Exhibit
4.3


 


	NUMBER

    ________-
	 	(SEE
    REVERSE SIDE FOR LEGEND)

    THIS
    WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW)

     
	 	WARRANTS


LEGATO
MERGER CORP. II


 


CUSIP
52473Y 112


 


WARRANT


 


THIS
CERTIFIES THAT, for value received


 


is the registered holder of a warrant or warrants
(the “Warrant(s)”) of Legato Merger Corp. II, a Delaware corporation (the “Company”), expiring at
5:00 p.m., New York City time, on the five year anniversary of the Company’s completion of an initial merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities
(a “Business Combination”) or earlier upon redemption or liquidation of the trust account established in connection
with the Company’s initial public offering, to purchase one fully paid and non-assessable share of common stock, par value $0.0001
per share (“Shares”), of the Company for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the
holder thereof to purchase from the Company, commencing thirty days after the Company’s completion of an initial Business Combination,
such number of Shares of the Company at the Warrant Price (as defined below), upon surrender of this Warrant Certificate and payment of
the Warrant Price at the office or agency of American Stock Transfer & Trust Company (the “Warrant Agent”), but
only subject to the conditions set forth herein and in the Warrant Agreement between the Company and American Stock Transfer & Trust
Company. In no event will the Company be required to net cash settle any warrant exercise. The term “Warrant Price”
as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised.
The initial Warrant Price per Share is equal to $11.50 per share. The Warrant Agreement provides that upon the occurrence of certain events
the Warrant Price, the Redemption Trigger Price (defined below) and the number of Shares purchasable hereunder, set forth on the face
hereof, may, subject to certain conditions, be adjusted.



 


No
fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction
of a Share upon any exercise of a Warrant, the Company shall, upon such exercise, round up to the nearest whole number the number of
Shares to be issued to such holder.


 


Upon
any exercise of the Warrant for less than the total number of Shares provided for herein, there shall be issued to the registered holder
hereof or the registered holder’s assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not
been exercised.


 


Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder in person or by attorney duly authorized
in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of
Warrants.


 


Upon
due presentment for registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in
exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable
tax or other governmental charge imposed in connection therewith.


 


The
Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


Neither
the Warrants nor this Warrant Certificate entitles the registered holder to any of the rights of a stockholder of the Company.


 


The
Company reserves the right to call the Warrant at any time prior to its exercise with a notice of call in writing to the holders of record
of the Warrant, giving at least 30 days’ notice of such call, at any time while the Warrant is exercisable, if the reported closing
price of the Shares has been at least $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) (the “Redemption Trigger Price”) for any 20 trading days within a 30 trading day period (the “30-day
trading period”) commencing after the Warrants become exercisable and ending on the third business day prior to the date on
which notice of such call is given and if, and only if, there is a current registration statement in effect with respect to the Shares
underlying the Warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the
date of redemption. The call price of the Warrants is to be $0.01 per Warrant. Any Warrant either not exercised or tendered back to the
Company by the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value
except for the $0.01 call price.


 


	By	 	 	 	 
	 	 	 	 	 
	 	President	 	 	Secretary


 






     


     


    

 


SUBSCRIPTION
FORM


 


To
Be Executed by the Registered Holder in Order to Exercise Warrants


 


The
undersigned Registered Holder irrevocably elects to exercise ______________ Warrants represented by this Warrant Certificate, and
to purchase the Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued
in the name of


 


 


 


(PLEASE
TYPE OR PRINT NAME AND ADDRESS)


 


 


 


 


 


 


(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)


 


and
be delivered to                                                                                                                                                                      


(PLEASE
PRINT OR TYPE NAME AND ADDRESS)


 


 


and,
if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the
balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:


 


	Dated: _____________________	 	 
	 	 	(SIGNATURE)
	 	 	 
	 	 	 
	 	 	(ADDRESS)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(TAX IDENTIFICATION NUMBER)


 






     


     


    

 


ASSIGNMENT


 


To
Be Executed by the Registered Holder in Order to Assign Warrants


 


For
Value Received, _______________________ hereby sell, assign, and transfer unto


 


 


 


(PLEASE
TYPE OR PRINT NAME AND ADDRESS)


 


 


 


 


 


 


(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)


 


and
be delivered to                                                                                                                                                                      


(PLEASE
PRINT OR TYPE NAME AND ADDRESS)


 


______________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint _________________________________
Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


	Dated: _____________________	 	 
	 	 	(SIGNATURE)


 


The
signature to the assignment of the Subscription Form must correspond to the name written upon the face of this Warrant Certificate in
every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or trust company
or a member firm of the NYSE American, Nasdaq, New York Stock Exchange, Pacific Stock Exchange, or Chicago Stock Exchange.