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.


 


CUSIP
52473X114


 


WARRANT


 


THIS
CERTIFIES THAT, for value received


 


is
the registered holder of a warrant or warrants (the “Warrant(s)”) of Legato Merger Corp., 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 on the later of (a) _______, 2021 and (b) 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 Continental 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 Continental
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.