On January 28, February 1, February 4, February 8 and February 11, 2016, OmniComm Systems, Inc. (the “Registrant”) entered into separate agreements with certain holders (“Holders”) of the Registrant’s 5% Series A Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), pursuant to which the Registrant and each such Holder agreed to exchange the Holder’s Series A Preferred Stock and waive all accrued and unpaid dividends on the Series A Preferred Stock accrued through to the effective date of the agreement, for shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”). In the aggregate, the Registrant issued 6,983,520 shares of Common Stock (approximately 5.4% of the Registrant’s outstanding shares of Common Stock as of February 11, 2016 giving effect to the issuance, as previously reported in the Registrant’s Form 8-K filed November 20, 2015, of 37,023,517 shares of Common Stock prior to the date hereof, but not giving effect to the issuance, as previously reported in the Registrant’s Form 8-K filed January 27, 2016, of 7,643,376 shares of Common Stock prior to the date hereof) in exchange for 1,745,880 shares of Series A Preferred Stock and approximately $1,120,488 of accrued and unpaid dividends on the Series A Preferred Stock. The shares of Common Stock were issued in reliance upon the exemption set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, for securities exchanged by the issuer and an existing security holder where no commission or other remuneration is paid or given directly or indirectly by the issuer for soliciting such exchange.

As of February 11, 2016, and including those agreements previously reported in the Registrant’s Form 8-K filed January 27, 2016, the Registrant has entered into agreements with respect to exchanges of shares of Series A Preferred Stock (and waiving all accrued and unpaid dividends on the Series A Preferred Stock) for an aggregate of approximately 14,626,896 shares of Common Stock.