Exhibit 10.4

   

  PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

   

  THIS PRIVATE PLACEMENT
    WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”),
    is entered into by and between Tiga Acquisition Corp. III, a Cayman Islands exempted company (the “Company”),
    and Tiga Sponsor III LLC, a Cayman Islands exempted company (the “Sponsor” or the “Purchaser”).

   

  WHEREAS, the Company
    intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
    each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Class A Ordinary
        Share”), and one-quarter of one warrant;

   

  WHEREAS, each whole
    warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per Class A Ordinary Share. as
    set forth in the Company’s registration statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the
    “SEC”), File Number 333-[•] (the “Registration Statement”), under the
    Securities Act of 1933, as amended (the “Securities Act”);

   

  AND WHEREAS, the Purchaser has agreed to
    purchase 5,333,333 warrants (or 5,933,333 in the aggregate if the over-allotment option in connection with the Public Offering
    is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the
    holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A ordinary share.

   

  NOW THEREFORE, in consideration
    of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
    are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

   

  AGREEMENT

   

  Section 1.      Authorization,
      Purchase and Sale; Terms of the Private Placement Warrants.

   

  A.       Authorization
      of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants
    to the Purchaser.

   

  B.       Purchase
      and Sale of the Private Placement Warrants.

   

  (i)       On
    the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser
    and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the
    Purchaser shall purchase from the Company, 5,333,333 Private Placement Warrants at a price of $1.50 per warrant for an aggregate
    purchase price of $8,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire
    transfer of immediately available funds to the Company, consisting of (i) $6,000,000 to the trust account, at JP Morgan Chase Bank,
    N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by Continental
    Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions and (ii) $2,000,000
    to the Company in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing
    Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available
    funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased
    by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry
    form.

   

  

  
  
    	 		 


  

  
     

  

  
   

  (ii)       On
    the date of any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and
    date as may be mutually agreed by the Purchaser and the Company (each such date, the “Over-allotment Closing Date”),
    the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement
    Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $900,000 (if the over-allotment option in connection
    with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall
    pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available
    funds to the Trust Account at least one (1) business day prior to such Over-allotment Closing Date. On the Over-allotment Closing
    Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds
    to the trust account, at JP Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100
    billion or more), maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s
    wiring instructions to be provided separately in advance of the Closing Date. The Company at its option, shall deliver a certificate
    evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name
    to the Purchaser, or effect such delivery in book-entry form.

   

  C.       Terms
      of the Private Placement Warrants.

   

  (i)       Each
    Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant
    agent on the IPO Closing Date, in connection with the Public Offering (a “Warrant Agreement”).

   

  (ii)       At
    the time of, or prior to, the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights
    agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration
    rights to the Purchaser relating to the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement
    Warrants.

   

  Section 2.      Representations
      and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private
    Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive
    each of the Closing Dates) that:

   

  A.       Incorporation
      and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the
    laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
    be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
    possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and
    the Warrant Agreement.

   

  
  
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  B.       Authorization;
      No Breach.

   

  (i)       The
    execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company
    as of the IPO Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance
    with its terms subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability
    relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity
    or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the
    Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms
    as of each of the Closing Dates.

   

  (ii)       The
    execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
    Placement Warrants, the issuance of the Class A Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment
    of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of each of the Closing
    Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result
    in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result
    in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to,
    or filing with, any court or administrative or governmental body or agency pursuant to the amended and restated memorandum and
    articles of association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated
    Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment
    or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities
    laws.

   

  C.       Title
      to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon
    registration in the Company’s register of members, the Class A Ordinary Shares issuable upon exercise of the Private Placement
    Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant
    to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser
    will have good title to the Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise of such Private Placement
    Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and
    under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens,
    claims or encumbrances imposed due to the actions of the Purchaser.

   

  D.       Governmental
      Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
    required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
    Company of any other transactions contemplated hereby.

   

  
  
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  E.       Regulation
      D Qualification. Neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial
    shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule
    506(d) of Regulation D under the Securities Act.

   

  Section 3.      Representations
      and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the
    Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
    and warranties shall survive each of the Closing Dates) that:

   

  A.       Organization
      and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
    contemplated by this Agreement.

   

  B.       Authorization;
      No Breach.

   

  (i)       This
    Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
    insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
    creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).

   

  (ii)       The
    execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
    does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or
    provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

   

  C.       Investment
      Representations.

   

  (i)       The
    Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Class A Ordinary
    Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account,
    for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

   

  (ii)       The
    Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
    Act, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the
    Securities Act.

   

  (iii)       The
    Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the
    registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth
    and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein
    in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.

   

  (iv)       The
    Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
    meaning of Rule 502(c) of Regulation D under the Securities Act.

   

  
  
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  (v)       The
    Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
    relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the
    opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment
    in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary
    to make an informed investment decision with respect to the acquisition of the Securities.

   

  (vi)       The
    Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on
    or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
    by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

   

  (vii)       The
    Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
    securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or
    (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
    neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state
    securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands
    that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and
    after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the
    securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available
    for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can
    be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities
    Act.

   

  (viii)       The
    Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with
    investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
    risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
    contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
    needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
    in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.

   

  (ix)       The
    Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant
    Agreement.

   

  Section 4.      Conditions
      of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants
    are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:

   

  A.       Representations
      and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
    of such Closing Date as though then made.

   

  
  
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  B.       Performance.
    The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
    are required to be performed or complied with by it on or before such Closing Date.

   

  C.       No
      Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
    entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
    organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
    contemplated by this Agreement or the Warrant Agreement.

   

  D.       Warrant
      Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration
    Rights Agreement on terms satisfactory to the Purchaser.

   

  Section 5.      Conditions
      of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the
    fulfillment, on or before each Closing Date, of each of the following conditions:

   

  A.       Representations
      and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and
    as of such Closing Date as though then made.

   

  B.       Performance.
    The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
    are required to be performed or complied with by the Purchaser on or before such Closing Date.

   

  C.       Corporate
      Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
    of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.

   

  D.       No
      Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
    entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
    organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
    contemplated by this Agreement or the Warrant Agreement.

   

  E.       Warrant
      Agreement. The Company shall have entered into the Warrant Agreement on terms satisfactory to the Company.

   

  Section 6.      Termination.
    This Agreement may be terminated at any time after December 31, 2021 upon the election by either the Company or the Purchaser upon
    written notice to the other party if the closing of the Public Offering does not occur prior to such date.

   

  Section 7.      Survival
      of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.

   

  Section 8.      Definitions.
    Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.

   

  
  
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  Section 9.      Miscellaneous.

   

  A.       Successors
      and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
    on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
    so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement.

   

  B.       Severability.
    Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
    law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
    ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

   

  C.       Counterparts.
    This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
    one party, but all such counterparts taken together shall constitute one and the same agreement.

   

  D.       Descriptive
      Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
    a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
    rather than by limitation.

   

  E.       Governing
      Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall
    be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles.

   

  F.       Amendments.
    This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by
    all parties hereto.

   

  [Signature Page Follows]

   

  
  
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  IN WITNESS WHEREOF,
    the parties hereto have executed this Agreement to be effective as of the date first set forth above.

   

  	 	COMPANY:	 
	 	TIGA ACQUISITION CORP. III	 
	 	 
	 	By:		 
	 	 	Name:	Diana Luo	 
	 	 	Title:	Chief Financial Officer	 


   

  	 	PURCHASER:	 
	 	TIGA SPONSOR III LLC	 
	 	 
	 	By:		 
	 	 	Name:	Ashish Gupta	 
	 	 	Title:	Manager	 


   

  [Signature Page to Private Placement
      Warrants Purchase Agreement]