Exhibit
4.2


 


	NUMBER	 	SHARES


 


______C


 


LEGATO
MERGER CORP. II


 


INCORPORATED
UNDER THE LAWS OF DELAWARE


 


COMMON
STOCK


 


SEE
REVERSE FOR

CERTAIN DEFINITIONS


 


	This Certifies that	CUSIP 52473Y
    104


 


is
the owner of


 


FULLY
PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF


 


LEGATO
MERGER CORP. II


 


transferable
on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed. 


The
Company will be forced to redeem all of its shares of Common Stock and liquidate if it is unable to complete an initial business


combination
within the time period set forth in the Company’s Amended and Restated Certificate of Incorporation, as in effect at such time.

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.


 


Dated:


 


	 	 	 	 
	 	CHAIRMAN	 	SECRETARY


 





  


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:


 


	TEN COM –	as tenants in common	 	UNIF GIFT MIN ACT - 	 	Custodian 	 	 
	TEN ENT –	as tenants by the entireties	 	 	(Cust)	 	(Minor)	 
	JT TEN –	as joint tenants with right of survivorship	 	under Uniform
    Gifts to Minors
	 	and not as tenants in common	 	Act ______________
        
	 	 	 	(State)


 


Additional
abbreviations may also be used though not in the above list.


 






     


     


    

 


Legato
Merger Corp. II


 


The
Company will furnish without charge to each stockholder who so requests the powers, designations, preferences, and relative, participating,
optional, or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences, and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the
provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors (copies of which
may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.


 


For
value received, ___________________________ hereby sell, assign and transfer unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING
NUMBER OF ASSIGNEE


 


	 

                                                                                 
	 


 


 


 


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


	 
	 
	 	shares


 


of
the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint


 


__________________________________________________________________________________
Attorney to transfer the said stock on the books of the within named Company with full power of substitution in the premises.


 


	Dated	 	 


 


 


	 	 	 
	 	Notice: 	The signature
    to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration
    or enlargement or any change whatever.


 


	Signature(s) Guaranteed:	 
	 	 
	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY
    AN ELIGIBLE GUARANTOR INSTITUTION
	(BANKS, STOCKBROKERS, SAVINGS AND LOAN
    ASSOCIATIONS AND CREDIT UNIONS WITH
	MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
    MEDALLION PROGRAM,
	PURSUANT TO S.E.C. RULE 17Ad-15).


 


The
holder(s) of this certificate shall be entitled to receive a pro-rata portion of the funds from the trust account only in the event that
(i) the Corporation is forced to liquidate because it does not consummate an initial business combination within the period of time set
forth in the Corporation’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the
“Charter”) or (ii) if the holder seeks to convert his shares upon consummation of, or sell his shares in a tender offer in
connection with, an initial business combination or in connection with certain amendments to the Charter. In no other circumstances shall
the holder(s) have any right or interest of any kind in or to the trust account.