REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2024 • Legato Merger Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 5, 2024, by and among Legato Merger Corp. III, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • February 6th, 2024 • Legato Merger Corp. III • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of February 5, 2024 between Legato Merger Corp. III, a Cayman Islands exempted company, with offices at 777 Third Avenue, 37th Floor, New York, New York 10017 (“Company”), and Equiniti Trust Company, LLC, a New York limited purpose trust company, with offices at 48 Wall Street, 22nd Floor, New York, NY 10005, as warrant agent (“Warrant Agent”).
Underwriting Agreement between Legato Merger Corp. III and BTIG, LLC Dated February 5, 2024 (the “Agreement”) LEGATO MERGER CORP. III UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2024 • Legato Merger Corp. III • Blank checks • New York
The undersigned, Legato Merger Corp. III, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or 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,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 6th, 2024 • Legato Merger Corp. III • Blank checks • New York
This Agreement, made and entered into effective as of February 5, 2024 (“Agreement”), by and between Legato Merger Corp. III, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
Legato Merger Corp. III New York, NY 10017 BTIG, LLC New York, New York 10022Letter Agreement • December 7th, 2023 • Legato Merger Corp. III
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. III, a Cayman Islands exempted company (the “Company”), and BTIG, LLC, 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 ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 6th, 2024 • Legato Merger Corp. III • Blank checks
Pursuant to Section 2(a) of the Investment Management Trust Agreement between Legato Merger Corp. III (“Company”) and Equiniti Trust Company, LLC, dated as of _________, 202_ (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its [tax obligations][Trust Account administration expenses][dissolution and liquidation expenses, which expenses will not exceed $100,000].
Legato Merger Corp. IIILegato Merger Corp. III • February 6th, 2024 • 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. III (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 $20,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Crescendo
Legato Merger Corp. IIILegato Merger Corp. III • December 7th, 2023
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. III (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 $20,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Crescendo
Legato Merger Corp. IIILegato Merger Corp. III • December 7th, 2023
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. III (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 $20,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Crescendo
