Jacob D. Cohen - 06 May 2022 Form 4 Insider Report for AMERICAN INTERNATIONAL HOLDINGS CORP.

Footnote F1

Issued as a one-time bonus for services as an officer of the Company. Full vested upon issuance. Exempt under Rule 16b-3.

Footnote F2

On May 6, 2022, the Issuer filed a Second Amended and Restated Certificate of Designations of its Series A Convertible Preferred Stock (the "Restated Designation"). Upon the filing and effectiveness of the Restated Designation with the Secretary of State of the State of Nevada, each outstanding share of Series A Preferred Stock of the Company was automatically split, reclassified and converted into 1,000,000 shares of Series A Preferred Stock having the rights and privileges described in the Restated Designation. The Series A Preferred Stock (a) was also subject to a 1,000,000-for-1 forward stock split; and (b) amended to have a conversion right, changing such preferred stock from a non-derivative security, to a derivative security.

Footnote F3

The Series A Preferred Stock may be converted into a number of shares of common stock of the Issuer equal to the holder's pro rata share of all Series A Preferred Stock then issued and outstanding, multiplied by (i) 60%, minus the aggregate percentage of the Issuer's outstanding common stock previously converted by holders of the Series A Preferred Stock, through such applicable date (currently zero), multiplied by (ii) the outstanding shares of Issuer common immediately after such conversion, divided by (iii) the total number of shares of Series A Preferred Stock then outstanding.

Footnote F4

Represents 100% of the outstanding shares of Series A Preferred Stock of the Issuer.

Footnote F5

The Series A Preferred Stock has no expiration date.

Footnote F6

No individual conversion by any individual holder of Series A Preferred Stock may be in an amount greater than 9.99% of the outstanding common stock of the Issuer on the date on which the holder delivers notice of such conversion to the Issuer.

Footnote F7

On February 15, 2023, the Issuer and Jacob D. Cohen, entered into an Exchange Agreement (the "Exchange Agreement"), pursuant to which Mr. Cohen exchanged all 1,000,000 shares of the Series A Preferred Stock of the Issuer which he held with the Issuer for (a) all of the issued and outstanding membership interests held by the Issuer in Epiq Scripts, LLC; (b) all cash payments paid to the Issuer in the future as a Royalty Payment (as defined in the Royalty Agreement (defined below)) pursuant to that certain Royalty Agreement dated June 30, 2022, by and between Epiq MD, Inc. and the Issuer; (c) all proceeds that the Issuer receives from any sale of the equity of ZipDoctor, Inc.; and (d) the rights to all debt owed to the Issuer from Epiq Scripts, in the amount of approximately $850,000.