Exhibit
4.1


 


	NUMBER

    U-__________

     
	 	UNITS
	SEE REVERSE FOR CERTAIN
    DEFINITIONS	LEGATO MERGER CORP. II	 


 


CUSIP
52473Y 203


 


UNITS
CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE WARRANT


 


THIS
CERTIFIES THAT ______________________________________________________________________________________________


 


is
the owner of ______________________________________________________________________________ Units.


 


Each Unit (“Unit”) consists of
one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Legato Merger Corp. II, a Delaware
corporation (the “Company”), and one-half of one warrant of the Company (“Warrant”). Each whole
Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become
exercisable 30 days after the Company’s completion of an initial merger, capital stock exchange, asset acquisition, or other similar
business combination with one or more businesses or entities (a “Business Combination”) and will expire unless exercised
before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial Business Combination, or earlier upon
redemption or liquidation. The Common Stock and Warrant(s) comprising the Unit(s) represented by this certificate are not transferable
separately until ninety (90) days following the IPO, unless EarlyBirdCapital, Inc. informs the Company of its decision to allow earlier
separate trading, except that in no event will the Common Stock and Warrants be separately tradeable until the Company has filed an audited
balance sheet reflecting the Company’s receipt of the gross proceeds of its initial public offering and issued a press release
announcing when such separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of ___________,
2021, between the Company and American Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions
contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant
Agreement are on file at the office of the Warrant Agent at 6201 15th Avenue, Brooklyn, NY 11219, and are available to any Warrant holder
on written request and without cost.


 


This
certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company. Witness the facsimile seal of the Company
and the facsimile signatures of its duly authorized officers.


 


	By	 
	 	 
	__________________________________________	____________________________________________
	Chairman	Secretary


 


Legato
Merger Corp. II


 


The
Company will furnish without charge to each unitholder who so requests, a statement of 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.


 






     


     


    

 


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.


 


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)


 


 


	 	Units


 


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


 


 


	 	Attorney


to
transfer the said Units 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 with respect to the
common stock underlying this certificate 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.