Exhibit 4.3


 


EXHIBIT A


 


[Form of Warrant Certificate]


[FACE]


 


Number


 


Warrants


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR


IN THE WARRANT AGREEMENT DESCRIBED BELOW


WESTERN ACQUISITION VENTURES CORP.


A Delaware corporation


 


CUSIP 95758L 115


 


Warrant Certificate


 


This Warrant Certificate certifies
that , or registered assigns, is the registered holder of warrant(s) (the “Warrants” and each, a “Warrant”)
to purchase shares of common stock, $0.0001 par value (the “Common Stock”), of Western Acquisition Ventures
Corp. (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant
Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock (each, a
“Warrant”) as set forth below, at the exercise price (the “Exercise Price”) as determined
pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in
the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at
the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement (as
defined on the reverse hereof).


 


Each Warrant is initially
exercisable for one fully paid and non-assessable share of Common Stock; provided, however, that no fractional Warrant may be exercised
unless accompanies by other fractional Warrants that, in the aggregate, allow for the purchase of one full share of Common Stock or an
integral multiple thereof. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the
occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise Price
per share of Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence
of certain events set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void.


 


Reference is hereby made to
the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 


This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 









     


     


    

 


This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


 


	 	WESTERN ACQUISITION VENTURES CORP.
	 	 
	 	By:	 
	 	 	Name: Stephen Christoffersen 
	 	 	Title: Chief Executive Officer
	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY,
	 	as Warrant Agent 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: 


 









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[Form of Warrant Certificate]


 


[REVERSE]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common
Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of , 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to American Stock Transfer& Trust Company, a New York limited purpose trust company, as
warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made
a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof
upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given
to them in the Warrant Agreement.


 


Subject to the provisions
of the Warrant Agreement with respect to fractional Warrants, Warrants may be exercised at any time during the Exercise Period set forth
in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant
Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise
Price as specified in the Warrant Agreement (or through “cashless exercise” if permitted by the Warrant Agreement)
at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number
of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or
their assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else
in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act, and (ii) a prospectus thereunder
relating to the shares of Common Stock is current, except through “cashless exercise” if permitted by the Warrant
Agreement. Additionally, if the Corporation fails to enter into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination, involving the Corporation and one or more businesses by , 2023 (unless extended), the Warrants evidenced
by this Warrant Certificate shall expire worthless.


 


The Warrant Agreement provides
that, upon the occurrence of certain events, the number of the Warrants set forth on the face hereof may, subject to certain conditions,
be adjusted. If, upon exercise of a Warrant, the holder hereof would be entitled to receive a fractional interest in a share of Common
Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued to the holder of
the Warrant.


 


Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.


 


Upon due presentation
for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any
tax or other governmental charge imposed in connection therewith.


 






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The Company and the Warrant
Agent may deem and treat the Registered Holder(s) thereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 









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Election to Purchase


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment
for such shares to the order of Western Acquisition Ventures Corp. (the “Company”) in the amount of $ in accordance
with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of , whose address is and
that such shares be delivered to whose address is . If said number of shares is less than all of the shares of Common Stock purchasable
hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in
the name of , whose address is , and that such Warrant Certificate be delivered to , whose address is .


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise
pursuant to Section 6.3 of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant
is a Placement Warrant that is to be exercised on a “cashless basis” pursuant to subsection 3.3.1(c) of the
Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c)
of the Warrant Agreement.


 


In the event that the Warrant
is to be exercised on a “cashless basis” pursuant to Section 7.4 of the Warrant Agreement, the number of shares
that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise: (i) the number of shares that this Warrant
is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless
exercise, and (ii) the holder hereof shall complete the following sentence: The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of
Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the
cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered
in the name of, whose address is, and that such Warrant Certificate be delivered to, whose address is ________.


 


Date: , 2021


 


	 	(Signature)
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


 


Signature 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).


 









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LEGEND


 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT BETWEEN WESTERN ACQUISITION VENTURES CORP.,
WESTERN ACQUISITION VENTURES SPONSOR, LLC, AND THE DIRECTORS, OFFICERS AND CERTAIN STOCKHOLDERS OF WESTERN ACQUISITION VENTURES CORP.,
AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF PURSUANT TO THE TERMS SET FORTH THEREIN.


 


	No. 	 	Warrants


 






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