Exhibit
10.4


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT is dated as of June 24, 2021 (the “Execution Date”), by and between American International
Holdings Corp., a Nevada corporation (the “Company”), and the Person identified as an investor on the signature page
hereto (together with its respective successors and assigns, the “Investor”).


 


WHEREAS,
the Company has agreed to provide certain registration rights to the Investor in order to induce the Investor to enter into that certain
Securities Purchase Agreement by and between the Company and the Investor dated as of June 24, 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.


 


“Investor”
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 introductory paragraph of this Agreement.


 


“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 Investor pursuant to the conversion of the Note and exercise of
the Warrants issued under the Purchase Agreement and any other shares of Common Stock subsequently acquired by the Investor, 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 Investor and all fees and disbursements of counsel for the Investor.


 


2.
Required Registration. Within 21 days after the Execution Date, 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. The failure to file the registration
statement required by the preceding sentence shall constitute an Event of Default under the Note.


 


3.
Piggyback Registration.


 


(a)
In addition to and not in limitation of the other registration rights of the Investor under this Agreement, each time the Company proposes
for any reason to register any of its Common Stock or other Company Securities 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 Investor and hereby irrevocably grants to the Investor the right to include its 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)
The Investor 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 the 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 Investor as part of the written notice given pursuant to Section 2(a), and any request under Section 2(b) must specify
that the 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 Investor 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 Investor proposes to distribute its shares of Registrable Securities
through such underwritten offering, then, the Investor agrees 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 Investor 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 Investor set forth in such registration statement;


 




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(c)
furnish to the Investor 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 the Investor may reasonably request,
in order to facilitate the public sale or other disposition of the Registrable Securities owned by the Investor;


 


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


 


(e)
notify the Investor 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 Investor 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 Investor 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. 


 


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 Investor 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 Investor for delays in the Investor 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).


 




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(b)
In consideration of the Company’s obligations under this Agreement, the Investor 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, the 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 the Investor, as applicable, furnishing to the Company in writing such information and documents regarding the Investor and the distribution
of the 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 the Investor promptly executing any representation letter
concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If the 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 the Investor’s Registrable Securities from the registration statement without incurring
any penalty or otherwise incurring liability to the Investor.


 


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


 


(e)
In connection with the sale of Registrable Securities, the Investor 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 the Investor, its Affiliates, and their respective Representatives, successors and assigns, from
and against any losses, claims, damages or liabilities, joint or several, to which the 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)
the 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 the 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 the 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 the Investor, its Affiliates, or their respective Representatives, successors or assigns including the failure
of the 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, the 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 the 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 the 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 the 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 the 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 the
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,
the 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 the Investor holds restricted securities (as that term is used in Rule 144) issued by the Company,
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 the 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 the Investor may reasonably request, and (iv) cooperate
with the Investor and respond as promptly as possible to any requests from the Investor in connection with Rule 144 transfers of restricted
securities, in each case to enable the 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 Wyoming. 


 


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 Execution Date.


 


	 	Company:
	 	 
	 	American
    International Holdings Corp. 
	 	 	                                    
	 	By:
	
	 	Name:
    	Jacob
    D. Cohen
	 	Title:
    	CEO


 




	 	Investor:
	 	
	 	 	 
	 	By:	                            
	 	Name: 	 
	 	Title: 	 



 


[Signature
Page to Registration Rights Agreement]