Exhibit 10.4

   

  Execution Version

   

  PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

   

  THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November
      23, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tiga Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Tiga Sponsor LLC, a Cayman Islands exempted
      company (the “Sponsor” or the “Purchaser”).

   

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

   

  WHEREAS, each whole warrant entitles the holder to purchase one Class A
      ordinary share at an exercise price of $11.50 per Class A Ordinary Share. as set forth in the Company’s registration statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File Number 333-249853 (the
      “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”);

   

  AND WHEREAS, the Purchaser has agreed to purchase 9,200,000 warrants (or 10,280,000 in the
      aggregate if the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Class A Ordinary Share at an
      exercise price of $11.50 per Class A ordinary share and the Sponsor also has an option to purchase up to 7,200,000 (or 8,280,000 if the over-allotment option is exercised in full) additional Private Placement Warrants in order to extend the period of
      time to consummate a business combination.

   

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

   

  AGREEMENT

   

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

   

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

   

  B.       Purchase and Sale of the Private Placement Warrants.

   

  (i)       On the date of the consummation of the Public Offering or on
      such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company,

   

  
    
      


  

  
   

  9,200,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of
      $9,200,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company, consisting of (i) $7,200,000 to the trust account, at JP Morgan Chase Bank, N.A. (or at
      another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions and (ii) $2,000,000 to the
      Company in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of immediately available
      funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in
      book-entry form.

   

  (ii)      On the date of any closing of the over-allotment option, if
      any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, the “Over-allotment Closing Date”), the Company shall issue and sell to the
      Purchaser, and the Purchaser shall purchase from the Company, up to 1,080,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $1,080,000 (if the over-allotment option in connection with the Public
      Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the
      Trust Account at least one (1) business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to
      the trust account, at JP Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the
      Company’s wiring instructions to be provided separately in advance of the Closing Date. The Company at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the
      Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

   

  (iii)     Upon not less than five days notice to the Company, at the
      option of the Purchaser, on the dates that are six, 12 and 18 months, respectively from the IPO Closing Date (each such date, an “Option Closing Date” and each Over-allotment Closing Date and Option Closing Date, together with the IPO
      Closing Date, the “Closing Dates”) the Company shall issue and sell to the Purchaser, its affiliates or permitted designees (the “Option Purchaser”) and the Option Purchaser shall purchase from the Company, an additional
      2,400,000, or up to 2,760,000 if the over-allotment option in connection with the Public Offering is exercised in full (such number of warrants, pro rata to the extent to which the over-allotment option in connection with the Public Offering is
      exercised), Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $2,400,000, or up to $2,760,000 if the over-allotment option in connection with the Public Offering is exercised in full (such purchase price,
      pro rata to the extent to which the over-allotment option in connection with the Public Offering is exercised, and in any event $0.10 per Class A Ordinary Share sold in the Public Offering) (the “Option Purchase Price”).The Option
      Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to such Option Closing Date. On the Option
      Closing Date, following the payment by the Option

  
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  Purchaser of the Option Purchase Price by wire transfer of immediately available funds to the Trust Account, at
      JP Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring
      instructions to be provided separately in advance of the Option Closing Date, the Company at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Option Purchaser on such date duly registered in the
      Option Purchaser’s name or names to the Option Purchaser, or effect such delivery in book-entry form. For the avoidance of doubt, if the Purchaser has not exercised its option in accordance with this paragraph at each prior Option Closing Date, no
      Option Purchaser shall have the benefit of the option described in this paragraph at any subsequent Option Closing Date.

   

  C.       Terms of the Private Placement Warrants.

   

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

   

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

   

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

   

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

   

  B.       Authorization; No Breach.

   

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

  

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

   

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

   

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

   

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

   

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

   

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

   

  B.       Authorization; No Breach.

  

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

   

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

   

  C.       Investment Representations.

   

  For the purposes of this Section 3(C) the term “Purchaser” includes an
      Option Purchaser, to the extent applicable on any Option Closing Date.

   

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

   

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

   

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

   

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

   

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

   

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

  

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

   

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

   

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

   

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

   

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

   

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

   

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

  

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

   

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

   

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

   

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

   

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

   

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

   

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

   

  Section 6.      Termination. This Agreement may be terminated at
      any time after December 31, 2020 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.

   

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

   

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

   

  Section 9.      Miscellaneous.

   

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

  
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  (including, without limitation one or more of its members) or such other designee to act as Option Purchaser as
      may be agreed by the Purchaser and the Company.

   

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

   

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

   

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

   

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

   

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

   

  [Signature Page Follows]

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

   

  

  	 	COMPANY:	 
	 	TIGA ACQUISITION CORP.	 
	 	 	 
	 	By:	/s/ Diana Luo	 
	 	 	Name: Diana Luo	 
	 	 	Title: Chief Financial Officer	 
	 	 	 	 
	 	PURCHASER:	 
	 	TIGA SPONSOR LLC	 
	 	 	 
	 	By:	/s/ Ashish Gupta	 
	 	 	Name: Ashish Gupta	 
	 	 	Title: Manager	 


   

  

  
    [Signature Page to Private Placement Warrants Purchase Agreement]