Exhibit
10.5.2


 


[●],
2021


 


Gentlemen:


 


Legato
Merger Corp. II (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities
(a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities
Act”), in connection with its initial public offering to be lead-managed by EarlyBirdCapital, Inc. (“IPO”). The Corporation
currently anticipates selling units in the IPO, each comprised of one share of common stock, par value $0.0001 per share, of the Corporation
(“Common Stock”) and one-half of one warrant (“Warrant”), each whole Warrant to purchase one share of Common
Stock.


 


The
undersigned hereby commits to purchase an aggregate of ____ units of the Corporation (“Initial Units”) at $10.00 per Initial
Unit, for an aggregate purchase price of $____ (the “Initial Purchase Price”). Additionally, if the underwriters in the IPO
(“Underwriters”) exercise their over-allotment option in full or part, the undersigned further commits to purchase up to
an additional ____ Units (“Additional Units” and together with the Initial Units, the “Private Units”) at $10.00
per Additional Unit for an aggregate purchase price of up to $____ (the “Over-Allotment Purchase Price” and together with
the Initial Purchase Price, the “Purchase Price”). The undersigned shall pay the Initial Purchase Price and Over-Allotment
Purchase Price (if any) for the Initial Units and Additional Units (if any) by wire transfer of immediately available funds to the trust
account established by the Corporation in connection with the IPO on the date the IPO and over-allotment option are consummated, respectively.


 


The
Private Units will be identical to the units to be sold by the Corporation in the IPO, except that:


 


	 	●	the undersigned agrees
    not to seek conversion, or seek to sell in any tender offer, in connection with any amendment to the Corporation’s charter
    documents or any proposed Business Combination any shares of Common Stock included in the Private Units;


 


	 	●	the Private Units and underlying
    securities will not be transferable by the undersigned until the consummation of a Business Combination (subject to certain exceptions
    as described in the Corporation’s registration statement filed in connection with the IPO (“Registration Statement”));


 


	 	●	the Private Units and the
    securities underlying the Private Units will be subject to customary registration rights, pursuant to a registration rights agreement
    on terms agreed upon by the Corporation and the Underwriters to be filed as an exhibit to the Registration Statement;


 


	 	●	the undersigned will not
    participate in any liquidation distribution with respect to the Private Units or the underlying securities if the Corporation fails
    to consummate a Business Combination; and


 


	 	●	the Private Units and the
    underlying securities will include any additional terms or restrictions as is customary in other similarly structured blank check
    company offerings or as may be reasonably required by the Underwriters in order to consummate the IPO, which terms or restrictions
    will be described in the Registration Statement.


 


The
undersigned further acknowledges and agrees that the Private Units and their component parts and the related registration rights will
be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(g)
of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of
sales in the IPO, subject to FINRA Rule 5110(g)(2). Additionally, the Private Units and their component parts and the related registration
rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date
of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners
of the undersigned and any such participating underwriter or selected dealer. Additionally, the Private Units and their component parts
and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness
or commencement of sales in the IPO. Additionally, the undersigned may not exercise demand or piggyback rights with respect to the Private
Units and their components parts after five (5) and seven (7) years, respectively, from the effective date of the Registration Statement
and may not exercise demand rights on more than one occasion.


 






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The
undersigned hereby represents and warrants that, as applicable:


 


	 	(a)	it has been advised that
    the Private Units and the underlying securities have not been registered under the Securities Act;


 


	 	(b)	it is acquiring the Private
    Units and the underlying securities for its account for investment purposes only;


 


	 	(c)	it has no present intention
    of selling or otherwise disposing of the Private Units or the underlying securities in violation of the securities;


 


	 	(d)	it is an “accredited
    investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended;


 


	 	(e)	it has had both the opportunity
    to ask questions and receive answers from the officers and directors of the Corporation and all persons acting on its behalf concerning
    the terms and conditions of the offer made hereunder;


 


	 	(f)	it is familiar with the
    proposed business, management, financial condition and affairs of the Corporation;


 


	 	(g)	it has full power, authority
    and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to consummate the transactions
    contemplated in this letter; and


 


	 	(h)	this letter constitutes
    a legal, valid and binding obligation, and is enforceable against it.


 


[signatures
follow]


 






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	 	Very truly yours,
	 	 	 
	 	EARLYBIRDCAPITAL, INC.
	 	 	 
	 	By: 	 
	 	 	Name: 	Steven Levine
	 	 	Title: 	Chief Executive Officer


 


	Accepted and Agreed:	 
	 	 	 
	LEGATO MERGER
    CORP. II	 
	 	 	 
	By: 	 	 
	 	Name: 	Gregory
Monahan	 
	 	Title: 	Chief Executive Officer	 


 


[Signature
Page to EBC Subscription Agreement]


 






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