Optium (OPTM)

Procedures for Recommendation of Director Nominees by Stockholders

        The nominating and corporate governance committee will consider director nominee candidates who are recommended by our stockholders. Stockholders, in submitting recommendations to the nominating and corporate governance committee for director nominee candidates, shall follow the following procedures:

        The nominating and corporate governance committee must receive any such recommendation for nomination not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the date of the preceding year's annual meeting of stockholders.

        All recommendations for nomination must be in writing and include the following:

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Name and address of the stockholder making the recommendation, as they appear on our books and records, and of such record holder's beneficial owner;



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A representation that the stockholder is a record holder of the Company's securities, or if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act;



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Name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the proceeding five full fiscal years of the individual recommended for consideration as a director nominee;



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The total number of shares of our capital stock that will be voted for the director nominee by the stockholder making the recommendation;



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A description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for Board membership approved by the board of directors from time to time and set forth in the Company's Corporate Governance Guidelines;



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A description of all arrangements or understandings between the stockholder and the proposed director candidate;



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All other information relating to the recommended candidate that would be required to be disclosed in solicitations of proxies for the election of directors or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including the recommended candidate's written consent to being named in the proxy statement as a nominee and to serving as a director if approved by the board of directors and elected; and



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A written statement from the stockholder making the recommendation stating why such recommended candidate meets our criteria and would be able to fulfill the duties of a director.

        Nominations must be sent to the attention of our secretary by U.S. mail (including courier or expedited delivery service) to:

Optium Corporation
200 Precision Road
Horsham, Pennsylvania 19044
Attn: Secretary of Optium Corporation

or by facsimile at (267) 803-1687, Attention: Secretary of Optium Corporation.

        Our secretary will promptly forward any such nominations to the nominating and corporate governance committee. Once the nominating and corporate governance committee receives the nomination of a candidate and the candidate has complied with the minimum procedural requirements

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above, such candidacy will be evaluated and a recommendation with respect to such candidate will be delivered to the board of directors.