Exhibit
4.1


 


DESCRIPTION
OF SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF


THE
SECURITIES EXCHANGE ACT OF 1934


 


The
following summary describes the common stock of American International Holdings Corp., a Nevada corporation (“American
International” or the “Company”), which common stock is registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). Only the Company’s common stock is
registered under Section 12 of the Exchange Act.


 


DESCRIPTION
OF COMMON STOCK


 


The
following description of our common stock is a summary and is qualified in its entirety by reference to our Articles of Incorporation,
as amended and our Bylaws, as amended, which are incorporated by reference as exhibits to this Annual Report on Form 10-K, and
by applicable law. For purposes of this description, references to “American International,” “we,”
“our” and “us” refer only to American International and not to its subsidiaries.


 


Authorized
Capitalization


 


The
total number of authorized shares of our common stock is 195,000,000 shares, $0.0001 par value per share. The total number of
“blank check” authorized shares of our preferred stock is 5,000,000 shares, $0.0001 par value per share. We
have three designated shares of Series A Preferred Stock and 2 million authorized shares of Series B Convertible Preferred Stock.


 


The
terms of our preferred stock are not included herein as such preferred stock is not registered under Section 12 of the Exchange
Act.


 


Common
Stock


 


Voting
Rights. Each share of our common stock is entitled to one vote on all stockholder matters. Shares of our common stock
do not possess any cumulative voting rights.


 


Except
for the election of directors, if a quorum is present, an action on a matter is approved if it receives the affirmative vote of
the holders of a majority of the voting power of the shares of capital stock present in person or represented by proxy at the
meeting and entitled to vote on the matter, unless otherwise required by applicable law, Nevada law, our Articles of Incorporation,
as amended or Bylaws, as amended. The election of directors will be determined by a plurality of the votes cast in respect of
the shares present in person or represented by proxy at the meeting and entitled to vote, meaning that the nominees with the greatest
number of votes cast, even if less than a majority, will be elected. The rights, preferences and privileges of holders of common
stock are subject to, and may be impacted by, the rights of the holders of shares of any series of preferred stock that we have
designated, or may designate and issue in the future.


 


Dividend
Rights. Each share of our common stock is entitled to equal dividends and distributions per share with respect to the
common stock when, as and if declared by our Board of Directors, subject to any preferential or other rights of any outstanding
preferred stock.


 


Liquidation
and Dissolution Rights. Upon liquidation, dissolution or winding up, our common stock will be entitled to receive pro
rata on a share-for-share basis, the assets available for distribution to the stockholders after payment of liabilities and payment
of preferential and other amounts, if any, payable on any outstanding preferred stock.


 


Fully
Paid Status. All outstanding shares of the Company’s common stock are validly issued, fully paid and non-assessable.


 




    	 



     


    

 


Listing.
Our common stock is quoted on the OTC Pink Market maintained by OTC Market Group Inc. under the symbol “AMIH”.


 


Other
Matters. No holder of any shares of our common stock has a preemptive right to subscribe for any of our securities, nor
are any shares of our common stock subject to redemption or convertible into other securities.


 


Anti-Takeover
Provisions Under The Nevada Revised Statutes


 


Business
Combinations


 


Sections
78.411 to 78.444 of the Nevada revised statues (the “NRS”) prohibit a Nevada corporation from engaging in a
“combination” with an “interested stockholder” for three years following the date that such
person becomes an interested stockholder and place certain restrictions on such combinations even after the expiration of the
three-year period. With certain exceptions, an interested stockholder is a person or group that owns 10% or more of the corporation’s
outstanding voting power (including stock with respect to which the person has voting rights and any rights to acquire stock pursuant
to an option, warrant, agreement, arrangement, or understanding or upon the exercise of conversion or exchange rights) or is an
affiliate or associate of the corporation and was the owner of 10% or more of such voting stock at any time within the previous
three years.


 


A
Nevada corporation may elect not to be governed by Sections 78.411 to 78.444 by a provision in its articles of incorporation.
We do not have such a provision in our Articles of Incorporation, as amended, pursuant to which we have elected to opt out of
Sections 78.411 to 78.444; therefore, these sections do apply to us.


 


Control
Shares


 


Nevada
law also seeks to impede “unfriendly” corporate takeovers by providing in Sections 78.378 to 78.3793 of the
NRS that an “acquiring person” shall only obtain voting rights in the “control shares” purchased
by such person to the extent approved by the other stockholders at a meeting. With certain exceptions, an acquiring person is
one who acquires or offers to acquire a “controlling interest” in the corporation, defined as one-fifth or
more of the voting power. Control shares include not only shares acquired or offered to be acquired in connection with the acquisition
of a controlling interest, but also all shares acquired by the acquiring person within the preceding 90 days. The statute covers
not only the acquiring person but also any persons acting in association with the acquiring person.


 


A
Nevada corporation may elect to opt out of the provisions of Sections 78.378 to 78.3793 of the NRS. We have no provision in our
Articles of Incorporation pursuant to which we have elected to opt out of Sections 78.378 to 78.3793; therefore, these sections
do apply to us.


 


Removal
of Directors


 


Section
78.335 of the NRS provides that 2/3rds of the voting power of the issued and outstanding shares of the Company are required to
remove a Director from office. As such, it may be more difficult for stockholders to remove Directors due to the fact the NRS
requires greater than majority approval of the stockholders for such removal.