Exhibit 4.4

   

  WARRANT AGREEMENT

  between

  TIGA ACQUISITION CORP. III

  and

  CONTINENTAL STOCK TRANSFER & TRUST
    COMPANY

   

  Dated [•], 2021

   

  THIS WARRANT AGREEMENT (this
    “Agreement”), dated as of [•], 2021, is entered into by and between Tiga Acquisition Corp. III, a Cayman
    Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,
    as warrant agent (in such capacity, the “Warrant Agent”).

   

  WHEREAS, on [•], 2021,
    the Company entered into that certain Private Placement Warrants purchase agreement with Tiga Sponsor III LLC (the “Sponsor”),
    pursuant to which the Sponsor will purchase an aggregate of 5,333,333 warrants (or 5,933,333 warrants in the aggregate if the Over-allotment
    Option (as defined below) in connection with the Company’s Offering (as defined below) is exercised in full) simultaneously
    with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in
    Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement
    Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary share (as defined below) at
    a price of $11.50 per share, subject to adjustment as described herein;

   

  WHEREAS, on [•], 2021,
    the Company entered into that certain Forward Purchase Agreement (the “Forward Purchase Agreement”) with the
    Sponsor pursuant to which the forward purchaser (being the Sponsor or certain permitted transferees (as defined in the Forward
    Purchase Agreement)) (the “Forward Purchaser”) may be issued Forward Purchase Warrants, bearing the legend set
    forth in Exhibit C hereto (the “Forward Purchase Warrants”) in a private placement transaction to occur
    at or prior to the time of the Company’s initial Business Combination (as defined below);

   

  WHEREAS, in order to finance
    the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase,
    reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
    the Sponsor or an affiliate of our Sponsor or certain of the Company’s officers and directors may, but are not obligated
    to, loan the Company funds as the Company may require, of which up to $2,000,000 of such loans may be convertible into up to an
    additional 1,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant (the “Working Capital
      Warrants”);

   

  WHEREAS, the Company is engaged
    in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such
    unit comprised of one Class A ordinary share (as defined below) and one-quarter of one Public Warrant (as defined below) (the “Units”)
    and, in connection therewith, has determined to issue and deliver up to 8,625,000 warrants (including up to 1,125,000 warrants subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants”
    and, together with the Private Placement Warrants and the Forward Purchase Warrants and the Working Capital Warrants, the “Warrants”).
    Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share
    (“Class A ordinary shares”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants
    are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;

   

  
  
    	 	 	 


  

  
     

  

  
   

  WHEREAS, the Company has filed
    with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1, No: 333-[•]
    (the “Registration Statement”) and prospectus (the “Prospectus”), for the registration, under
    the Securities Act of 1933, as amended (the “Act”) of the Units, the Public Warrants and the Class A ordinary
    shares included in the Units;

   

  WHEREAS, the Company desires
    the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
    registration, transfer, exchange, redemption and exercise of the Warrants;

   

  WHEREAS, the Company desires
    to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
    rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and

   

  WHEREAS, all acts and things
    have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
    by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations
    of the Company, and to authorize the execution and delivery of this Agreement.

   

  NOW, THEREFORE, in consideration
    of the mutual agreements herein contained, the parties hereto agree as follows:

   

  1.           Appointment
      of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
    Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
    Agreement.

   

  2.           Warrants.

   

  2.1         Form
      of Warrant. Each Warrant shall initially be (a) issued in registered form only, (b) in substantially the form of Exhibit
      A hereto, the provisions of which are incorporated herein and (c) signed by, or bear the facsimile signature of, the Chief
    Executive Officer or the President, Chief Financial Officer, or other authorized person of the Company. In the event the person
    whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed
    the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the
    date of issuance.

   

  
  
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  2.2         Effect
      of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this
    Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

   

  2.3          Registration.

   

  2.3.1          Warrant
      Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the original
    issuance and the registration of transfers of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant
    Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
    in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public
    Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that
    have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant
    in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry settlement system
    available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry
    settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants
    available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant
    Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary
    definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”) which
    shall be in the form annexed hereto as Exhibit A.

   

  2.3.2          Registered
      Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
    treat the person in whose name such Warrant shall be registered upon the Warrant Register (the “Registered Holder”),
    as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
    writing on any physical warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any
    exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
    the contrary.

   

  2.4         Detachability
      of Warrants. The Class A ordinary shares and Public Warrants comprising the Units shall begin separate trading on the 52nd
    day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday,
    on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately
    succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of Credit Suisse
    Securities (USA) LLC and Goldman Sachs (Asia) L.L.C., as representatives of the several underwriters, but in no event shall the
    Class A ordinary shares and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a Current
    Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds
    of the Offering, including the proceeds then received by the Company from the exercise by the underwriters of their right to purchase
    additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior
    to the filing of the Form 8-K, and (B) the Company issues a press release and files with the Commission a current report on Form
    8-K announcing when such separate trading shall begin.

   

  
  
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  2.5          
    Fractional Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised
    of one Class A ordinary share and one-quarter of one whole Public Warrant. If, upon the detachment of Public Warrants from the
    Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the
    nearest whole number the number of Warrants to be issued to such holder.

   

  2.6          Private
      Placement Warrants; Forward Purchase Warrants.

   

  2.6.1       Private
      Placement Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants,
    except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement
    Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection
      3.3.1(b) hereof, (ii) including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants, may not
    be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination,
    (iii) shall not be redeemable by the Company pursuant to Section 6.1.1 hereof and (iv) shall only be redeemable by the Company
    pursuant to Section 6.1.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment
    in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement
    Warrants, the Working Capital Warrants and any Class A ordinary shares held by the Sponsor or any of its Permitted Transferees
    that are issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders
    thereof:

   

  		(a)	to the Company’s officers or directors, any affiliate or family member of any of the Company’s
          officers or directors, any affiliate of the Sponsor or to any member of the Sponsor or any of their affiliates or shareholders;


   

  		(b)	in the case of an individual, as a gift to such person’s immediate family or to a trust, the
          beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization;


   

  		(c)	in the case of an individual, by virtue of laws of descent and distribution upon death of such person;


   

  		(d)	in the case of an individual, pursuant to a qualified domestic relations order;


   

  		(e)	in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust;


   

  		(f)	by private sales or transfers made in connection with any forward purchase agreement or similar arrangement
          or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants
          were originally purchased;


   

  
  
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  		(g)	by virtue of the laws of the Cayman Islands upon termination and winding up of the Sponsor;


   

  		(h)	in the event of the Company’s liquidation prior to the Company’s consummation of its Business
          Combination; or


   

  		(i)	in the event that, subsequent to the Company’s consummation of its initial Business Combination,
          the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s
          shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; provided, however,
          that in the case of clauses (a) through (g) these permitted transferees must enter into a written agreement agreeing to be bound
          by these transfer restrictions and the other restrictions contained in the letter agreements (the “Permitted Transferees”).


   

  2.6.2          Forward
      Purchase Warrants. The Forward Purchase Warrants shall have the same terms and be in the same form as the Public Warrants.

   

  3.          Terms
      and Exercise of Warrants.

   

  3.1          Warrant
      Price. Each whole Warrant shall, when countersigned by the Warrant Agent (if a physical certificate is issued), entitle the
    Registered Holder thereof, subject to the provisions of such Warrant and this Agreement, to purchase from the Company the number
    of Class A ordinary shares stated therein, at the price of $11.50 per whole share, subject to the adjustments provided in Section
      4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement
    refers to the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the
    extent permitted hereunder) described in the prior sentence at which Class A ordinary shares may be purchased at the time a Warrant
    is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined
    below); provided that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered
    Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants..

   

  3.2         Duration
      of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on
    the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination,
    and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest
    to occur of (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company completes
    its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated
    memorandum and articles of association, as amended from time to time, if the Company fails to complete a Business Combination,
    and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or
    its Permitted Transferees with respect to a redemption pursuant to Section 6.1.1 hereof or, if the Reference Value equals
    or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.1.2 hereof, 5:00
    p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration
      Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any
    applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a
    valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below)
    (other than with respect to a Private Placement Warrant then held by the Sponsor or its Permitted Transferees in connection with
    a redemption pursuant to Section 6.1.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to
    adjustment in compliance with Section 4 hereof), Section 6.1.2 hereof) in the event of a redemption (as set forth
    in Section 6 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the
    Sponsor or its Permitted Transferees in the event of a redemption pursuant to Section 6.1.1 hereof or, if the Reference
    Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.1.2
    hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof
    under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may
    extend the duration of the Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty (20)
    days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension
    shall be identical in duration among all the Warrants.

   

  
  
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  3.3          Exercise
      of Warrants.

   

  3.3.1          Payment.
    Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent (if a physical
    certificate is issued), may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust
    department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Warrant represented
    by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to
    an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary
    from time to time, (ii) an election to purchase (“Election to Purchase”) any Class A ordinary shares pursuant
    to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant
    Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s
    procedures, and (iii) the payment in full of the Warrant Price for each Class A ordinary share as to which the Warrant is exercised
    and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class
    A ordinary shares and the issuance of such Class A ordinary shares, as follows:

   

  		(a)	in lawful money of the United States, in good certified check or good bank draft payable to the order
          of the Warrant Agent;


   

  		(b)	with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private
          Placement Warrant or Working Capital Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for
          that number of Class A ordinary shares equal to (i) if in connection with a redemption of Private Placement Warrants pursuant to
          Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and
          (ii) in all other scenarios the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying
          the Warrants, multiplied by the excess of the “Historical Fair Market Value” (as defined in this subsection 3.3.1(b))
          over the Warrant Price by (y) the Historical Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Historical
          Fair Market Value” shall mean the average last reported sale price of the Class A ordinary shares for the ten (10) trading
          days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant or Working
          Capital Warrant is sent to the Warrant Agent;


   

  
  
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  		(c)	on a cashless basis, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise;
          or


   

  		(d)	on a cashless basis, as provided in Section 7.4 hereof.


   

  3.3.2       Issuance
      of Class A ordinary shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds
    in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder
    of such Warrant a book-entry position or certificate, as applicable, for the number of Class A ordinary shares to which he, she
    or it is entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company,
    and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for
    the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not
    be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Warrant and shall have no obligation to settle
    such Warrant exercise unless a registration statement under the Act with respect to the Class A ordinary shares underlying the
    Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations
    under Section 7.4 or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall
    not be obligated to issue Class A ordinary shares upon exercise of a Warrant unless the Class A ordinary shares issuable upon such
    Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities
    laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered
    Holder of Warrants may exercise its Warrants only for a whole number of Class A ordinary shares. The Company may require holders
    of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any
    exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such
    Warrant, to receive a fractional interest in a Class A ordinary share, the Company shall round down to the nearest whole number,
    the number of Class A ordinary shares to be issued to such holder.

   

  3.3.3       Valid
      Issuance. All Class A ordinary shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the
    amended and restated memorandum and articles of association of the Company shall be validly issued, fully paid and non-assessable.

   

  3.3.4       Date
      of Issuance. Each person in whose name any book-entry position or certificate, as applicable for Class A ordinary shares is
    issued and who is registered in the register of members of the Company shall for all purposes be deemed to have become the holder
    of record of such Class A ordinary shares on the date on which the Warrant, or book-entry position representing such Warrant, was
    surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, in the case of
    a certificated Warrant, except that, if the date of such surrender and payment is a date when the register of members of the Company
    or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the
    close of business on the next succeeding date on which the share transfer books or book-entry system are open.

   

  
  
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  3.3.5       Maximum
    Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained
    in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes
    such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant,
    and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such
    person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in
    excess of 9.8% (the “Maximum Percentage”) of the Class A ordinary shares outstanding immediately after giving effect
    to such exercise. For purposes of the foregoing sentence, the aggregate number of Class A ordinary shares beneficially owned by
    such person and its affiliates shall include the number of Class A ordinary shares issuable upon exercise of the Warrant with respect
    to which the determination of such sentence is being made, but shall exclude Class A ordinary shares that would be issuable upon
    (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y)
    exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such
    person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject
    to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,
    for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
    Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding
    Class A ordinary shares, the holder may rely on the number of outstanding Class A ordinary shares as reflected in (1) the Company’s
    most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the
    Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or Continental
    Stock Transfer & Trust Company, as transfer agent (in such capacity, the “Transfer Agent”), setting forth the number
    of Class A ordinary shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the
    Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Class A ordinary shares
    then outstanding. In any case, the number of issued and outstanding Class A ordinary shares shall be determined after giving effect
    to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such
    number of issued and outstanding Class A ordinary shares was reported. By written notice to the Company, the holder of a Warrant
    may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in
    such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice
    is delivered to the Company.

   

  
  
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  4.          Adjustments.

   

  4.1          Share
      Capitalizations

   

  4.1.1          Sub-divisions.
    If, after the date hereof, and subject to the provisions of Section 4.7 below, the number of issued and outstanding Class
    A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a sub-division of
    Class A ordinary shares, or other similar event, then, on the effective date of such share capitalization, share dividend, sub-division
    or similar event, the number of Class A ordinary shares issuable on exercise of each Warrant shall be increased in proportion to
    such increase in the issued and outstanding Class A ordinary shares. A rights offering to holders of Class A ordinary shares entitling
    holders to purchase Class A ordinary shares at a price less than the “Historical Fair Market Value” (as defined below)
    shall be deemed a capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary
    shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are
    convertible into or exercisable for the Class A ordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the price
    per Class A ordinary share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection
      4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining
    the price payable for Class A ordinary shares, there shall be taken into account any consideration received for such rights, as
    well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the
    volume weighted average price of the Class A ordinary shares as reported during the ten (10) trading day period ending on the trading
    day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market,
    regular way, without the right to receive such rights. No Class A ordinary shares shall be issued at less than their par value.

   

  4.1.2          Extraordinary
      Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
    in cash, securities or other assets to the holders of Class A ordinary shares on account of such Class A ordinary shares (or other
    shares into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash
    Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Class A ordinary shares in connection
    with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the Class A ordinary shares
    in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association
    (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s
    initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial
    Business Combination within the time period required by the Company’s amended and restated memorandum and articles of association,
    as amended from time to time, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial
    Business Combination activity or (e) in connection with the redemption of public shares upon the failure of the Company to complete
    its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event
    being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective
    immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined
    by the Company’s board of directors (the “Board”), in good faith) of any securities or other assets paid
    on each Class A ordinary share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary
    Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share
    amounts of all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending
    on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as adjusted to appropriately
    reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions
    that resulted in an adjustment to the Warrant Price or to the number of Class A ordinary shares issuable on exercise of each Warrant)
    but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share.

   

  
  
    	 	9	 


  

  
     

  

  
   

  4.2          Aggregation
      of Shares. If, after the date hereof, and subject to the provisions of Section 4.7, the number of issued and outstanding
    Class A ordinary shares is decreased by a consolidation, combination, reverse share sub-division or reclassification of Class A
    ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division,
    reclassification or similar event, the number of Class A ordinary shares issuable on exercise of each Warrant shall be decreased
    in proportion to such decrease in issued and outstanding Class A ordinary shares.

   

  4.3          Adjustments
      in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted,
    as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying
    such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A
    ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment and (y) the denominator of which
    shall be the number of Class A ordinary shares so purchasable immediately thereafter.

   

  4.4          Raising
      of Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Class A ordinary shares
    or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at
    an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue
    price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without
    taking into account any Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B ordinary shares”),
    held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y)
    the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
    for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial
    Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Class A ordinary shares during
    the twenty (20) trading day period starting on the trading day prior to the day on which the Company completes its initial Business
    Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to
    the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per
    share redemption trigger prices described in Section 6.1.2 and Section 6.1.1, respectively, will be adjusted (to
    the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

   

  
  
    	 	10	 


  

  
     

  

  
   

  4.5          Replacement
      of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Class
    A ordinary shares (other than a change covered by Section 4.1 or Section 4.2 hereof or one that solely affects the
    par value of such Class A ordinary shares), or in the case of any merger or consolidation of the Company with or into another corporation
    (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification
    or reorganization of the issued and outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation
    or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which
    the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and
    upon the terms and conditions specified in the Warrants and in lieu of the Class A ordinary shares immediately theretofore purchasable
    and receivable upon the exercise of the rights represented thereby, the kind and amount of Class A ordinary shares or other securities
    or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
    following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her
    or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however,
    that (i) if such Warrant holders were entitled to exercise a right of election as to the kind or amount of securities, cash or
    other assets receivable upon such merger or consolidation, then the kind and amount of securities, cash or other assets for which
    each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by such
    Warrant holders in such merger or consolidation that affirmatively make such election, and (ii) if a tender, exchange or redemption
    offer has been made to and accepted by such Warrant holders (other than a tender, exchange or redemption offer made by the Company
    in connection with redemption rights held by shareholders of the Company as provided for in the Company’s amended and restated
    memorandum and articles of association or as a result of the redemption of Class A ordinary shares by the Company if a proposed
    initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion
    of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1)
    under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning
    of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own
    beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Class A ordinary
    shares, the Warrant holder shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or
    other property to which such Warrant holder would actually have been entitled as a shareholder if such Warrant holder had exercised
    the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A ordinary shares
    held by such Warrant holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after
    the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section
      4; provided, further, that if less than 70% of the consideration receivable by the holders of Class A ordinary
    shares in the applicable event is payable in the form of Class A ordinary shares in the successor entity that is listed for trading
    on a national securities exchange or is quoted in an established over-the counter market, or is to be so listed for trading or
    quoted immediately following such applicable event, and if the Registered Holder of the Warrant properly exercises the Warrant
    within thirty (30) days following public disclosure of such transaction, the Warrant Price shall be reduced by an amount (in dollars)
    equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as
    defined below) but in no event less than zero, minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
    Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes
    Warrant Model for a Capped American Call on Bloomberg Financial Markets (assuming zero dividends) (“Bloomberg”).
    For purposes of calculating such amount, (i) Section 6 of this Agreement shall be taken into account, (ii) the price of each Class
    A ordinary share shall be the volume weighted average price of the Class A ordinary shares as reported during the ten (10) trading
    day period ending on the trading day prior to the effective date of the applicable event, (iii) the assumed volatility shall be
    the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day
    of the announcement of the applicable event and (iv) the assumed risk-free interest rate shall correspond to the U.S. Treasury
    rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration
    paid to holders of the Class A ordinary shares consists exclusively of cash, the amount of such cash per Class A ordinary share,
    and (ii) in all other cases, the volume weighted average price of the Class A ordinary shares as reported during the ten (10) trading
    day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization
    also results in a change in Class A ordinary shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to
    subsection 4.1.1 or Sections 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section
      4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
    In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

   

  
  
    	 	11	 


  

  
     

  

  
   

  4.6          Notices
      of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
    the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
    adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
    setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
    of any event specified in Sections 4.1, 4.2, 4.3, 4.4. or 4.5, then, in any such event, the
    Company shall give written notice to each Warrant holder, at the last address set forth for such holder in the Warrant Register,
    of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the
    legality or validity of such event.

   

  4.7          No
      Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
    shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any
    Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon
    such exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the Warrant holder.

   

  4.8          Form
      of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
    issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially
    issued pursuant to this Agreement. However, the Company may, at any time, in its sole discretion, make any change in the form of
    Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued
    or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

   

  
  
    	 	12	 


  

  
     

  

  
   

  4.9          Other
      Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
    of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid
    an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
    shall appoint a firm of independent registered public accountants, investment banking or other appraisal firm of recognized national
    standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary
    to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such
    adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.9 as a result
    of any issuance of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in
    a manner that is consistent with any adjustment recommended in such opinion.

   

  5.          Transfer
      and Exchange of Warrants.

   

  5.1          Registration
      of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant in the Warrant Register,
    upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
    instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued
    and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, such Warrants so cancelled may
    be delivered by the Warrant Agent to the Company from time to time upon request.

   

  5.2          Procedure
      for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or
    transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
    Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that
    except as otherwise provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only
    in whole and only to the Depository, to another nominee of the Depository, to a successor depository or to a nominee of a successor
    depository; provided, further, however, that in the event that a Warrant surrendered for transfer bears a
    restrictive legend (as in the case of the Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants),
    the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received
    an opinion of counsel for the Company stating that such transfer is exempt from registration under the Act, as amended and indicating
    whether the new Warrants must also bear a restrictive legend.

   

  5.3          Fractional
      Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in
    the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.

   

  
  
    	 	13	 


  

  
     

  

  
   

  5.4          Service
      Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

   

  5.5          Warrant
      Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
    terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
    whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for
    such purpose.

   

  5.6          Transfer
      of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit
    in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
    Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included
    in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of
    Warrants on and after the Detachment Date.

   

  6.          Redemption.

   

  6.1          Redemption.

   

  6.1.1          Redemption
      of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00. Subject to Section 6.4 hereof, not less
    than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at
    the office of the Warrant Agent, upon the notice referred to in Section 6.2 below, at a Redemption Price of $0.01 per Warrant,
    provided that (a) the Reference Value (as defined below) equals or exceeds $18.00 per share (subject to adjustment in compliance
    with Section 4 hereof) and (b) there is an effective registration statement covering the issuance of the Class A ordinary
    shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption
    Period (as defined in Section 6.2 below).

   

  6.1.2          Redemption
      of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00. Subject to Section 6.4 hereof, not less
    than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at
    the office of the Warrant Agent, upon notice referred to in Section 6.2 below, at a Redemption Price of $0.10 per Warrant,
    provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section
      4 hereof) and (ii) if the Reference Value is less than $18.00 per share (subject to adjustment in compliance with Section
      4 hereof), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding
    Public Warrants. During the 30-day Redemption Period in connection with a redemption pursuant to this subsection 6.1.2,
    Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection
      3.3.1 and receive a number of Class A ordinary shares determined by reference to the table below, based on the Redemption Date
    (calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value”
    (as such term is defined in this subsection 6.1.2) (a “Make-Whole Exercise”). Solely for purposes of
    this subsection 6.1.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the
    Class A ordinary shares for the ten (10) trading days immediately following the date on which notice of redemption pursuant to
    this subsection 6.1.2 is sent to the Registered Holders. In connection with any redemption pursuant to this subsection
      6.1.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business
    Day after the ten (10) trading day period described above ends.

   

  
  
    	 	14	 


  

  
     

  

  
   

  	Redemption Date	 	Redemption Fair Market Value of Class A ordinary shares	 
	(period to

          expiration

          of warrants)	 	<10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	>18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 


   

  The exact Redemption Fair
    Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is
    between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Class A ordinary
    shares to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between
    the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates,
    as applicable, based on a 365- or 366-day year, as applicable.

   

  The share prices set forth
    in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise
    of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof. In the event of a Warrant Price adjustment pursuant
    to Section 4, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment,
    multiplied by a fraction, the numerator of which is the Warrant Price after such adjustment and the denominator of which is the
    Warrant Price immediately prior to such adjustment. In such an event, the number of shares in the table above shall be adjusted
    by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable upon exercise of a
    Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of
    a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as
    the number of shares issuable upon exercise of a Warrant. If the Warrant Price is adjusted pursuant to Section 4.4, the
    adjusted share prices set forth in the column headings of the table above shall be multiplied by a fraction, the numerator of which
    is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00.

   

  
  
    	 	15	 


  

  
     

  

  
   

  6.2          Date
      Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event the Company shall elect to redeem all
    of the Warrants, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption
    shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date
    (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses
    as they shall appear in the Warrant Register. Any notice mailed in the manner herein provided shall be conclusively presumed to
    have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, (a) “Redemption
    Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Section 6.1 and (b) “Reference
    Value” shall mean the last reported sales price of the Class A ordinary shares for any twenty (20) trading days within the
    thirty (30) trading day period ending on the third trading day prior to the date on which notice of the redemption is given.

   

  6.3          Exercise
      After Notice of Redemption. The Warrants may be exercised for cash in accordance with Section 3 of this Agreement (or
    on a “cashless basis” in accordance with subsection 6.1.2 of this Agreement) at any time after notice of redemption
    shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. On and after the Redemption
    Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption
    Price.

   

  6.4          Exclusion
      of Private Placement Warrants and Working Capital Warrants. The Company agrees that (a) the redemption rights provided in Section
      6.1 hereof shall not apply to the Private Placement Warrants and Working Capital Warrants if at the time of the redemption
    such Private Placement Warrants or Working Capital Warrants continue to be held by the Sponsor or its Permitted Transferees and
    (b) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof),
    the redemption rights provided in Section 6.1.2 hereof shall not apply to the Private Placement Warrants or Working Capital
    Warrants if at the time of the redemption such Private Placement Warrants or Working Capital Warrants continue to be held by the
    Sponsor or its Permitted Transferees. However, once such Private Placement Warrants or Working Capital Warrants are transferred
    (other than to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement
    Warrants or Working Capital Warrants pursuant to Section 6.1.1 or 6.1.2 hereof, provided that the criteria for redemption
    are met, including the opportunity of the holder of such Private Placement Warrants or Working Capital Warrants to exercise the
    Private Placement Warrants or Working Capital Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement
    Warrants or Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer
    cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under this Agreement, including
    for purposes of Section 9.8 hereof.

   

  
  
    	 	16	 


  

  
     

  

  
   

  7.          Other
      Provisions Relating to Rights of Holders of Warrants.

   

  7.1          No
      Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the
    Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
    to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors
    of the Company or any other matter.

   

  7.2          Lost,
      Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant
    Agent may, on such terms as to indemnity or otherwise as they may in their discretion impose (which terms shall, in the case of
    a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so
    lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
    whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.

   

  7.3          Reservation
      of Class A ordinary shares. The Company shall at all times reserve and keep available a number of its authorized but unissued
    Class A ordinary shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
    Agreement.

   

  7.4          Registration
      of Class A ordinary shares.

   

  7.4.1          Registration
      of the Class A ordinary shares. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business
    Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission
    a registration statement for the registration, under the Act, of the Class A ordinary shares issuable upon exercise of the Warrants.
    The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days
    following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and
    a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of
    this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following
    the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first
    (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective
    by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement
    covering the issuance of the Class A ordinary shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless
    basis,” pursuant to subsection 3.3.1, by exchanging the Warrants (in accordance with Section 3(a)(9) of the Act or another
    exemption) for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product
    of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”
    (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection
      7.4.1, “Fair Market Value” shall mean the volume-weighted average price of the Class A ordinary shares as reported
    during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant
    Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise”
    is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless
    exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for
    the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on
    a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered under the Act and
    (ii) the Class A ordinary shares issued upon such exercise shall be freely tradable under United States federal securities laws
    by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, shall not
    be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and
    until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration
    obligations under the first three sentences of this subsection 7.4.1.

   

  
  
    	 	17	 


  

  
     

  

  
   

  7.4.2          Cashless
      Exercise at Company’s Option. If the Class A ordinary shares are at the time of any exercise of a Public Warrant not
    listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section
    18(b)(1) of the Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise
    such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Act as described in subsection
      7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration
    statement for the registration, under the Act, of the Class A ordinary shares issuable upon exercise of the Warrants, notwithstanding
    anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the
    Class A ordinary shares issuable upon exercise of the Public Warrant under applicable blue sky laws of the state of the residence
    of the holder to the extent an exemption is not available.

   

  8.          Concerning
      the Warrant Agent and Other Matters.

   

  8.1          Payment
      of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
    Warrant Agent in respect of the issuance or delivery of Class A ordinary shares upon the exercise of the Warrants, but the Company
    shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.

   

  8.2          Resignation,
      Consolidation, or Merger of Warrant Agent.

   

  8.2.1          Appointment
      of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
    from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
    office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
    a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
    thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
    of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any
    Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant
    Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
    organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough
    of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision
    or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority,
    powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as
    Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
    Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
    all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
    the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
    in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

   

  
  
    	 	18	 


  

  
     

  

  
   

  8.2.2          Notice
      of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
    to the predecessor Warrant Agent and the transfer agent for the Class A ordinary shares not later than the effective date of any
    such appointment.

   

  8.2.3          Merger
      or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
    or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
    Warrant Agent under this Agreement without any further act.

   

  8.3          Fees
      and Expenses of Warrant Agent.

   

  8.3.1          Remuneration.
    The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall,
    pursuant to the obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
    Agent may reasonably incur in the execution of its duties hereunder.

   

  8.3.2          Further
      Assurances. The Company agrees to perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged
    and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for
    the carrying out or performing of the provisions of this Agreement.

   

  8.4          Liability
      of Warrant Agent.

   

  8.4.1          Reliance
      on Company Statement. Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary
    or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
    such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
    proved and established by a statement signed by the Chief Executive Officer, President or Chief Financial Officer of the Company
    and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith
    by it pursuant to the provisions of this Agreement.

   

  
  
    	 	19	 


  

  
     

  

  
   

  8.4.2          Indemnity.
    The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company
    agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
    counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant
    Agent’s gross negligence, willful misconduct, fraud or bad faith.

   

  8.4.3          Exclusions.
    The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
    execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
    covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required
    under the provisions of Section 4 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining
    of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
    or warranty as to the authorization or reservation of any Class A ordinary shares to be issued pursuant to this Agreement or any
    Warrant or as to whether any Class A ordinary shares will when issued be valid and fully paid and non-assessable.

   

  8.5          Acceptance
      of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
    terms and conditions herein set forth and, among other things, shall account promptly to the Company with respect to Warrants exercised
    and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Class A ordinary
    shares through the exercise of Warrants.

   

  8.6          Waiver.
    The Warrant Agent has no rights of set-off or any other right, title, interest or claim of any kind (“Claim”)
    in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
    the date hereof, by and between the Company and Continental Stock Transfer & Trust Company as trustee thereunder) and hereby
    agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
    The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust
    Account.

   

  9.          Miscellaneous
      Provisions.

   

  9.1          Successors.
    All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
    to the benefit of their respective successors and assigns.

   

  9.2          Notices.
    Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
    to or on the Company shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed
    (until another address is filed in writing by the Company with the Warrant Agent) as follows:

   

  
  
    	 	20	 


  

  
     

  

  
   

  Tiga Acquisition Corp. III

  250 North Bridge Road, #24-00

  Raffles City Tower, Singapore 179101

  Attention: Diana Kun Luo, Chief Financial
    Officer

  email: dluo@tigainvestments.com

   

  Any notice, statement or demand
    authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall
    be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is
    filed in writing by the Company with the Warrant Agent) as follows:

   

  Continental Stock Transfer & Trust
    Company

    1 State Street, 30 FL

    New York, New York 10004

    Attn:     Compliance Department

   

  Any notice, sent pursuant to this Agreement shall
    be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on
    the next business day of the delivery to the courier, and if sent by registered or certified mail on the third day after registration
    or certification thereof.

   

  with a copy in each case to:

   

  Milbank LLP

    55 Hudson Yards

  New York, New York 10001

  Attn: Rod Miller & David H. Zemans

   

  9.3          Applicable
      Law. The validity, interpretation and performance of this Agreement and of the Warrants shall be governed in all respects by
    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 Company hereby agrees that any action, proceeding or claim against it arising
    out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United
    States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
    be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
    forum.

   

  9.4          Persons
      Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
    hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
    and the Registered Holders of the Warrants, any right, remedy, or claim under or by reason of this Agreement or of any covenant,
    condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained
    in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the
    Registered Holders of the Warrants.

   

  
  
    	 	21	 


  

  
     

  

  
   

  9.5          Examination
      of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
    Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant
    Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.

   

  9.6          Counterparts.
    This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
    purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

   

  9.7          Effect
      of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the
    interpretation thereof.

   

  9.8          Amendments.
    This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any
    ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
    with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
    deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment
    to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants,
    Working Capital Warrants and/or the Forward Purchase Warrants, shall require the vote or written consent of the Registered Holders
    of 65% of the then outstanding Public Warrants and Forward Purchase Warrants. Notwithstanding the foregoing, the Company may lower
    the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without
    the consent of the Registered Holders. Notwithstanding anything to the contrary herein, any modification or amendment to the terms
    of the Forward Purchase Warrants shall require the vote or written consent of the Registered Holders of 65% of the then-outstanding
    Forward Purchase Warrants.

   

  9.9          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.

   

  
  
    	 	22	 


  

  
     

  

  
   

  Exhibit A Form of Warrant Certificate

   

  Exhibit B Legend — Private
    Placement Warrants and Forward Purchase Warrants

   

  
  
    	 	 	 


  

  
     

  

  
   

  IN WITNESS WHEREOF, this Agreement
    has been duly executed by the parties hereto as of the day and year first above written.

   

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


   

  [Signature Page to Warrant Agreement]

   

  
  
    	 	 	 


  

  
     

  

  
   

  	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	Name:	Erika Young
	 	Title:	Vice President


   

  [Signature Page to Warrant Agreement]

   

  
  
    	 	 	 


  

  
     

  

  
   

  EXHIBIT A

      Form of Warrant Certificate

    [FACE]

   

  Number

   

  Warrants

      THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

      THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED

      FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW

      TIGA ACQUISITION CORP. III

    Incorporated Under the Laws of the Cayman Islands

   

  CUSIP [•]

   

  Warrant Certificate

   

  This Warrant Certificate certifies that, [●]
    or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”)
    to purchase Class A ordinary shares, $0.0001 par value (the “Class A ordinary shares”), of Tiga Acquisition
    Corp. III, a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise
    during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and
    non-assessable Class A ordinary shares as set forth below, at the exercise price (the “Exercise Price”) as determined
    pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant
    Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the
    office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement.
    Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

   

  Each whole Warrant is initially exercisable
    for one fully paid and non-assessable Class A ordinary share. No fractional shares will be issued upon exercise of any Warrant.
    If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a Class A ordinary share, the
    Company will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the Warrant
    holder. The number of Class A ordinary shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence
    of certain events as set forth in the Warrant Agreement.

   

  The initial Exercise Price per one Class A ordinary
    share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain
    events as set forth in the Warrant Agreement.

   

  Subject to the conditions set forth in the Warrant
    Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise
    Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant
    Agreement.

   

  Reference is hereby made to the further provisions
    of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect
    as though fully set forth at this place.

   

  This Warrant Certificate shall not be valid
    unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

   

  
  
    	 	A-1	 


  

  
     

  

  
   

  This Warrant Certificate shall be governed by
    and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

   

  	 	TIGA ACQUISITION CORP. III
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: Authorized Signatory
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
	 	as Warrant Agent By:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   

  
  
    	 	A-2	 


  

  
     

  

  
   

  [Form of Warrant Certificate]

    [Reverse]

   

  The Warrants evidenced by this Warrant Certificate
    are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A ordinary shares and are issued
    or to be issued pursuant to a Warrant Agreement dated as of [•], 2021 (the “Warrant Agreement”), duly
    executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent
    (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this
    instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
    thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
    meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained
    by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein
    shall have the meanings given to them in the Warrant Agreement.

   

  Warrants may be exercised at any time during
    the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise
    them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed,
    together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as
    provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any
    exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
    hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
    of Warrants not exercised.

   

  Notwithstanding anything else in this Warrant
    Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
    the issuance of the Class A ordinary shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
    thereunder relating to the Class A ordinary shares is current, except through “cashless exercise” as provided for in
    the Warrant Agreement.

   

  The Warrant Agreement provides that upon the
    occurrence of certain events the number of Class A ordinary shares issuable upon exercise of the Warrants set forth on the face
    hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to
    receive a fractional interest in a Class A ordinary share, the Company shall, upon exercise, round down to the nearest whole number
    of Class A ordinary shares to be issued to the holder of the Warrant.

   

  Warrant Certificates, when surrendered at the
    principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or
    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 evidencing in
    the aggregate a like number of Warrants.

   

  Upon due presentation 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(s) in exchange for this Warrant Certificate,
    subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed
    in connection therewith.

   

  The Company and the Warrant Agent may deem and
    treat the Registered Holder(s) hereof as the absolute owner(s) 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 holder(s) hereof, 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 any holder hereof to any rights of a shareholder of the Company.

   

  
  
    	 	A-3	 


  

  
     

  

  
   

  Election to Purchase

    (To Be Executed Upon Exercise of Warrant)

   

  The undersigned hereby irrevocably elects to
    exercise the right, represented by this Warrant Certificate, to receive Class A ordinary shares and herewith tenders payment for
    such Class A ordinary shares to the order of Tiga Acquisition Corp. III (the “Company”) in the amount of $[●]
    in accordance with the terms hereof. The undersigned requests that a certificate for such Class A ordinary shares be registered
    in the name of [●], whose address is and that such Class A ordinary shares be delivered to whose address is [●].
    If said number of Class A ordinary shares is less than all of the Class A ordinary shares purchasable hereunder, the undersigned
    requests that a new Warrant Certificate representing the remaining balance of such Class A ordinary shares be registered in the
    name of [●], whose address is and that such Warrant Certificate be delivered to [●], whose address is [●].

   

  In the event that the Warrant has been called
    for redemption by the Company pursuant to Section 6.1.2 of the Warrant Agreement and a holder thereof elects to exercise
    its Warrant pursuant to a Make-Whole Exercise, the number of Class A ordinary shares that this Warrant is exercisable for shall
    be determined in accordance with subsection 3.3.1(b) or Section 6.1.2 of the Warrant Agreement, as applicable.

   

  In the event that the Warrant is a Private Placement
    Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b) of the Warrant Agreement,
    the number of Class A ordinary shares that this Warrant is exercisable for shall be determined in accordance with subsection
      3.3.1(b) of the Warrant Agreement.

   

  In the event that the Warrant is to be exercised
    on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Class A ordinary shares
    that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

   

  In the event that the Warrant may be exercised,
    to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Class A ordinary shares that this Warrant
    is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless
    exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right,
    represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Class A
    ordinary shares. If said number of shares is less than all of the Class A ordinary shares purchasable hereunder (after giving effect
    to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Class
    A ordinary shares be registered in the name of [●], whose address is and that such Warrant Certificate be delivered
    to [●], whose address is [●].

   

  [Signature Page Follows]

   

  
  
    	 	A-4	 


  

  
     

  

  
   

  Date:           ,
    20

   

  	 	(Signature)
	 	(Address)
	 	 
	 	(Tax Identification Number)


   

  	Signature	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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

   

  
  
    	 	A-5	 


  

  
     

  

  
   

  EXHIBIT B

    LEGEND

   

  THE SECURITIES REPRESENTED BY THIS CERTIFICATE
    HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
    TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
    LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN
    THE LETTER AGREEMENT BY AND AMONG TIGA ACQUISITION CORP. III (THE “COMPANY”), TIGA SPONSOR III LLC AND THE OTHER PARTIES
    THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS
    AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN THE RECITALS OF THE WARRANT AGREEMENT
    REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH
    THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

   

  SECURITIES EVIDENCED BY THIS CERTIFICATE AND
    CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A
    REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

   

  NO. WARRANT

   

  
  
    	 	B-1	 


  

  
     

  

  
   

  EXHIBIT C

   

  Forward Purchase Agreement

   

  

  
  
    	 	C-1