Exhibit 4.1


 


	
        NUMBER

        U-__________

         
	 	UNITS
	SEE REVERSE FOR CERTAIN DEFINITIONS	LEGATO MERGER CORP.	 


 


CUSIP 52473X205


 


UNITS CONSISTING OF ONE
SHARE OF COMMON STOCK AND 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.,
a Delaware corporation (the “Company”), and one warrant of the Company (“Warrant”). Each
Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will
become exercisable on the later of (i) 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 (ii) 12 months from the closing of the Company’s initial public offering (“IPO”), 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 ___________, 2020, between the Company and Continental 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 1 State Street, 30th Floor, New York, New York 10004, 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.


 


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.