Exhibit 4.1




	
  

  	
  ESSENT GROUP LTD.
  (hereinafter called the “Company”), transferrable in accordance with the
  Memorandum of Association and Bye-Laws of the Company in person or by duly authorised 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 Memorandum
  of Association, as amended, and 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
  the Registrar. Witness the facsimile seal of the Company and the facsimile
  signatures of its duly authorised officers. Dated: ESSENT GROUP LTD. EG
  COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY,
  LLC (Brooklyn, NY) TRANSFER AGENT AND REGISTRAR By: AUTHORISED
  SIGNATURE CUSIP G3198U 10 2 SEE REVERSE FOR CERTAIN
  DEFINITIONS COMMON SHARES COMMON SHARES A BERMUDA EXEMPTED COMPANY THIS
  CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE COMMON SHARES,
  PAR VALUE $0.015 PER SHARE, OF SENIOR VICE PRESIDENT, CHIEF LEGAL OFFICER AND
  ASSISTANT SECRETARY S H A R E S BERMUDA 2008 Essent
  Group Ltd. PRESIDENT AND CHIEF EXECUTIVE OFFICER NUMBER

  






 















	
  

  	
  SIGNATURE(S)
  GUARANTEED: THE SIGNATURE(S) MUST 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. TEN COM — as
  tenants in common TEN ENT — as tenants by the
  entireties JT TEN — as joint tenants with right of survivorship and not as
  tenants in common Additional abbreviations may also be used though not in the
  above list. For value received, hereby sell, assign and transfer unto 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. 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: NOTICE: PLEASE PRINT OR TYPEWRITE NAME AND
  ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE of the common shares represented by
  the within Certificate, and do hereby irrevocably constitute and appoint
  Attorney to transfer the said shares in accordance with the Company’s Memorandum
  of Association and Bye-Laws with full power of substitution in the premises.
  Dated PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE UNIF GIFT MIN ACT — Custodian (Cust)
  (Minor) under Uniform Gifts to Minors Act (State) ESSENT
  GROUP LTD. THE COMPANY IS AUTHORISED TO ISSUE TWO
  CLASSES OF SHARES, COMMON SHARES AND PREFERENCE SHARES. THE BOARD OF
  DIRECTORS OF THE COMPANY HAS AUTHORITY TO FIX THE NUMBER OF SHARES AND THE
  DESIGNATION OF ANY SERIES OF PREFERENCE SHARES AND TO DETERMINE OR ALTER THE
  RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS GRANTED TO OR IMPOSED UPON
  ANY UNISSUED SERIES OF PREFERENCE SHARES. THE COMPANY SHALL FURNISH WITHOUT
  CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS,
  DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
  SPECIAL RIGHTS OF EACH CLASS OF SHARE OF THE COMPANY OR SERIES THEREOF AND
  THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
  RIGHTS. SUCH REQUESTS SHALL BE MADE TO THE COMPANY’S SECRETARY AT THE
  PRINCIPAL OFFICE OF THE COMPANY.