THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Opteum Inc. (OPX)

3/15/2006 Proxy Information

Buford Ortale, one of the Company's directors, was previously a Managing Director in the Investment Banking Group at Avondale Partners, LLC, one of the placement agents for the Company's private placement that it completed in January 2004. Mr. Ortale now has a continuing affiliation with Avondale pursuant to which he receives indirect compensation from investment banking fees earned by Avondale on transactions referred to Avondale by Mr. Ortale. Mr. Ortale was compensated by Avondale for referring the Company to Avondale in an amount equal to $360,000.

For the year ended December 31, 2005, the Company's outside directors elected to receive 100% of their directors' compensation in shares of the Company's Class A Common Stock. Accordingly, Ms. Hendricks and Messrs. Bespolka, Mortenson, Ortale and Kaplan received total consideration of $357,843 as compensation for their services as directors during 2005 through the issuance of a total of 26,580 shares of the Company's Class A Common Stock. The Company's Class A Common Stock was valued at $15.42 per share for the issuance on January 8, 2005, $13.63 per share for the issuance on April 20, 2005, $14.08 per share for the issuance on July 25, 2005, $10.08 per share for the issuance on October 28, 2005, and 1,220 per share for the issuance on November 7, 2005.

As part of the merger with OFS, the Company entered into various agreements with Messrs. Norden and Mr. Kaplan and other persons who are now employees of OFS and owners of the Company's stock. Some of the 1,800,000 shares of the Company's Class A Preferred issued to stockholders of OFS in the merger were issued to Mr. Kaplan, a director of the Company, and to Mr. Norden, a director and Senior Executive Vice President of the Company, and the President and Chief Executive Officer of OFS. Mr. Kaplan owns 96,844 shares of Class A Preferred and Mr. Norden owns 328,192 shares of Class A Preferred, all of which would be converted or convertible if the Conversion Proposals are approved. Pursuant to the Merger Agreement, the Company registered the 1,800,000 shares of Class A Common Stock issuable upon conversion of 1,800,000 shares of Class A Preferred.

In addition, part of the Earn-Out that may be payable partly in cash and partly in shares of Class B Preferred, if payable, will also be due to Mr. Norden and Mr. Kaplan. Pursuant to a letter agreement between OFS and the Company, the Company agreed to use its commercially reasonable efforts to register such shares either as soon as reasonably practicable after each issuance or after the initial or any subsequent issuances.

Pursuant to a letter dated November 2, 2006 from the Company to Mr. Norden, the Alyssa Blake Norden Trust of 1993, the Michael Jared Norden Trust of 1993 and the Amy Suzanne Trust of 1993, and based on representations from such persons, the Company increased the ownership limit for the foregoing stockholders to ensure that they would be able to acquire and own the shares of Company Class A Common Stock and Class A Preferred issued to them in connection with the Company's acquisition of OFS. The Company also agreed to monitor its outstanding share ownership, including the extent to which it repurchases its stock, and to use its best efforts to enable the foregoing stockholders to be able to acquire and own any additional Company shares issuable to them in connection with the Company's acquisition of OFS, as well as any Company shares issuable to Mr. Norden pursuant to any present or future employment or other compensation agreement between the Company and Mr. Norden, in each case, with respect to the Company's ownership limits.

The Company's directors and officers are parties to a voting agreement executed in connection with the merger of OFS. See a description of this agreement under "Proposal No. 3."

In addition, on November 3, 2005, the Company paid all principal and accrued interest then due and payable by OFS to Citigroup and certain former owners of OFS, in consideration of a loan by the Company to OFS. The loans consisted of amounts due under (i) a credit agreement, dated as of March 22, 2005, among OFS, Citigroup Global Markets Realty Corp., as administrative agent and collateral agent, and various lenders, (ii) demand promissory notes, each dated August 1, 2005, held by certain former owners of OFS, including Mr. Norden, in the aggregate principal amount of $10,833,000 and (iii) non-negotiable subordinated promissory notes, each dated August 1, 2005, held by certain former owners of OFS, including Mr. Norden, in the aggregate principal amount of $7,500,000.

2/11/2005 Proxy Information

Buford Ortale, one of the Company's directors, was previously a Managing Director in the Investment Banking Group at Avondale Partners, LLC, one of the placement agents for the Company's private placement that it completed in January 2004. Mr. Ortale now has a continuing affiliation with Avondale pursuant to which he receives compensation from investment banking fees earned by Avondale on transactions referred to Avondale by Mr. Ortale. Mr. Ortale was compensated by Avondale for referring the Company to Avondale in an amount equal to $360,000.

As of December 31, 2004, the Company's outside directors have elected to receive 100% of their directors' compensation in shares of the Company's Class A Common Stock. Accordingly, Kevin L. Bespolka, Maureen A. Hendricks, W. Christopher Mortenson and Buford H. Ortale received total consideration in 2004 of $174,386 as compensation for their services as directors through the issuance of a total of 11,415 shares of the Company's Class A Common Stock. The Company's Class A Common Stock was valued at $15.00 per share for the issuances on January 15, 2004, on April 15, 2004, on May 27, 2004 and on July 15, 2004 and at $15.97 per share for the issuance on November 8, 2004.