Exhibit 10.2

   

  INVESTMENT MANAGEMENT TRUST AGREEMENT

   

  This Investment Management Trust Agreement
    (this “Agreement”) is made effective as of [•], 2021 by and between Tiga Acquisition Corp. III (the “Company”)
    and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

   

  WHEREAS, the Company’s registration
    statement on Form S-1, No. 333-[•] (the “Registration Statement”) and prospectus (the “Prospectus”),
    for its initial public offering of the Company’s units (the “Units”), each of which consists of one of
    the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and
    one-quarter of one warrant, each whole warrant entitling the holder thereof to purchase one whole Class A ordinary share (such
    initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date
    hereof (the “Effective Date”) by the U.S. Securities and Exchange Commission (capitalized terms used herein
    and not otherwise defined shall have the meanings set forth in the Registration Statement);

   

  WHEREAS, Credit Suisse Securities (USA)
    LLC and Goldman Sachs (Asia) L.L.C. are acting as the representatives of the underwriters (the “Representatives”)
    in the Offering pursuant to an underwriting agreement between the Company and the underwriters (“Underwriting Agreement”);

   

  WHEREAS, simultaneously with the Offering,
    the Company’s sponsor will be purchasing 3,333,333 warrants (“Private Placement Warrants”) from the Company
    for an aggregate purchase price of $5,000,000 (and additional amounts of Private Placement Warrants from the Company if the underwriters
    exercise their over-allotment option, up to 3,633,333 Private Placement Warrants for an aggregate purchase price of $5,450,000
    if the underwriters’ over-allotment option is exercised in full);

   

  WHEREAS, as described in the Prospectus,
    and in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended
    from time to time (the “Charter”), $150,000,000 of the gross proceeds of the Offering and sale of the Private
    Placement Warrants ($172,500,000 if the underwriters’ over-allotment option is exercised in full) will be delivered to the
    Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
    for the benefit of the Company and the holders of the Company’s Class A ordinary shares issued in the Offering as hereinafter
    provided (the amount to be delivered to the Trustee will be referred to herein as the “Property”; the shareholders
    for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and
    the Public Shareholders and the Company will be referred to together as the “Beneficiaries”);

   

  WHEREAS, pursuant to the Underwriting Agreement,
    a portion of the Property equal to $5,250,000, or $6,037,500 if the underwriters’ over-allotment option is exercised in
    full, is attributable to deferred underwriting discounts and commissions that may become payable by the Company to the underwriters
    upon the completion of an initial business combination (as described in the Prospectus, a “Business Combination”)
    (the “Deferred Discount”); and

   

  
  
    	 		 


  

  
     

  

  
   

  

  WHEREAS, the Company and the Trustee desire
    to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

   

  NOW THEREFORE, IT IS AGREED:

   

  1.            Agreements
      and Covenants of Trustee. The Trustee hereby agrees and covenants to:

   

  (a)       Hold
    the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
    the Trustee in the United States at JP Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated
    assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;

   

  (b)       Manage,
    supervise and administer the Trust Account subject to the terms and conditions set forth herein;

   

  (c)       In
    a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
    within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
    or in open-end money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
    under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined
    by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn
    no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank
    credits or other consideration during such periods;

   

  (d)       Collect
    and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,”
    as such term is used herein;

   

  (e)       Promptly
    notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring
    action by the Company;

   

  (f)        Supply
    any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
    preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completion
    of the audit of the Company’s financial statements by the Company’s auditors;

   

  (g)       Participate
    in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
    by the Company to do so;

   

  (h)       Render
    to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
    of the Trust Account;

   

  
  
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  (i)       Commence
    liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
    from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
      A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Financial Officer or other authorized
    officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
    interest not previously released to the Company to pay its tax obligations (and less up to $100,000 of interest that may be released
    to the Company to pay dissolution expenses, if applicable), only as directed in the Termination Letter and the other documents
    referred to therein; or (y) the later of (1) 24 months after the closing of the Offering, and (2) such later date as may be approved
    by the Company’s shareholders in accordance with the Company’s Charter, if a Termination Letter has not been received
    by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth
    in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously
    released to the Company to pay its tax obligations (less up to $100,000 of interest that may be released to the Company to pay
    dissolution expenses, if applicable), shall be distributed to the Public Shareholders of record as of such date; provided, further,
    that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes
    payable;

   

  (j)       Upon
    written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
    as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property
    requested by the Company to cover any tax obligation owed by the Company, which amount shall be delivered directly to the Company
    by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing
    authority so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided,
    however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall
    liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution (it
    being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from
    the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company
    is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;

   

  (k)       Upon
    written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
    as Exhibit D, the Trustee shall distribute to the remitting brokers on behalf of Public Shareholders redeeming Class A ordinary
    shares the amount required to pay redeemed Class A ordinary shares from Public Shareholders; and

   

  (l)       Not
    make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), (j), or (k)
    above.

   

  2.            Agreements
      and Covenants of the Company. The Company hereby agrees and covenants to:

   

  
  
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  (a)       Give
    all instructions to the Trustee hereunder in writing, signed by the Company’s President, Chief Executive Officer, Chief Financial
    Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i),
    (j), and (k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or
    telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons
    authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

   

  (b)       Subject
    to the provisions of Section 4 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against,
    any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with
    any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection
    with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or
    the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
    fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
    action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall
    notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall
    have the right to conduct and manage the defense against such Indemnified Claim; provided, that the Trustee shall obtain the consent
    of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not
    agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably
    withheld. The Company may participate in such action with its own counsel;

   

  (c)       Pay
    the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as set forth on
    Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood
    that the Property shall not be used to pay such fees unless the disbursements are made to the Company pursuant to Section 1(i)
    solely in connection with the completion of a Business Combination. The Company shall pay the Trustee the initial acceptance fee
    and the first annual fee at the consummation of the Offering and thereafter on the anniversary of the Effective Date. The Company
    shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule
      A and as may be provided in Section 2(b) hereof;

   

  (d)       In
    connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit
    or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm
    may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination;

   

  (e)       In
    connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give the Trustee
    disbursement instructions which would be prohibited under this Agreement;

   

  (f)       Within
    five business days after the Representatives, on behalf of the underwriters in the Offering, exercise the over-allotment option
    (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing (with
    a copy to the Representatives) of the total amount of the Deferred Discount;

   

  
  
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  (g)       In
    the event the Company is entitled to receive a tax refund on its tax obligation, and promptly after the amount of such refund is
    determined on a final basis, provide the Trustee with notice in writing (with a copy to the Representatives) of the amount of such
    tax refund;

   

  (h)       If
    the Company seeks to amend any provisions of its Charter (A) to modify the substance or timing of the Company’s obligation
    to allow redemption in connection with its Business Combination or to redeem 100% of the Company’s public shares if it has
    not completed a Business Combination within 24 months from the closing of the Offering or (B) with respect to any other provisions
    relating to shareholders’ rights or pre-initial business combination activity (in each case, an “Amendment”),
    the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit
      D providing instructions for the distribution of funds to Public Shareholders who exercise their conversion option in connection
    with such Amendment;

   

  (i)       Provide
    each Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
    to any proposed withdrawal from the Trust Account promptly after it issues the same;

   

  (j)       Expressly
    provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the Form of Exhibit
    A that the Deferred Discount be paid directly to the account or accounts directed by each Representative; and

   

  (k)       Instruct
    the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
    to make any distributions that are not permitted under this Agreement.

   

  3.            Limitations
      of Liability. The Trustee shall have no responsibility or liability to:

   

  (a)       Take
    any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
    to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;

   

  (b)       Institute
    any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
    any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given
    as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident
    thereto;

   

  (c)       Change
    the investment of any Property, other than in compliance with Section 1 hereof;

   

  (d)       Refund
    any depreciation in principal of any Property;

   

  
  
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  (e)       Assume
    that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
    otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

   

  (f)       To
    anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the
    Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely
    conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
    counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and
    the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
    which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person
    or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this
    Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party
    or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;

   

  (g)       Verify
    the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by
    the Company or any other action taken by it is as contemplated by the Registration Statement;

   

  (h)       File
    local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
    statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income
    earned on the Property;

   

  (i)       Pay
    any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
    and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section
      1(j));

   

  (j)       Imply
    obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement
    and that which is expressly set forth herein; and

   

  (k)       Verify
    calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i),
    (j), or (k) hereof.

   

  4.            Trust
      Account Waiver. The Trustee has no right of set off or any right, title, interest or claim of any kind (“Claim”)
    to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
    that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
    without limitation, under Sections 2(b) or (c) hereof, the Trustee shall pursue such Claim solely against the Company
    and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.

   

  
  
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  5.            Termination.
    This Agreement shall terminate as follows:

   

  (a)       If
    the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
    efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that
    the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to
    the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
    but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
    shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days
    of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
    any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
    deposit, the Trustee shall be immune from any liability whatsoever; or

   

  (b)       At
    such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i)
    hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
    except with respect to Section 2(b).

   

  6.            Miscellaneous.

   

  (a)       The
    Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
    transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
    to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
    unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In
    executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names, account
    numbers, and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank. Except
    for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable
    for any loss, liability or expense resulting from any error in the information or transmission of the funds.

   

  (b)       This
    Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
    effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This
    Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
    shall constitute but one instrument.

   

  (c)       This
    Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
    for Sections 1(i), (j), (k), and (l) hereof (which sections may not be modified, amended or deleted
    without the affirmative vote of sixty-five percent (65%) or more of the then issued and outstanding Class A ordinary shares and
    Class B ordinary shares, par value $0.0001 per share, of the Company voting together as a single class; provided that no such
    amendment will affect any Public Shareholder who has properly elected to redeem his Class A ordinary shares in connection with
    a shareholder vote to amend this Agreement that would affect the substance or timing of the Company’s obligation to redeem
    100% of its Class A ordinary shares if the Company does not complete its initial Business Combination within the time frame specified
    in the Company’s Charter or with respect to any other provisions relating to the rights of holders of the Class A ordinary
    shares), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical
    error) by a writing signed by each of the parties hereto.

   

  
  
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  (d)       The
    parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
    York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
    AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

   

  (e)       Any
    notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
    and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
    or by e-mail:

   

  if to the Trustee, to:

   

  Continental Stock Transfer & Trust Company

    1 State Street, 30th Floor

    New York, New York 10004

    Attn: Francis Wolf and Celeste Gonzalez

    E-mail: fwolf@continentalstock.com; cgonzalez@continentalstock.com

    Office: (212) 845-3233; (212) 845-3248

   

  if to the Company, to:

   

  Tiga Acquisition Corp. III

    250 North Bridge Road

    #24-00, Raffles City Tower

  Singapore 179101

    Attn: Diana Luo

    E-mail: cfo@tigainvestments.com

    in either case with a copy to:

   

  Milbank LLP

    55 Hudson Yards

    New York, New York 10001

    Attn:      Rod Miller, Esq.

  David H. Zemans

  E-mail:   rdmiller@milbank.com

  dzemans@milbank.com

   

  and:

   

  
  
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  Credit Suisse Securities (USA) LLC

    Eleven Madison Avenue

    New York, New York 10010

    Attn: ICBM-Legal

    Facsimile: (212) 325-4296

   

  and

   

  Goldman Sachs (Asia) L.L.C.,

  68th Floor, Cheung Kong Center,

  2 Queen’s Road Central, Hong Kong,

  Attention: General Counsel

   

  with a copy to:

  

  

  Shearman & Sterling LLP

  21st Floor, Gloucester Tower

  The Landmark, 15 Queen’s Road Central

  Hong Kong

  Atttn:      Kyungwon Lee, Esq.

  Email:     Kyungwon.Lee@Shearman.com

   

  (f)       No
    party to this Agreement may assign its rights or delegate its obligations hereunder without the prior consent of the other person
    or entity.

   

  (g)       Each
    of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
    this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
    shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds
    in the Trust Account under any circumstance.

   

  (h)       This
    Agreement is the joint product of the Company and the Trustee and each provision hereof has been subject to the mutual consultation,
    negotiation and agreement of such parties and shall not be construed for or against any party hereto.

   

  (i)       This
    Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
    shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
    transmission shall constitute valid and sufficient delivery thereof.

   

  
  
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  (j)       Each
    of the Company and the Trustee hereby acknowledges and agrees that the Representatives, on behalf of the several underwriters,
    are third party beneficiaries of this Agreement.

   

  (k)       Except
    as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
    or entity.

   

  [Signature Page Follows]

   

  
  
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  IN WITNESS WHEREOF, the parties have
    duly executed this Investment Management Trust Agreement as of the date first written above.

   

  	 	
          CONTINENTAL STOCK TRANSFER & 

          TRUST COMPANY, as Trustee

        
	 	 
	 	By:	 
	 	 	Name: 	Francis Wolf
	 	 	Title:	Vice President


   

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


   

  [Signature Page to Investment Management
      Trust Agreement]

   

  
  
    	 


  

  
    	 


  

  
   

   

  SCHEDULE A

   

  	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of Offering by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), (j), and (k)	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	
           

           

        


   

  
  
    	 


  

  
    	 


  

  
   

  EXHIBIT A

   

  [Letterhead of Company]

      [Insert date]

   

  Continental Stock Transfer & Trust Company

    1 State Street, 30th Floor

    New York, New York 10004

    Attn: Francis Wolf and Celeste Gonzalez

   

  Re: Trust Account — Termination Letter

   

  Dear Mr. Wolf and Ms. Gonzalez:

   

  Pursuant to Section 1(i) of the Investment
    Management Trust Agreement between Tiga Acquisition Corp. III (the “Company”) and Continental Stock Transfer &
    Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”), this is to advise
    you that the Company has entered into an agreement with [·] (the “Target
    Business”) to complete a business combination with the Target Business (the “Business Combination”) on or about
    [·]. The Company shall notify you at least seventy-two (72) hours in advance of
    the actual date of the completion of the Business Combination (the “Completion Date”). Capitalized terms used but not
    defined herein shall have the meanings set forth in the Trust Agreement.

   

  In accordance with the terms of the Trust
    Agreement, we hereby authorize you to commence to liquidate the Trust Account investments and to transfer the proceeds to the above-referenced
    account at JP Morgan Chase Bank, N.A. to the effect that, on the Completion Date, all of funds held in the trust operating account
    will be immediately available for transfer to the account or accounts Credit Suisse Securities (USA) LLC and Goldman Sachs (Asia)
    L.L.C. (the “Representatives”) (with respect to the Deferred Discount) and that the Company shall direct on the Completion
    Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account awaiting distribution, the
    Company will not earn any interest or dividends.

   

  On the Completion Date (i) counsel for the
    Company shall deliver to you written notification that the Business Combination has been completed, (ii) the Company shall deliver
    to you (a) a certificate of the Chief Executive Officer which verifies the vote of the Company’s shareholders in connection
    with the Business Combination and (b) written instructions with respect to the transfer of the funds held in the Trust Account
    (the “Instruction Letter”) and (iii) the Representatives shall deliver to you written instructions for delivery of
    the Deferred Discount. You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon
    your receipt of the counsel’s letter and the Instruction Letter, (x) to the Representatives in an amount equal to the Deferred
    Discount as directed by the Representatives and (y) the remainder in accordance with the terms of the Instruction Letter. In the
    event that certain deposits held in the Trust Account may not be liquidated by the Completion Date without penalty, you will notify
    the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed
    after the Completion Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof,
    the Trust Agreement shall be terminated.

   

  
  
    	 	A-1	 


  

  
     

  

  
   

  

  In the event that the Business Combination
    is not completed on the Completion Date described in the notice thereof and the Company has not notified you on or before the original
    Completion Date of a new Completion Date, then upon receipt by the Trustee of written instructions from the Company, the funds
    held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the
    Completion Date as set forth in the notice.

   

  	 	Very truly yours,
	 	 	 
	 	TIGA ACQUISITION CORP. III
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   

  		cc:	Credit Suisse Securities (USA) LLC


  Goldman Sachs (Asia) L.L.C.

   

  
  
    	 	A-2	 


  

  
     

  

  
   

  EXHIBIT B

   

  [Letterhead of Company]

      [Insert date]

   

  Continental Stock Transfer & Trust Company

    1 State Street, 30th Floor

    New York, New York 10004

    Attn: Francis Wolf and Celeste Gonzalez

   

  Re: Trust Account — Termination
      Letter

   

  Dear Mr. Wolf and Ms. Gonzalez:

   

  Pursuant to Section 1(i) of the Investment
    Management Trust Agreement between Tiga Acquisition Corp. III (the “Company”) and Continental Stock Transfer &
    Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”), this is to advise you
    that the Company has been unable to effect a business combination within the time frame specified in the Company’s Amended
    and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its initial public
    offering of securities. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

   

  In accordance with the terms of the Trust
    Agreement, we hereby authorize you to liquidate the Trust Account investments, and to transfer the total proceeds to the trust
    operating account at JP Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [·]
    as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the
    liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit
    in the trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree
    to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement
    and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the
    trust account, your obligations under the Trust Agreement shall be terminated.

   

  	 	Very truly yours,
	 	 	 
	 	TIGA ACQUISITION CORP. III
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   

  		cc:	Credit Suisse Securities (USA) LLC


  Goldman Sachs (Asia) L.L.C.

   

  
  
    	 	B-1	 


  

  
     

  

  
   

  EXHIBIT C

   

  [Letterhead of Company]

      [Insert date]

   

  Continental Stock Transfer & Trust Company

    1 State Street, 30th Floor

    New York, New York 10004

    Attn: Francis Wolf and Celeste Gonzalez

   

  Re: Trust Account — Tax Payment
      Withdrawal Instructions

   

  Dear Mr. Wolf and Ms. Gonzalez:

   

  Pursuant to Section 1(j) of the Investment
    Management Trust Agreement between Tiga Acquisition Corp. III (the “Company”) and Continental Stock Transfer &
    Trust Company, dated as of [•], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to
    the Company $[·] of the interest income earned on the Property as of the date hereof.

   

  The Company needs such funds to pay its
    tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire
    transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

   

  [WIRE INSTRUCTION INFORMATION]

   

  	 	Very truly yours,
	 	 	 
	 	TIGA ACQUISITION CORP. III
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   

  		cc:	Credit Suisse Securities (USA) LLC


  Goldman Sachs (Asia) L.L.C.

   

  
  
    	 	C-1	 


  

  
     

  

  
   

  EXHIBIT D

   

  [Letterhead of Company]

      [Insert date]

   

  Continental Stock Transfer & Trust Company

    1 State Street, 30th Floor

    New York, New York 10004

    Attn: Francis Wolf and Celeste Gonzalez

   

  Re: Trust Account No. — Amendment
      Notification and Redemption Liquidation Request

   

  Dear Mr. Wolf and Ms. Gonzalez:

   

  Reference is made to the Investment Management
    Trust Agreement between Tiga Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company,
    dated as of [•], 2021 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have
    the meanings ascribed to them in the Trust Agreement.

   

  Pursuant to Section 1(k) of the Trust Agreement,
    this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement,
    we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[·]
    of the proceeds of the Trust Account to the trust operating account at JP Morgan Chase Bank, N.A. for distribution to the shareholders
    that have requested conversion of their shares in connection with such Amendment.

   

  	 	Very truly yours,
	 	 	 
	 	TIGA ACQUISITION CORP. III
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  

   

  		cc:	Credit Suisse Securities (USA) LLC


  Goldman Sachs (Asia) L.L.C.

   

  
  
    	 	D-1