20,000,000 Units LEGATO MERGER CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 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 5th, 2021 • Legato Merger Corp. Ii • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of _________, 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 5th, 2021 • Legato Merger Corp. Ii • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 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 • November 5th, 2021 • Legato Merger Corp. Ii • Blank checks • New York
This Agreement, made and entered into effective as of [●], 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 5th, 2021 • Legato Merger Corp. Ii • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2021 by and between Legato Merger Corp. II (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
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.
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
