EX-4.1



 EXHIBIT 4.1 

AMENDMENT NO. 2 TO 

RIGHTS AGREEMENT 
 This
Amendment No. 2 to Rights Agreement (this “Amendment”) is entered into as of March 5, 2018, by and between Gentherm Incorporated (f/k/a Amerigon Incorporated), a Michigan corporation (the “Company”), and
Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). 

WITNESSETH: 

WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement,
dated as of January 26, 2009, as amended on March 30, 2011 (the “Agreement”); and 

WHEREAS, pursuant to Section 26 of the Agreement, the Company and the Rights Agent may from time to time supplement
or amend the Agreement, subject to the terms of the Agreement; and 
 WHEREAS, the Board of Directors of the Company
has determined that an amendment to the Agreement as set forth herein is necessary and desirable and the Company and the Rights Agent desire to evidence such amendment in writing. 

NOW, THEREFORE, in consideration of these premises and mutual agreements set
forth herein, the parties hereto agree as follows: 
 1.    Capitalized terms used but not otherwise defined herein
shall have the meanings as specified in the Agreement. 
 2.    Amendments. 

(a)    The definition of the term “Final Expiration Date” in Section 7.1 of the Agreement is hereby amended
by replacing “the close of business on January 26, 2019” with “5:00 P.M. (Detroit time) on March 5, 2018”. 

(b)    The Form of Right Certificate attached to the Agreement as Exhibit B is hereby amended by replacing
references to “January 26, 2019” with “5:00 P.M. (Detroit time) on March 5, 2018”. 

(c)    The definition of the term “Final Expiration Date” in the Summary of Rights attached to the Agreement as
Exhibit C is hereby amended by replacing “January 26, 2019” with “5:00 P.M. (Detroit time) on March 5, 2018”. 

3.    The Agreement, as supplemented and/or modified by this Amendment, which such Amendment shall be deemed effective as
of the date first written above, as if executed on such date, together with the other writings referred to in the Agreement or delivered pursuant thereto which form a part thereof, contains the entire agreement among the parties thereto with respect
to the subject matter thereof and amends, restates and supersedes all prior and contemporaneous arrangements or understandings with respect thereto. 

  
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 4.    Upon the effectiveness of this Amendment, on and after the date hereof,
each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import, shall mean and be a reference to the Agreement, as amended hereby. Except as specifically amended above, the Agreement
shall remain in full force and effect and is hereby ratified and confirmed. 
 5.    This Amendment shall be governed by
the laws of the State of Michigan applicable to contracts to be made and to be performed entirely within such State, except that the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts. 
 6.    This Amendment may be executed in any number of counterparts, and each such
counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect and
enforceability as an original signature. 
 (Signatures on following page) 

  
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 IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, all as of the day and
year first above written. 
  

			
	GENTHERM INCORPORATED
		
	By:	 	 /s/ Kenneth J. Phillips

	Name:	 	Kenneth J. Phillips
	Title:	 	Vice-President
	
	COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent
		
	By:	 	 /s/ Megan Roe

	Name:	 	Megan Roe
	Title:	 	VP Client Services


  
 Signature Page to
Amendment No. 2 to Rights Agreement