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**Exhibit 4.21**

NOTICE OF RESTRICTED STOCK UNIT AWARD 

SWVL HOLDINGS CORP 

2021 OMNIBUSINCENTIVE COMPENSATION PLAN 

Unless otherwise defined herein or in the RSU Agreement (as defined below), capitalized terms used in thisNotice of Restricted Stock Unit Award (this “Notice of Grant”) shall have the same meanings ascribed to them in the Swvl Holdings Corp 2021 Omnibus Incentive Compensation Plan, as amended from time to time (the“Plan”). 

SECTION 1. General. The Participant named below has been granted an Award of restricted stock units(“RSUs”), subject to the terms and conditions set forth in the Plan, this Notice of Grant and the Restricted Stock Unit Agreement attached hereto as Annex A (the “RSU Agreement”). Each RSU represents theright to receive one Share or, if determined by the Committee in its sole discretion, an amount of cash equal to the Fair Market Value of one Share. The RSUs shall be credited to a separate book-entry account maintained for the Participant on thebooks of the Company. 

 
**Participant Name:**  **[•]****Address:**  **[•]****Total Number of RSUs:**  **[•]****Grant Date:**  **[•]****Vesting Commencement Date:**  **[•]**
SECTION 2. Vesting. The RSUs shall vest [•] (each such date, a “Vesting Date”);provided, that the Participant remains continuously in active service with the Company or one of its Affiliates from the Grant Date through such Vesting Date. 

SECTION 3. Settlement. Except as otherwise provided herein or in the Plan, each vested RSU will be settled in Shares as soon aspracticable (and in no case more than thirty (30) days) after the applicable Vesting Date. 

SECTION 4. Termination of Service.Except as provided in Section 5 or in any applicable Individual Agreement, if, at any time prior to the final Vesting Date, the Participant’s service with the Company and its Affiliates terminates for any reason (including any terminationof service by the Participant for any reason, or by the Company and its Affiliates with or without cause), then all unvested RSUs shall be cancelled immediately and the Participant shall not be entitled to receive any payments with respect thereto.

SECTION 5. Qualifying Termination; Other Terms. [Reserved] 
**

SECTION 6. Definitions. [Reserved] 

SECTION 7. Other. (a) The Participant understands that this Notice of Grant is subject to the terms and conditions of both thePlan and the RSU Agreement, each of which are incorporated herein by reference. The Participant has received and has had an opportunity to review the Plan, the Company’s most recent prospectus that describes the Plan, and the RSU Agreement andagrees to be bound by all the terms and provisions of the Plan and the RSU Agreement. 

(b) By the Participant’s acceptance hereof(whether written, electronic or otherwise), the Participant agrees, to the fullest extent permitted by law, that in lieu of receiving documents in paper format, the Participant accepts the electronic delivery of any documents the Company, or anythird party involved in administering the Plan which the Company may designate, may deliver in connection with this grant (including, as applicable, the Plan, the RSU Agreement, this Notice of Grant, account statements, prospectuses, prospectussupplements, annual and quarterly reports, and all other communications and information) whether through the Company’s intranet or the internet site of another such third party or via email, or such other means of electronic delivery specifiedby the Company. Furthermore, the Participant and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan, this Notice of Grant and the RSU Agreement. 

(c) The Participant confirms acceptance of this Award by completing, signing and returning the attached signature page to [•]. If theParticipant wishes to reject this Award, the Participant must so notify the Company’s stock plan administrator in writing to [•] no later than sixty (60) days after the Grant Date. If within such sixty (60) day period theParticipant neither affirmatively accepts nor affirmatively rejects this Award, the Participant will be deemed to have accepted this Award at the end of such sixty (60) day period pursuant to the terms and conditions set forth in this Notice ofGrant, the RSU Agreement and the Plan. 

 
**PARTICIPANT**  **SWVL HOLDINGS CORP**
 
  By: 
 
[Participant Name]   
Name:

Title:

 
2 

ANNEX A 

RESTRICTED STOCK UNIT AGREEMENT 

SWVL HOLDINGS CORP 

2021 OMNIBUSINCENTIVE COMPENSATION PLAN 

The Participant has been granted restricted stock units (“RSUs”), subject to the terms,restrictions and conditions of the Swvl Holdings Corp 2021 Omnibus Incentive Compensation Plan, as amended from time to time (the “Plan”), the Notice of Restricted Stock Unit Award (the “Notice of Grant”) and thisRestricted Stock Unit Agreement (this “Agreement”). Unless otherwise defined herein, capitalized terms used in this Agreement shall have the same meanings given to them in the Plan. 

SECTION 1. Dividend Equivalents. Each RSU shall be credited with dividend equivalents, which shall be withheld by the Company andcredited to the Participant’s account. Dividend equivalents credited to the Participant’s account and attributable to a RSU shall be distributed in cash (without interest) to the Participant at the same time as the underlying Share isdelivered upon settlement of such RSU and, if such RSU is forfeited, the Participant shall have no right to such Dividend Equivalents. 

SECTION 2. Tax Withholding. Solely to the extent applicable, vesting and settlement of the RSUs shall be subject to the Participantsatisfying any applicable U.S. Federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. In this regard, the Participant authorizes the Company and its Affiliates towithhold all applicable taxes legally payable by the Participant from the Participant’s wages or other cash compensation paid to the Participant by the Company or its Affiliates. Such tax withholding obligation shall be satisfied by theParticipant (a) by making a payment in cash (certified check, wire transfer or bank draft) to the Company, (b) subject to the Company’s approval, from the proceeds of the sale of all or a portion of the Shares, through a voluntarysale or through a mandatory sale arranged by the Company (on the Participant’s behalf and the Participant hereby authorizes such sales by this authorization) or (c) subject to the Company’s approval, by the withholding of Shares bythe Company having a Fair Market Value equal to such tax withholding amount (but not in excess of the applicable individual maximum statutory rate) from the Shares that otherwise would be issued to the Participant in respect of such settlement.

SECTION 3. Rights as a Shareholder. The Participant shall not be deemed for any purpose, nor have any of the rights or privileges of, ashareholder of the Company in respect of any Shares underlying the RSUs unless, until and to the extent that (a) the Company shall have issued and delivered to the Participant the Shares underlying the vested RSUs and (b) theParticipant’s name shall have been entered as a shareholder of record with respect to such Shares on the books of the Company. The Company shall cause the actions described in clauses (a) and (b) of the preceding sentence to occur promptlyfollowing settlement in Shares as contemplated by this Agreement, subject to compliance with applicable laws. 

 
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SECTION 4. Incorporation by Reference, Etc. The provisions of the Plan and the Noticeof Grant are hereby incorporated herein by reference. Except as otherwise expressly set forth herein or in the Notice of Grant, this Agreement and the Notice of Grant shall be construed in accordance with the provisions of the Plan and anyinterpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. The Committee shall have final authority to interpret and construe the Plan, the Notice of Grant and this Agreement and to makeany and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his or her legal representative in respect of any questions arising under the Plan or this Agreement. Without limiting the foregoing,the Participant acknowledges that the RSUs and any Shares acquired upon settlement of the RSUs are subject to provisions of the Plan under which, in certain circumstances, an adjustment****may be made to the number of the RSUs and any Sharesacquired upon settlement of the RSUs. 

SECTION 5. Compliance with Applicable Laws. The granting and settlement of the RSUs, and anyother obligations of the Company under this Agreement, shall be subject to all applicable laws as may be required. The Committee shall have the right to impose such restrictions on the RSUs as it deems reasonably necessary or advisable underapplicable U.S. Federal securities laws, the rules and regulations of any stock exchange or market upon which Shares are then listed or traded, and any blue sky or state securities laws applicable to such Shares. The Participant agrees to take allsteps the Committee or the Company determines are reasonably necessary to comply with all applicable provisions of U.S. Federal and state securities law (and any other applicable laws) in exercising his or her rights under this Agreement. 

SECTION 6. Miscellaneous. 

(a) Waiver. Any right of the Company or its Affiliates contained in this Agreement may be waived in writing by the Committee. No waiverof any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise or as a waiver of any right to damages. No waiver by any party of any breachof this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach. 

(b)Notices. All notices, requests, consents and other communications to be given hereunder to any party shall be deemed to be sufficient if contained in a written instrument and shall be deemed to have been duly given when delivered in person,by telecopy, by nationally recognized overnight courier, or by first-class registered or certified mail, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by theaddressee to the addresser: 

(i) if to the Company, to: 

Swvl Holdings Corp 

[•]

(ii) if to the Participant, to the Participant’s home address on file with the Company. Notices may also be delivered to theParticipant through the Company’s inter-office or electronic mail system, at any time he or she is employed by or provided services to the Company or any of its Affiliates. 

 
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All such notices, requests, consents and other communications shall be deemed to have been delivered in thecase of personal delivery or delivery by telecopy, on the date of such delivery, in the case of nationally recognized overnight courier, on the next business day, and in the case of mailing, on the third business day following such mailing if sentby certified mail, return receipt requested. 

(c) Beneficiary. The Participant may file with the Committee a written designation ofa beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no beneficiary is designated, if the designation is ineffective, or if the beneficiary dies before the balance of theParticipant’s benefit is paid, the balance shall be paid to the Participant’s estate. Notwithstanding the foregoing, however, the Participant’s beneficiary shall be determined under applicable law if such law does not recognizebeneficiary designations under Awards of this type and is not preempted by laws which recognize the provisions of this Section 6(c). 

(d) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company or any of its Affiliates andtheir successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant. 

(e) Governing Law, Venue and Waiver of a Jury Trial. The validity, construction and effect of the Plan and any rules and regulationsrelating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof. In the event that Section 6(f) of this Agreement is foundto be invalid or unenforceable, the Participant and the Company (on behalf of itself and its Affiliates) each consents to jurisdiction in the United States District Court for the State of Delaware, or if that court is unable to exercise jurisdictionfor any reason, the [•], [•], and each waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction or service of process and waives any objection to jurisdiction based onimproper venue or improper jurisdiction. Additionally, in the event that Section 6(f) of this Agreement is found to be invalid or unenforceable, the Participant hereby waives, to the fullest extent permitted by applicable law, any right he orshe may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Plan. 

(f) Mediation and Arbitration. If a dispute arises out of or relates to this Agreement or the Plan or the breach thereof, and if thedispute cannot be settled through negotiation, such dispute shall be finally settled by confidential arbitration in [•], before, and in accordance with the rules of, the [•]. Any arbitration hearings shall be conducted before a singlearbitrator (rather than a panel of arbitrators) with substantial experience in the matters in dispute and appointed in accordance with the rules of [•]. 

 
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(g) Confidentiality. You hereby agree to keep confidential the existence of, and anyinformation concerning, any dispute arising out of or relating to this Agreement or the Plan, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided,that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute). 

(h)Signature and Acceptance. This Agreement shall be deemed to have been accepted and signed by the Participant and the Company as of the Grant Date upon the Participant’s acceptance of the Notice of Grant. 

(i) Headings and Construction. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitatereference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Whenever the words “include”, “includes” or “including” are usedin the Plan, they shall be deemed to be followed by the words “but not limited to”, and the word “or” shall not be deemed to be exclusive. 

 
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