Exhibit
10.6


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of January 6, 2021, by and among American International
Holdings Corp. (the “Company”), and each Person defined on the signature pages hereto (together with their respective
successors and assigns, each an “Investor” and collectively, the “Investors”).


 


WHEREAS,
the Company has agreed to provide certain registration rights to the Investors in order to induce the Investors to enter into
that certain Securities Purchase Agreement by and among the Company and the Investors dated as of January 6, 2021 (the “Purchase
Agreement”).


 


Now,
therefore, in consideration of the mutual promises and the covenants as set forth herein, the parties hereto hereby agree as follows:


 


1.
Definitions. Unless the context otherwise requires, capitalized terms used herein without definition and defined
in the Purchase Agreement are used herein as defined therein. Notwithstanding the foregoing, as used herein the capitalized words
and terms defined in this Section 1 shall have the meanings herein specified for all purposes of this Agreement, applicable to
both the singular and plural forms of any of the terms herein defined:


 


“Agreement”
means this Registration Rights Agreement, as the same may be amended, modified or supplemented in accordance with the terms hereof.


 


“Board”
means the Board of Directors of the Company.


 


“Common
Stock” means the Company’s authorized common stock, as constituted on the date of this Agreement, any stock into which
such Common Stock may thereafter be changed and any stock of the Company of any other class, which is not preferred as to dividends
or assets over any other class of stock of the Company and which is not subject to redemption, issued to the holders of shares
of such Common Stock upon any re-classification thereof.


 


“Company”
has the meaning assigned to it in the introductory paragraph of this Agreement.


 


“Company
Securities” means any securities proposed to be sold by the Company for its own account in a registered public offering.


 


“Exchange
Act” means the Securities Exchange Act of 1934 (or successor statute).


 


“Excluded
Forms” means registration statements under the Securities Act on Forms S-4 and S-8 or any successors thereto and any form
used in connection with an initial public offering of securities.


 


“Investors”
has the meaning assigned to it in the introductory paragraph of this Agreement.


 


“Person”
includes any natural person, corporation, trust, association, company, partnership, joint venture, limited liability company and
other entity and any government, governmental agency, instrumentality or political subdivision.


 




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“Purchase
Agreement” has the meaning assigned to it in the Recitals of this Agreement.


 


The
terms “register” “registered” and “registration” refer to a registration effected by preparing
and filing a registration statement on other than any of the Excluded Forms in compliance with the Securities Act, and the declaration
or ordering of the effectiveness of such registration statement.


 


“Registrable
Securities” means (i) the Common Stock to be acquired by the Investors pursuant to the conversion of the Notes and exercise
of the Warrants and any other shares of Common Stock subsequently acquired by the Investors, and (ii) any securities of the Company
issued with respect to such Common Stock by way of any stock dividend or stock split or in connection with any merger, combination,
recapitalization, share exchange, consolidation, reorganization or other similar transaction.


 


“Representatives”
means all shareholders, officers, directors, members, managers, partners, employees and agents.


 


“Rule
144” has the meaning assigned to it in Section 8 of this Agreement.


 


“SEC”
means the Securities and Exchange Commission or any other governmental body at the time administering the Securities Act.


 


“Securities
Act” means the Securities Act of 1933 (or successor statute).


 


“Selling
Expenses” means all selling commissions, finder’s fees and stock transfer taxes applicable to the Registrable Securities
registered by the Investors and all fees and disbursements of counsel for the Investors.


 


2.
Required Registration. Within 21 days after the First Tranche Closing, the Company shall file with the SEC a registration
statement on Form S-1 or a successor form covering the public offering and sale of all of the Registrable Securities.


 


3.
Piggyback Registration.


 


(a)
In addition to and not in limitation of the other registration rights of the Investors under this Agreement, each time the Company
proposes for any reason to register any of its Common Stock under the Securities Act in connection with the proposed offer and
sale of its Common Stock for money for its own account and/or for stockholders of the Company for their accounts (the “Proposed
Registration”), other than pursuant to a registration statement on Excluded Forms, the Company shall promptly give written
notice of such Proposed Registration to the Investors and shall offer the Investors the right to request inclusion of their Registrable
Securities in the Proposed Registration. Such notice shall describe the amount and type of securities to be included in the Proposed
Registration, the intended method(s) of distribution and the name of the proposed managing underwriters, if any.


 




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(b)
Each of the Investors shall have 30 days from the receipt of such notice to deliver to the Company a written request specifying
the number of shares of the Registrable Securities such Investor intends to sell in the Proposed Registration and the Investor’s
intended method of disposition.


 


(c)
In the event that the Proposed Registration by the Company is, in whole or in part, an underwritten public offering, the Company
shall so advise the Investors as part of the written notice given pursuant to Section 2(a), and any request under Section 2(b)
must specify that each Investor’s Registrable Securities be included in the underwriting on the same terms and conditions
as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration.


 


(d)
Upon receipt of a written request pursuant to Section 2(b), the Company shall promptly cause all such shares of Registrable Securities
held by the Investors to be registered under the Securities Act (and included in any related qualifications under blue sky laws
or other compliance), to the extent required to permit sale or disposition as set forth in the Proposed Registration.


 


(e)
In the event that the offering is to be an underwritten offering, if the Investors propose to distribute their shares of Registrable
Securities through such underwritten offering, then, the Investors agree to enter into an underwriting agreement with the underwriter
or underwriters selected for such underwriting by the Company, provided that such underwriting agreement contains customary terms
and provisions and all other holders proposing to sell shares of Common Stock in the Proposed Registration enter into a substantially
similar underwriting agreement with such underwriter(s).


 


4.
Obligations of the Company. If and whenever the Company is required by the provisions hereof to effect or cause
the registration of any Registrable Securities under the Securities Act as provided herein, the Company shall:


 


(a)
use commercially reasonable efforts to prepare and file with the SEC a registration statement with respect to such Registrable
Securities and use commercially reasonable efforts to cause such registration statement to become effective (and to remain effective
(provided that before filing a registration statement or any amendment or supplement thereto, the Company will furnish to the
Investors copies of the documents proposed to be filed));


 


(b)
use commercially reasonable efforts to prepare and file with the SEC such amendments to such registration statement (including
post-effective amendments) and supplements to the prospectus included therein as may be necessary to keep such registration statement
effective, subject to the qualifications in Section 4(a), and to comply with the provisions of the Securities Act with respect
to the sale or other disposition of all Registrable Securities covered by such registration statement during such period in accordance
with the intended methods of disposition by the Investors set forth in such registration statement;


 




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(c)
furnish to the Investors such number of copies of such registration statement and of each such amendment and supplement thereto
(in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including
each preliminary prospectus), in conformity with the requirements of the Securities Act, and such other documents, as each Investor
may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities owned by the
Investors;


 


(d)
use all commercially reasonable efforts to make such filings under the securities or blue sky laws of such jurisdictions as the
Investors may reasonably request to enable each Investor to consummate the sale in such state or jurisdiction of the Registrable
Securities owned by such Investor;


 


(e)
notify the Investors at any time when a prospectus relating to their Registrable Securities is required to be delivered under
the Securities Act, of the Company’s becoming aware that the prospectus included in the related registration statement,
as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare and
furnish to the Investors a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered
to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing;


 


(f)
otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and to perform its
obligations hereunder;


 


(g)
use commercially reasonable efforts to cause the Registrable Securities to be quoted on each trading market and/or in each quotation
service on which the Common Stock of the Company is then quoted;


 


(h)
provide a transfer agent for all Registrable Securities and promptly pay all fees and costs of the transfer agent;


 


(i)
provide a CUSIP number for all Registrable Securities, in each case not later than the effective date of the applicable registration
statement; and


 


(j)
notify the Investors of any stop order threatened or issued by the SEC and take all actions reasonably necessary to prevent the
entry of such stop order or to remove it if entered.


 




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5.
Other Procedures.


 


(a)
Subject to the remaining provisions of this Section 5(a) and the Company’s general obligation to use commercially reasonable
efforts under Section 4, the Company shall be required to maintain the effectiveness of a registration statement until the earlier
of (i) the sale of all Registrable Securities, or (ii) when all Registrable Securities held by the Investors are eligible to be
sold without volume limits or other limitations under Rule 144 (or successor rules). Provided, however, if the Company was ever
a shell issuer as defined by Rule 144, the Company shall maintain the effectiveness of the registration statement for a period
of two years from the date of this Agreement. The Company shall have no liability to the Investors for delays in the Investors
being able to sell the Registrable Securities as long as the Company uses commercially reasonable efforts to file a registration
statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus
contained in a registration statement (including any amendment or post effective amendments).


 


(b)
In consideration of the Company’s obligations under this Agreement, the Investors agree that, upon receipt of any notice
from the Company of the happening of any event of the kind described in Section 4(e) herein, each Investor shall forthwith discontinue
his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s
receipt of the copies of the supplemented or amended prospectus contemplated by said Section 4(e) and, if so directed by the Company,
shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s
possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice.


 


(c)
The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be
subject to each Investor, as applicable, furnishing to the Company in writing such information and documents regarding such Investor
and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration
statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky
laws of the jurisdiction referred to in Section 4(d) herein. The Company’s obligations are also subject to each Investor
promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor
rule or regulation). If any Investor fails to provide all of the information required by this Section 5(c), the Company shall
have no obligation to include his Registrable Securities in a registration statement or it may withdraw such Investor’s
Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to such
Investor.


 


(d)
If any such registration or comparable statement refers to an Investor by name or otherwise as a stockholder of the Company, but
such reference to such Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each
Investor shall have the right to require the deletion of the reference to such Investor, as may be applicable.


 


(e)
In connection with the sale of Registrable Securities, the Investors shall deliver to each purchaser a copy of any necessary prospectus
and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.


 


6.
Registration Expenses. In
connection with any registration of Registrable Securities pursuant to Sections 2 or 3, the Company shall, whether or not any
such registration shall become effective, from time to time, pay all expenses (other than Selling Expenses) incident to its performance
of or compliance, including, without limitation, all registration, and filing fees, fees and expenses of compliance with securities
or blue sky laws, word processing, printing and copying expenses, messenger and delivery expenses, fees and disbursements of counsel
for the Company and all independent public accountants and other Persons retained by the Company.


 




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7.
Indemnification.


 


(a)
In the event of any registration of any shares of Common Stock under the Securities Act pursuant to this Agreement, the Company
shall indemnify, defend and hold harmless each Investor, its Affiliates, and their respective Representatives, successors and
assigns, from and against any losses, claims, damages or liabilities, joint or several, to which each Investor, its Affiliates,
and their respective Representatives, successors and assigns may become subject under the Securities Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities
were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or
supplement thereto, or any document incident to registration or qualification of any Registrable Securities pursuant to Section
4(d) herein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading, or any violation by the Company
of the Securities Act, the Exchange Act, or state securities or blue sky laws or relating to action or inaction required of the
Company in connection with such registration or qualification under the Securities Act or such state securities or blue sky laws.
If the Company fails to defend the Investor, its Affiliates, and their respective Representatives, successors and assigns, as
applicable, as required by Section 7(c) herein, it shall reimburse (after receipt of appropriate documentation) each Investor,
its Affiliates, and their respective Representatives, successors and assigns for any legal or any other out-of-pocket expenses
reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company shall not be liable to an Investor, its Affiliates, or their respective Representatives,
successors or assigns in any such case to the extent that any such loss, claim, damage or liability arises out of or is based
upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement,
said preliminary prospectus, said prospectus, or said amendment or supplement or any document incident to registration or qualification
of any Registrable Securities pursuant to Section 4(d) hereof in reliance upon and in conformity with written information furnished
to the Company by such Investor, its Affiliates, or their respective Representatives, successors or assigns specifically for use
in the preparation thereof or (ii) any act or failure to act of such Investor, its Affiliates, or their respective Representatives,
successors or assigns including the failure of an Investor to deliver a prospectus as required by Section 6(e) of the Securities
Act.


 


(b)
In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Investor
shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section
7(a)) the Company, each director of the Company, each officer of the Company who signs such registration statement, the Company’s
attorneys and auditors and any Person who controls the Company within the meaning of the Securities Act, from and against any
loss, claim, damage or liability that arises out of or is based upon any untrue statement or omission from such registration statement,
any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if and to the extent
that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company
by such Investor specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus
or amendment or supplement.


 




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(c)
Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section
7(a) or (b), such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice
to such indemnifying party of the commencement of such action. The indemnifying party shall be relieved of its obligations under
this Section 7(c) if and to the extent that the indemnified party delays in giving notice and the indemnifying party is damaged
or prejudiced by the delay. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled
to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent
that it may wish, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party
to such indemnified party of its election so as to assume the defense thereof, the indemnifying party shall be responsible for
any legal or other expenses subsequently incurred by the indemnifying party in connection with the defense thereof, provided,
however, that, if counsel for an indemnified party shall have reasonably concluded that there is an actual or potential conflict
of interest between the indemnified party and the indemnifying party, the indemnifying party shall not have the right to assume
the defense of such action on behalf of such indemnified party, and such indemnifying party shall reimburse such indemnified party
for the fees and expenses of counsel retained by the indemnified party which are reasonably related to the matters covered by
the indemnity agreement provided in this Section 7; provided, however, that in no event shall any indemnification by an
Investor under this Section 7 exceed the net proceeds from the sale of Registrable Securities received by the Investor. No indemnified
party shall make any settlement of any claims indemnified against hereunder without the written consent of the indemnifying party,
which consent shall not be unreasonably withheld. In the event that any indemnifying party enters into any settlement without
the written consent of the indemnified party, the indemnifying party shall not consent to entry of any judgment or enter into
any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff of a release of
such indemnified party from all liability in respect to such claim or litigation.


 


(d)
In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which (i) any
indemnified party makes a claim for indemnification pursuant to this Section 7, but it is judicially determined (by the entry
of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 7 provides
for indemnification in such case, or (ii) contribution under the Securities Act may be required in circumstances for which indemnification
is provided under this Section 7; then, in each such case, the Company and such Investor shall contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject as is appropriate to reflect the relative fault of the Company and
such Investor in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, it
being understood that the parties acknowledge that the overriding equitable consideration to be given effect in connection with
this provision is the ability of one party or the other to correct the statement or omission (or avoid the conduct or take an
act) which resulted in such losses, claims, damages or liabilities, and that it would not be just and equitable if contribution
pursuant hereto were to be determined by pro-rata allocation or by any other method of allocation which does not take into consideration
the foregoing equitable considerations. Notwithstanding the foregoing, (i) no such Investor shall be required to contribute any
amount in excess of the net proceeds to him of all Registrable Securities sold by him pursuant to such registration statement,
and (ii) no Person who is guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall
be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.


 




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(e)
Notwithstanding any of the foregoing, if, in connection with an underwritten public offering of the Registrable Securities, the
Company, any Investor and the underwriters enter into an underwriting agreement relating to such offering which contains provisions
covering indemnification among the parties, then the indemnification provision of this Section 7 shall be deemed inoperative for
purposes of such offering.


 


8.
Rule 144. As long as an Investor holds restricted securities (as that term is used in Rule 144), the Company covenants
that it will (i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times,
(ii) file in a timely manner the reports and other documents required to be filed under the Securities Act or the Exchange Act
and the rules and regulations adopted by the SEC thereunder, (iii) furnish to each Investor promptly upon request (x) a written
statement by the Company as to its compliance with the reporting requirements of Rule 144 and the Exchange Act, (y) a copy of
the most recent annual or quarterly report of the Company, and (z) such other information as an Investor may reasonably request,
and (iv) cooperate with each Investor and respond as promptly as possible to any requests from such Investor in connection with
Rule 144 transfers of restricted securities, in each case to enable such Investor to sell his Registrable Securities without registration
under the Securities Act within the limitation of the exemption provided by (a) Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC (collectively, “Rule
144”). Provided, however, nothing contained in this Section 8 or elsewhere in this Agreement shall prevent the Company from
consummating a transaction in which another entity acquires it through a merger or similar transaction.


 


9.
Severability. In the event any parts of this Agreement are found to be illegal, unenforceable or void, the remaining
provisions of this Agreement shall nevertheless be binding with the same effect as though the illegal, unenforceable or void parts
were deleted.


 


10.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile
signature.


 


11.
Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives,
successors and assigns.


 


12.
Notices and Addresses. All notices, approvals, requests, demands and other communications hereunder shall be delivered
or made in the manner set forth in, and shall be effective in accordance with the terms of, the Purchase Agreement.


 




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13.
Attorneys’ Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement,
or to the interpretation, breach or enforcement thereof, and any action or proceeding relating to this Agreement is filed, the
prevailing party shall be entitled to an award by the court of reasonable attorneys’ fees, costs and expenses.


 


14.
Entire Agreement; Oral Evidence. This Agreement constitutes the entire Agreement between the parties and supersedes
all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement
nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the
party or parties against which enforcement of the change, waiver discharge or termination is sought.


 


15.
Additional Documents. The parties hereto shall execute such additional instruments as may be reasonably required
by their counsel in order to carry out the purpose and intent of this Agreement and to fulfill the obligations of the parties
hereunder.


 


16.
Governing Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising
hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed or
interpreted according to the internal laws of the State of New York.


 


17.
Section or Paragraph Headings. Section headings herein have been inserted for reference only and shall not be deemed
to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this
Agreement.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed personally or by a duly authorized representative
thereof as of the day and year first above written.


 


	 	Company:
	 	 	 
	 	American
    International Holdings Corp.
	 	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Investors: 
	 	 	       
	 	[                         ]
	 	 	 
	 	By:
    	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[___________]
	 	 	 
	 	By:
    	 
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Registration Rights Agreement]