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”).
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.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”).
