24,000,000 Units LEGATO MERGER CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2021 • Legato Merger Corp. Ii • Blank checks • New York
Legato Merger Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • November 23rd, 2021 • Legato Merger Corp. Ii • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of November 22, 2021 between Legato Merger Corp. II, a Delaware corporation, with offices at 777 Third Avenue, 37th Floor, New York, New York 10017 (“Company”), and American Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 6201 15th Avenue, Brooklyn, New York 11219, as warrant agent (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2021 • Legato Merger Corp. Ii • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 22, 2021, by and among Legato Merger Corp. II, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Indemnification AgreementIndemnification Agreement • February 14th, 2023 • Southland Holdings, Inc. • Heavy construction other than bldg const - contractors • Delaware
This Indemnification Agreement (this “Agreement”), dated as of [●], is entered into by and between Southland Holdings, Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 23rd, 2021 • Legato Merger Corp. Ii • Blank checks • New York
This Agreement, made and entered into effective as of November 22, 2021 (“Agreement”), by and between Legato Merger Corp. II, a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 23rd, 2021 • Legato Merger Corp. Ii • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 5th, 2021 • Legato Merger Corp. Ii • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), by and among Legato Merger Corp. II, a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and American Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”).
Legato Merger Corp. II New York, NY 10017 EarlyBirdCapital, Inc. New York, NY 10017Letter Agreement • November 5th, 2021 • Legato Merger Corp. Ii • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Legato Merger Corp. II, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2022 • Legato Merger Corp. Ii • Heavy construction other than bldg const - contractors • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _________, is made and entered into by and among (a) Southland Holdings, Inc., a Delaware corporation (the “Company”), (b) the undersigned initial stockholders of the Company (together with their respective Permitted Transferees (as defined herein), the “Initial Holders”), (c) EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and its undersigned designees (together with their respective Permitted Transferees, the “EarlyBirdCapital Holders”), and (d) the undersigned members of Southland Holdings LLC, a Texas limited liability company (“Southland”), who are Affiliates (as defined herein) of Southland (together with their respective Permitted Transferees, the “Southland Holders”). The Initial Holders, the EarlyBirdCapital Holders, the Southland Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders.”
EMPLOYMENT AGREEMENT BETWEEN Legato Merger Corp. II AND Rudy V. Renda EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2023 • Southland Holdings, Inc. • Heavy construction other than bldg const - contractors • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Legato Merger Corp. II, a Delaware corporation (the “Employer”), and Rudy V. Renda (the “Employee”), effective as of the Closing Date (as defined in that certain Agreement and Plan of Merger, dated as of May 25, 2022, by and among the Employer, Legato Merger Sub Inc., a Delaware corporation, and Southland Holdings LLC, a Texas limited liability company) (the “Effective Date”). On the Effective Date, the Employer will change its name to “Southland Holdings, Inc.”
SOUTHLAND HOLDINGS, INC. RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • February 14th, 2023 • Southland Holdings, Inc. • Heavy construction other than bldg const - contractors • Delaware
This Restricted Share Unit Award Agreement (the “Agreement”) is made and entered into as of the award date set forth below (the “Award Date”) by and between Southland Holdings, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2022 Equity Incentive Plan (the “Plan”).
Southland Holdings, Inc.,Indenture • March 15th, 2024 • Southland Holdings, Inc. • Heavy construction other than bldg const - contractors • New York
INDENTURE, dated as of [●], 20__, among Southland Holdings, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
SOUTHLAND HOLDINGS, INC. RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • February 14th, 2023 • Southland Holdings, Inc. • Heavy construction other than bldg const - contractors • Delaware
This Restricted Share Award Agreement (the “Agreement”) is made and entered into as of the award date set forth below (the “Award Date”) by and between Southland Holdings, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2022 Equity Incentive Plan (the “Plan”).
SOUTHLAND HOLDINGS, INC. STOCK APPRECIATION RIGHT AWARD AGREEMENTStock Appreciation Right Award Agreement • February 14th, 2023 • Southland Holdings, Inc. • Heavy construction other than bldg const - contractors • Delaware
This Stock Appreciation Right Award Agreement (the “Agreement”) is made and entered into as of the award date set forth below (the “Award Date”) by and between Southland Holdings, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2022 Equity Incentive Plan (the “Plan”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 25th, 2022 • Legato Merger Corp. Ii • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (as amended, modified or supplemented from time to time, this “Agreement”) is made and entered into as of May 25, 2022, by and among Legato Merger Corp. II, a Delaware corporation (“Parent”), Legato Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Southland Holdings LLC, a Texas limited liability company (the “Company”). Parent, Merger Sub and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties”. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Exhibit A.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2023 • Southland Holdings, Inc. • Heavy construction other than bldg const - contractors • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 14, 2023, is made and entered into by and among (a) Southland Holdings, Inc., a Delaware corporation (the “Company”), (b) the undersigned initial stockholders of the Company (together with their respective Permitted Transferees (as defined herein), the “Initial Holders”), (c) EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and its undersigned designees (together with their respective Permitted Transferees, the “EarlyBirdCapital Holders”), and (d) the undersigned members of Southland Holdings LLC, a Texas limited liability company (“Southland”), who are Affiliates (as defined herein) of Southland (together with their respective Permitted Transferees, the “Southland Holders”). The Initial Holders, the EarlyBirdCapital Holders, the Southland Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “H
INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • February 14th, 2023 • Southland Holdings, Inc. • Heavy construction other than bldg const - contractors • Delaware
This Incentive Stock Option Award Agreement (the “Agreement”) is made and entered into as of the award date set forth below (the “Award Date”) by and between Southland Holdings, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2022 Equity Incentive Plan (the “Plan”).
Legato Merger Corp. IILegato Merger Corp. Ii • November 5th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of securities of Legato Merger Corp. II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Crescendo Advisors II, LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 777 Third Avenue, 37th Floor, New York, New York 10017 (or any successor location). In exchange therefore, the Company shall pay Crescendo Advisors II, LLC the sum of $15,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Crescendo
SHARE TRANSFER AGREEMENTShare Transfer Agreement • February 14th, 2023 • Southland Holdings, Inc. • Heavy construction other than bldg const - contractors • Delaware
COMPANY MEMBER SUPPORT AGREEMENTCompany Member Support Agreement • May 25th, 2022 • Legato Merger Corp. Ii • Blank checks
This COMPANY MEMBER SUPPORT AGREEMENT, dated as of May [●], 2022 (this “Agreement”), is entered into by and among the members listed on Exhibit A hereto (each, a “Member”), Southland Holdings, LLC, a Texas limited liability company (the “Company”), and Legato Merger Corp. II, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
Legato Merger Corp. IILegato Merger Corp. Ii • November 23rd, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of securities of Legato Merger Corp. II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Crescendo Advisors II, LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 777 Third Avenue, 37th Floor, New York, New York 10017 (or any successor location). In exchange therefore, the Company shall pay Crescendo Advisors II, LLC the sum of $15,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Crescendo
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • February 14th, 2023 • Southland Holdings, Inc. • Heavy construction other than bldg const - contractors • Delaware
This Non-Qualified Stock Option Award Agreement (the “Agreement”) is made and entered into as of the award date set forth below (the “Award Date”) by and between Southland Holdings, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2022 Equity Incentive Plan (the “Plan”).
LOCK-UP AGREEMENTLock-Up Agreement • May 25th, 2022 • Legato Merger Corp. Ii • Blank checks • Delaware
This LOCK-UP AGREEMENT (this “Agreement”) is made as of May [●], 2022 by and among Legato Merger Corp. II, a Delaware corporation (the “Company”), and each other Person identified on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof.
As of February 14, 2023Southland Holdings, Inc. • February 14th, 2023 • Heavy construction other than bldg const - contractors
Reference is made to that certain Agreement and Plan of Merger, dated as of May 25, 2022 (the “Merger Agreement”), between Legato Merger Corp. II, a Delaware corporation (“Legato”), Legato Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Legato II (“Merger Sub”), and Southland Holdings LLC, a Texas limited liability company (“Southland”). In order to induce the parties to consummate the transactions contemplated by the Merger Agreement (the “Transactions”), the undersigned are agreeing to the terms set forth in this letter agreement (“Agreement”).
