First Amendment to Rights Agreement



 Exhibit 4.1 
 AMENDMENT NO. 1 TO RIGHTS AGREEMENT 
 This Amendment No. 1,
dated as of June 8, 2012 (this “Amendment”), by and between InfuSystem Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Shareowner Services LLC (f/k/a Mellon Investor Services, LLC), a
New Jersey limited liability company (the “Rights Agent”), amends that certain Rights Agreement, dated as of November 12, 2010 (the “Rights Agreement”), by and between the Company and the Rights Agent.
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Rights Agreement. 

RECITALS 
 A. Section 27 of the Rights Agreement provides that, prior to the Distribution Date and subject to the final sentence of Section 27 of the Rights Agreement, the Company may, and the Rights Agent
shall if the Company so directs, supplement or amend any provision of the Rights Agreement without the approval of any holders of Rights Certificates. 
 B. The Board of Directors of the Company has determined that it is necessary, desirable and in the best interest of the Company and its stockholders to amend the Rights Agreement as set forth in this
Amendment. 
 C. A Distribution Date has not occurred, and pursuant to the terms of the Rights Agreement and in accordance with
the terms of Section 27 of the Rights Agreement, the Company has directed that the Rights Agreement be amended as set forth in this Amendment, and by its execution and delivery of this Amendment directs that the Rights Agent execute this
Amendment. 
 AGREEMENT 
 NOW THEREFORE, the Rights Agreement is hereby amended as follows: 
 1. The
definition of “Final Expiration Date” in Section 1 of the Rights Agreement is hereby amended and restated in its entirety as follows: 
 “Final Expiration Date” shall mean June 8, 2012. 
 2. This
Amendment is effective as of the date hereof, and all references to the Rights Agreement from and after such time will be deemed to be references to the Rights Agreement as amended hereby. 

3. The Rights Agreement is not otherwise supplemented or amended by virtue of this Amendment, but remains in full force and effect.

 4. This Amendment is governed by the laws of the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and performed entirely within such State; provided, however, that all provisions regarding the rights, duties, obligations and liabilities of the Rights Agent shall be
governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. 







 5. This Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect and
enforceability as an original signature. 
 6. If any term, provision, covenant or restriction of this Amendment or applicable
to this Amendment is held by a court of competent jurisdiction or other authority to be invalid, null and void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated; provided, further, that if any such excluded term, provision, covenant or restriction shall adversely affect the rights, immunities, duties or obligations of the Rights Agent, the
Rights Agent shall be entitled to resign immediately. 
 7. By its execution and delivery hereof, the Company directs the Rights
Agent to execute this Amendment. 
 [Signature page follows] 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first written above. 
  

			
	INFUSYSTEM HOLDINGS, INC.
		
	By:	 	 /s/ Dilip Singh

	Name:	 	Dilip Singh
	Title:	 	Interim Chief Executive Officer
	
	COMPUTERSHARE SHAREOWNER SERVICES LLC
		
	By:	 	 /s/ Constance Adams

	Name:	 	Constance Adams
	Title:	 	Relationship Manager