Exhibit 10.1


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made as of November 22, 2021 by and between Legato Merger
Corp. II (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-260816 (“Registration Statement”) and prospectus
(“Prospectus”) for the initial public offering of the Company’s units (“Units”), each of
which consists of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and
one-half of one warrant, each whole warrant entitling the holder to purchase one share of Common Stock (such initial public offering
referred to as the “IPO”) has been declared effective as of the date hereof (“Effective Date”)
by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth
in the Registration Statement);


 


WHEREAS,
the Company has entered into an Underwriting Agreement (“Underwriting Agreement”) with EarlyBirdCapital, Inc. as representative
(the “Representative”) of the several underwriters (“Underwriters”) named therein;


 


WHEREAS,
as described in the Prospectus, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $243,600,000
($280,140,000 if the over-allotment option is exercised in full) of the proceeds from the IPO and a simultaneous private placement of
Units will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States
(the “Trust Account”) for the benefit of the Company and the holders of the Common Stock included in the Units issued
in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee and any interest subsequently earned thereon will be
referred to herein as the “Property”; the stockholders for whose benefit the Trustee shall hold the Property will
be referred to as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together
as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $8,400,000, or $9,660,000 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company to
the Representative upon the consummation of the Business Combination (as defined below); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


IT
IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the
Trustee initially at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion
or more) in the United States, maintained by Trustee, and at a brokerage institution selected by the Company that is reasonably satisfactory
to the Trustee;


 


(b)
Manage, supervise, and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the written instruction of the Company, either (i) invest and reinvest the Property in United States “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), having a maturity of 185 days or less, and/or in any open ended investment company registered under the Investment
Company Act that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7
promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations or (ii) cause the brokerage
institution referred to in 1(a) above to place the Property in a cash demand deposit account; it being understood that unless the Company
instructs the Trustee to do either of the foregoing, the Trust Account will earn no interest while account funds are uninvested awaiting
the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration during such periods;


 






     


     


    

 


(d)
Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)
Promptly notify the Company and the Representative of all communications received by it with respect to any Property requiring action
by the Company;


 


(f)
Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns;


 


(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as, and when instructed
by the Company to do so;


 


(h)
Render to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company and, in the case of a Termination Letter in a form
substantially similar to that attached hereto as Exhibit A, jointly acknowledged and agreed to by the Representative, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter
and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by
the Trustee within the period of time (the “Last Date”) provided 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 Trust Account
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto
and distributed to the Public Stockholders as of the Last Date; and


 


(j)
Upon receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf
of the Company by an authorized officer, distribute to Public Stockholders who exercised their redemption rights in connection with an
amendment to Article Sixth of the Company’s Amended and Restated Certificate of Incorporation (an “Amendment”)
an amount equal to the pro rata share of the Property relating to the Common Stock for which such Public Stockholders have exercised
redemption rights in connection with such Amendment.


 


2. Limited
Distributions of Income from Trust Account.


 


(a)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company
(X) to cover any income or other tax obligation owed by the Company, (Y) to pay for working capital requirements not to exceed $150,000
annually or (Z) liquidation expenses not to exceed $100,000.


 


(b)
The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except
as provided in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance
with Sections 1(i) or 1(j) hereof.


 








3. Agreements
and Covenants of the Company. The Company agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by any one of the Company’s authorized officers. The Trustee
shall be entitled to rely on such written instructions from the Company confirmed by telephone instruction from a person which the Trustee
in good faith believes to be given by any one of the persons authorized above to give written instructions;


 






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(b)
Subject to the provisions of Section 5 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and
against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with
any claim, potential claim, action, suit, or other proceeding brought against the Trustee which in any way arises out of or relates to
this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for
expenses and losses resulting from the Trustee’s gross negligence, fraud, or willful misconduct. Promptly after the receipt by
the Trustee of notice of demand or claim or the commencement of any action, suit, or proceeding, pursuant to which the Trustee intends
to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified
Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that
the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall
not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)
Pay the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant to Section
2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to
time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee
shall be deducted by the Trustee pursuant to Section 1(i) solely in connection with the consummation of a business combination
(a “Business Combination”). The Company shall pay the Trustee the initial acceptance fee and first year’s fee
at the consummation of the IPO and thereafter on the anniversary of the Effective Date;


 


(d)
In connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying the vote
of the Company’s stockholders regarding such Business Combination;


 


(e)
In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i),
the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f)
If the Company has an Amendment approved by its stockholders, provide the Trustee with an Amendment Notification Letter in the form of Exhibit
C providing instructions for the distribution of funds to Public Stockholders who exercise their redemption rights in connection
with such Amendment; and


 


(g)
Provide the Representative with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence that
it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


4. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
Take any action with respect to the Property, other than as directed in Sections 1 and 2 hereof, and
the Trustee shall have no liability to any party except for liability arising out of its own gross negligence, fraud, or willful misconduct;


 


(b)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in, or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)
Change the investment of any Property, other than in compliance with Section 1(c);


 


(d)
Refund any depreciation in principal of any Property;


 


(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 






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(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the exercise of its own best judgment (provided, that with respect to its duties under Sections 1(i), 1(j),
and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed
by telephone, in accordance with Section 3(a)), except for its gross negligence, fraud or willful misconduct. The Trustee 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 Trustee), 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 Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons (provided, that with
respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action
except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)). The Trustee
shall not be bound by any notice or demand, or any waiver, modification, termination, or rescission of this Agreement or any of the terms
hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or
rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)
Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any Business Combination
consummated by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)
File local, state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account or deliver
payee statements to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned
on the Property;


 


(i)
Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section
2(a) hereof);


 


(j)
Imply obligations, perform duties, inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein; or


 


(k)
Verify calculations, qualify, or otherwise approve Company requests for distributions pursuant to Sections 1(i), 1(j),
and 2(a) above.


 


5. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


6. Termination.
This Agreement shall terminate as follows:


 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms
of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that, in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or


 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section
1(i) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Section 3(b) and Section 5.


 






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7. Miscellaneous.


 


(a)
The Company and the Trustee will each restrict access to confidential information relating to funds being transferred to or from the
Trust Account to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons
may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
will rely upon all information supplied to it by the Company, including account names, account numbers, and all other identifying information
relating to a beneficiary, beneficiary’s bank, or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud, or willful misconduct, the Trustee shall not be liable for any loss, liability, or expense resulting from any
error in the information supplied to it or funds transferred based on such information.


 


(b)
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.


 


(c)
This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(d)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i) and 1(j) (which sections may not be modified, amended or deleted without the affirmative vote of a majority of the
then outstanding shares of Common Stock of the Company; provided that no such amendment will affect any Public Stockholder who has otherwise
indicated his, her or its election to redeem his, her or its shares of Common Stock in connection with a vote sought to amend this Agreement),
this Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto; provided,
however, that no such change, amendment or modification may be made without the prior written consent of the Representative. The Trustee
may require from Company counsel an opinion as to the propriety of any proposed amendment.


 


(e)
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 Trustee, to:


 


American
Stock Transfer & Trust Company


6201
15th Avenue


Brooklyn,
New York 11219


Attn:
John Baker


Email:
jbaker@astfinancial.com


 


if
to the Company, to:


 


Legato
Merger Corp. II


777
Third Avenue, 37th Floor


New
York, New York 10017


Attn:
Gregory Monahan, Chief Executive Officer


E-mail:
gmonahan@crescendopartners.com


 


in
either case with a copy (which copy shall not constitute notice) to:


 


EarlyBirdCapital,
Inc.


366
Madison Avenue, 8th Floor


New
York, NY 10017


Attn:
Steven Levine


E-mail:
slevine@ebccap.com


 






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and


 


Graubard
Miller


The
Chrysler Building


405
Lexington Avenue


New
York, New York 10174


Attn:
David Alan Miller, Esq.


E-mail:
dmiller@graubard.com


 


and


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, NY 10154


Attn:
Mitchell S. Nussbaum, Esq.


E-mail:
mnussbaum@loeb.com


 


(f)
This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)
Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder.


 


(h)
Each of the Company and the Trustee hereby acknowledge that the Representative is a third-party beneficiary of this Agreement.


 


[Signature
Page Follows]


 






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IN WITNESS WHEREOF, the
parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	AMERICAN STOCK TRANSFER & TRUST COMPANY,
    as Trustee
	 			 
	 	By:	/s/
Michael A. Nespoli
	 	 	Name: 	Michael A. Nespoli
	 	 	Title:	Executive Director, Relationship Management
	 		 	 
	 	LEGATO MERGER CORP. II
	 		 	 
	 	By:	/s/
    Gregory Monahan
	 	 	Name:	Gregory Monahan
	 	 	Title:	Chief Executive Officer


 


[Signature
page to the Investment Management Trust Agreement]



 






    7


     


    

 


SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 2	 	Billed to Company following disbursement made to Company under Section 2	 	$	250.00	 
	Paying Agent services as required pursuant to section 1(i) and 1(j)	 	Billed to Company upon delivery of service pursuant to section 1(i) and 1(j)	 	 	Prevailing rates	 






 






    Sch. A-1


     


    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company


6201
15th Avenue


Brooklyn,
New York 11219


Attn:
John Baker


 


Re:
Trust Account Termination Letter


 


Dear
Mr. Baker:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Legato Merger Corp. II (“Company”) and American
Stock Transfer & Trust Company, dated as of November 22, 2021 (“Trust Agreement”), this is to advise you that
the Company has entered into an agreement with [__________________] to consummate a business combination (“Business Combination”)
on or about [insert date]. The Company shall notify you at least 72 hours in advance of the actual date of the consummation
of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer
the proceeds to the Trust Account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will
not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated
and (ii) the Company shall deliver to you (a) [a certificate by the Chief Executive Officer, which verifies the vote of the Company’s
stockholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and the
Representative with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are
hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s letter
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall
direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon
the distribution of all the funds in the Trust Account pursuant to the terms hereof, your obligations under the Trust Agreement shall
be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the you of written instructions from
the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	LEGATO MERGER CORP. II
	 	 	 	 
	 	By:	 
	 	 	Name:	Gregory Monahan
	 	 	Title:	Chief Executive Officer


 






    A-1


     


    










 


	AGREED TO AND ACKNOWLEDGED BY	 
	 	 
	EARLYBIRDCAPITAL, INC.	 
	 	 
	By:	 	 
	 	Name: 	 	 
	 	Title:	 	 


 






    A-2


     


    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company


6201
15th Avenue


Brooklyn,
New York 11219


Attn:
John Baker


 


Re: Trust
Account Termination Letter


 


Dear
Mr. Baker:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Legato Merger Corp. II (“Company”) and American
Stock Transfer & Trust Company, dated as of November 22, 2021 (“Trust Agreement”), this is to advise you that
the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s
Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account and to transfer the total proceeds
of the Trust to the Trust Operating Account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company
has selected [____________, 20__] as the effective date for the purpose of determining when the Public Stockholders will be entitled
to receive their share of the liquidation proceeds. It is acknowledged that while the funds are on deposit in the Trust Operating Account
awaiting distribution, the Company will not earn any interest or dividends. You agree to be the Paying Agent of record and in your separate
capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement
and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account,
your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	LEGATO MERGER CORP. II
	 	 	 	 
	 	By:	 
	 	 	Name:	Gregory Monahan
	 	 	Title:	Chief Executive Officer


 


		cc:	EarlyBirdCapital,
Inc.



 






    B-1


     


    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company


6201
15th Avenue


Brooklyn,
New York 11219


Attn:
John Baker


 


Re: Trust
Account Amendment Notification Letter


 


Dear
Mr. Baker:


 


Reference
is made to the Investment Management Trust Agreement between Legato Merger Corp. II (“Company”) and American Stock
Transfer& Trust Company, dated as of November 22, 2021 (“Trust Agreement”). Capitalized words used herein and
not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant
to Section 1(j) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $____
of the total proceeds of the Trust to the Trust Account at [●] to await distribution to the Public Stockholders that have requested
conversion of their shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 


	 	Very truly yours,
	 	 
	 	LEGATO MERGER CORP. II
	 	 	 	 
	 	By:	 
	 	 	Name:	Gregory Monahan
	 	 	Title:	Chief Executive Officer


 


		cc:	EarlyBirdCapital,
Inc.



 






    C-1


     


    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company


6201
15th Avenue


Brooklyn,
New York 11219


Attn:
John Baker


 


Re: Trust
Account Withdrawal Letter


 


Dear
Mr. Baker:


 


Pursuant
to Section 2(a) of the Investment Management Trust Agreement between Legato Merger Corp. II (“Company”) and American
Stock Transfer & Trust Company, dated as of November 22, 2021 (“Trust Agreement”), the Company hereby requests
that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company needs such
funds to pay for its [income or other tax obligations][working capital requirements, which will not exceed $150,000 annually][dissolution
and liquidation expenses, which expenses will not exceed $100,000].


 


In
accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	LEGATO MERGER CORP. II
	 	 	 	 
	 	By:	 
	 	 	Name:	 Gregory Monahan
	 	 	Title:	 Chief Executive Officer


 


		cc:	EarlyBirdCapital,
Inc.



 






    D-1