Exhibit 10.1

   [●], 2021

   

  TIGA ACQUISITION CORP. II

    250 North Bridge Road

  #24-00, Raffles City Tower

  Singapore 179101

   

  CREDIT SUISSE SECURITIES (USA) LLC

  Eleven Madison Avenue,

  New York, N.Y. 10010-3629

   

  GOLDMAN SACHS (ASIA) L.L.C.

  68/F, Cheung Kong Center

  2 Queen’s Road Central, Hong Kong

   

  Re: Initial Public Offering

   

  Ladies and Gentlemen:

   

  This letter (the “Letter Agreement”)
    is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
    entered into by and between Tiga Acquisition Corp. II, a Cayman Islands exempted company (the “Company”)
    and Credit Suisse Securities (USA) LLC and Goldman Sachs (Asia) L.L.C., as representatives (the “Representatives”)
    of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten
    initial public offering (the “IPO”) of the Company’s units (the “Units”),
    each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary
        Shares”) and one-quarter of one warrant, each whole warrant exercisable for one Class A Ordinary Share
    (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.

   

  In order to induce the Company and the Underwriters to enter
    into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the
    undersigned as a shareholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which
    are hereby acknowledged, the undersigned hereby agrees with the Company as follows:

   

  		1.	If the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all shares beneficially
          owned by it, whether acquired before, in or after the IPO, in favor of such Business Combination.


   

  
  
    	 		 


  

  
     

  

  
    

  		2.	In the event that the Company does not complete a Business Combination within the time period set forth in the Company’s
          amended and restated memorandum and articles of association, as the same may be further amended from time to time (the “Charter”),
          the undersigned will, as promptly as possible, take all necessary actions to cause the Company to (i) cease all operations except
          for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem
          the IPO Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
          interest earned on the Trust Account not previously released to the Company to pay its tax obligations, if any (less up to $100,000
          of such net interest to pay dissolution expenses), divided by the number of then outstanding IPO Shares, which redemption will
          completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
          if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
          remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in the cases of clauses (ii)
          and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements
          of applicable law. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution
          of the Trust Account and any remaining net assets of the Company as a result of such liquidation with respect to the Founder Shares
          owned by the undersigned. However, if the undersigned has acquired IPO Shares in or after the IPO, it will be entitled to liquidating
          distributions from the Trust Account with respect to such IPO Shares in the event that the Company does not complete a Business
          Combination within the time period set forth in the Charter. In the event of the liquidation of the Trust Account, the undersigned
          agrees that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent
          registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with
          which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below
          the lesser of (i) $10.00 per IPO Share and (ii) the actual amount per IPO Share held in the Trust Account as of the date of the
          liquidation of the Trust Account, if less than $10.00 per IPO Share due to reductions in the value of the assets in the Trust Account,
          in each case less interest that may be withdrawn to pay the Company’s tax obligations, if any; provided that
          such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all
          rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under
          the Company’s obligation to indemnify the Underwriters against certain liabilities, including liabilities under the Securities
          Act of 1933, as amended, pursuant to the Underwriting Agreement. The undersigned acknowledges and agrees that there will be no
          distribution from the Trust Account with respect to any Warrants, all rights of which will terminate on the Company’s liquidation.


   

  		3.	The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with
          a target business that is affiliated with the undersigned or any other Insiders of the Company or their affiliates, such transaction
          must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
          from an independent investment banking firm, which is a member of the Financial Industry Regulatory Authority, or an independent
          accounting firm that such Business Combination is fair to the Company’s unaffiliated shareholders from a financial point
          of view.


   

  		4.	Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation
          or other cash payment from the Company prior to, or for services rendered in order to effectuate, the completion of the Business
          Combination; provided that the Company shall be allowed to make the payments set forth in the Registration Statement
          adjacent to the caption “Prospectus Summary— The Offering—Limited payments to insiders.”


   

  
  
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  	5.	(a)	The undersigned agrees that the Founder Shares may not be transferred, assigned or sold (except to certain permitted
          transferees as described in the Registration Statement or herein) (the “Lockup”) until the earlier to
          occur of: (1) one year after the completion of a Business Combination or (2) the date following the completion of the Company’s
          initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction
          that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities
          or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A Ordinary Shares equals or
          exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the
          like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business
          Combination, the Founder Shares will be released from the Lockup.


   

  		(b)	Notwithstanding the provisions set forth in paragraphs 5(a) and 5(c), during the period commencing on the effective date of
          the Underwriting Agreement and ending 180 days after such date, the undersigned will not, without the prior written consent of
          the Representatives pursuant to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge or otherwise dispose of (or
          enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual
          disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned
          or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing
          (or participation in the filing) of a registration statement with the Securities and Exchange Commission (the “SEC”)
          in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the
          meaning of Section 16 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the
          rules and regulations of the SEC promulgated thereunder with respect to, any other Units, Class A Ordinary Shares, Founder Shares
          or Warrants or any securities convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares owned by it, him or
          her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
          of ownership of any Units, Class A Ordinary Shares, Founder Shares, Warrants or any securities convertible into, or exercisable,
          or exchangeable for, Class A Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery
          of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction, including the filing
          of a registration statement, specified in clause (i) or (ii). The provisions of this paragraph will not apply (i) the forfeiture
          of a portion of the Founder Shares pursuant to their terms, and Clause 6 hereof, (ii) to the transfer of Founder Shares to any
          independent director appointed or elected to the Company’s board of directors before or after the IPO or (iii) if the release
          or waiver is effected solely to permit a transfer not for consideration and, in each case the transferee has agreed in writing
          to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect
          at the time of the transfer.


   

  
  
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  		(c)	The undersigned agrees that the undersigned’s Private Placement Warrants (or Class A Ordinary Shares issued or issuable
          upon the exercise of the Private Placement Warrants) shall not be transferred, assigned or sold until 30 days after the completion
          of the Company’s initial Business Combination.


   

  		(d)	Notwithstanding the provisions set forth in paragraphs 5(a) and (c), transfers, assignments and sales by the undersigned of
          the Founder Shares, Private Placement Warrants and Class A Ordinary Shares issued or issuable upon the exercise of the Private
          Placement Warrants or conversion of the Founder Shares are permitted (i) to the Company’s officers or directors, any affiliates
          or family members of any of the Company’s officers or directors, any members of the undersigned or their affiliates or any
          affiliates or shareholders of the undersigned; (ii) in the case of an individual, by gift to a member of the individual’s
          immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate
          of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution
          upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v)
          in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (vi) by private sales or
          transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation
          of the Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Class
          A Ordinary Shares, as applicable, were originally purchased; (vii) by virtue of the laws of the Cayman Islands upon termination
          and winding up of the undersigned; (viii) in the event of the Company’s liquidation prior to the completion of a Business
          Combination; or (ix) in the event of completion of 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 subsequent to the completion of a Business Combination; provided, however, that in the case
          of clauses (i) through (vii) these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions
          herein. For the avoidance of doubt, the transfers of Founder Shares, Private Placement Warrants and Class A Ordinary Shares issued
          or issuable upon the exercise of the Private Placement Warrants or conversion of the Founder Shares shall be permitted regardless
          of whether a filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made with respect to such
          transfers.


   

  		6.	The undersigned hereby agrees that upon the redemption of the Class A Ordinary Shares by any public shareholder in connection
          with the shareholder vote to approve the Business Combination as provided for in the Charter (each a “Public Share
              Redemption”), the undersigned agrees to forfeit to the Company at no cost one Class B ordinary share of the Company,
          par value $0.0001 per share (the “Class B Ordinary Shares”) for each four (4) Class A Ordinary Shares
          redeemed in the Public Share Redemption; provided, that in no event shall the undersigned forfeit any fractional Class B Ordinary
          Shares.


   

  
  
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  		7.	The undersigned has full right and power, without violating any agreement by which it is bound, to enter into this Letter Agreement.


   

  		8.	The undersigned hereby waives any right to exercise redemption rights with respect to any of the Company’s ordinary shares
          owned or to be owned by the undersigned, directly or indirectly, whether such shares be part of the Founder Shares or IPO Shares,
          and agrees not to seek redemption with respect to such shares (or sell such shares to the Company in any tender offer) in connection
          with any shareholder vote to approve (x) a Business Combination or (y) an amendment to the Charter that would affect the substance
          or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of
          the Class A Ordinary Shares if the Company has not completed a Business Combination within 24 months from the closing of the IPO.


   

  		9.	The undersigned hereby agrees to not propose, or vote in favor of, an amendment to Article 49.7 of the Charter prior to the
          completion of a Business Combination unless the Company provides public shareholders with the opportunity to redeem their Class
          A Ordinary Shares upon such approval in accordance with such Article 49.7 thereof.


   

  		10.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York,
          without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
          The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this
          Letter Agreement shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern
          District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives any objection
          to such exclusive jurisdiction and that such courts represent an inconvenient forum.


   

  		11.	As used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition,
          share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
          (ii) “Insiders” shall mean all officers, directors and sponsors of the Company immediately prior to the
          IPO; (iii) “Founder Shares” shall mean all of the Class B Ordinary Shares of the Company, par value
          $0.0001 per share, acquired by an Insider prior to the IPO; (iv) “IPO Shares” shall mean the Class
          A Ordinary Shares issued in the Company’s IPO; (v) “Private Placement Warrants” shall mean
          the warrants that are being sold privately by the Company simultaneously with the consummation of the IPO or following the IPO
          pursuant to Section 1.B(iii) of the Private Placement Warrant purchase agreement; (vi) “Trust Account”
          shall mean the trust account into which the net proceeds of the Company’s IPO and a portion of the proceeds from the sale
          of the Private Placement Warrants will be deposited; and (vii) “Registration Statement” means the
          Company’s registration statement on Form S-1 (SEC File Nos. 333-[•]) filed with the SEC, as amended.


   

  
  
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  		12.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
          hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
          to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
          may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
          by a written instrument executed by all parties hereto.


   

  		13.	The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
          and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render any Underwriter
          a representative of, or a fiduciary with respect to, the Company, its shareholders or any creditor or vendor of the Company with
          respect to the subject matter hereof.


   

  		14.	This Letter Agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives
          and assigns. This Letter Agreement shall terminate on the earlier of (i) the completion of a Business Combination and (ii) the
          liquidation of the Company; provided, that such termination shall not relieve the undersigned from liability for any
          breach of this agreement prior to its termination. The parties hereto may not assign either this Letter Agreement or any of their
          rights, interests, or obligations hereunder without the prior written consent of the other party. Any purported assignment in violation
          of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported
          assignee.


   

  [Signature Page Follows]

   

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

   

  	 	TIGA SPONSOR II LLC
	 	 
	 	By:	 
	 	Name:	Ashish Gupta
	 	Title:	Manager
	 	 	 
	 	Acknowledged and Agreed:
	 	TIGA ACQUISITION CORP. II
	 	 	 
	 	By:	 
	 	Name:	Diana Luo
	 	Title:	Chief Financial Officer


   

  [Signature Page
      to Letter Agreement (Sponsor)]

   

  
  
    	 		 


  

  
     

  

  
    

   [●], 2021

   

  TIGA ACQUISITION CORP. II

    250 North Bridge Road

  #24-00, Raffles City Tower

  Singapore 179101

   

  CREDIT SUISSE SECURITIES (USA) LLC

  Eleven Madison Avenue,

  New York, N.Y. 10010-3629

   

  GOLDMAN SACHS (ASIA) L.L.C.

  68/F, Cheung Kong Center

  2 Queen’s Road Central, Hong Kong

   

  Re: Initial Public Offering

   

  Ladies and Gentlemen:

   

  This letter (the “Letter Agreement”)
    is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
    entered into by and between Tiga Acquisition Corp. II, a Cayman Islands exempted company (the “Company”)
    and Credit Suisse Securities (USA) LLC and Goldman Sachs (Asia) L.L.C., as representatives (the “Representatives”)
    of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten
    initial public offering (the “IPO”) of the Company’s units (the “Units”),
    each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary
        Shares”), and one-quarter of one warrant, each whole warrant exercisable for one Class A Ordinary Share
    (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.

   

  In order to induce the Company and the Underwriters to enter
    into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the
    undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
    hereby agrees with the Company as follows:

   

  		1.	If the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all shares beneficially
          owned by him or her, whether acquired before, in or after the IPO, in favor of such Business Combination.


   

  
  
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  		2.	In the event that the Company does not complete a Business Combination within the time period set forth in the Company’s
          amended and restated memorandum and articles of association, as the same may be further amended from time to time (the “Charter”),
          the undersigned will, as promptly as possible, take all necessary actions to cause the Company to (i) cease all operations except
          for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem
          the IPO Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
          interest earned on the Trust Account not previously released to the Company to pay its tax obligations, if any (less up to $100,000
          of such net interest to pay dissolution expenses), divided by the number of then outstanding IPO Shares, which redemption will
          completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
          if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
          remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in the cases of clauses (ii)
          and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements
          of applicable law. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution
          of the Trust Account and any remaining net assets of the Company as a result of such liquidation with respect to the Founder Shares
          owned by the undersigned. However, if any of the undersigned have acquired IPO Shares in or after the IPO, they will be entitled
          to liquidating distributions from the Trust Account with respect to such IPO Shares in the event that the Company does not complete
          a Business Combination within the time period set forth in the Charter. The undersigned acknowledges and agrees that there will
          be no distribution from the Trust Account with respect to any Warrants, all rights of which will terminate on the Company’s
          liquidation.


   

  		3.	The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with
          a target business that is affiliated with the undersigned or any other Insiders of the Company or their affiliates, such transaction
          must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
          from an independent investment banking firm, which is a member of the Financial Industry Regulatory Authority, or an independent
          accounting firm that such Business Combination is fair to the Company’s unaffiliated shareholders from a financial point
          of view.


   

  		4.	None of the undersigned, any member of the family of any of the undersigned, or any affiliate of the undersigned will be entitled
          to receive and will not accept any compensation or other cash payment from the Company prior to, or for services rendered in order
          to effectuate, the completion of the Business Combination; provided that the Company shall be allowed to make the payments
          set forth in the Registration Statement adjacent to the caption “Prospectus Summary—The Offering—Limited payments
          to insiders.”


   

  		5.	(a)	The undersigned agrees that the Founder Shares may not be transferred, assigned or sold (except to certain permitted
          transferees as described in the Registration Statement or herein) (the “Lockup”) until the earlier to
          occur of: (1) one year after the completion of a Business Combination or (2) the date following the completion of the Company’s
          initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction
          that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities
          or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A Ordinary Shares equals or
          exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the
          like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business
          Combination, the Founder Shares will be released from the Lockup.


   

  
  
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  		(b)	Notwithstanding the provisions set forth in paragraphs 5(a) and 5(c), during the period commencing on the effective date of
          the Underwriting Agreement and ending 180 days after such date, the undersigned will not, without the prior written consent of
          the Representatives pursuant to the Underwriting Agreement, (i) offer, sell, contract to sell, pledge or otherwise dispose of (or
          enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual
          disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned
          or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing
          (or participation in the filing) of a registration statement with the Securities and Exchange Commission (the “SEC”)
          in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the
          meaning of Section 16 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the
          rules and regulations of the SEC promulgated thereunder with respect to, any other Units, Class A Ordinary Shares, Founder Shares
          or Warrants or any securities convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares owned by it, him or
          her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
          of ownership of any Units, Class A Ordinary Shares, Founder Shares, Warrants or any securities convertible into, or exercisable,
          or exchangeable for, Class A Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery
          of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction, including the filing
          of a registration statement, specified in clause (i) or (ii). The provisions of this paragraph will not apply (i) to the transfer
          of Founder Shares to any independent director appointed or elected to the Company’s board of directors before or after the
          IPO or (ii) if the release or waiver is effected solely to permit a transfer not for consideration and, in each case the transferee
          has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that
          such terms remain in effect at the time of the transfer.


   

  		(c)	The undersigned agrees that the undersigned’s Private Placement Warrants (or Class A Ordinary Shares issued or issuable
          upon the exercise of the Private Placement Warrants) shall not be transferred, assigned or sold until 30 days after the completion
          of the Company’s initial Business Combination.


  
  
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  		(d)	Notwithstanding the provisions set forth in paragraphs 5(a) and (c), transfers, assignments and sales by the undersigned of
          the Founder Shares, Private Placement Warrants and Class A Ordinary Shares issued or issuable upon the exercise of the Private
          Placement Warrants or conversion of the Founder Shares are permitted (i) to the Company’s officers or directors, any affiliates
          or family members of any of the Company’s officers or directors, to Tiga Sponsor II LLC, a Cayman Islands exempted company
          (the “Sponsor”), any members or partners of the Sponsor or their affiliates, or shareholders any affiliates
          of the Sponsor, or any employees of such affiliates; (ii) in the case of an individual, by gift to a member of the individual’s
          immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate
          of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution
          upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v)
          in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (vi) by private sales or
          transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation
          of the Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Class
          A Ordinary Shares, as applicable, were originally purchased; (vii) by virtue of the laws of the Cayman Islands upon termination
          and winding up of the Sponsor; (vii) in the event of the Company’s liquidation prior to the completion of a Business
          Combination; or (ix) in the event of completion of 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 subsequent to the completion of a Business Combination; provided, however, that in the case
          of clauses (i) through (vii) these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions
          herein. For the avoidance of doubt, the transfers of Founder Shares, Private Placement Warrants and Class A Ordinary Shares issued
          or issuable upon the exercise of the Private Placement Warrants or conversion of the Founder Shares shall be permitted regardless
          of whether a filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made with respect to such
          transfers.


   

  		6.	(a)	In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned
          hereby agrees that until the earliest of the Company’s initial Business Combination or liquidation, the undersigned shall
          present to the Company for its consideration, prior to presentation to any other entity, any target business that has a fair market
          value of at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in
          trust and taxes payable on the interest earned on the trust account), is expressly offered to such person solely in his or her
          capacity as a director of the Company and such opportunity is one the Company is legally and contractually permitted to undertake
          and would otherwise be reasonable for the Company to pursue, subject to any existing or future fiduciary or contractual obligations
          the undersigned might have.


   

  		(b)	The undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company would be irreparably injured
          in the event of a breach of the obligations under paragraph 6(a) above, (ii) monetary damages may not be an adequate remedy for
          such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such
          party may have in law or in equity, in the event of such breach.


   

  
  
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  		7.	The undersigned agrees to be a director or officer of the Company, as applicable, until the earlier of the completion by the
          Company of an initial Business Combination, the liquidation of the Company, or his or her removal, death or incapacity. In the
          event of the removal or resignation of the undersigned as a director or officer (as applicable), the undersigned agrees that he
          or she will not, prior to the completion of the Business Combination, without the prior express written consent of the Company,
          (i) use for the benefit of the undersigned or to the detriment of the Company or (ii) disclose to any third party (unless required
          by law or governmental authority), any information regarding a potential target of the Company that is not generally known by persons
          outside of the Company, the Sponsor, or their respective affiliates. The undersigned’s biographical information previously
          furnished to the Company and the Representatives is true and accurate in all material respects, does not omit any material information
          with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item
          401 of Regulation S-K, promulgated under the Securities Act of 1933, as amended. The undersigned’s FINRA Questionnaire previously
          furnished to the Company and the Representatives is true and accurate in all material respects. The undersigned represents and
          warrants that:


   

  		(a)	He or she is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or stipulation
          to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;


   

  		(b)	He or she has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial
          transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently
          a defendant in any such criminal proceeding; and


   

  		(c)	he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or
          had a securities or commodities license or registration denied, suspended or revoked.


   

  		8.	The undersigned has full right and power, without violating any agreement by which he or she is bound, to enter into this Letter
          Agreement and to serve as a director or officer of the Company, as applicable.


   

  		9.	The undersigned hereby waives his or her right to exercise redemption rights with respect to any of the Company’s ordinary
          shares owned or to be owned by the undersigned, directly or indirectly, whether such shares be part of the Founder Shares or IPO
          Shares, and agrees that he or she will not seek redemption with respect to such shares (or sell such shares to the Company in any
          tender offer) in connection with any shareholder vote to approve (x) a Business Combination or (y) an amendment to the Charter
          that would affect the substance or timing of the Company’s obligation to allow redemption in connection with the Business
          Combination or to redeem 100% of the Class A Ordinary Shares if the Company has not completed a Business Combination within 24
          months from the closing of the IPO.


   

  
  
    	 	5	 


  

  
     

  

  
  

   

  		10.	The undersigned hereby agrees to not propose, or vote in favor of, an amendment to Article 49.7 of the Charter prior to the
          completion of a Business Combination unless the Company provides public shareholders with the opportunity to redeem their Class
          A Ordinary Shares upon such approval in accordance with such Article 49.7 thereof.


   

  		11.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York,
          without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
          The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this
          Letter Agreement shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern
          District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives any objection
          to such exclusive jurisdiction and that such courts represent an inconvenient forum.


   

  		12.	As used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition,
          share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
          (ii) “Insiders” shall mean all officers, directors and sponsors of the Company immediately prior to the
          IPO; (iii) “Founder Shares” shall mean all of the Class B Ordinary Shares of the Company, par value
          $0.0001 per share, acquired by an Insider prior to the IPO; (iv) “IPO Shares” shall mean the Class
          A Ordinary Shares issued in the Company’s IPO; (v) “Private Placement Warrants” shall mean
          the warrants that are being sold privately by the Company simultaneously with the consummation of the IPO or following the IPO
          pursuant to Section 1.B(iii) of the Private Placement Warrant purchase agreement; (vi) “Trust Account”
          shall mean the trust account into which the net proceeds of the Company’s IPO and a portion of the proceeds from the sale
          of the Private Placement Warrants will be deposited; and (vii) “Registration Statement” means the
          Company’s registration statement on Form S-1 (SEC File No. 333-[•]) filed with the SEC, as amended.


   

  		13.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
          hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
          to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
          may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
          by a written instrument executed by all parties hereto.


   

  		14.	The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
          and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render any Underwriter
          a representative of, or a fiduciary with respect to, the Company, its shareholders or any creditor or vendor of the Company with
          respect to the subject matter hereof.


   

  
  
    	 	6	 


  

  
     

  

  
  

   

  		15.	This Letter Agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives
          and assigns. This Letter Agreement shall terminate on the earlier of (i) the completion of a Business Combination and (ii) the
          liquidation of the Company; provided, that such termination shall not relieve the undersigned from liability for any breach
          of this agreement prior to its termination. The parties hereto may not assign either this Letter Agreement or any of their rights,
          interests, or obligations hereunder without the prior written consent of the other party. Any purported assignment in violation
          of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported
          assignee.


   

  [Signature Page Follows]

   

  
  
    	 	7	 


  

  
     

  

  
   

  	 	Sincerely,
	 	 	 
	 	By:	 
	 	Name of Insider:  G. Raymond Zage, III
	 	 	 
	 	By:	 
	 	Name of Insider:  Ashish Gupta
	 	 	 
	 	By:	 
	 	Name of Insider:  Carman Wong
	 	 	 
	 	By:	 
	 	Name of Insider:  [●]
	 	 	 
	 	By:	 
	 	Name of Insider:  Diana Luo
	 	 	 
	 	By:	 
	 	Name of Insider:  Peter Chambers
	 	 	 
	 	Acknowledged and Agreed:
	 	TIGA ACQUISITION CORP. II
	 	 	 
	 	By:	 
	 	Name:	Diana Luo
	 	Title:	Chief Financial Officer


   

  [Signature
      Page to Letter Agreement (Insider)]