Exhibit
10.1


 


[____________
__, 2021]


 


Legato
Merger Corp. II


777
Third Avenue, 37th Floor


New
York, NY 10017


 


EarlyBirdCapital,
Inc.


366
Madison Ave 8th Floor


New
York, NY 10017


 


	 	Re:	Initial Public Offering


 


Ladies
and Gentlemen:


 


This
letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and between Legato Merger Corp. II, a Delaware corporation (the “Company”),
and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named in Schedule
I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole warrant exercisable
for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph
12 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition
of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the undersigned hereby agrees, severally but not jointly, with the Company as follows:


 


1.
If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock
beneficially owned by him, her, or it, whether acquired before, in, or after the IPO, in favor of such Business Combination.


 


2.
(a) In the event that the Company fails to consummate a Business Combination within the time period set forth in the Company’s
Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Certificate of Incorporation”),
the undersigned will, as promptly as possible, take all necessary actions to cause the Company to (i) cease all operations except for
the purpose of winding up, (ii) not more than ten (10) business days thereafter, redeem the IPO shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned funds held in the Trust Account
(less up to $100,000 to pay liquidation expenses and net of interest released to the Company to pay taxes as permitted pursuant to the
Trust Agreement), divided by the number of then outstanding IPO Shares, which redemption will extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidation distributions, if any), and (iii) following such redemption, subject
to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject
in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and other
requirements of applicable law.


 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account
(“Claim”) with respect to the shares of Founders’ Common Stock owned by the undersigned and hereby waives
any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and
will not seek recourse against the Trust Account for any reason whatsoever. The undersigned acknowledges and agrees that there will be
no distribution from the Trust Account with respect to any Warrants, all rights of which will terminate on the Company’s liquidation.


 






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[(c)
In the event of the liquidation of the Trust Account, Crescendo Advisors LLC, an affiliate of the undersigned agrees to indemnify and
hold harmless the Company for any debts and obligations to target businesses or vendors or other entities that are owed money by the
Company for services rendered or contracted for or products sold to the Company, but only to the extent necessary to ensure that such
debt or obligation does not reduce the amount of funds in the Trust Account below $10.15 per share; provided that such indemnity shall
not apply (i) if such vendor or prospective target business executed an agreement waiving any right, title, interest or claim of any
kind they may have in or to any monies held in the Trust Account, or (ii) as to any claims under the Company’s obligation to indemnify
the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”).]1


 


3.
The undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested
independent directors and the Company must obtain an opinion from an independent investment banking firm, or another independent entity
that commonly renders valuation opinions, that such Business Combination is fair to the Company’s unaffiliated stockholders from
a financial point of view.


 


4.
Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation, finder
fee or other cash payment prior to, or for services rendered in order to effectuate, the consummation of the Business Combination; provided
that the Company shall be allowed to make the payments set forth in the Registration Statement under the caption “Prospectus Summary
– The Offering – Limited payments to insiders.”


 


5.
(a) The undersigned will place into escrow all shares of Founders’ Common Stock owned by him/her/it pursuant to the terms of a
Stock Escrow Agreement which the Company will enter into with the undersigned and an escrow agent.


 


(b)
The undersigned agrees that until after the Company consummates a Business Combination, all Private Securities owned by him/her/it will
be subject to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s Private Securities.


 


6.
(a) In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned hereby
agrees that until the earliest of the Company’s initial Business Combination or liquidation, the undersigned shall present to the
Company for its consideration, prior to presentation to any other entity, any suitable target business, subject to any fiduciary or contractual
obligations the undersigned might have.


 


(b)
The undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company may be irreparably injured in the event
of a breach of any of the obligations contained in this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such
breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may
have in law or in equity, in the event of such breach.


 


 





 








		1	For Rosenfeld letter only.



 






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7.
The undersigned’s biographical information previously furnished to the Company and the Representative is true and accurate in all
respects, does not omit any material information with respect to the undersigned’s background and contains all of the information
required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. The undersigned’s FINRA
Questionnaire previously furnished to the Company and the Representative is true and accurate in all respects. The undersigned represents
and warrants that:2


 


	 	(a)	he/she has never had a
    petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him/her or any partnership in
    which he/she was a general partner at or within two years before the time of filing; or (ii) any corporation or business association
    of which he/she was an executive officer at or within two years before the time of such filing;


 


	 	(b)	he/she has never had a
    receiver, fiscal agent or similar officer been appointed by a court for his/her business or property, or any such partnership;


 


	 	(c)	he/she has never been convicted of fraud in a civil
    or criminal proceeding;


 


	 	(d)	he/she has never been convicted
    in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and minor offenses);


 


	 	(e)	he/she has never been the
    subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
    permanently or temporarily enjoining or otherwise limiting him/her from (i) acting as a futures commission merchant, introducing
    broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated
    by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the foregoing, or
    as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment
    company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection
    with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection
    with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities or federal
    commodities laws;


 


	 	(f)	he/she has never been the
    subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring,
    suspending or otherwise limiting for more than 60 days his/her right to engage in any activity described in 9(e)(i) above, or to
    be associated with persons engaged in any such activity;


 


	 	(g)	he/she has never been found
    by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, where
    the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 


	 	(h)	he/she has never been found
    by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, where the judgment
    in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


	 	(i)	he/she has never been the
    subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or finding, not subsequently reversed,
    suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation, (ii)
    any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
    injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order, or removal
    or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;


  






 





 






		2	For officer, director,
    and promoter letter only.


 






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	 	(j)	he/she has never been the
    subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization,
    any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members
    or persons associated with a member;


 


	 	(k)	he/she has never been convicted
    of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false
    filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities
    dealer, investment advisor or paid solicitor of purchasers of securities;


  


	 	(l)	he/she was never subject
    to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state authority
    that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer
    of a state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading Commission; or the National
    Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive
    conduct;


 


	 	(m)	he/she has never been subject
    to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such sale, restrained or enjoined him/her
    from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security; (ii)
    involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker,
    dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;


 


	 	(n)	he/she has never been subject
    to any order of the SEC that orders him/her to cease and desist from committing or causing a future violation of: (i) any scienter-based
    anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section
    10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers Act or any other rule or regulation thereunder;
    or (ii) Section 5 of the Securities Act;


 


	 	(o)	he/she has never been named
    as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the subject of a refusal
    order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation or proceeding
    to determine whether a stop order or suspension order should be issued;


 


	 	(p)	he/she has never been subject
    to a United States Postal Service false representation order, or is currently subject to a temporary restraining order or preliminary
    injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money
    or property through the mail by means of false representations;


 


	 	(q)	he/she is not subject to
    a final order of a state securities commission (or an agency of officer of a state performing like functions); a state authority
    that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer
    of a state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading Commission; or the National
    Credit Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission, authority,
    agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or
    credit union activities;


  






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	 	(r)	he/she is not subject to
    an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934, as amended (the “Exchange
    Act”), or section 203(e) or 203(f) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”),
    that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer or investment
    adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties on, such person;
    or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any penny stock; and


 


	 	(s)	he/she has never been suspended
    or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory organization
    (e.g., a registered national securities exchange or a registered national or affiliated securities association) for any act or omission
    to act constituting conduct inconsistent with just and equitable principles of trade.


 


8.
The undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this Letter
Agreement [and to serve as a director and/or officer of the Company].


 


9.
The undersigned hereby waives any right to exercise redemption rights with respect to any shares of the Company’s common stock
owned or to be owned by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), whether such
shares be part of the Founders’ Common Stock or shares purchased by the undersigned in the IPO or in the aftermarket, and agrees
not to seek redemption with respect to such shares in connection with any vote to approve a Business Combination (or sell such shares
to the Company in a tender offer in connection with such a Business Combination).


 


10.
The undersigned hereby agrees to not propose, or vote in favor of, an amendment to Article Sixth of the Certificate of Incorporation
prior to the consummation of a Business Combination unless the Company provides public stockholders with the opportunity to redeem their
shares of Common Stock for cash upon such approval in accordance with such Article Sixth thereof.


 


11.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of the
Company and the undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way
to this Letter Agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York
of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 


12. As used herein,
(i) a “Business Combination” means a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
means all officers, directors and sponsors of the Company immediately prior to the IPO; (iii) “Founders’ Common Stock”
means all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares”
means the shares of Common Stock issued in the Company’s IPO; (v) “Private Securities” means the units
that are being sold privately by the Company simultaneously with the consummation of the IPO; (vi) “Trust Agreement”
means the Investment Management Trust Agreement between the Company and American Stock Transfer & Trust Company being entered into
in connection with the IPO and governing the use of funds held in the Trust Account; (vii) “Trust Account”
means the trust account into which a portion of the net proceeds of the IPO and sale of Private Securities will be deposited; and (viii)
“Registration Statement” means the Company’s registration statement on Form S-1 (SEC File No. 333-_____)
filed with the Securities and Exchange Commission.




 


13.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed,
amended, modified or waived (other than to correct a typographical error), except by a written instrument executed by all parties hereto.


 


14.
Each of the undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative
of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject
matter hereof.


 


[Signature
Page Follows]


 






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	 	[_____]
	 	Print Name of Insider
	 	 
	 	 
	 	Signature
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	LEGATO MERGER CORP. II
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 






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