Exhibit 4.1


SPECIMEN





 


PO BOX
43004, Providence, RI 02940-3004


 


MR A SAMPLE


DESIGNATION (IF ANY)


ADD 1


ADD 2


ADD 3


ADD 4


 


	
  CUSIP

  	
   

  	
  XXXXXX XX X

  
	
  Holder ID

  	
   

  	
  XXXXXXXXXX

  
	
  Insurance Value

  	
   

  	
  1,000,000.00

  
	
  Number of Shares

  	
   

  	
  123456

  
	
  DTC

  	
   

  	
  12345678  123456789012345

  



 


	
  Certificate Numbers

  	
   

  	
  Num/No.

  	
   

  	
  Denom.

  	
   

  	
  Total

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  4

  	
   

  	
  4

  	
   

  	
  4

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  6

  	
   

  	
  6

  	
   

  	
  6

  	
   

  
	
  Total Transaction

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  7

  	
   

  



 


016570|  003590|127C|RESTRICTED||4|057-423


 


	
  COMMON
  SHARES

  	
  COMMON SHARES

  
	
   

  	
   

  
	
  PAR
  VALUE $.01

  	
  THIS
  CERTIFICATE IS TRANSFERABLE IN

  CANTON, MA AND JERSEY CITY, NJ

  
				



 


	
   

  	
  

  	
   

  
	
   

  	
   

  
	
  Certificate

  	
  Shares

  
	
    Number

  	
  * * 6 0 0 6 2 0 * * * * *
  * 

  
	
  ZQ 000000

  	
  * * * 6 0 0 6 2 0 * * * *
  *

  
	
   

  	
  * * * * 6 0 0 6 2 0 * * *
  *

  
	
   

  	
  * * * * * 6 0 0 6 2 0 * *
  *

  
	
   

  	
   

  	
  * * * * * * 6 0 0 6 2 0 *
  *

  



 


GENPACT LIMITED


INCORPORATED UNDER THE LAWS OF BERMUDA


 


	
  THIS CERTIFIES
  THAT

  	
  MR. SAMPLE & MRS. SAMPLE &

  	
  CUSIP XXXXXX XX X

  
	
   

  	
  MR. SAMPLE & MRS. SAMPLE

  	
  SEE REVERSE FOR CERTAIN DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  is the owner of

  	
  * * * SIX HUNDRED THOUSAND

  	
   

  
	
   

  	
  SIX HUNDRED AND TWENTY* * *

  	
   

  



 


FULLY-PAID AND
NON-ASSESSABLE COMMON SHARES OF


 


Genpact Limited (hereinafter called the “Company”), transferable on the books of the Company in
person or by duly authorized attorney, upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby, are
issued and shall be held subject to all of the provisions of the Bye-Laws, as
amended, of the Company (copies of which are on file with the Company and with
the Transfer Agent), to all of which each holder, by acceptance hereof,
assents. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.


 


Witness the facsimile seal of the Company and the facsimile signatures of its
duly authorized officers.


 


	
  

  	
   

  	
  DATED  <<Month
  Day, Year>>

  
	
  

  	
   

  
	
  COUNTERSIGNED AND
  REGISTERED:

  
	
  COMPUTERSHARE
  TRUST COMPANY, N.A.

  
	
  Chief Executive Officer

  	
  TRANSFER AGENT AND REGISTRAR,

  
	
   

  	
   

  
	
  

  	
   

  
	
   

  
	
   

  
	
  By

  	
   

  
	
  Corporate Secretary

  	
   

  	
   

  	
  AUTHORIZED
  SIGNATURE

  
					



1234567

















 


SPECIMEN


 


GENPACT LIMITED


 


The following
abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	
  TEN COM

  	
  -as tenants in common

  	
  UNIF GIFT MIN ACT- 

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  
	
  TEN ENT

  	
  -as tenants by the entireties

  	
  under Uniform Gifts to Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (State)

  	
   

  
	
  JT TEN

  	
  -as joint tenants with right of survivorship

  	
  UNIF TRF MIN ACT

  	
   

  	
  Custodian (until age    )

  	
   

  	
   

  
	
   

  	
  and not as tenants in common

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
  under Uniform Transfers to Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (State)

  	
   

  
	
   

  	
  Additional abbreviations may also be used though not in the
  above list.

  	
   

  
															



 


THE COMPANY WILL FURNISH WITHOUT CHARGE
TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF
EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS,
PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE
BYE-LAWS OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF
DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO
DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE
OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF
DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR
HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS
TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM
ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.


 


 


	
   

  	
   

  	
  PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE

  
	
  For value received,

  	
  hereby sell, assign and transfer unto

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  (PLEASE PRINT OR TYPEWRITE NAME AND
  ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  common shares represented by the within
  Certificate, and do hereby irrevocably constitute and appoint

  
	
   

  	
   

  	
  Attorney

  
	
  to transfer the said shares on the books
  of the within-named Corporation with full power of substitution in the
  premises.

  
					



 


	
  Dated:

  	
   

  	
  20

  	
   

  	
   

  	
  Signature(s) Guaranteed:
  Medallion Guarantee Stamp

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
  GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and
  Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
  PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
  Notice:

  	
  The signature to this assignment must correspond with
  the name as written upon the face of the certificate, in every particular,
  without alteration or enlargement, or any change whatever.