOD WILL EXPIRE AT 5:00 P.M., NEW YORK

CITY TIME, ON SEPTEMBER 15, 2008, UNLESS THE OFFER IS EXTENDED

August 14, 2008

To Our Clients:

Enclosed for your consideration are the offer to purchase, dated August 14, 2008, and the related letter of transmittal in connection with the offer by Jacada Ltd., an Israeli company, to purchase for cash up to 4,000,000 of its Ordinary Shares, par value NIS 0.01 per share, at a price not greater than $4.00 nor less than $3.50 per share, net to the seller in cash, less any applicable withholding taxes, without interest, as specified by shareholders tendering their shares.

Given the prices specified by tendering shareholders and the number of shares properly tendered and not properly withdrawn, Jacada will select the lowest purchase price between $3.50 and $4.00 net per share in cash, less any applicable withholding taxes and without interest, that will allow it to purchase 4,000,000 shares, or, if a lesser number of shares are properly tendered, all shares that are properly tendered. All shares acquired in the tender offer will be purchased at the same price.

Jacada’s offer is being made upon the terms and subject to the conditions set forth in its offer to purchase, dated August 14, 2008, and in the related letter of transmittal, which, together with the offer to purchase, as they may be amended and supplemented from time to time, constitute the offer.

Only shares properly tendered at prices equal to or below the purchase price determined by Jacada and not properly withdrawn will be purchased. However, because of the proration provisions described in the offer to purchase, all of the shares tendered at or below the purchase price may not be purchased if more than 4,000,000 shares are properly tendered. All shares tendered and not purchased, including shares tendered at prices above the purchase price determined by Jacada and shares not purchased because of proration, will be returned at Jacada’s expense promptly following the expiration date.

Upon the terms and subject to the conditions of the offer, if more than 4,000,000 shares are properly tendered at prices equal to or below the purchase price determined by Jacada and not properly withdrawn, Jacada will purchase, all other shares properly tendered at prices equal to or below the purchase price determined by Jacada, on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares.

A tender of your shares can be made only by us as the holder of record and pursuant to your instructions. The letter of transmittal is furnished to you for your information only and cannot be used by you to tender your shares held by us for your account.

Accordingly, please use the attached “Instruction Form” to instruct us as to whether you wish us to tender any or all of the shares we hold for your account on the terms and subject to the conditions of the tender offer.

WE CALL YOUR ATTENTION TO THE FOLLOWING:

1. You may tender shares at prices not in excess of $4.00 nor less than $3.50 per share as indicated in the attached Instruction Form, net to you in cash, less any applicable withholding taxes and without interest.

2. You should consult with your broker regarding the possibility of designating the priority in which your shares will be purchased in the event of proration.

3. The offer is not conditioned upon any minimum number of shares being tendered. The offer is, however, subject to various other conditions described in the offer to purchase.

4. The offer and withdrawal rights will expire at 5:00 p.m., New York City time, on September 15, 2008, unless Jacada extends the offer.

5. The offer is for up to 4,000,000 shares. These shares constitute approximately 19.17% of the shares outstanding as of August 12, 2008.

6. Tendering shareholders who are registered shareholders or who tender their shares directly to American Stock Transfer & Trust Company, as the U.S. depositary, will not be obligated to pay any brokerage commissions or fees, solicitation fees, or, except as set forth in the offer to purchase and the letter of transmittal, share transfer taxes on Jacada’s purchase of shares under the offer.

7. If you wish to tender portions of your shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each portion of your shares. We must submit separate letters of transmittal on your behalf for each price you will accept.

8. The board of directors of Jacada has approved the offer. However, neither Jacada, nor its board of directors, makes any recommendation to shareholders as to whether they should tender or refrain from tendering their shares or as to the price or prices at which shareholders may choose to tender their shares. Shareholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which such shares should be tendered.

9. If you wish to have us tender any or all of your shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. If you authorize us to tender your shares, we will tender all such shares unless you specify otherwise on the attached Instruction Form.

Please forward your Instruction Form to us as soon as possible to allow us ample time to tender your shares on your behalf prior to the expiration date of the offer.

The offer is being made solely under the offer to purchase and the related letter of transmittal and is being made to all record and beneficial holders of shares. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares residing in any jurisdiction in which the making of the tender offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of that jurisdiction.

2

Instruction Form

Instructions for Tender of Shares of Jacada Ltd. By signing this instruction form you acknowledge receipt of our letter and the enclosed offer to purchase, dated August 14, 2008, and the related letter of transmittal in connection with the offer by Jacada Ltd., an Israeli company, to purchase its Ordinary Shares, par value NIS 0.01 per share. Jacada is offering to purchase up to 4,000,000 shares at a price not in excess of $4.00 nor less than $3.50 per share, net to the seller in cash, less any applicable withholding taxes and without interest, as specified by shareholders tendering their shares. Jacada’s offer is being made upon the terms and subject to the conditions set forth in the offer to purchase and in the related letter of transmittal, which, as they may be amended or supplemented from time to time, together constitute the offer.

This will instruct us to tender to Jacada, on your behalf, the number of shares indicated below (or if no number is indicated below, all shares) which are beneficially owned by you but registered in our name, upon the terms and subject to the conditions of the offer.

Number of shares to be tendered:             shares. (Unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered.)

Price at Which You Are Tendering

(See Instruction 5 to the Letter of Transmittal)

You must check one box and only one box if you want to tender your shares. If more than one box is checked or if no box is checked, your shares will not be properly tendered.

Shares Tendered at a Price Determined by You:

By checking one of the following boxes below instead of the box under “Shares Tendered at a Price Determined Pursuant to our Offer,” you are tendering shares at the price checked. This action would result in none of your shares being purchased if the purchase price selected by Jacada for the shares is less than the price checked below. If you want to tender portions of your shares at more than one price, you must complete a separate Instruction Form for each price at which you tender shares. The same shares cannot be tendered at more than one price.

Price (in dollars) Per Share at Which Shares Are Being Tendered

¨  $3.50                    ¨  $3.90

¨  $3.60                    ¨  $4.00

¨  $3.70

¨  $3.80

OR

Shares Tendered at a Price Determined Pursuant to Our Offer:

¨        By checking this one box instead of one of the price boxes above, you are tendering shares and are willing to accept the purchase price selected by Jacada in accordance with the terms of its offer. This action will maximize the chance of having Jacada purchase your shares (subject to the possibility of proration). Note that this could result in your receiving a price per share as low as $3.50.

3

The method of delivery of this document is at the option and risk of the tendering shareholder. If you decide to make delivery by mail, we recommend you use registered mail with return receipt requested, properly insured. In all cases, sufficient time should be allowed to assure delivery.

SIGN HERE

Signature(s):                                                                                                                                                                         

Print Name(s):                                                                                                                                                                     

Address(es):                                                                                                                                                                          

Area Code and Telephone Number:                                                                                                                            

Taxpayer Identification or Social Security Number:                                                                                              

Date:                                                                                                                                                                                        

EX-99.A(1)(F)

Exhibit a(1)(F)

Jacada Ltd.
Droyanov House
11 Galgalei Haplada St.
Herzliya 46722
ISRAEL
Tel +972-9-9525900
Fax +972-9-9525959
www.jacada.com

August 14, 2008

Dear Shareholder:

Jacada Ltd. is offering to purchase up to 4,000,000 of its Ordinary Shares from its existing shareholders, subject to the terms set forth in the enclosed offer to purchase and the related letter of transmittal. The price paid by Jacada will not be greater than $4.00 or less than $3.50 per share. Jacada is conducting the tender offer through a procedure commonly referred to as a modified “Dutch auction.” This procedure allows you to select the price within the $3.50 to $4.00 price range at which you are willing to sell your shares to Jacada. The actual purchase price to be paid in the tender offer will be determined by Jacada in accordance with the terms of the tender offer based on the various prices indicated by tendering shareholders. As an alternative to selecting a specific price, you may indicate that you are willing to sell your shares at whatever price within the range is determined by Jacada. You may tender all or only a portion of your shares, subject in each case to proration if more than 4,000,000 shares are tendered at or below the price determined by Jacada.

The terms and conditions of the tender offer are explained in detail in the enclosed offer to purchase and the related letter of transmittal. We encourage you to read these materials carefully before making any decision with respect to the tender offer. The instructions on how to tender shares are also explained in detail in the accompanying materials.

The Board of Directors of Jacada has approved the tender offer. However, neither Jacada, nor Jacada’s Board of Directors, is making any recommendation to you as to whether you should tender or refrain from tendering your shares or as to the price or prices at which you should choose to tender your shares. You should make your own decision based on your views as to the value of Jacada’s shares and Jacada’s prospects, as well as your liquidity needs, investment objectives and other individual considerations. You should discuss whether to tender your shares with your broker or other financial or tax advisor.

THE TENDER OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 15, 2008, UNLESS EXTENDED BY JACADA.

If you have any questions regarding the tender offer, need assistance in tendering your shares or need additional copies of the offer to purchase and related documents, you may contact MacKenzie Partners, the Information Agent for the Offer, at (212) 929-5500 or toll-free (800) 322-2885, or you may contact your broker, dealer, commercial bank, trust company or nominee for assistance concerning our offer.

Sincerely,

Jacada Ltd.

EX-99.A(1)(G)

Exhibit (a)(1)(G)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payor—Social Security Numbers (SSNs) have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification Numbers (EINs) have nine digits separated by only one hyphen: i.e, 00-0000000. The table below will help determine the number to give the payor.

For this type account	Give the SOCIAL SECURITY Number of	For this type account	Give the SOCIAL SECURITY Number of
1.     An individual’s account 2.     Two or more individuals (joint account)	The individual The actual owner of the account, or, if combined funds, the first individual on the account (1)	9.     A valid trust, estate or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) (5)
3.     Husband and wife (joint account)	The actual owner of the account, or, if combined funds, the first individual on the account (1)	10.   Corporate account 11.   Religious, charitable, or educational organization account	The corporation The organization
4.     Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)	12.   Partnership account held in the name of the business	The partnership (6)
5.     Adult and minor (joint account)	The actual owner of the account, or, if combined funds, the first individual on the account (1)	13.   Association, club, or other tax-exempt organization	The organization
6.     Account in the name of guardian or committee for a designated ward, minor, or incompetent person	The ward, minor, or incompetent person (3)	14.   A broker or registered nominee	The broker or nominee
7.     a. The usual revocable savings trust account (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under State law	The grantor-trustee (1) The actual owner (1)	15.   Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity
8.     Sole proprietorship account	The owner (4)

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s SSN.

(3) Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s SSN.

(4) Show the name of the owner but you may also enter your business or “doing business as” name. You may use either your SSN or your EIN (if you have one). This also applies to a single-member limited liability company that is disregarded as an entity separate from its owner for federal purposes. (5) List first and circle the name of the legal trust, estate, or pension trust. (6) This also applies to a limited liability company (LLC) with at least two members.

NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

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Obtaining a Number   If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, Form SS-4, Application for Employer Identification Number, or Form W-7, Application for IRS Individual Taxpayer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.   Payees Exempt from Backup Withholding   Payees specifically exempted from backup withholding on all payments include the following:   •       Certain corporations. •       Certain financial institutions. •       An organization exempt from tax under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), an individual retirement account, or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2). •       The United States or any agency or instrumentality thereof. •       A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. •       A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. •       An international organization or any agency, or instrumentality thereof. •       Certain dealers in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States. •       Certain real estate investment trusts. •       Certain common trust funds operated by a bank under Section 584(a) of the Code. •       Certain exempt charitable remainder trusts described in Section 664 of the Code and certain non-exempt trusts described in Section 4947 of the Code. •       Certain entities registered at all times under the Investment Company Act of 1940. •       Certain foreign central banks of issue. •       Certain futures commission merchants registered with the Commodity Futures Trading Commission. •       Certain middlemen known in the investment community as nominees or custodians.   Payments of dividends and patronage dividends not generally subject to backup withholding include the following:   •       Payments to nonresident aliens subject to withholding under Section 1441 of the Code. •       Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner. •       Payments of patronage dividends where the amount received is not paid in money. •       Payments made by certain foreign organizations. •       Section 404(k) payments made by an ESOP. Payments of interest not generally subject to backup withholding include the following:   •       Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer. •       Payments described in Section 6049(b)(5) of the Code to nonresident aliens. •       Payments on tax-free covenant bonds under Section 1451 of the Code. •       Payments made by certain foreign organizations. •       Mortgage or student loan interest paid to you.   Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE BOX PROVIDED TO INDICATE THAT YOU ARE EXEMPT FROM BACKUP WITHHOLDING, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH THE PAYER A COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).   Certain payments other than interest dividends and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A, and 6050N of the Code and the regulations promulgated thereunder.   Privacy Act Notice—Section 6109 of the Code requires you to give correct taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a correct taxpayer identification number to a payer. Certain penalties may also apply.   The IRS may also provide this information to the Department of Justice for civil and criminal litigation; and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws; or to federal law enforcement and intelligence agencies to combat terrorism.   Penalties   (1) Penalty for Failure to Furnish Taxpayer Identification Number—If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) False Information With Respect to Withholding—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. Falsifying certifications or affirmations may also subject you to criminal penalties including fines and/or imprisonment.   FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

EX-99.A(1)(H)

Exhibit a (1)(H)

Instructions for Form
W-8BEN (Rev. February 2006)	Department of the Treasury Internal Revenue Service

Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

For definitions of terms used throughout these instructions, see Definitions on pages 3 and 4.

Purpose of form. Foreign persons are subject to U.S. tax at a 30% rate on income they receive from U.S. sources that consists of:

• Interest (including certain original issue discount (OID));

• Dividends;

• Rents;

• Royalties;

• Premiums;

• Annuities;

• Compensation for, or in expectation of, services performed;

• Substitute payments in a securities lending transaction; or

• Other fixed or determinable annual or periodical gains, profits, or income.

This tax is imposed on the gross amount paid and is generally collected by withholding under section 1441 or 1442 on that amount. A payment is considered to have been made whether it is made directly to the beneficial owner or to another person, such as an intermediary, agent, or partnership, for the benefit of the beneficial owner.

In addition, section 1446 requires a partnership conducting a trade or business in the United States to withhold tax on a foreign partner’s distributive share of the partnership’s effectively connected taxable income. Generally, a foreign person that is a partner in a partnership that submits a Form W-8 for purposes of section 1441 or 1442 will satisfy the documentation requirements under section 1446 as

well. However, in some cases the documentation requirements of sections 1441 and 1442 do not match the documentation requirements of section 1446. See Regulations sections 1.1446-1 through 1.1446-6. Further, the owner of a disregarded entity, rather than the disregarded entity itself, shall submit the appropriate Form W-8 for purposes of section 1446.

If you receive certain types of income, you must provide Form W-8BEN to:

• Establish that you are not a U.S. person;

• Claim that you are the beneficial owner of the income for which Form W-8BEN is being provided or a partner in a partnership subject to section 1446; and

• If applicable, claim a reduced rate of, or exemption from, withholding as a resident of a foreign country with which the United States has an income tax treaty.

• You may also be required to submit Form W-8BEN to claim an exception from domestic information reporting and backup withholding for certain types of income that are not subject to foreign-person withholding. Such income includes:

• Broker proceeds.

• Short-term (183 days or less) original issue discount (OID).

• Bank deposit interest.

• Foreign source interest, dividends, rents, or royalties.

• Proceeds from a wager placed by a nonresident alien individual in the games of blackjack, baccarat, craps, roulette, or big-6 wheel.

You may also use Form W-8BEN to certify that income from a notional principal contract is not effectively connected with the conduct of a trade or business in the United States.

A withholding agent or payer of the income may rely on a properly completed Form W-8BEN to treat a payment associated with the Form W-8BEN as a payment to a foreign person who beneficially owns the amounts paid. If applicable, the withholding agent may rely on the Form W-8BEN to apply a reduced rate of withholding at source.

Provide Form W-8BEN to the withholding agent or payer before income is paid or credited to you. Failure to provide a Form W-8BEN when requested may lead to withholding at a 30% rate (foreign-person withholding) or the backup withholding rate.

Additional information. For additional information and instructions for the withholding agent, see the Instructions for the Requester of Forms W-8BEN, W-8ECI, W-8EXP, and W-8IMY.

Who must file. You must give Form W-8BEN to the withholding agent or payer if you are a foreign person and you are the beneficial owner of an amount subject to withholding. Submit Form W-8BEN when requested by the withholding agent or payer whether or not you are claiming a reduced rate of, or exemption from, withholding.

Do not use Form W-8BEN if:

• You are a U.S. citizen (even if you reside outside the United States) or other U.S. person (including a resident alien individual). Instead, use Form W-9, Request for Taxpayer Identification Number and Certification.

• You are a disregarded entity with a single owner that is a U.S. person and you are not a hybrid entity claiming treaty benefits. Instead, provide Form W-9.

• You are a nonresident alien individual who claims exemption from withholding on compensation for independent or dependent personal services performed in the United States. Instead, provide Form 8233, Exemption from Withholding on Compensation for Independent (and Certain Dependent) Personal Services of a Nonresident Alien Individual, or Form W-4, Employee’s Withholding Allowance Certificate.

• You are receiving income that is effectively connected with the conduct of a trade or business in the United States, unless it is allocable to you through a partnership. Instead, provide Form W-8ECI, Certificate of Foreign Person’s Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States. If any of the income for which you have provided a Form W-8BEN becomes effectively connected, this is a change in circumstances and Form W-8BEN is no longer valid. You must file Form W-8ECI. See Change in circumstances on this page.

• You are filing for a foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization, foreign private foundation, or government of a U.S. possession claiming the applicability of section 115(2), 501(c), 892, 895, or 1443(b). Instead, provide Form W-8EXP, Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding. However, you should use Form W-8BEN if you are claiming treaty benefits or are providing the form only to claim you are a foreign person exempt from backup withholding. You should use Form W-8ECI if you received effectively connected income (for example, income from commercial activities).

• You are a foreign flow-through entity, other than a hybrid entity, claiming treaty benefits. Instead, provide Form W-8IMY, Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding. However, if you are a partner, beneficiary, or owner of a flow-through entity and you are not yourself a flow-through entity, you may be required to furnish a Form W-8BEN to the flow-through entity.

• You are a disregarded entity for purposes of section 1446. Instead, the owner of the entity must submit the form.

• You are a reverse hybrid entity transmitting beneficial owner documentation provided

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by your interest holders to claim treaty benefits on their behalf. Instead, provide Form W-8IMY.

• You are a withholding foreign partnership or a withholding foreign trust within the meaning of sections 1441 and 1442 and the accompanying regulations. A withholding foreign partnership or a withholding foreign trust is a foreign partnership or trust that has entered into a withholding agreement with the IRS under which it agrees to assume primary withholding responsibility for each partner’s, beneficiary’s, or owner’s distributive share of income subject to withholding that is paid to the partnership or trust. Instead, provide Form W-8IMY.

• You are acting as an intermediary (that is, acting not for your own account, but for the account of others as an agent, nominee, or custodian). Instead, provide Form W-8IMY.

• You are a foreign partnership or foreign grantor trust for purposes of section 1446. Instead, provide Form

W-8IMY and accompanying documentation. See Regulations sections 1.1446-1 through 1.1446-6.

Giving Form W-8BEN to the withholding agent. Do not send Form W-8BEN to the IRS. Instead, give it to the person who is requesting it from you. Generally, this will be the person from whom you receive the payment, who credits your account, or a partnership that allocates income to you. Give Form W-8BEN to the person requesting it before the payment is made to you, credited to your account or allocated. If you do not provide this form, the withholding agent may have to withhold at the 30% rate, backup withholding rate, or the rate applicable under section 1446. If you receive more than one type of income from a single withholding agent for which you claim different benefits, the withholding agent may, at its option, require you to submit a Form W-8BEN for each different

type of income. Generally, a separate Form W-8BEN must be given to each withholding agent.

Note. If you own the income or account jointly with one or more other persons, the income or account will be treated by the withholding agent as owned by a foreign person if Forms W-8BEN are provided by all of the owners. If the withholding agent receives a Form W-9 from any of the joint owners, the payment must be treated as made to a U.S. person.

Change in circumstances. If a change in circumstances makes any information on the Form W-8BEN you have submitted incorrect, you must notify the withholding agent or payer within 30 days of the change in circumstances and you must file a new Form W-8BEN or other appropriate form.

If you use Form W-8BEN to certify that you are a foreign person, a change of address to an address in the United States is a change in circumstances. Generally, a change of address within the same foreign country or to another foreign country is not a change in circumstances. However, if you use Form W-8BEN to claim treaty benefits, a move to the United States or outside the country where you have been claiming treaty benefits is a change in circumstances. In that case, you must notify the withholding agent or payer within 30 days of the move.

If you become a U.S. citizen or resident alien after you submit Form W-8BEN, you are no longer subject to the 30% withholding rate or the withholding tax on a foreign partner’s share of effectively connected income. You must notify the withholding agent or payer within 30 days of becoming a U.S. citizen or resident alien. You may be required to provide a Form W-9. For more information, see Form W-9 and instructions.

Expiration of Form W-8BEN. Generally, a Form W-8BEN provided without a U.S. taxpayer identification number (TIN) will remain in effect for a

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period starting on the date the form is signed and ending on the last day of the third succeeding calendar year, unless a change in circumstances makes any information on the form incorrect. For example, a Form W-8BEN signed on September 30, 2005, remains valid through December 31, 2008. A Form W-8BEN furnished with a U.S. TIN will remain in effect until a change in circumstances makes any information on the form incorrect, provided that the withholding agent reports on Form 1042-S at least one payment annually to the beneficial owner who provided the Form W-8BEN. See the instructions for line 6 beginning on page 4 for circumstances under which you must provide a U.S. TIN.

Definitions

Beneficial owner. For payments other than those for which a reduced rate of withholding is claimed under an income tax treaty, the beneficial owner of income is generally the person who is required under U.S. tax principles to include the income in gross income on a tax return. A person is not a beneficial owner of income, however, to the extent that person is receiving the income as a nominee, agent, or custodian, or to the extent the person is a conduit whose participation in a transaction is disregarded. In the case of amounts paid that do not constitute income, beneficial ownership is determined as if the payment were income.

Foreign partnerships, foreign simple trusts, and foreign grantor trusts are not the beneficial owners of income paid to the partnership or trust. The beneficial owners of income paid to a foreign partnership are generally the partners in the partnership, provided that the partner is not itself a partnership, foreign simple or grantor trust, nominee or other agent. The beneficial owners of income paid to a foreign simple trust (that is, a foreign trust that is described in section 651(a)) are generally the beneficiaries of the trust, if the beneficiary is not a foreign partnership, foreign simple or grantor trust, nominee or other agent. The beneficial owners of a foreign grantor trust (that is, a foreign trust to the extent that all or a portion of the income of the trust is treated as owned by the grantor or another person under sections 671 through 679) are the persons treated as the owners of the trust. The beneficial owners of income paid to a foreign complex trust (that is, a foreign trust that is not a foreign simple trust or foreign grantor trust) is the trust itself.

For purposes of section 1446, the same beneficial owner rules apply, except that under section 1446 a foreign simple trust rather than the beneficiary provides the form to the partnership.

The beneficial owner of income paid to a foreign estate is the estate itself.

Note. A payment to a U.S. partnership, U.S. trust, or U.S. estate is treated as a payment to a U.S. payee that is not subject to 30% withholding. A U.S. partnership, trust, or estate should provide the withholding agent with a Form W-9. For purposes of section 1446, a U.S. grantor trust or disregarded entity shall not provide the withholding agent a Form W-9 in its own right. Rather, the grantor or other owner shall provide the withholding agent the appropriate form.

Foreign person. A foreign person includes a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, a foreign estate, and any other person that is not a U.S. person. It also includes a foreign branch or office of a U.S. financial institution or U.S. clearing organization if the foreign branch is a qualified intermediary. Generally, a payment to a U.S. branch of a foreign person is a payment to a foreign person.

Nonresident alien individual. Any individual who is not a citizen or resident alien of the United States is a nonresident alien individual. An alien individual meeting either the “green card test” or the “substantial presence test” for the calendar year is a resident alien. Any person not meeting either test is a nonresident alien individual. Additionally, an alien individual who is a resident of a foreign country under the residence article of an income tax treaty, or an alien individual who is a bona fide resident of Puerto Rico, Guam, the Commonwealth of the Northern Mariana Islands, the U.S. Virgin Islands, or American Samoa is a nonresident alien individual. See Pub. 519, U.S. Tax Guide for Aliens, for more information on resident and nonresident alien status.

Even though a nonresident alien individual married to a U.S. citizen or resident alien may choose to be treated as a resident alien for certain purposes (for example, filing a joint income tax return), such individual is still treated as a nonresident alien for withholding tax purposes on all income except wages.

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Flow-through entity. A flow-through entity is a foreign partnership (other than a withholding foreign partnership), a foreign simple or foreign grantor trust (other than a withholding foreign trust), or, for payments for which a reduced rate of withholding is claimed under an income tax treaty, any entity to the extent the entity is considered to be fiscally transparent (see below) with respect to the payment by an interest holder’s jurisdiction.

For purposes of section 1446, a foreign partnership or foreign grantor trust must submit Form W-8IMY to establish the partnership or grantor trust as a look through entity. The Form W-8IMY may be accompanied by this form or another version of Form W-8 or Form W-9 to establish the foreign or domestic status of a partner or grantor or other owner. See Regulations section 1.1446-1.

Hybrid entity. A hybrid entity is any person (other than an individual) that is treated as fiscally transparent (see below) in the United States but is not treated as fiscally transparent by a country with which the United States has an income tax treaty. Hybrid entity status is relevant for claiming treaty benefits. See the instructions for line 9c on page 5.

Reverse hybrid entity. A reverse hybrid entity is any person (other than an individual) that is not fiscally transparent under U.S. tax law principles but that is fiscally transparent under the laws of a jurisdiction with which the United States has an income tax treaty. See the instructions for line 9c on page 5.

Fiscally transparent entity. An entity is treated as fiscally transparent with respect to an item of income for which treaty benefits are claimed to the extent that the interest holders in the entity must, on a current basis, take into account separately their shares of an item of income paid to the entity, whether or not distributed, and must determine the character of the items of income as if they were realized directly from the sources from which realized by the entity. For example, partnerships, common trust funds, and simple trusts or grantor trusts are generally considered to be fiscally transparent with respect to items of income received by them.

Disregarded entity. A business entity that has a single owner and is not a corporation under Regulations section 301.7701-2(b) is disregarded as an entity separate from its owner.

A disregarded entity shall not submit this form to a partnership for purposes of section 1446. Instead, the owner of such entity shall provide appropriate documentation. See Regulations section 1.1446-1.

Amounts subject to withholding. Generally, an amount subject to withholding is an amount from sources within the United States that is fixed or determinable annual or periodical (FDAP) income. FDAP income is all income included in gross income, including interest (as well as OID), dividends, rents, royalties, and compensation. FDAP income does not include most gains from the sale of property (including market discount and option premiums).

For purposes of section 1446, the amount subject to withholding is the foreign partner’s share of the partnership’s effectively connected taxable income.

Withholding agent. Any person, U.S. or foreign, that has control, receipt, or custody of an amount subject to withholding or who can disburse or make payments of an amount subject to withholding is a withholding agent. The withholding agent may be an individual, corporation, partnership, trust, association, or any other entity, including (but not limited to) any foreign intermediary, foreign partnership, and U.S. branches of certain foreign banks and insurance companies. Generally, the person who pays (or causes to be paid) the amount subject to withholding to the foreign person (or to its agent) must withhold.

For purposes of section 1446, the withholding agent is the partnership conducting the trade or business in the United States. For a publicly traded partnership, the withholding agent may be the partnership, a nominee holding an interest on behalf of a foreign person, or both. See Regulations sections 1.1446-1 through 1.1446-6.

Specific Instructions

A hybrid entity should give Form W-8BEN to a withholding agent only for income for which it is claiming a reduced rate of withholding under an income tax treaty. A reverse hybrid entity should give Form W-8BEN to a withholding agent only for income for which no treaty benefit is being claimed.

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Part I

Line 1. Enter your name. If you are a disregarded entity with a single owner who is a foreign person and you are not claiming treaty benefits as a hybrid entity, this form should be completed and signed by your foreign single owner. If the account to which a payment is made or credited is in the name of the disregarded entity, the foreign single owner should inform the withholding agent of this fact. This may be done by including the name and account number of the disregarded entity on line 8 (reference number) of the form. However, if you are a disregarded entity that is claiming treaty benefits as a hybrid entity, this form should be completed and signed by you.

Line 2. If you are a corporation, enter the country of incorporation. If you are another type of entity, enter the country under whose laws you are created, organized, or governed. If you are an individual, enter N/A (for “not applicable”). Line 3. Check the one box that applies. By checking a box, you are representing that you qualify for this classification. You must check the box that represents your classification (for example, corporation, partnership, trust, estate, etc.) under U.S. tax principles. Do not check the box that describes your status under the law of the treaty country. If you are a partnership or disregarded entity receiving a payment for which treaty benefits are being claimed, you must check the “Partnership” or “Disregarded entity” box. If you are a sole proprietor, check the “Individual” box, not the “Disregarded entity” box.

Only entities that are tax-exempt under section 501 should check the “Tax-exempt organization” box. Such organizations should use Form W-8BEN only if they are claiming a reduced rate of withholding under an income tax treaty or some code exception other than section 501. Use Form W-8EXP if you are claiming an exemption from withholding under section 501.

Line 4. Your permanent residence address is the address in the country where you claim to be a resident for purposes of that country’s income tax. If you are giving Form W-8BEN to claim a reduced rate of withholding under an income tax treaty, you must determine your residency in the manner required by the treaty. Do not show the address of a financial institution, a post office box, or an address used solely for mailing purposes. If you are an

individual who does not have a tax residence in any country, your permanent residence is where you normally reside. If you are not an individual and you do not have a tax residence in any country, the permanent residence address is where you maintain your principal office.

Line 5. Enter your mailing address only if it is different from the address you show on line 4.

Line 6. If you are an individual, you are generally required to enter your social security number (SSN). To apply for an SSN, get Form SS-5 from a Social Security Administration (SSA) office or, if in the United States, you may call the SSA at 1-800-772-1213. Fill in Form SS-5 and return it to the SSA.

If you do not have an SSN and are not eligible to get one, you must get an individual taxpayer identification number (ITIN). To apply for an ITIN, file Form W-7 with the IRS. It usually takes 4-6 weeks to get an ITIN.

An ITIN is for tax use only. It does not entitle you to social security benefits or change your employment or immigration status under U.S. law.

If you are not an individual or you are an individual who is an employer or you are engaged in a U.S. trade or business as a sole proprietor, you must enter an employer identification number (EIN). If you do not have an EIN, you should apply for one on Form SS-4, Application for Employer Identification Number. If you are a disregarded entity claiming treaty benefits as a hybrid entity, enter your EIN.

A partner in a partnership conducting a trade or business in the United States will likely be allocated effectively connected taxable income. The partner is required to file a U.S. federal income tax return and must have a U.S. taxpayer identification number (TIN).

You must provide a U.S. TIN if you are:

• Claiming an exemption from withholding under section 871(f) for certain annuities received under qualified plans,

• A foreign grantor trust with 5 or fewer grantors,

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• Claiming benefits under an income tax treaty, or

• Submitting the form to a partnership that conducts a trade or business in the United States.

• However, a U.S. TIN is not required to be shown in order to claim treaty benefits on the following items of income:

• Dividends and interest from stocks and debt obligations that are actively traded;

• Dividends from any redeemable security issued by an investment company registered under the Investment Company Act of 1940 (mutual fund);

• Dividends, interest, or royalties from units of beneficial interest in a unit investment trust that are (or were upon issuance) publicly offered and are registered with the SEC under the Securities Act of 1933; and

• Income related to loans of any of the above securities.

You may want to obtain and provide a U.S. TIN on Form W-8BEN even though it is not required. A Form W-8BEN containing a U.S. TIN remains valid for as long as your status and the information relevant to the certifications you make on the form remain unchanged provided at least one payment is reported to you annually on Form 1042-S.

Line 7. If your country of residence for tax purposes has issued you a tax identifying number, enter it here. For example, if you are a resident of Canada, enter your Social Insurance Number.

Line 8. This line may be used by the filer of Form W-8BEN or by the withholding agent to whom it is provided to include any referencing information that is useful to the withholding agent in carrying out its obligations. For example, withholding agents who are required to associate the Form W-8BEN with a particular Form W-8IMY may want to use line 8 for a referencing number or code that will make the association clear. A beneficial owner may use line 8 to include the number of the account for which he or she is providing the form. A foreign single owner of a disregarded entity may use line 8 to inform the withholding agent that the account to which a

payment is made or credited is in the name of the disregarded entity (see instructions for line 1 on page 4).

Part II

Line 9a. Enter the country where you claim to be a resident for income tax treaty purposes. For treaty purposes, a person is a resident of a treaty country if the person is a resident of that country under the terms of the treaty.

Line 9b. If you are claiming benefits under an income tax treaty, you must have a U.S. TIN unless one of the exceptions listed in the line 6 instructions above applies.

Line 9c. An entity (but not an individual) that is claiming a reduced rate of withholding under an income tax treaty must represent that it:

• Derives the item of income for which the treaty benefit is claimed, and

• Meets the limitation on benefits provisions contained in the treaty, if any.

• An item of income may be derived by either the entity receiving the item of income or by the interest holders in the entity or, in certain circumstances, both. An item of income paid to an entity is considered to be derived by the entity only if the entity is not fiscally transparent under the laws of the entity’s jurisdiction with respect to the item of income. An item of income paid to an entity shall be considered to be derived by the interest holder in the entity only if:

• The interest holder is not fiscally transparent in its jurisdiction with respect to the item of income, and

• The entity is considered to be fiscally transparent under the laws of the interest holder’s jurisdiction with respect to the item of income. An item of income paid directly to a type of entity specifically identified in a treaty as a resident of a treaty jurisdiction is treated as derived by a resident of that treaty jurisdiction.

If an entity is claiming treaty benefits on its own behalf, it should complete Form W-8BEN. If an interest holder in an entity that is considered fiscally

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transparent in the interest holder’s jurisdiction is claiming a treaty benefit, the interest holder should complete Form W-8BEN on its own behalf and the fiscally transparent entity should associate the interest holder’s Form W-8BEN with a Form W-8IMY completed by the entity.

An income tax treaty may not apply to reduce the amount of any tax on an item of income received by an entity that is treated as a domestic corporation for U.S. tax purposes. Therefore, neither the domestic corporation nor its shareholders are entitled to the benefits of a reduction of U.S. income tax on an item of income received from U.S. sources by the corporation.

To determine whether an entity meets the limitation on benefits provisions of a treaty, you must consult the specific provisions or articles under the treaties. Income tax treaties are available on the IRS website at www.irs.gov.

If you are an entity that derives the income as a resident of a treaty country, you may check this box if the applicable income tax treaty does not contain a “limitation on benefits” provision.

Line 9d. If you are a foreign corporation claiming treaty benefits under an income tax treaty that entered into force before January 1, 1987 (and has not been renegotiated) on (a) U.S. source dividends paid to you by another foreign corporation or (b) U.S. source interest paid to you by a U.S. trade or business of another foreign corporation, you must generally be a “qualified resident” of a treaty country. See section 884 for the definition of interest paid by a U.S. trade or business of a foreign corporation (“branch interest”) and other applicable rules.

In general, a foreign corporation is a qualified resident of a country if any of the following apply.

• It meets a 50% ownership and base erosion test.

• It is primarily and regularly traded on an established securities market in its country of residence or the United States.

• It carries on an active trade or business in its country of residence.

• It gets a ruling from the IRS that it is a qualified resident.

See Regulations section 1.884-5 for the requirements that must be met to satisfy each of these tests.

If you are claiming treaty benefits under an income tax treaty entered into force after December 31, 1986, do not check box 9d. Instead, check box 9c.

Line 9e. Check this box if you are related to the withholding agent within the meaning of section 267(b) or 707(b) and the aggregate amount subject to withholding received during the calendar year will exceed $500,000. Additionally, you must file Form 8833, Treaty-Based Return Position Disclosure Under Section 6114 or 7701(b).

Line 10

Line 10 must be used only if you are claiming treaty benefits that require that you meet conditions not covered by the representations you make in lines 9a through 9e. However, this line should always be completed by foreign students and researchers claiming treaty benefits. See Scholarship and fellowship grants below for more information.

The following are additional examples of persons who should complete this line.

• Exempt organizations claiming treaty benefits under the exempt organization articles of the treaties with Canada, Mexico, Germany, and the Netherlands.

• Foreign corporations that are claiming a preferential rate applicable to dividends based on ownership of a specific percentage of stock.

• Persons claiming treaty benefits on royalties if the treaty contains different withholding rates for different types of royalties.

This line is generally not applicable to claiming treaty benefits under an interest or dividends (other than dividends subject to a preferential rate based on ownership) article of a treaty.

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Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a

U.S. resident alien for tax purposes. The individual must use Form W-9 to claim the tax treaty benefit. See the instructions for Form W-9 for more information. Also see

Nonresident alien student or researcher who becomes a resident alien later for an example.

Scholarship and fellowship grants. A nonresident alien student (including a trainee or business apprentice) or researcher who receives noncompensatory scholarship or fellowship income may use Form W-8BEN to claim benefits under a tax treaty that apply to reduce or eliminate U.S. tax on such income. No Form W-8BEN is required unless a treaty benefit is being claimed. A nonresident alien student or researcher who receives compensatory scholarship or fellowship income must use Form 8233 to claim any benefits of a tax treaty that apply to that income. The student or researcher must use Form W-4 for any part of such income for which he or she is not claiming a tax treaty withholding exemption. Do not use Form W-8BEN for compensatory scholarship or fellowship income. See Compensation for Dependent Personal Services in the Instructions for Form 8233.

If you are a nonresident alien individual who received noncompensatory scholarship or fellowship income and personal services income (including compensatory scholarship or fellowship income) from the same withholding agent, you may use Form 8233 to claim a tax treaty withholding exemption for part or all of both types of income.

Completing lines 4 and 9a. Most tax treaties that contain an article exempting scholarship or fellowship grant income from taxation require that the recipient be a resident of the other treaty country at the time of, or immediately prior to, entry into the United States. Thus, a student or researcher may

claim the exemption even if he or she no longer has a permanent address in the other treaty country after entry into the United States. If this is the case, you may provide a U.S. address on line 4 and still be eligible for the exemption if all other conditions required by the tax treaty are met. You must also identify on line 9a the tax treaty country of which you were a resident at the time of, or immediately prior to, your entry into the United States.

Completing line 10. You must complete line 10 if you are a student or researcher claiming an exemption from taxation on your scholarship or fellowship grant income under a tax treaty.

Nonresident alien student or researcher who becomes a resident alien. You must use Form W-9 to claim an exception to a saving clause. See Nonresident alien who becomes a resident alien on this page for a general explanation of saving clauses and exceptions to them.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would complete Form W-9.

Part III

If you check this box, you must provide the withholding agent with the required statement for income from a notional principal contract that is to be treated as income not effectively connected with the conduct of a trade or business in the United States. You should update this statement as often as necessary. A new Form W-8BEN is not required for each update provided the form otherwise remains valid.

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Part IV

Form W-8BEN must be signed and dated by the beneficial owner of the income, or, if the beneficial owner is not an individual, by an authorized representative or officer of the beneficial owner. If Form W-8BEN is completed by an agent acting under a duly authorized power of attorney, the form must be accompanied by the power of attorney in proper form or a copy thereof specifically authorizing the agent to represent the principal in making, executing, and presenting the form. Form 2848, Power of Attorney and Declaration of Representative, may be used for this purpose. The agent, as well as the beneficial owner, may incur liability for the penalties provided for an erroneous, false, or fraudulent form.

Broker transactions or barter exchanges. Income from transactions with a broker or a barter exchange is subject to reporting rules and backup withholding unless Form W-8BEN or a substitute form is filed to notify the broker or barter exchange that you are an exempt foreign person.

You are an exempt foreign person for a calendar year in which:

• You are a nonresident alien individual or a foreign corporation, partnership, estate, or trust;

• You are an individual who has not been, and does not plan to be, present in the United States for a total of 183 days or more during the calendar year; and

• You are neither engaged, nor plan to be engaged during the year, in a U.S. trade or business that has effectively connected gains from transactions with a broker or barter exchange.

Paperwork Reduction Act Notice. We ask for the information on this form to carry out the Internal Revenue laws of the United States. You are required to provide the information. We need it to ensure that you are complying with these laws and to allow us to figure and collect the right amount of tax.

You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating to a form

or its instructions must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and return information are confidential, as required by section 6103.

The time needed to complete and file this form will vary depending on individual circumstances. The estimated average time is: Recordkeeping, 5 hr., 58 min.; Learning about the law or the form, 3 hr., 46 min.; Preparing and sending the form to IRS, 4 hr., 2 min.

If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler, we would be happy to hear from you. You can email us at *taxforms@irs.gov. Please put “Forms Comment” on the subject line. Or you can write to Internal Revenue Service, Tax Products Coordinating Committee, SE:W:CAR:MP:T:T:SP, 1111 Constitution Ave. NW, IR-6406, Washington, DC 20224. Do not send Form W-8BEN to this office. Instead, give it to your withholding agent.

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EX-99.A(1)(I)

Exhibit (a)(1)(I)

DECLARATION OF STATUS FOR ISRAELI INCOME TAX PURPOSES

u  Do not send this form to the IRS u See separate instructions on the back cover of this form

u  Read this form together with the Offer to Purchase and Letter of Transmittal accompanying this form

PAYER’S NAME: American Stock Trust & Transfer Company, as U.S. Depositary

Who may use this form and why?

Holders of Shares who wish to tender their Shares pursuant to the Offer to Purchase and the related Letter of Transmittal (which, as amended from time to time, together constitute the “Offer”) may use this form if they tender their Shares in the Offer to the U.S. Depositary and they are either:

• Non-Israeli Residents: If (i) you are NOT a “resident of Israel” (as defined under Section 1 of the Israeli Income Tax Ordinance [New Version], 5721-1961 (the “Ordinance”) (See Instruction II)) for purposes of the Ordinance, or (ii) you are a corporation that is NOT a “resident of Israel”, and Israeli residents are NOT “controlling shareholders” (as defined under Section 68A of the Ordinance (See Instruction III)) of you, nor are Israeli residents the beneficiaries of, or are entitled to, 25.0% or more of your revenues or profits, whether directly or indirectly; then you may be eligible for a full exemption from Israeli withholding tax with respect to the gross proceeds payable to you (if any) pursuant to the Offer. By completing this form in a manner that would substantiate your eligibility for such exemption, you will allow the Purchaser, the U.S. Depositary, your broker or any other withholding agent, or their authorized representatives to exempt you from such Israeli withholding tax; or

• A Bank, Broker or Financial Institution Resident in Israel: If you are a bank, broker or financial institution resident in Israel that (1) is holding the Shares solely on behalf of beneficial shareholder(s) (so-called “street name” holders), and (2) is subject to the provisions of the Ordinance and regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made by you to your beneficial shareholder(s) with respect to Shares tendered by them and accepted for payment by the Purchaser pursuant to the Offer (an “Eligible Israeli Broker”), you may be eligible for a full exemption from Israeli withholding tax with respect to the cash payment transmitted to you. By completing this form in a manner that would substantiate your eligibility for such exemption, you will allow the Purchaser, the U.S. Depositary, your broker or withholding agent, or their authorized representatives, to exempt you from such Israeli withholding tax. Consequently, even though the U.S. Depositary will not deduct any Israeli withholding tax from you, pursuant to the provisions of the Ordinance and regulations promulgated thereunder, to which you are subject, you may be required to withhold Israeli tax, as applicable, from the cash payment (if any) made by you to your beneficial shareholder(s). NOTE: AN ELIGIBLE ISRAELI BROKER MAY COMPLETE THIS FORM IF IT IS HOLDING THE SHARES SOLELY ON BEHALF OF HIS CLIENTS, THE BENEFICIAL SHAREHOLDERS.

THIS FORM IS NOT INTENDED FOR YOUR USE IF YOU ARE A “RESIDENT OF ISRAEL” (OTHER THAN A BANK, BROKER OR FINANCIAL INSTITUTION RESIDENT IN ISRAEL).

PLEASE NOTE THAT IF YOU PROVIDE A DECLARATION FORM, YOU ALSO CONSENT TO THE PROVISION OF YOUR DECLARATION FORM TO THE PURCHASER AND/OR THE U.S. DEPOSITARY AND TO THE ISRAELI TAX AUTHORITY (THE “ITA”), IN CASE THE ITA SO REQUESTS, FOR PURPOSES OF AUDIT OR OTHERWISE.

To whom should you deliver this form?

• If you wish to submit this form and (1) you hold your Shares directly, i.e., you are a registered holder, complete and sign this form and mail or deliver it to the U.S. Depositary (together with the Letter of

Transmittal by which you tender your Shares) at one of its addresses set forth below, or (2) you hold your Shares through a broker, dealer, commercial bank, financial institution, trust company or other nominee (a “Broker”), complete and sign this form and mail or deliver it (together with the instruction letter by which you tender your Shares) to such Broker.

Until when should I deliver this form?

• As described above, this form should be delivered together with the Letter of Transmittal or instruction letter by which you tender your Shares prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Expiration Date (as such term is defined in the Offer to Purchase).

You are urged to consult your own tax advisors to determine the particular tax consequences to you should you tender your Shares in the Offer, including, without limitation, the effect of any state, local or foreign income and any other tax laws and whether or not you should use this form.

PART I     Identification and details of Shareholder (including Eligible Israeli Brokers) (see instructions)

1. Name:	2. Type of Shareholder (more than one box may be applicable):
(please print full name)	¨	Corporation (or Limited	¨	Bank
		Liability Company)	¨	Broker
	¨	Individual	¨	Financial Institution
	¨	Trust
	¨	Partnership
	¨	Other: ___________
3. For individuals only:	4. For all other Shareholders:
Date of birth: ______/_____/______ month / day / year	Country of incorporation or organization:
Country of residence:	Registration number of corporation (if applicable):
Country of citizenship:
Taxpayer Identification or Social Security No:	Country of residence:
5. Permanent Address (state, city, zip or postal code, street, house number, apartment number):
6. Mailing Address (if different from above):	7. Telephone Number (country code, area code and number):
8. I hold the Shares of Jacada (mark X in the appropriate place): ¨        directly, as a Registered Holder ¨        through a Broker. If you marked this box, please state the name of your Broker: ________________________

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PART II	Declaration by Non-Israeli Shareholders (see instructions)	u       Eligible Israeli Brokers should not complete this Part II
A. To be completed only by Individuals. I hereby declare that: (if the statement is correct, mark X in the following box)
¨        I am NOT a “resident of Israel” within the meaning of that term in Section 1 of the Ordinance (See Instruction II), which means, among other things, that:
•       the State of Israel is neither my place of residence nor that of my family, •       I was NOT present (nor am I planning to be present) in Israel for 183 days or more during this tax year, and •       I was NOT present in Israel for 30 days or more during this tax year, and the total period of my presence in Israel during this tax year and the two previous tax years will NOT reach 425 days or more in total. ¨        In addition, I either (i) purchased the tendered shares following the initial public offering of Jacada (i.e. after October 1999 in the United States and June 2001 in Israel); or (ii) I am a resident of a country that signed a treaty for the prevention of double taxation an income tax treaty) with the state of Israel.
B. To be completed by Corporations. I hereby declare that: (if correct, mark X in the following box.)
¨        I am NOT a “resident of Israel” within the meaning of that term in Section 1 of the Ordinance (See Instruction II), which means, among other things, that:
•       I was NOT incorporated in Israel and was NOT registered with/formed at the Israeli Registrar of Companies, the Israeli Fellowship Societies Registrar or the Israeli Partnerships Registrar, and
•       the “control and management” of my business is NOT located in Israel.
¨        Israeli residents are NOT “controlling shareholders” of me within the meaning of that term in Section 68A of the Ordinance (See Instruction III), which means, among other things, that Israeli residents do NOT hold 25.0% or more of any “means of control” of me within the meaning of that term in Section 88 of the Ordinance; nor are Israeli residents the beneficiaries of, or are entitled to, 25.0% or more of my revenues or profits, whether directly or indirectly. ¨        In addition, I either (i) purchased the tendered shares following the initial public offering of Jacada (i.e. after October 1999 in the United States and June 2001 in Israel); or (ii) I am a resident of a country that signed a treaty for the prevention of double taxation an income tax treaty) with the state of Israel.
C. To be completed by Partnerships. I hereby declare that: (if correct, mark X in the following box.)
¨        NO partner (in the partnership), whether an individual or a corporation, is a “resident of Israel” within the meaning of that term in Section 1 of the Ordinance (See Instruction II).
¨        NO partner (in the partnership) that is a corporation has Israeli residents that are “controlling shareholders” within the meaning of that term in Section 68A of the Ordinance (See Instruction III), nor are Israeli residents the beneficiaries of, or are entitled to, 25.0% or more of the revenues or profits of such partner, whether directly or indirectly.
D. To be completed by Trusts. I hereby declare that: (if correct, mark X in the following box)
¨        The Trust was NOT registered in Israel; the settlor of the Trust is NOT an Israeli Resident; the beneficiaries of the Trust are NOT Israeli Residents and the Trustee of the Trust is not an Israeli Resident.
¨        The Trust either (i) purchased the tendered shares following the initial public offering of Jacada (i.e. after October 1999 in the United States and June 2001 in Israel); or (ii) is a resident of a country that signed a treaty for prevention of double taxation with the State of Israel.

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PART III	Declaration by Israeli Bank, Broker or Financial Institution (see instructions)	u       Non- Israeli Residents should not complete this Part III
I hereby declare that: (if correct, mark X in the following box)
¨        I am a bank, broker or financial institution that is a “resident of Israel” within the meaning of that term in Section 1 of the Ordinance (See Instruction II), I am holding the Shares solely on behalf of beneficial shareholder(s) and I am subject to the provisions of the Ordinance and the regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made by me to such beneficial shareholder(s) with respect to Shares tendered by them and accepted for payment by the Purchaser pursuant to the Offer.
PART IV	Certification. By signing this form, you also declare that:

•       You understood this form and completed it correctly and pursuant to the instructions.

•       You provided accurate, full and complete details in this form.

•       You are aware that providing false details constitutes a felony under the Ordinance.

•       You are aware that this form may be provided to the Israeli Tax Authority, in case the Israeli Tax Authority so requests, for purposes of audit or otherwise.

•       You understand that the instructions to this form constitute an integral part thereof.

SIGN HERE  u
	Signature of Shareholder (or individual authorized to sign on your behalf)	Date	Capacity in which acting

4

INSTRUCTIONS

Forming Part of the Declaration of Status for Israeli Income Tax Purposes

I. General Instructions. This Declaration Form (Declaration of Status for Israeli Income Tax Purposes), or this Form, should be completed by holders of Shares who wish to tender their Shares pursuant to the Offer, and who are either: (i) NOT “residents of Israel” for purposes of the Ordinance (See Instruction II below), and if the holder of Shares is a corporation then Israeli residents are NOT “controlling shareholders” of such corporation within the meaning of Section 68A of the Ordinance (See Instruction III below), and Israeli residents are NOT the beneficiaries of, or are entitled to, 25.0% or more of the revenues or profits of such corporation, whether directly or indirectly, or (ii) a bank, broker or financial institution that are “residents of Israel” within the meaning of that term in Section 1 of the Ordinance, holding Shares solely on behalf of beneficial shareholder(s), and are subject to the provisions of the Ordinance and the regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made by them to such beneficial shareholder(s) with respect to Shares tendered by them and accepted for payment by the Purchaser pursuant to the Offer. Israeli residents who are NOT Eligible Israeli Brokers should not use this Form.

Part I (Identification and details of Shareholder). You should complete Item 1, 2 and 5 through 8 and either (i) Item 3, if you are an individual, or (ii) Item 4, if you are a corporation (or limited liability company), trust, partnership or other entity.

Part II (Declaration by Non-Israeli Shareholder). If you are NOT an Israeli resident, you should complete either Section A (for Individuals), Section B (for Corporations), Section C (for Partnerships) or Section D (for Trusts). If you do not mark a box you will be deemed to answer that the corresponding item is not correct with respect to you.

Part III (Declaration by Israeli Bank, Broker or Financial Institution). If you are an Eligible Israeli Broker, you should complete this Item.

Part IV (Certification). By signing this Form, you also make the statements in Part IV.

Inadequate Space. If the space provided on this Form is inadequate, you should insert such details on a separate signed schedule and attached to this Form.

Determination of Validity. All questions as to the validity, form or eligibility (including time of receipt) of this Form will be, subject to applicable law, determined by the Purchaser, in its sole discretion, which determination will be final and binding on all parties. None of the Purchaser, the U.S. Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any Form or incur any liability for failure to give any such notification. For more details, see Section 5 of the Offer to Purchase.

Questions and Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to the Information Agent at the address or telephone numbers set forth on the back cover. Additional copies of this Form may be obtained from the Information Agent.

The method of delivery of this Form is at your option and risk, and the delivery will be deemed made only when actually received by your Broker or the U.S. Depositary. If delivery is by mail, registered mail with return receipt requested, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. No alternative, conditional or contingent Forms will be accepted.

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II. Definition of Resident of Israel for Israeli Tax Purposes

Section 1 of the Ordinance defines a “resident of Israel” or a “resident” as follows:

“(A) with respect to an individual—a person whose center of vital interests is in Israel; for this purpose the following provisions will apply:

(1) in order to determine the center of vital interests of an individual, account will be taken of the individual’s family, economic and social connections, including, among others:

(a) place of permanent home;

(b) place of residential dwelling of the individual and the individual’s immediate family;

(c) place of the individual’s regular or permanent occupation or the place of his permanent employment;

(d) place of the individual’s active and substantial economic interests;

(e) place of the individual’s activities in organizations, associations and other institutions;

(2) the center of vital interests of an individual will be presumed to be in Israel:

(a) if the individual was present in Israel for 183 days or more in the tax year;

(b) if the individual was present in Israel for 30 days or more in the tax year, and the total period of the individual’s presence in Israel that tax year and the two previous tax years is 425 days or more.

For the purposes of this provision, “day” includes a part of a day.

(3) the presumption in subparagraph (2) may be rebutted either by the individual or by the assessing officer;

(4) …;

(B) with respect to a body of persons—a body of persons which meets one of the following:

(1) it was incorporated in Israel;

(2) the “control and management” of its business is exercised in Israel.”

III. Definition of Controlling Shareholder for Purposes of Section 68A of the Ordinance

Section 68A of the Ordinance defines “controlling shareholders” as follows:

“Controlling shareholders”—shareholders that hold, directly or indirectly, alone, or together with another, or together with another Israeli resident, one or more of the means of control at a rate exceeding 25.0%.”

Section 88 of the Ordinance defines the terms “means of control” and “together with another” as follows:

““Means of control”—in a corporation—each of the following:

(1) the right to profits;

(2) the right to appoint a director or a chief executive officer in the company, or equivalent position holders in another corporation;

(3) a voting right in the general meeting of a company, or in an equivalent body in another corporation;

(4) the right to a portion of the remainder of the assets after settlement of liabilities, upon wind-up;

(5) the right to instruct anyone holding the rights listed in clauses (1) to (4) on the manner in which his right shall be executed;

and all, whether by virtue of shares, rights to shares or other rights, or in any other manner, including by way of voting agreements or through a trust.”

“Together with another”—together with a relative, and together with he who is not a relative and they have between them a cooperation on a permanent basis under an agreement regarding material issues of a corporation, directly or indirectly;”

6

EX-99.A(5)(A)

Exhibit a (5)(A)

Jacada Announces Commencement of Tender Offer

Offer Set to Purchase up to 4,000,000 Shares

ATLANTA, August 14, 2008—Jacada Ltd. (Nasdaq: JCDA) a leading provider of unified desktop and process optimization solutions for customer service operations, announced today that it is commencing a modified “Dutch auction” tender offer for up to 4,000,000 of its ordinary shares at a share price of $3.50 to $4.00.

Under the tender offer, shareholders will have the opportunity to tender some or all of their shares at a price within the $3.50 to $4.00 price range. Based on the number of shares tendered and the prices specified by the tendering shareholders, Jacada will determine the lowest per share price within the range that will enable it to buy 4,000,000 shares, or such lesser number of shares that are properly tendered.

The offer will expire at the close of business on September 15, 2008, unless extended by Jacada.

In accordance with SEC regulations, the previously announced $10 million program to repurchase shares by the company in the open market will be suspended.

Jacada officers and directors have advised the company that they do not plan to tender any of their shares in the tender offer.

“We believe this represents an excellent use of our significant cash reserves, and is consistent with our goal to maximize long-term shareholder value,” said Paul O’Callaghan, chief executive officer of Jacada. “Clearly we are confident in the future of Jacada, and we believe this investment will only make the company stronger moving forward.”

The information agent for the offer is MacKenzie Partners, Inc., who can be reached at (212) 929-5500 or toll-Free at (800) 322-2885.

More Details Regarding the Dutch Auction

If shareholders of more than 4,000,000 shares properly tender their shares at or below the determined price per share, Jacada will purchase shares tendered by such shareholders, at the determined price per share, on a pro rata basis. Shareholders whose shares are purchased in the offer will be paid the determined purchase price per share net in cash, less any applicable withholding taxes and without interest, after the expiration of the offer period. The offer is not contingent upon any minimum number of shares being tendered. The offer is subject to a number of other terms and conditions specified in the offer to purchase that is being distributed to shareholders. However, there is no financing condition as Jacada anticipates that it will pay for the shares tendered in the offer, as well as related fees and expenses, from its internal cash resources.

In the event that Jacada succeeds in purchasing substantially all the shares it is offering to purchase in the tender offer, it contemplates that it will not resume the previously announced repurchase program. In the event that less than substantially all 4,000,000 shares Jacada is tendering for are purchased, Jacada may, at its discretion, resume purchases under a repurchase program. However, even if Jacada decides to resume purchases in the open market after the expiration of the tender offer, under SEC regulations any such purchases may not be made until at least 10 days after the termination of the tender offer.

Neither Jacada, nor its board of directors, is making any recommendation to shareholders as to whether to tender or refrain from tendering their shares in the tender offer. Shareholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase by Jacada.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any ordinary shares of Jacada. The offer is being made solely by the offer to purchase and the related letter of transmittal. Shareholders are urged to read the Jacada tender offer statement on Schedule TO filed with the SEC in connection with the tender offer, which includes as exhibits, the offer to purchase and the related letter of transmittal, as well as any amendments or supplements to the statement when they become available. Each of these documents has been or will be filed with the SEC, and shareholders may obtain them for free from the SEC at the SEC’s website (www.sec.gov) or from Jacada, by directing such request to: Oren Shefler, General Counsel, telephone: 770-352-1300.

About Jacada

Jacada is a leading global provider of unified service desktop and process optimization solutions that simplify and automate customer service processes. By bridging disconnected systems into a single, intelligent workspace, Jacada solutions create greater operational efficiency and increase agent and customer satisfaction. Founded in 1990, Jacada operates globally with offices in Atlanta, Georgia; Herzliya, Israel; London, England; and Munich, Germany. Jacada can be reached at www.jacada.com.

Forward Looking Statement

This news release may contain forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. The words “may,” “could,” “would,” “will,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” and similar expressions or variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of the future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control. Actual results may differ materially from those projected in the forward-looking statements as a result of various factors including the performance and continued acceptance of our products, general economic conditions and other Risk Factors specifically identified in our reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made. Jacada is a trademark of Jacada Inc. All other brands or product names are trademarks of their respective owners.

Jacada is a trademark of Jacada Ltd. All other brands or product names are trademarks of their respective owners.

CONTACT:

Tzvia Broida

Chief Financial Officer

Jacada

972 9 9525927

or

Peter Seltzberg

Hayden Communications

(646) 415-8972

peter@haydenir.com

2

EX-99.A(5)(B)

Exhibit a(5)(B)

Note: The following is an un-official English translation of the Hebrew Cover Page of the Offer to Purchase that was published in Israel pursuant to Israeli law. The original Cover Page, written in Hebrew, is the exclusive legally binding version and the Offeror (as defined below) assumes no liability for any of the statements or representations made in this translation.

[FORM OF MIFRAT]

Jacada Ltd. (the “Company” or “Offeror”)

In accordance with the Companies Law, 5759-1999 (the “Companies Law”), the Securities Law, 5728-1968, and the Securities Regulations (Purchase Offer), 5760-2000 (the “Purchase Offer Regulations”), following is a:

Schedule (‘MIFRAT’) of an Ordinary Self Tender Offer to Purchase by the Company, of

up to 4,000,000 ordinary shares of NIS 0.01 par value each of the Company (the “Maximum Amount of Shares”), held by the Company’s shareholders (the “Offerees”), representing as of August 12, 2008 19.17% of the Company’s issued and paid-up capital and 19.73% of its voting rights (the “Shares”); the Shares will be purchased under this Tender Offer (the “Offer”) in a single price (the “Purchase Price Determined”) to be determined through a procedure of “Modified Dutch Auction”, and which will not be less than US$3.50 per share nor greater than US $4.00 per share, all subject to withholding taxes and without interest, in accordance with the terms detailed in this Schedule.

According to the terms of this Offer, each of the Offerees may offer to sell to the Company the Company’s shares held by such Offeree, or any part thereof, by referring to the purchase price required by such Offeree, under one of the following options: (a) indication of the minimum price required by the Offeree for the shares tendered by such Offeree, which will not be less than US$3.50 per share or at a higher price, in increment of US $0.10, up to the maximum price of US $4.00 per share (each Offeree may require different minimum prices for different shares held by such Offeree, but may not tender the same shares in different prices), or (b) indicating the Offeree’s election not to indicate any minimum price for the shares tendered by such Offeree, and such Offeree’s consent to sell such shares to the Company at the Purchase Price Determined in the Offer, as detailed in the Offer to Purchase. The Purchase Price Determined will be the lowest price in which the shares tendered in such price and in lower prices (including shares tendered without indicating the price required for such shares, while the Offeree agrees to sell such shares at the Purchase Price Determined, as aforesaid) constitutes the Maximum Amount of Shares or an amount greater than it.

In the event that the aggregate number of shares tendered to the Company (a) at the Purchase Price Determined, (b) at prices lower than the Purchase Price Determined, or (c) without indicating any price, as aforesaid, shall exceed the Maximum Amount of Shares, the Company shall purchase from each Offeree who accepted the Offer at the Purchase Price Determined or in prices lower than it or without indicating any price, a prorated portion of the shares tendered by the Offeree in such prices, in the amount representing the ratio between the number of shares tendered by the Offeree (a) at the Purchase Price Determined, (b) at prices lower than the Purchase Price Determined, or (c) without indicating any price, to the aggregate amount of shares tendered by all shareholders at such prices, multiplied by the Maximum Amount of Shares. In the event that the aggregate acceptance notices tendered to the Company will be with respect to shares in the amount equal to the Maximum Amount of Shares or less than such amount, the Purchase Price Determined will be the higher price at which acceptance notices have been tendered to the Company. The Purchase Price Determined will be determined in US Dollars and the consideration to be paid to the Offerees, whose acceptance notices will be accepted, all of them or any part thereof, will be paid in US Dollars.

It is hereby clarified that the aforesaid constitutes only a summary of the full terms of the Offer to Purchase, which is being submitted in English, and that each Offeree who is considering accepting the Offer is required to review the full information in the binding version of the Offer to Purchase attached to this cover statement.

The Company’s shares are listed both on the Tel Aviv Stock Exchange Ltd. (the “TASE”) and on the Nasdaq National Market in the United States (“Nasdaq”). This Offer is, therefore, subject to both Israeli and U.S. law, and in accordance with an exemption granted by the Israeli Securities Authority, this Schedule (with the exception of this cover statement) is identical to the Schedule in English (Offer to Purchase) that is being published by the Company in the United States simultaneously (the “Schedule”), and includes additional details that are not required by the Tender Offer Regulations.

On August 12, 2008, the Company holds 592,480 Shares of the Company, representing 2.84% of the Company’s issued and outstanding share capital and voting rights. Should the Offer to Purchase be fully accepted, then following the consummation of the Offer, the Company will hold 4,592,480 shares of the Company, representing as of August 13, 2008 22.01% of the Company’s issued and outstanding share capital and 22.66% of its voting rights. The shares held by the Company On August 13, 2008, the date prior to the date of the Offer to Purchase, and the Shares that it will acquire in the Offer will become dormant shares (as defined under Section 308 of the Companies Law) and so long as the Company holds such shares, they will not confer any rights upon the Company including voting rights. The purchase of the Shares by means of the Offer is subject to the conditions for distribution in accordance with Section 309(a) of the Companies Law.

• A Shareholder of the Company who holds shares through a TASE member, and is interested in tendering shares under the Offer, shall do so via the TASE member with whom his securities deposits are managed, and the TASE member will notify the Israeli Depositary (as defined below) as specified in Section 3 of the Schedule.

• A Shareholder of the Company who is listed as a shareholder in the Shareholders Register maintained by the Company in Israel (“Listed Holders”), who is interested in tendering shares under the Offer, shall do so via Clal Finance Batucha Investment Management Ltd. (the “Israeli Depositary”), at its offices in 37 Menahem Begin Road, Tel Aviv 65220, Israel, as specified in Section 3 of the Schedule. Additional contact information regarding the Israeli Depositary appears on the last page of the Schedule.

• A Shareholder of the Company who is neither a Listed Holder, nor holds shares via a TASE member, and who is interested in tendering shares under the Offer, shall do so via the U.S. Depositary, as specified in Section 3 of the Schedule.

The examination of the results of the Offer to Purchase as specified in Section 1 of the Schedule, shall be determined by taking into consideration the aggregate amount of shares included in Acceptance Notices specified in Section 1 of the Schedule, to be delivered to the Company by the Offerees in Israel and the U.S. via the Depositaries in Israel and in the U.S.

As specified in Section 6 of the Schedule, upon the occurrence of certain circumstances, the Company may withdraw from the Offer, until the Last Date of Acceptance (as defined hereinafter), and it shall report such withdrawal from the Offer to the Israeli Securities Authority and to the TASE and shall publish within one business day a notice regarding such withdrawal from the Offer and the reasons for such withdrawal in two daily newspapers having a mass circulation and published in Israel in Hebrew. See Section 6 of the Schedule regarding the conditions for the Company’s undertaking to purchase of the Shares in the Offer.

The Last Date of Acceptance up to which Acceptance Notices to the Offer may be delivered, is Monday, September 15, 2008, at 24:00, Israel time (the “Last Date of Acceptance”).

Schedule Date: August 14, 2008

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EX-99.A(5)(C)

Exhibit a(5)(C)

Note: The following are un-official English translations of the Hebrew Acceptance Notices and Share Transfer Deed that were published in Israel pursuant to Israeli law. The originals of these documents, written in Hebrew, are the exclusive legally binding versions and the Offeror (as defined below) assumes no liability for any of the statements or representations made in this translation.

[FORM OF NOTICES]

NOTICE OF AN UNLISTED HOLDER

To:                      Ltd. (the TASE Member)

Re: Ordinary Shares of Jacada Ltd. (the “Company”)

I refer to the Schedule (offer to purchase) of the Company dated August 14, 2008, whereby the Company offered to purchase up to 4,000,000 ordinary shares par value NIS 0.01 of the Company (the “Schedule”).

Whereas I own and hold, through you, in Deposit No.              at your branch no.             ,              ordinary shares par value NIS 0.01 of the Company, and whereas I wish to accept the tender offer of the Company included in the Schedule, in respect of             ¹ shares of the Company, at the price/s indicate/s hereinafter, now therefore I hereby instruct you to deliver to the Company for me and on my behalf acceptance notice of an unlisted holder as defined in Section 2 of the Schedule, and to undertake for me and on my behalf to transfer the aforementioned shares, i.e.             ¹ shares of the Company (the “Shares”) to the Company according to the provisions of the Schedule and at the price/s indicate/s hereinafter:

(A) Tendering the Shares at the price/s selected by the holder according to the price/s indicate/s hereinafter:

I hereby tender the amount of shares indicated above at the price/s indicate/s hereinafter²:

	The price	The amount of shares tendered
a.	¨    $3.50
b.	¨    $3.60
c.	¨    $3.70
d.	¨    $3.80
e.	¨    $3.90
f.	¨    $4.00

(B) Tendering the Shares at the purchase price determined by the Offer³:

¹ The Offeree should insert the maximum number of Shares in respect of which the notice is given, i.e. the full amount of Shares in the above securities deposit, or a smaller quantity, as the holder wishes.

² The Offeree should insert the number of Shares tendered by him next to the price at which such Shares are tendered. In the event you wish to tender parts of the Shares you posses at different prices, you should indicate next to each of the prices at which you are interested to tender your Shares, the amount of Shares you wish to tender in such price. Please note, the same Shares may not be tendered at different prices.

³ Will lead to increasing the chances that this acceptance notice will be accepted (with respect to the amount of Shares specified in this section only) (subject to the possibility of proportional acceptance in the event that the aggregate amount of Shares in respect of which acceptance notices have been delivered had exceeded the maximum amount of Shares the Company wishes to purchase in the Purchase Offer). Please note, that selecting this option could result in paying you a purchase price with respect to the amount of Shares indicated in this section at the minimum price determined by the Offer, i.e. US $ 3.50 per share.

Selecting this option means tendering the amount of Shares indicated in this section at the purchase price determined in the Offer by the Company, as detailed in Section 1 of the Schedule. Selecting this option

¨  I hereby tender              shares at the purchase price to be determined by the Offer by the Company.

I hereby declare and undertake that the Shares are free of any lien, attachment, debt, pledge or any third party right on the date of giving this notice of acceptance, and that these Shares will be in that condition on the date of their transfer to the name of the Company according to the Schedule.

Please transfer the Purchase Price for the above Shares to my account as detailed above.

I am aware that a precondition for the purchase of the Shares by the Company and payment of their Purchase Price in accordance with the Schedule, is the correctness of this declaration.

ID No. / Company number

Full name

Signature

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NOTICE OF LISTED HOLDER

To:              Ltd. (the TASE Member)

Re: Ordinary Shares of Jacada Ltd. (the “Company”)

I refer to the Schedule (offer to purchase) of the Company dated August 14, 2008, whereby the Company offered to purchase up to 4,000,000 ordinary shares par value NIS 0.01 of the Company (the “Schedule”).

Whereas I own/ hold power of attorney for transactions in respect of              ordinary shares par value NIS 0.01 of the Company which are marked from No.              to No.              inclusive, which are registered in the name of             , and whereas I wish to accept the tender offer of the Company included in the Schedule, in respect of             ⁴ shares of the Company, at the price/s indicate/s hereinafter, now therefore I hereby deliver acceptance notice of listed holder as detailed in Section 3 of the Schedule and an undertaking to transfer the aforesaid shares i.e.             ⁴ shares of the Company (the “Shares”) to the Company under the share transfer deed attached hereto, and all in accordance with the terms and conditions of the aforementioned tender offer. The Shares are held by virtue of notarized power of attorney from             , the owner and holder of the Shares, which was presented to             and a copy of which, approved by a notary, is attached to this notice of acceptance⁵, all at the price/s indicate/s hereinafter:

(A) Tendering the Shares at the price/s selected by the holder according to the price/s indicate/s hereinafter:

I hereby tender the amount of shares indicated above at the price/s indicate/s hereinafter⁶:

	The price	The amount of shares tendered
a.	¨    $3.50
b.	¨    $3.60
c.	¨    $3.70
d.	¨    $3.80
e.	¨    $3.90
f.	¨    $4.00

(B) Tendering the Shares at the purchase price determined by the Offer⁷:

Selecting this option means tendering the amount of Shares indicated in this section at the purchase price determined in the Offer by the Company, as detailed in Section 1 of the Schedule. Selecting this option.

¨  I hereby tender              shares at the purchase price to be determined by the Offer by the Company.

⁴ The Offeree should insert the maximum number of Shares in respect of which the notice is given, i.e. the full amount of Shares in the above securities deposit, or a smaller quantity, as the holder wishes.

⁵ Delete superfluous.

⁶ The Offeree should insert the number of Shares tendered by him next to the price at which such Shares are tendered. In the event you wish to tender parts of the Shares you posses at different prices, you should indicate next to each of the prices at which you are interested to tender your Shares, the amount of Shares you wish to tender in such price. Please note, the same Shares may not be tendered at different prices.

⁷ Will lead to increasing the chances that this acceptance notice will be accepted (with respect to the amount of Shares specified in this section only) (subject to the possibility of proportional acceptance in the event that the aggregate amount of Shares in respect of which acceptance notices have been delivered had exceeded the maximum amount of Shares the Company wishes to purchase in the Purchase Offer). Please note, that selecting this option could result in paying you a purchase price with respect to the amount of Shares indicated in this section at the minimum price determined by the Offer, i.e. US $ 3.50 per share.

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I hereby declare and undertake that the Shares are free of any lien, attachment, debt, pledge or any third party right on the date of giving this notice of acceptance, and that these Shares will be in that condition on the date of their transfer to the name of the Company according to the Schedule.

Please transfer the Purchase Price for the above Shares to my bank account no.             in the name of             , at Bank             , branch             (branch no.             ).

I am aware that a precondition for the purchase of the Shares by the Company and payment of their Purchase Price in accordance with the Schedule, is the correctness of this declaration.

Attached: 1. Share transfer deeds for the Shares; 2. Share certificate/s no./s             for the Shares; 3. A notarized copy of the notarized power of attorney (where relevant).

ID No. / Company number

Full name

Signature

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SHARE TRANSFER DEED

I/We the undersigned,             , I.D. No./Company No.             , of             Street no.             in             , in consideration of USD             which was paid to me/us by Jacada Ltd. (the “Transferee”), hereby transfer to the Transferee             ordinary shares par value NIS 0.01 each, in certificate/certificates no/s.             , of Jacada Ltd., to be held by the Transferee, its legal representatives and recipients of transfers from it, in accordance with all the terms and conditions by which I/we held then at the time of signing this note.

And I, the Transferee, agree to accept the above shares in accordance with those terms and conditions.

In witness whereof we have affixed our signatures in             on             , 2008

Signature of the Transferor/s Signature of the Transferee

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NOTICE OF TASE MEMBER

To: Jacada Ltd. (the “Company” and the “Offeror”)

Re: Ordinary Shares of Jacada Ltd.

I refer to the Schedule (offer to purchase) of the Company dated August 14, 2008, whereby the Company offered to purchase up to 4,000,000 ordinary shares par value NIS 0.01 of the Company (the “Schedule”).

Whereas we have received acceptance notices for the Offer included in the Schedule of unlisted holders with respect to an aggregate amount of             ordinary shares par value NIS 0.01 of the Company from their holders an owners (the “Acceptance Shares”) at the price/s indicate/s hereinafter, now therefore we hereby submit an acceptance notice of TASE Member as defined in Section 3 of the Schedule with respect to such Shares, and an undertaking to transfer such shares to the Offeror at the price/s indicate/s hereinafter:

(A) We received acceptance notices from unlisted holders who indicated the price/s indicate/s hereinafter:

We received acceptance notices to tender the amount of shares indicated above the at the price/s indicate/s hereinafter⁸:

	The price	The amount of shares tendered
a.	¨    $3.50
b.	¨    $3.60
c.	¨    $3.70
d.	¨    $3.80
e.	¨    $3.90
f.	¨    $4.00

(B) Tendering the Shares at the purchase price determined by the Offer⁹:

¨  We received acceptance notices from unlisted holders for tendering             shares to the Company at the purchase price to be determined by the Offer by the Company.

We hereby declare and undertake that the Shares are free of any lien, attachment, debt, pledge or any third party right on the date of giving this notice of acceptance, and that these Shares will be in that condition on the date of their transfer to the name of the Offeror according to the Schedule.

Please transfer the Purchase Price for the above Shares to our account at the TASE Clearing House.

⁸ The Offeree should insert the number of Shares tendered by him next to the price at which such Shares are tendered. In the event you wish to tender parts of the Shares you posses at different prices, you should indicate next to each of the prices at which you are interested to tender your Shares, the amount of Shares you wish to tender in such price. Please note, the same Shares may not be tendered at different prices.

⁹ Selecting this option means tendering the amount of Shares indicated in this section at the purchase price determined in the Offer by the Company, as detailed in Section 1 of the Schedule. Selecting this option Will lead to increasing the chances that this acceptance notice will be accepted (with respect to the amount of Shares specified in this section only) (subject to the possibility of proportional acceptance in the event that the aggregate amount of Shares in respect of which acceptance notices have been delivered had exceeded the maximum amount of Shares the Company wishes to purchase in the Purchase Offer). Please note, that selecting this option could result in paying you a purchase price with respect to the amount of Shares indicated in this section at the minimum price determined by the Offer, i.e. US $ 3.50 per share.

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We are aware that a precondition for the purchase of the Shares by the Company and payment of their Purchase Price in accordance with the Schedule, is the correctness of this declaration.

ID No. / Company number

Full name

Signature

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