Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Tiga
Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Tiga Sponsor II LLC, a Cayman
Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on
the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to
this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS, the
Sponsor owns 5,750,000 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”),
respectively, up to 750,000 of which are subject to forfeiture by the Sponsor if the underwriters of the Company’s initial
public offering do not exercise their over-allotment option in full;


 


WHEREAS, the
Holder other than the Sponsor owns 20,000 Founder Shares;


 


WHEREAS, the
Founder Shares will automatically convert into the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class
A Ordinary Shares”), on the first business day following the completion of the Company’s initial business combination
on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Company’s amended and restated
memorandum and articles of association, as the same may be amended from time to time;


 


WHEREAS, on
[•], 2021, the Company and the Sponsor have entered into that certain Private Placement Warrants Purchase Agreement, pursuant
to which the Sponsor agreed to purchase 4,000,000 Private Placement Warrants (or up to 4,400,000 Private Placement Warrants if
the over-allotment option in connection with the Company’s initial public offering is exercised in full) (the “Private
Placement Warrants”), in a private placement transaction occurring simultaneously with the closing of the Company’s
initial public offering; and


 


WHEREAS, the
Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the mutual representations, covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:


 


ARTICLE
I

DEFINITIONS


 


1.1.       Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth
below:


 




    	 		 



     


    




 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company,
(i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement
or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which
they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being
filed, and (iii) the Company has a bona fide business purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble hereto.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business
Combination” shall mean the acquisition of direct or indirect ownership through any merger, share exchange, asset
acquisition, share purchase, reorganization or other similar type of transaction, with one or more businesses or entities, involving
the Company.


 


“Class
A Ordinary Shares” shall have the meaning given in the Recitals hereto.


 


“Commission”
shall mean the U.S. Securities and Exchange Commission.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand
Registration” shall have the meaning given in subsection 2.1.1.


 


“Demanding
Holder” shall have the meaning given in subsection 2.1.1.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1”
shall have the meaning given in subsection 2.1.1.


 


“Form S-3”
shall have the meaning given in subsection 2.3.


 


“Founder
Shares” shall have the meaning given in the Recitals hereto and includes the Class A Ordinary Shares issuable upon
conversion thereof.


 


“Founder
Shares Lock-up Period” shall mean, with respect to the Founder Shares, the period during which any “lock-up”
restrictions apply to the Founder Shares as set forth in any letter agreement with the Company.


 


“Holders”
shall have the meaning given in the Preamble.


 


“Insider
Letter” shall mean those certain letter agreements, dated as of [•], 2021, among the Sponsor, the Company and
each of the Company’s officers, directors and director nominees.


 


“Maximum
Number of Securities” shall have the meaning given in subsection 2.1.4.


 




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“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances
under which they were made not misleading.


 


“Permitted
Transferees” shall mean a person or entity to whom Registrable Securities are permitted to be transferred prior to
the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, in accordance with
this Agreement, the Insider Letters and any other letter agreement with the Company, and any transferee thereafter.


 


“Piggyback
Registration” shall have the meaning given in subsection 2.2.1.


 


“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers
of such Private Placement Warrants or their Permitted Transferees, and any of the Class A Ordinary Shares issued or issuable upon
the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement
Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business
Combination.


 


“Private
Placement Warrants” shall have the meaning given in the Recitals hereto.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) the Class A Ordinary Shares issued or issuable upon the conversion of any Founder Shares,
(b) the Private Placement Warrants (including any Class A Ordinary Shares issued or issuable upon the exercise of any such Private
Placement Warrants), (c) all of the Working Capital Warrants, (d) any outstanding Class A Ordinary Share or any other equity security
(including the Class A Ordinary Shares issued or issuable upon the exercise of any other equity security) held by a Holder as of
the date of this Agreement, and (e) any other equity security of the Company issued or issuable with respect to any such Ordinary
Share by way of a dividend, share capitalization or share sub-division or in connection with a combination of shares, capitalization,
merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities
shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged
in accordance with and pursuant to such Registration Statement; (B) such securities shall have been otherwise transferred, new
certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and
subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities
shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under
the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or
limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or
other public securities transaction.


 




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“Registration”,
“Register” and “Registered” shall mean a registration effected by preparing
and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable
rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A)       all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any securities exchange on which the Class A Ordinary Shares are then listed;


 


(B)       fees
and expenses of compliance with securities or blue sky laws (including reasonable and documented fees and disbursements of counsel
for the Underwriters in connection with blue sky qualifications of Registrable Securities);


 


(C)       printing,
messenger, telephone and delivery expenses;


 


(D)       reasonable
fees and disbursements of counsel for the Company;


 


(E)       reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with
such Registration; and


 


(F)       reasonable
and documented fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating
a Demand Registration to be registered for offer and sale in the applicable Registration.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 


“Requesting
Holder” shall have the meaning given in subsection 2.1.1.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the from time to time.


 


“Sponsor”
shall have the meaning given in the Recitals hereto.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities
of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 




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“Warrant
Agreement” shall mean that certain Warrant Agreement, dated the date hereof, by and between the Company and Continental
Stock Transfer & Trust Company, as warrant agent.


 


“Working
Capital Warrants” means the warrants held by the Sponsor, the officers or directors of the Company or their respective
affiliates which may be issued in repayment of working capital loans made to the Company.


 


ARTICLE
II



REGISTRATION


 


		2.1.	Demand Registration.



 


2.1.1       Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from
time to time on or after the date the Company completes a Business Combination, the Sponsor, or the Holders of at least a majority
in interest of the then issued and outstanding Registrable Securities (together with the Sponsor, the “Demanding Holders”)
may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written
demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution
thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the
Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand,
and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable
Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s
Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing,
within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written
notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable
Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable,
but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration
of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under
no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand
Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however,
that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that
may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities
requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been
sold, in accordance with Section 3.1 of this Agreement.


 


2.1.2       Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with
the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and
(ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration
pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or
state court or any other governmental agency the Registration Statement with respect to such Demand Registration shall be deemed
not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated,
and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to
continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such
election; provided, further, that the Company shall not be obligated or required to file another Registration Statement
until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration
becomes effective or is subsequently terminated.


 




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2.1.3       Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of
the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities
pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder
or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s
participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten
Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten
Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s)
selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 


2.1.4       Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the
dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell,
taken together with all other Class A Ordinary Shares or other equity securities that the Company desires to sell and the Class
A Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration
rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities
that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as
follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on
the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included
in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting
Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro
Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata,
based on the respective numbers of Registrable Securities that each Holder has so requested exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1 hereof) without exceeding the Maximum Number of Securities; and
(iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii),
the Class A Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the
Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (i), (ii) and (iii), the Class A Ordinary Shares or other equity securities of other persons or entities that
the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons
and that can be sold without exceeding the Maximum Number of Securities.


 




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2.1.5       Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from
a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and
the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the
Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such
Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection
2.1.5 and such Registration shall not constitute a Demand Registration provided for in this Section 2.1.


 


		2.2.	Piggyback Registration.



 


2.2.1       Piggyback
Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, for its own account or for the account of shareholders
of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section
2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan,
(ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering
of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall
give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less
than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount
and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing
Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity
to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after
receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in
good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause
the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by
the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions
as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable
Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary
form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 




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2.2.2       Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of the Class A Ordinary Shares that the Company desires to sell, taken together with
(i) the Class A Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements
with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which
registration has been requested pursuant to Section 2.2 hereof and (iii) the Class A Ordinary Shares, if any, as to which
Registration has been requested pursuant to separate written contractual piggyback registration rights of other shareholders of
the Company, exceeds the Maximum Number of Securities, then:


 


(a)       If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the
Class A Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
subsection 2.2.1 hereof, Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested
to be registered, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A) and (B), the Class A Ordinary Shares, if any, as to which
Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company,
which can be sold without exceeding the Maximum Number of Securities;


 


(b)       If
the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company
shall include in any such Registration (A) first, the Class A Ordinary Shares or other equity securities, if any, of such requesting
persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of
Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A),
the Class A Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the
Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A) and (B), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant
to subsection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has so requested
to be registered, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Class A Ordinary Shares or
other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate
written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.


 




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2.2.3       Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her
or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with
the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the
result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such
Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4       Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall
not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3.       Registrations
on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company,
pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale
of any or all of their Registrable Securities on Form S-3 or any similar short-form registration statement that may be available
at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect
such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a
Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the
proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who
thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall
so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon
as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request
for a Registration on Form S-3, the Company shall register all or such portion of any such Holder’s Registrable Securities
as are specified in such written request, together with all or such portion of Registrable Securities of the Company, any other
Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided,
however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i)
a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any
other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and
such other equity securities (if any) at any aggregate price to the public of less than $20,000,000; provided further that
under no circumstances shall the Company be obligated to effect more than an aggregate of two (2) Registrations under this Section
2.3 with respect to any or all Registrable Securities. Registrations effected pursuant to this Section 2.3 shall not
be counted as Demand Registrations effected pursuant to Section 2.1.


 




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2.4.       Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company
initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration
pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable
Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the
Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of
the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a
certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental
to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing
of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than
thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any
12-month period. Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected or permitted
and no Registration Statement shall become effective, with respect to any Registrable Securities held by any Holders, until after
the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be.


 


ARTICLE
III

COMPANY PROCEDURES


 


3.1.       General
Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect
the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale
of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall,
as expeditiously as possible:


 


3.1.1       prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use
its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until all
Registrable Securities covered by such Registration Statement have been sold; provided, however, that the Company shall
have the right to defer any Demand Registration for up to 90 days, and any Piggy-Back Registration for such period as may be applicable
to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish
to the Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the
Board of Directors of the Company (the “Board”), it would be materially detrimental to the Company and its shareholders
for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have
the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect
of a Demand Registration hereunder.


 


3.1.2       prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the
rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and
regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration
Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement
to the Prospectus;


 




    	 	10	 



     


    




 


3.1.3       prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement
(including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities
included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the
Registrable Securities owned by such Holders;


 


3.1.4       prior
to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other governmental authorities or securities exchanges, including the New York Stock Exchange,
as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be
necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the
disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required
to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action
to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise
so subject;


 


3.1.5       cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


3.1.6       provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 


3.1.7       advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening
of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued;


 


3.1.8       at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus,
furnish a copy thereof to each seller of such Registrable Securities or its counsel;


 




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3.1.9       notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect,
includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10       permit
a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters,
if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own
expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply
all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration;
provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance
reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11       obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an
Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort”
letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders;


 


3.1.12       on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance
letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the
placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration
in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request
and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest
of the participating Holders;


 


3.1.13       in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering. The representations, warranties and covenants of the Company in any underwriting
agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the
benefit of the Holders whose Registrable Securities are included in such Registration Statement. No Holder whose Registrable Securities
are included in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement
except, if applicable, with respect to such Holder’s organization, good standing, authority, title to Registrable Securities,
lack of conflict of such sale with such Holder’s material agreements and organizational documents, and with respect to written
information relating to such Holder that such Holder has furnished in writing expressly for inclusion in such Registration Statement.


 


3.1.14       make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor
rule promulgated thereafter by the Commission);


 




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3.1.15       ensure
that the principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer
of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect
to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys,
accountants and potential investors;


 


3.1.16       if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its
reasonable efforts to make available senior executives of the Company to participate in customary “road show” and analyst
or investor presentations and such other selling or other informational meetings organized by the Underwriter that may be reasonably
requested by the Underwriter in any Underwritten Offering;


 


3.1.17       cooperate
with each Underwriter participating in the disposition of such Registrable Securities and Underwriters’ counsel in connection
with any and filings required to be made with The Financial Industry Regulatory Authority, Inc., including using commercially reasonable
efforts to obtain pre-clearance and pre-approval of the Registration Statement and applicable prospectus upon filing with the Commission;


 


3.1.18       in
the case of certificated Registrable Securities, cooperate with the Holders and the managing Underwriters to facilitate the timely
preparation and delivery of certificates (not bearing any legends) representing Registrable Securities to be sold after receiving
written representations from the Holders participating in such offering that the Registrable Securities represented by the certificates
so delivered by such Holders will be transferred in accordance with the Registration Statement, and enable such Registrable Securities
to be in such denominations and registered in such names as such Holders or managing Underwriters may reasonably request at least
two business days prior to any sale of such Registrable Securities; and


 


3.1.19       otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration, including, without limitation, making available senior executives of the Company to participate in any
due diligence sessions that may be reasonably requested by the Underwriter in any Underwritten Offering.


 


3.2.       Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that
the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3.       Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of
the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may
be reasonably required under the terms of such underwriting arrangements.


 




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3.4.       Suspension
of Sales; Insider Trading; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement
or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until
it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company
hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until
it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or
continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse
Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company
for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders,
delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but
in no event more than sixty (60) days, determined in good faith by the Company to be necessary for such purpose, provided such
period may be extended for an additional thirty (30) days with the consent of a majority-in-interest of the holders of Registrable
Securities, which consent shall not be unreasonably withheld; provided further, that such right to suspend the use of a Registration
Statement shall be exercised by the Company not more than once in any twelve (12) month period. In the event the Company exercises
its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to
above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities.
The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this
Section 3.4. The Holders agree that, except as required by applicable law, the Holders shall treat as confidential the receipt
of written notice from the Company under this Section 3.4 (provided that in no event shall such notice contain any material
nonpublic information of the Company) and shall not disclose or use the information contained in such written notice without the
prior written consent of the Company until such time as the information contained therein is or becomes public, other than as a
result of disclosure by a holder of Registrable Securities in breach of the terms of this Agreement.


 


3.5.       Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the
Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants
that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable
such Holder to sell Class A Ordinary Shares held by such Holder without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the
Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a
written certification of a duly authorized officer as to whether it has complied with such requirements.


 




    	 	14	 



     


    




 


3.6.       Information.
The Holders shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any,
in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect
the Registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s
obligation to comply with federal and applicable state securities laws.


 


ARTICLE
IV

INDEMNIFICATION AND CONTRIBUTION


 


		4.1.	Indemnification.



 


4.1.1       The
Company agrees to indemnify, each Holder of Registrable Securities, each of their respective officers, employees, affiliates, and
directors, partners, members, attorneys and agents, and each person, if any, who controls such Holder (within the meaning of the
Securities Act)(each, a “Holder Indemnified Party”) against all losses, judgments, claims, damages, liabilities
or expenses (including attorneys’ fees)(each, a “Loss”), whether joint or several, arising out of or based
upon any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act
or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company
in connection with any such Registration; and the Company shall promptly reimburse the Holder Indemnified Party for any legal and
any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such
Loss; provided, however, that the Company will not be liable in any such case to the extent that any such Loss arises out of or
is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement,
Prospectus or preliminary Prospectus, or any such amendment or supplement, in reliance upon and in conformity with information
furnished to the Company, in writing, by such selling Holder expressly for use therein. The Company shall indemnify the Underwriters,
their officers, affiliates, and directors, partners, members and agents and each person who controls such Underwriters (within
the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder
Indemnified Parties.


 


4.1.2       In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such
Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers
and agents and each person who controls the Company (within the meaning of the Securities Act) against any Loss resulting from
any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit
so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify
shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of
Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable
Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their
officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent
as provided in the foregoing with respect to indemnification of the Company.


 




    	 	15	 



     


    




 


4.1.3       Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to
indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such
indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party
who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified
parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry
of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is
so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such
claim or litigation.


 


4.1.4       The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by
or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive
the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make
such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s
or such Holder’s indemnification is unavailable for any reason.


 


4.1.5       If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any Loss referred to herein, then the indemnifying party, in lieu of indemnifying the
indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion
as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified
party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity
to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5
shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The
amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include,
subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges
or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that
it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation
or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection
4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 




    	 	16	 



     


    

  


ARTICLE
V

MISCELLANEOUS


 


5.1.       Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram
or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed
sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on
which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram
or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at
such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed,
if to the Company, to: 250 North Bridge Road, #24-00, Raffles City Tower, Singapore, 179101, Attn: Chief Financial Officer, email:
CFO@tigainvestments.com, with a copy to the Company’s counsel at: Milbank LLP, Marina Bay Financial Centre, #36-03 Tower
3, Singapore 018982, Attn: David H. Zemans, email: DZemans@milbank.com, or if to any Holder, to such Holder’s address or
facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time
and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30)
days after delivery of such notice as provided in this Section 5.1.


 


		5.2.	Assignment; No Third Party Beneficiaries.



 


5.2.1       This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part.


 


5.2.2       Prior
to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may
assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection
with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees
to become bound by the transfer restrictions set forth in this Agreement, the Warrant Agreement or any other applicable letter
agreements between the Company and such Holder.


 




    	 	17	 



     


    




 


5.2.3       This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4       This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth
in this Agreement and Section 5.2 hereof.


 


5.2.5       No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms
and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer
or assignment made other than as provided in this Section 5.2 shall be null and void.


 


5.3.       Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed
an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4.       Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG
NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
OF SUCH JURISDICTION. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED
IN THE CITY OF NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION
OR PROCEEDING AND HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.5.       Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable
Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement
may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that
notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity
as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall
require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto
or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall
operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies
under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or
thereunder by such party.


 




    	 	18	 



     


    




 


5.6.       Other
Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has
any right to require the Company to register any Registrable Securities of the Company for sale or to include such Registrable
Securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account
of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights
agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements
and this Agreement, the terms of this Agreement shall prevail.


 


5.7.       Term.
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as
of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the
applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities
under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner
of sale. The provisions of Section 3.5 and Article IV shall survive any termination.


 


[Signature Page Follows]


 




    	 	19	 



     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	TIGA ACQUISITION CORP. II
	 	 	 
	 	By:	 
	 	 	Name: Diana Luo
	 	 	Title: Chief Financial Officer 
	 	 	 
	 	SPONSOR:
	 	TIGA SPONSOR II LLC
	 	 	 
	 	By:	 
	 	 	Name: Ashish Gupta
	 	 	Title: Manager 
	 	 	 
	 	HOLDERS:
	 	CARMAN WONG
	 	 	 
	 	By:	 
	 	 	Name: Carman Wong
	 	 	Title: Holder 


 


[Signature Page to Registration Rights
Agreement]