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


 


PARSEC
CAPITAL ACQUISITIONS CORP Incorporated Under the Laws of the State of Delaware


 


CUSIP
[        ]


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 Class A Common Stock, U.S.$0.0001 par or nominal value per share (“Common
Stock”), of Parsec Capital Acquisitions Corp, a Delaware corporation (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 Common Stock 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.


 


Each
whole Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. Fractional shares shall not be issued
upon exercise of any Warrant. If, upon the exercise of Warrant, a holder would be entitled to receive a fractional interest in a share,
the Company shall, upon exercise, round down to the nearest whole number of the number of Common Stock to be issued to the Warrant holder.
The number 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 one 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 as 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.


 


The
Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.


 


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.


 




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This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.


 


	 	PARSEC CAPITAL ACQUISITIONS CORP
	 	 	 
	 	By:	
	 	Name: 	Patricia Trompeter 
	 	Title: 	Chief Executive Officer 
	 	 	 
	 	CONTINENTAL 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
[             ] 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 Continental Stock Transfer & Trust Company, a New York corporation,
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.


 


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” as provided for in 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 his, her or its 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 Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


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


 


The
Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof 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 shareholder 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 [          ] Common Stock and
herewith tenders payment for such Common Stock to the order of Parsec Capital Acquisitions Corp (the “Company”)
in the amount of $[             ] in accordance with the terms hereof. The undersigned requests that a certificate for such Common Stock be registered
in the name of [          ], whose address is and that such Common Stock be delivered to [          ] whose address is [          ]. If said number of Common Stock
is less than all of the Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the
remaining balance of such Common Stock 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 is to be exercised on a “cashless” basis pursuant to the Warrant Agreement, the number of Common
Stock that this Warrant is exercisable for shall be determined in accordance with 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 Common Stock 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: 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 Common Stock. If said number of shares is less than all of the 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 Common Stock be
registered in the name of [          ], whose address is [          ] and that such Warrant Certificate be delivered to [          ], whose address is [          ].


 


[Signature
Page Follows]


 




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	Date:
                        , 20[   ]	

    

	 	(Signature) 
	 	 
	 	
	 	
	 	
	 	(Address)
	 	 
	 	
	 	(Tax
    Identification Numbers)


 


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 UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).


 




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