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”).
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”).
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
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”).
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”).
SHARE TRANSFER AGREEMENTShare Transfer Agreement • February 14th, 2023 • Southland Holdings, Inc. • Heavy construction other than bldg const - contractors • Delaware
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”).
As of February 14, 2023Merger Agreement • February 14th, 2023 • Southland Holdings, Inc. • 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”).
