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REVOCABLE PROXY
HEALTHAXIS.COM, INC.
Annual Meeting of Stockholders - ________________, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HEALTHAXIS
The undersigned hereby constitutes and appoints Michael Ashker and
Anthony Verdi and each of them, as attorneys-in-fact and proxies of the
undersigned, with full power of substitution for and in the name, place and
stead of the undersigned to appear at the annual meeting of stockholders of
HealthAxis.com, Inc. ("HealthAxis"), to be held on ________________, 2000, and
at any postponement or adjournment thereof, and to vote all of the shares of
common or preferred stock of HealthAxis which the undersigned is entitled to
vote, with all the powers and authority the undersigned would possess if
personally present. The undersigned directs this proxy to vote as indicated on
the reverse side of this proxy card:
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED. IF NO
INSTRUCTIONS TO THE CONTRARY ARE INDICATED, THE PERSONS NAMED HEREIN INTEND TO
VOTE FOR THE ELECTION OF THE NOMINEES AND FOR THE PROPOSALS DESCRIBED IN THE
JOINT PROXY STATEMENT/PROSPECTUS. IF ANY OTHER BUSINESS IS PRESENTED AT THE
MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST
JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE MEETING.
THE PROXY AGENTS PRESENT AND ACTING IN PERSON OR BY THEIR SUBSTITUTES (OR, IF
ONLY ONE IS PRESENT AND ACTING, THEN THAT ONE) MAY EXERCISE ALL THE POWERS
CONFERRED BY THIS PROXY. DISCRETIONARY AUTHORITY IS CONFERRED BY THIS PROXY AS
TO CERTAIN MATTERS DESCRIBED IN THE COMPANY'S PROXY STATEMENT.
(Continued and to be signed on reverse side)
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Please mark your votes as in this example.
The Board of Directors recommends a VOTE "FOR" the election of the
nominees listed below, Item 2 and Item 3.
I. The election as directors of the following nominees for the term of
one year:
MICHAEL ASHKER EDWARD W. LEBARON, JR.
ALVIN H. CLEMENS GREGORY T. MUTZ
HENRY G. HAGER JAMES W. McLANE
PATRICK J. McLAUGHLIN DENNIS B. MALONEY
/ / FOR / / VOTE WITHHELD
To withhold authority to vote for an individual nominee, write that
nominee's name on the space provided below.
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II. To adopt the amended and restated agreement and plan of reorganization and
the amended and restated agreement and plan of merger, each dated as of
October 26, 2000 among HealthAxis Inc. (formerly Provident American
Corporation) HealthAxis and HealthAxis Acquisition Corp., a wholly owned
subsidiary of HealthAxis Inc., and to approve the merger and other
transactions described in the merger agreements ("Item 2");
/ / FOR / / AGAINST / / ABSTAIN
III. To act upon the adjournment of the annual meeting, if necessary, to permit
further solicitation of proxies in the event there are not sufficient votes
at the time of the annual meeting to approve the agreement and plan of
reorganization and the agreement and plan of merger ("Item 3");
/ / FOR / / AGAINST / / ABSTAIN
IV. In their discretion, the proxies are authorized to vote on any other
business as may properly come before the annual meeting or any adjournment
or postponement thereof.
Should the undersigned be present and choose to vote at the annual
meeting or at any adjournments or postponements thereof, and after notification
to the Secretary of HealthAxis at the annual meeting of the stockholder's
decision to terminate this proxy, then the power of such attorneys or proxies
shall be terminated and shall have no force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary or by duly
executing a proxy bearing a later date.
The undersigned hereby acknowledges receipt of Notice of HealthAxis'
Annual Meeting and the joint proxy statement /prospectus.
PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE
PAID ENVELOPE.
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_________________________________ _________________________________ DATE:__________________________, 2000
Signature(s) (Please date this proxy.)
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NOTE: It would be helpful if you signed your name exactly as it appears on
your stock certificate(s), indicating any official position or
representative capacity. If shares are registered in more than one
name, all owners should sign.
Please date, sign and mail your
proxy card back as soon as possible.
