Exhibit 4.3 


   


   


	 NUMBER  	 RIGHTS 


   


 G3 VRM ACQUISITION CORP. 


 INCORPORATED UNDER THE LAWS OF THE DELAWARE 


 RIGHT 


   


 SEE REVERSE FOR 


 CERTAIN DEFINITIONS 


 CUSIP 362425 126 


   


 THIS CERTIFIES THAT, for value received 


   


 ___________________________is the registered
holder of a right or rights (each, a “Right”) to automatically receive one-tenth of one share of Class A common stock, $0.0001
par value (“Common Stock”), of G3 VRM Acquisition Corp. (the “Company”) for each Right evidenced by this Rights
Certificate on the Company’s completion of an initial Business Combination (as described in the Company’s Amended and Restated
Certificate of Incorporation) upon surrender of this Right Certificate pursuant to the Rights Agreement between the Company and Continental
Stock Transfer & Trust Company, as Rights Agent (the “Rights Agreement”). Certain capitalized terms used herein are defined
in the Rights Agreement. In no event will the Company be required to net cash settle the Rights or issue fractional shares of Common
Stock. 


   


 The Rights shall expire and shall be worthless
on the 1-year anniversary of the Exchange Event. If an Exchange Event does not occur within the time period set forth in the Company’s
Amended and Restated Certificate of Incorporation, as the same may be amended from time to time, the Rights shall expire and shall be
worthless. The holder of a Right shall have no right or interest of any kind in the Trust Account. 


   


 Upon due presentment for registration of transfer
of the Right Certificate at the office or agency of the Rights Agent, a new Right Certificate or Right Certificates of like tenor and
evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Right Certificate, without
charge except for any applicable tax or other governmental charge. The Company shall not issue fractional shares upon exchange of Rights.
The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner (as provided in the Rights
Agreement). 


   


 The Company and the Rights Agent may deem
and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes,
and neither the Company nor the Right Agent shall be affected by any notice to the contrary. 


   


 This Right does not entitle the registered
holder to any of the rights of a shareholder of the Company. 


   


	 Dated: 	   	   
	   	   	   
	 CHAIRMAN 	   	 CHIEF FINANCIAL OFFICER 
	   	   	   
	 Continental Stock Transfer & Trust Company, as Rights Agent 	   	   


   



    	 	 	 



    	 



    




   


 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 	   	   	   	   	   	   
	   	   	   	   	   	   	   	   	   
	 JT TEN 	 - 	 as joint tenants with right of survivorship and not as tenants in
    common 	   	   	 under Uniform Gifts to Minors 

     Act 

	   	   	   	   	 (State) 


   


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


   


 G3 VRM Acquisition Corp. 


   


 The Company will furnish
without charge to each rightsholder who so requests the powers, designations, preferences and relative, participating, optional or other
special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such
preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions
of the Amended and Restated Certificate of Incorporation of the Company and all amendments thereto and resolutions of the Board of Directors
providing for the issue of shares of Common Stock (copies of which may be obtained from the secretary of the Company), to all of which
the holder of this certificate by acceptance hereof assents. 


   


 For value received,
___________________________ hereby sell, assign and transfer unto 


   


	 PLEASE INSERT SOCIAL SECURITY OR

    OTHER

    IDENTIFYING NUMBER OF ASSIGNEE 	   
	   

       
	   


   


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


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


 ____________________________________________________________________________
Attorney to transfer said rights on the books of the within named Company will full power of substitution in the premises. 


   


	 Dated 	   	   	   	   
	   	   	   	   	   
	   	   	   	   
	   	   	   	 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. 


   



    	 	 	 



    	 



    




   


 Signature(s) Guaranteed: 


   


	   	   
	 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). 	   


   


 The holder of this certificate shall have
no right or interest of any kind in or to the funds held in the Trust Account.