Exhibit 10.6

      

      

      THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS
        NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO
        THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

      

      

      AMENDED AND RESTATED PROMISSORY NOTE

      

      

      	
              Principal Amount: $400,000

            	
              Dated as of January 11, 2022

            


      

      

      This Amended and Restated Promissory Note (this “Note”)
        is made as of the date hereof (“Amendment Date”) between Tiga Acquisition Corp. II, a Cayman Islands exempted company (the “Maker”) and Tiga Sponsor II LLC, a Cayman Islands limited liability company, or its registered assigns or successors in interest (the “Payee”).

      

      

      WHEREAS, the Maker and the Payee entered into a Promissory Note, dated January 12, 2021, pursuant to which the Maker promised to pay
        to the order of the Payee the original principal amount of Three Hundred Thousand Dollars ($300,000) (the “Original Note”);

      

      

      WHEREAS, as of the Amendment Date, the Maker has drawn down Two Hundred and Twenty Five Thousand Dollars ($225,000), resulting in an
        outstanding principal amount of Seventy Five Thousand Dollars ($75,000) under the Original Note;

      

      

      WHEREAS, the Maker has requested amendments to certain terms of the Notes, including the extension of one of the alternative Maturity
        Dates to January 12, 2023 and the increase of the principal amount of this Note by One Hundred Thousand Dollars ($100,000), and the Payee has agreed to the requested amendments under the terms and conditions set forth herein; and

      

      

      WHEREAS, the parties intend this Note to modify, amend and supersede the Original Note according to the terms and conditions set forth
        herein.

      

      

      NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth and other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged, the Maker and Payee hereby agree to amend and restate the Note in its entirety as follows:

      
        
          


      

      

      

      1.          Principal.

      

      

      (a)          The entire unpaid
          principal balance of this Note shall be payable on the earlier of: (i) January 12, 2023 or (ii) the date on which Maker consummates an initial public offering of its securities (such earlier date, the “Maturity Date”).  The principal balance may be prepaid at any time.  Under no circumstances shall any individual, including but not limited to any officer, director, employee or
          shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

      

      

      (b)          Subject to the Payee’s
          entire discretion and to the completion of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities by the Maker, the unpaid principal balance may be
          converted into warrants of the Maker at a price of $1.50 per warrant.

      

      

      2.          Drawdown Requests.  Maker and Payee agree that Maker may request, from time to time, up to Four Hundred Thousand Dollars ($400,000) in drawdowns under this Note to
          be used for costs and expenses related to Maker’s formation and the proposed initial public offering of its securities (the “IPO”).  Principal
          of this Note may be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown Request”). 
          As of the Amendment Date, the Maker has already drawn down Two Hundred and Twenty Five Thousand Dollars ($225,000).  Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars
          ($10,000).  Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns under this Note at any time may not exceed Four Hundred Thousand
          Dollars ($400,000), of which the Maker has already drawn down Two Hundred and Twenty Five Thousand Dollars ($225,000).  No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.

      

      

      3.          Interest.  No interest shall accrue on the unpaid principal balance of this Note.

      

      

      4.          Application of Payments.  All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including
          (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

      

      

      5.          Events of Default.  The following shall constitute an event of default (“Event of Default”):

      

      

      (a)          Failure to Make Required Payments.  Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified on Section 1(a),
          subject to Section 6(a).

      

      

      (b)          Voluntary Bankruptcy, Etc.  The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or
          the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any
          assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

      

      

      (c)          Involuntary Bankruptcy, Etc.  The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any
          applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or
          liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

      
        
          


      

      

      

      6.          Remedies.

      

      

      (a)          Upon the occurrence of
          an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall
          become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

      

      

      (b)          Upon the occurrence of
          an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on
          the part of Payee.

      

      

      7.          Waivers.  Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of
          protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any
          property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for
          payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

      

      

      8.          Unconditional Liability.  Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this
          Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to
          by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or
          sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

      

      

      9.          Notices.  All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent
          by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax
          number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party.  Any
          notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one
          (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

      
        
          


      

      

      

      10.          Construction.  THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

      

      

      11.          Severability.  Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
          extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
          jurisdiction.

      

      

      12.          Trust Waiver.  Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including
          the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement to occur on or prior to the effectiveness of the IPO are to be deposited, as described in greater detail in the
          registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for
          any reason whatsoever.

      

      

      13.          Amendment; Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

      

      

      14.          Assignment.  No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without
          the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

      

      

      

      

      [Signature page follows]

       

      

       

      

      
        
          


      

      

      

      IN WITNESS WHEREOF, Maker,
        intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

      
        

        

        
          	 	 	 	 	
                  TIGA ACQUISITION CORP. II

                   

                  

                   

                  

                
	 	 	 	 	
                  By:

                	
                  /s/ Ashish Gupta

                
	 	 	 	 	 	
                  Name:

                	
                  Ashish Gupta

                
	 	 	 	 	 	
                  Title:

                	
                  Director

                
	 
	
                  Acknowledged and Agreed to

                  as of the date first written above

                	 	 	 	 
	 
	 	
                  TIGA SPONSOR II LLC

                   

                  

                   

                  

                	 	 	 	 
	
                  By:

                	
                  /s/ Ashish Gupta

                	 	 	 	 
	 	
                  Name:

                	
                  Ashish Gupta

                	 	 	 	 
	 	
                  Title:

                	
                  Manager