Exhibit 10.3


 


STOCK ESCROW AGREEMENT


 


STOCK ESCROW AGREEMENT,
dated as of January 19, 2021 (“Agreement”), by and among Legato Merger Corp., a Delaware corporation (“Company”),
the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and Continental Stock Transfer & Trust
Company, a New York limited purpose trust company (“Escrow Agent”).


 


WHEREAS, the Company
was formed for the purpose of completing a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination (a “Business Combination”) with one or more businesses or entities.


 


WHEREAS, in June 2020,
the Founders purchased an aggregate of 5,031,250 shares of the
Company’s common stock, par value $0.0001 per share (“Common Stock”) in a private placement, for an aggregate
purchase price of $25,000, and, in January 2021, the Company effected
a dividend of approximately 0.17 shares of Common Stock for each outstanding share of Common Stock, resulting in the Founders holding
an aggregate of 5,893,750 shares of Common Stock;


 


WHEREAS, the Company
has entered into an Underwriting Agreement, dated January 19, 2021 (“Underwriting Agreement”), with EarlyBirdCapital,
Inc. (the “Representative”) acting as representative of the several
underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed
to purchase 20,500,000 units (“Units”) of the Company, plus up to an additional 3,075,000 Units if the Representative
exercises the over-allotment option in full. Each Unit consists of one share of Common Stock and one warrant (“Warrant”),
each Warrant to purchase one share of Common Stock, all as more fully described in the Company’s final Prospectus, dated
January 19, 2021 (“Prospectus”) comprising part of the Company’s Registration Statements on Form S-1 (File No.
333-248997) and Form S-1MEF (File No. 252240) under the Securities Act of 1933, as amended (together, the “Registration Statement”),
which became effective on January 19, 2021 (“Effective Date”).


 


WHEREAS, the Founders
have agreed as a condition of the sale of the Units to deposit their shares of Common Stock of the Company in escrow as hereinafter
provided.


 


WHEREAS, the Company
and the Founders desire that the Escrow Agent accept the shares of Common Stock, in escrow, to be held and disbursed as hereinafter
provided.


 


IT IS AGREED:


 


1. Appointment
of Escrow Agent. The Company and the Founders hereby appoint the Escrow Agent to act in accordance with and subject to the
terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to
such terms.


 


2. Deposit
of Shares. On or before the Effective Date, the Founders’ respective shares of Common Stock set forth on Exhibit A hereto
shall be deposited in escrow, to be held and disbursed subject to the terms and conditions of this Agreement. The Founders acknowledge
that the shares deposited in escrow will be legended to reflect the deposit of such shares under this Agreement.


 


3. Disbursement
of the Escrow Shares.


 


3.1 If the over-allotment
option to purchase all or a portion of the additional 3,075,000 Units of the Company is not exercised in full within 45 days of
the date of the Prospectus (as described in the Underwriting Agreement), the Founders agree that the Escrow Agent shall return
to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 768,750 by a fraction,
(i) the numerator of which is 3,075,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters
upon the exercise of the over-allotment option, and (ii) the denominator of which is 3,075,000. The Company shall promptly provide
notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased
by the Underwriters in connection with the exercise thereof.


 






     


     


    

 


3.2 Except as otherwise
set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above
(such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) one year after the
date of the consummation of an initial Business Combination, (ii) the date on which the closing price of the Common Stock equals
or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading
days within any 30-trading day period following the consummation of the Business Combination, or (iii) after the consummation of
an initial Business Combination, the consummation of a liquidation, merger, stock exchange or other similar transaction which results
in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities, or other
property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement
of any of the conditions set forth above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable
to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Founder’s
Escrow Shares to the applicable Founder. The Escrow Agent shall have no further duties hereunder after the disbursement of the
Escrow Shares in accordance with this Section 3.2.


 


3.3 Notwithstanding
the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s
Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the
Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing
the Escrow Shares to the Founders promptly after the public stockholders are paid the liquidating distributions and shall have
no further duties hereunder.


 


4. Rights of
Founders in Escrow Shares.


 


4.1 Voting Rights
as a Stockholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided,
the Founders shall retain all of their rights as stockholders of the Company as long as any shares are held in escrow pursuant
to this Agreement, including, without limitation, the right to vote such shares.


 


4.2 Dividends
and Other Distributions in Respect of the Escrow Shares. For as long as any shares are held in escrow pursuant to this Agreement,
all dividends payable in cash with respect to the Escrow Shares shall be paid to the Founders, but all dividends payable in stock
or other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with
the terms hereof. As used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed
thereon, if any.


 


4.3 Restrictions
on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (i) to officers, directors,
consultants or affiliates of the Founders or the Company, (ii) to a Founder’s stockholders, partners or members upon such
Founder’s liquidation, (iii) by bona fide gift to a member of the Founders’ immediate family or to a trust, the beneficiary
of which is a Founder or a member of a Founder’s immediate family for estate planning purposes, (iv) by virtue of the laws
of descent and distribution upon death of a Founder, (v) pursuant to a qualified domestic relations order binding on a Founder,
(vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination or (vii) by private
sales of the Escrow Shares made at or prior to the consummation of a Business Combination at prices no greater than the price at
which the Escrow Shares were originally purchased; provided, however, that except for clause (vi) or with the Company’s prior
written consent, such permitted transfers may be implemented only upon the respective transferee’s written agreement to be
bound by the terms and conditions of this Agreement and of the Insider Letter signed by the Founder transferring the shares.


 


4.4 Insider Letters.
The Founders have executed letter agreements with the Company and the Representative, dated as of the date hereto, the form of
which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and obligations
of such Founders in certain events, including, but not limited to, the liquidation of the Company.


 






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5. Concerning
the Escrow Agent.


 


5.1 Good Faith
Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its
own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not
only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which is believed by the Escrow Agent in good faith to be genuine and to be signed or presented
by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties
and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.


 


5.2 Indemnification.
Subject to Section 5.8 below, the Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses,
including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or
other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the
services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the
gross negligence, fraud or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of
any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto
in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the
nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the
Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final, non-appealable
order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Shares
are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is
discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3 Compensation.
Subject to Section 5.8 below, the Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered
by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all reasonable expenses paid or
incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’
fees and disbursements and all taxes or other governmental charges.


 


5.4 Further Assurances.
From time to time on and after the date hereof, the Company and the Founders shall deliver or cause to be delivered to the Escrow
Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure
itself that it is protected in acting hereunder.


 


5.5 Resignation.
The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties
hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective
at such time that the Escrow Agent shall turn the Escrow Shares over to a successor escrow agent appointed by the Company and approved
by the Representative, which approval will not be unreasonably withheld, conditioned or delayed. If no new escrow agent is so appointed
within the 60-day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with
any court it reasonably deems appropriate in the State of New York.


 


5.6 Discharge
of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested
in writing at any time by all of the other parties hereto; provided, however, that such resignation shall become effective only
upon the appointment of a successor escrow agent selected by the Company and approved by the Representative, which approval will
not be unreasonably withheld, conditioned or delayed.


 


5.7 Liability.
Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross
negligence, fraud or willful misconduct.


 


5.8 Waiver.
The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the Trust Account for any reason whatsoever.


 






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6. Miscellaneous.


 


6.1 Governing
Law. This 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.
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough
of Manhattan, for purposes of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury.


 


6.2 Third Party
Beneficiaries. Each of the parties to this Agreement hereby acknowledges that the Representative is a third party beneficiary
of this Agreement.


 


6.3 Entire Agreement.
This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly
provided herein, may only be changed, amended, or modified by a writing signed by each of the parties hereto.


 


6.4 Headings.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
thereof.


 


6.5 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives,
successors and assigns.


 


6.6 Notices.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery,
by email or by facsimile transmission:


 


If to the Company, to:


 


Legato Merger
Corp.


777 Third Avenue,
37th Floor


New York, NY
10017


Attn: David
Sgro


Email: dsgro@crescendopartners.com


 


If to a Founder, to his/her/its
address set forth in Exhibit A.


 


and if to the Escrow
Agent, to:


 


Continental Stock Transfer
& Trust Company


1 State Street, 30th
Floor


New York, New York
10004


Attn: Client Administration
Dept.


Fax No.:


Email: accountadmin@continentalstock.com


 


A copy of any notice
sent hereunder shall be sent to:


 


EarlyBirdCapital,
Inc.


366 Madison
Ave 8th Floor


New York, NY
10017


Attn: Steven
Levine


Fax No.:


Email: slevine@ebccap.com


 






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with a copy to:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.
/ Jeffrey M. Gallant, Esq.


Fax No.: (212) 818-8881


Email: dmiller@graubard.com /
jgallant@graubard.com


 


and:


 


Loeb &
Loeb LLP


345 Park Avenue


New York, NY
10154


Attn: Mitchell
S. Nussbaum, Esq. / Giovanni Caruso, Esq.


Fax No.:


Email: mnussbaum@loeb.com
/ gcaruso@loeb.com


 


The parties may change
the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change
in the manner provided herein for giving notice.


 


6.7 Liquidation
of the Trust Account. The Company shall give the Escrow Agent written notification of the liquidation of the Trust Account
in the event that the Company fails to consummate a Business Combination within the time period specified in the Company’s
Amended and Restated Certificate of Incorporation, as the same may be amended from time to time.


 


6.8 Counterparts.
This Agreement may be executed in several counterparts, each one of which shall constitute an original and may be delivered by
facsimile transmission and together shall constitute one instrument.


 


 


[Signature Page Follows]


 









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WITNESS the execution
of this Agreement as of the date first above written.


 


	 	LEGATO MERGER CORP. 
	 	 
	 	By:	David D. Sgro                     
	 	Name: 	David D. Sgro
	 	Title:	Chief Executive Officer
	 	 
	 	 
	 	
        CONTINENTAL STOCK TRANSFER & TRUST

        COMPANY

	 	 
	 	By:	/s/ Erika Young
	 	Name:	Erika Young
	 	Title:	Vice President


 


	 	FOUNDERS:
	 	 
	 	/s/ David D. Sgro
	 	Name: David Sgro
	 	 
	 	/s/ Eric Rosenfeld
	 	Name: Eric Rosenfeld


 


	 	ERIC ROSENFELD 2017 TRUST NO.1
	 	 	 
	 	By:	/s/ David D. Sgro
	 	 	Name: David D. Sgro
	 	 	Title: Trustee
	 	 	 
	 	ERIC ROSENFELD 2017 TRUST NO.2
	 	 	 
	 	By:	/s/ David D. Sgro
	 	 	Name: David D. Sgro
	 	 	Title: Trustee


 


	 	/s/ Adam Jaffe
	 	Name: Adam Jaffe


 


 


 


[Signature Page to Stock Escrow Agreement]





 






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	 	DE JONG & CO.
	 	 	 
	 	By:	/s/ Louis De Jong
	 	 	Name: Louis De Jong
	 	 	Title: Managing Director


 


	 	/s/ Brian Pratt
	 	Name: Brian Pratt


 


	 	TRIPLE J HOLDINGS II, LLC
	 	 	 
	 	By:	/s/ Adam Semler
	 	 	Name: Adam Semler
	 	 	Title: Manager
	 	 	 
	 	WHITE STAR PARTNERS, LP
	 	 	 
	 	By:	/s/ D. Blair Baker
	 	 	Name: D. Blair Baker
	 	 	Title: General Partner


 


	 	/s/ John Ing
	 	Name: John Ing
	 	 
	 	/s/ Craig Martin
	 	Name: Craig Martin
	 	 
	 	/s/ Gregory Monahan
	 	Name: Gregory Monahan
	 	 
	 	/s/ Stephen Lack
	 	Name: Stephen Lack
	 	 
	 	TAH CAPITAL, LLC


 


	 	By:	/s/ Thomas Harrington
	 	 	Name: Thomas Harrington
	 	 	Title: Director


 


	 	/s/ Jeremy Fowden
	 	Name: Jeremy Fowden


 


[Signature Page to Stock Escrow Agreement]






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	 	ARBUTUS FAMILY HOLDINGS LTD.
	 	 	 
	 	By:	/s/ Kelly Edmison               
	 	 	Name: Kelly Edmison
	 	 	Title: President
	 	 	 
	 	ANCORA MERLIN LP
	 	 	 
	 	By:	/s/ Ryan Hummer
	 	 	Name: Ryan Hummer
	 	 	Title: Director
	 	 	 
	 	ANCORA MERLIN INSTITUTIONAL LP
	 	 	 
	 	By:	/s/ Ryan Hummer
	 	 	Name: Ryan Hummer
	 	 	Title: Director
	 	 	 
	 	ANCORA CATALYST LP
	 	 	 
	 	By:	/s/ Ryan Hummer
	 	 	Name: Ryan Hummer
	 	 	Title: Director
	 	 	 
	 	ANCORA CATALYST INSTITUTIONAL LP
	 	 	 
	 	By:	/s/ Ryan Hummer
	 	 	Name: Ryan Hummer
	 	 	Title: Director
	 	 	 
	 	EARLYBIRDCAPITAL, INC.
	 	 	 
	 	By:	/s/ Steven Levine
	 	 	Name: Steven Levine
	 	 	Title: CEO


 


[Signature Page to Stock Escrow Agreement]


 






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EXHIBIT A


 


	Name and Address of Founder	 	Number of Shares
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


 


 


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