20,500,000 Units LEGATO MERGER CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2021 • Legato Merger Corp. • Blank checks • New York
Legato Merger Corp., 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2021 • Legato Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 19, 2021, by and among Legato Merger Corp., 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 • January 25th, 2021 • Legato Merger Corp. • Blank checks • New York
This Agreement, made and entered into effective as of January 19, 2021 (“Agreement”), by and between Legato Merger Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 25th, 2021 • Legato Merger Corp. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • January 25th, 2021 • Legato Merger Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of January 19, 2021 between Legato Merger Corp., a Delaware corporation, with offices at 777 Third Avenue, 37th Floor, New York, New York 10017 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 16th, 2020 • Legato Merger Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [●], 2020 (“Agreement”), by and among Legato Merger Corp., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Advisory Agreement • January 25th, 2021 • Legato Merger Corp. • Blank checks • New York
This is to confirm our agreement whereby Legato Merger Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-248997) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Legato Merger Corp. New York, NY 10017 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • October 16th, 2020 • Legato Merger Corp. • 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., 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 warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
AMENDMENT AGREEMENTAmendment Agreement • October 20th, 2021 • Legato Merger Corp. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
THIS AMENDMENT AGREEMENT (this “Agreement”) is entered into and effective as of October 19, 2021, by and among Legato Merger Corp., a Delaware corporation (“Legato”), Algoma Steel Group Inc. (formerly known as 1295908 B.C. Ltd.), a company organized under the laws of the Province of British Columbia (“Algoma”), Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Continental”), as warrant agent, and TSX Trust Company, a company existing under the laws of Canada (“TSX”), as Canadian co-warrant agent (“Co-Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Warrant Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 25th, 2021 • Legato Merger Corp. • Blank checks
Subscriber’s Subscription was in the amount of ___________________ Acquired Shares. The following transfers of a portion of the Subscription have been made:
Lock-Up AgreementLock-Up Agreement • May 25th, 2021 • Legato Merger Corp. • Blank checks • Delaware
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 24, 2021, by and among 1295908 B.C. Ltd., a company organized under the laws of the Province of British Columbia (the “Company”), Algoma Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and Legato Merger Corp., a Delaware corporation (“SPAC”), pursuant to which, among other things, on the terms and conditions set forth therein, at the Effective Time, Merger Sub will merge with and into SPAC (the “Merger”), with SPAC surviving as a direct, wholly-owned subsidiary of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement.
SUPPORT AGREEMENTSupport Agreement • May 25th, 2021 • Legato Merger Corp. • Blank checks • Delaware
This Support Agreement (this “Agreement”) is made as of May 24, 2021, by and between 1295908 B.C. Ltd., a company organized under the laws of the Province of British Columbia (the “Company”) and the undersigned SPAC shareholders (the “Voting Parties” and each a “Voting Party”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG 1295908 b.c. ltd., ALGOMA MERGER SUB, INC., and LEGATO MERGER CORP., DATED AS OF MAY 24, 2021Merger Agreement • May 25th, 2021 • Legato Merger Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of May 24, 2021, by and among 1295908 B.C. Ltd., a company organized under the laws of the Province of British Columbia (the “Company”), Algoma Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and Legato Merger Corp., a Delaware corporation (“SPAC”). Each of the Company, Merger Sub and SPAC shall individually be referred to herein as a “Party” and, collectively, as the “Parties.” The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto. Defined terms used in this Agreement are listed alphabetically in Section 11.1, together with the section and, if applicable, subsection in which the definition of each such term is located.
Legato Merger Corp.Office Space and Administrative Services Agreement • January 25th, 2021 • Legato Merger Corp. • 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. (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 Adv
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 25th, 2021 • Legato Merger Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of January 19, 2021 (“Agreement”), by and among Legato Merger Corp., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”).
Legato Merger Corp.Office Space and Administrative Services Agreement • October 16th, 2020 • Legato Merger Corp. • 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. (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 Adv
