Exhibit 10.4

  

   

  

  THIS CONVERTIBLE PROMISSORY NOTE (THIS "NOTE") AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED
    UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE
    SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. TIGA ACQUISITION CORP. MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN
    FORM, SCOPE AND SUBSTANCE TO IT TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

  

  

  TIGA ACQUISITION CORP.

  CONVERTIBLE PROMISSORY NOTE

  

  

  	
          Principal Amount: Not to Exceed $2,000,000

          (See Schedule A)

        	
          Dated as of March 16, 2022

        


  

  

  FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, Tiga Acquisition Corp., a
    Cayman Islands exempted company (the "Maker"), promises to pay to the order of Tiga Sponsor LLC or its registered assigns or successors in interest
    (the "Payee"), or order, the principal balance as set forth on Schedule




        A hereto in lawful money of the United States of America; which schedule shall be updated from time to time by the parties hereto to reflect all advances and readvances outstanding under this Note; provided that at no time shall the
    aggregate of all advances and readvances outstanding under this Note exceed two million dollars ($2,000,000). Any advance hereunder shall be made by the Payee upon receipt of a written request of the Maker and shall be set forth on Schedule A. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account
    as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

  

  

  1.          Principal. All unpaid principal under this Note shall be due and payable in full on the effective date
      of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Maker and one or more businesses (the "Business Combination") (such date, the "Maturity Date"), unless accelerated upon the occurrence of an Event of Default
      (as defined below). Any outstanding principal under this Note may be prepaid at any time by the Maker, at its election and without penalty; provided, however, that the Payee shall have a right to first convert such principal balance pursuant to Section 5 below upon notice of such prepayment. Under no circumstances shall any individual, including but not limited to any officer, director, employee or
      stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

  

  

  	

        	2.	
          Interest. No interest shall accrue on the unpaid
            balance of this Note.

        


  

  

  
    
      


  

  

  

  3.          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.

  

  

  4.          Events of Default. The occurrence of any of the following shall constitute an event of default ("Event of Default"):

  

  

  (a)          Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business
      days of the date specified above or issue warrants pursuant to Paragraph 5 hereof, if so elected by the Payee.

  

  

  (b)          Voluntary Bankruptcy, Etc. The commencement by the 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 the 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 the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the 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 the
      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 the 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 sixty (60) consecutive days.

  

  

  	

        	5.	
          Conversion

        


  

  

  (a)          Optional Conversion. At the option of the Payee, at any time on or prior to the Maturity Date, any amounts outstanding
      under this Note (or any portion thereof), up to $2,000,000 in the aggregate, may be converted into warrants to purchase Class A ordinary shares of the Maker at a conversion price (the "Conversion Price") equal to $1.00 per whole warrant ("Warrants"). If the Payee elects such conversion,
      the terms of such Warrants issued in connection with such conversion shall be identical to the warrants issued to the Payee in the private placement that closed on November 27, 2020 (the "Private Placement Warrants") in connection with the Maker's initial public offering that closed on November 27, 2020 (the "IPO"), including that each Warrant shall entitle the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per Class A ordinary share, subject to the same adjustments applicable to the
      Private Placement Warrants. Before this Note may be converted under this Section 5(a), the Payee shall surrender this Note, duly endorsed, at the office of the Maker and shall state therein the amount of the unpaid principal of this Note to be
      converted and the name or names in which the certificates for Warrants are to be issued (or the book-entries to be made to reflect ownership of such Warrants with the Maker's transfer agent). To the extent that this Note is not converted and/or
      repaid in full, a replacement Note shall be issued to Payee reflecting the remaining unpaid principal amount not so converted and/or repaid. The conversion shall be deemed to have been made immediately prior to the close of business on the date of
      the surrender of this Note and the person or persons entitled to receive the Warrants upon such conversion shall be treated for all purposes as the record holder or holders of such Warrants as of such date. Each such newly issued Warrant shall
      include a restrictive legend that contemplates the same restrictions as the Private Placement Warrants. The Warrants and Class A ordinary shares issuable upon exercise of the Warrants shall constitute "Registrable Securities" pursuant to that certain
      Registration Rights Agreement, dated November 23, 2020, among the Maker, the Payee and certain other security holders named therein.

  

  

  
    
      


  

  

  

  (b)          Remaining Principal. All accrued and unpaid principal of this Note that is not then converted into Warrants, shall
      continue to remain outstanding and to be subject to the conditions of this Note.

  

  

  (c)          Fractional Warrants; Effect of Conversion. No fractional Warrants shall be issued upon conversion of this Note. In lieu of
      any fractional Warrants to the Payee upon conversion of this Note, the Maker shall pay to the Payee an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a Warrant not issued pursuant to the previous sentence.
      Upon conversion of this Note in full and the payment of any amounts specified in this Section 5(c), this Note shall be cancelled and void without further action of the Maker or the Payee, and the Maker shall be forever released from all its
      obligations and liabilities under this Note.

  

  

  	

        	6.	
          Remedies.

        


  

  

  (a)          Upon the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this
      Note, and all other amounts payable thereunder, 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 4(b) or 4(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 the Payee.

  

  

  7.          Waivers. The 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 the Payee under the terms of this Note, and all benefits that might accrue to the
      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 the 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 the Payee.

  

  

  8.          Unconditional Liability. The 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 the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the 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 the Maker or affecting the Maker's liability hereunder.

  

  

  
    
      


  

  

  

  9.          Notices. All notices, statements or other documents which are required or contemplated by this Note
      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 most recently provided to such party or such other address as may
      be designated in writing by such party,

  

  

  (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 GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK.

  

  

  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 (the "Trust Account") established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and certain proceeds of the
      sale of the Private Placement Warrants were deposited, as described in greater detail in the prospectus filed with the U.S. Securities and Exchange Commission in connection with the IPO on November 25, 2020, 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.          Successors and Assigns. Subject to the restrictions on transfer in Sections 15 and 16 below, the rights
      and obligations of the Maker and the Payee hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of law or otherwise) with the prior written consent of the other
      party hereto and any attempted assignment without the required consent shall be void.

  

  

  
    
      


  

  

  

  15.          Transfer of this Note or Warrants Issuable on Conversion. With respect to any sale or other disposition
      of this Note or Warrants into which this Note may be converted, the Payee shall give written notice to the Maker prior thereto, describing briefly the manner thereof, together with (i) a written opinion reasonably satisfactory to the Maker in form
      and substance from counsel reasonably satisfactory to the Maker to the effect that such sale or other distribution may be effected without registration or qualification under any federal or state law then in effect and (ii) a written undertaking
      executed by the desired transferee reasonably satisfactory to the Maker in form and substance agreeing to be bound by the restrictions on transfer contained herein and (in the case of any sale or other disposition of Warrants) in the Warrant
      Agreement dated November 23, 2020, among the Maker and Continental Stock Transfer & Trust Company (the "Warrant Agreement"). Upon receiving
      such written notice, reasonably satisfactory opinion, or other evidence, and such written acknowledgement, the Maker, as promptly as practicable, shall notify the Payee that the Payee may sell or otherwise dispose of this Note or such Warrants, all
      in accordance with the terms of the note delivered to the Maker and (in the case of any sale or other disposition of Warrants) in accordance with the terms of the Warrant Agreement. If a determination has been made pursuant to this Section 15 that
      the opinion of counsel for the Payee, or other evidence, or the written acknowledgment from the desired transferee, is not reasonably satisfactory to the Maker, the Maker shall so notify the Payee promptly after such determination has been made. Each
      Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Maker such legend is not required in order to ensure
      compliance with the Securities Act. The Maker may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, (i) transfers of this Note shall be registered upon registration on the books
      maintained for such purpose by or on behalf of the Maker and (ii) transfers of Warrants into which this Note may be converted shall be in accordance with the terms of the Warrant Agreement. Prior to presentation of this Note for registration of
      transfer, the Maker shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the
      Maker shall not be affected by notice to the contrary.

  

  

  16.          Acknowledgment. The Payee is acquiring this Note for investment for its own account, not as a nominee or
      agent, and not with a view to, or for resale in connection with, any distribution thereof. The Payee understands that the acquisition of this Note involves substantial risk. The Payee has experience as an investor in securities of companies and
      acknowledges that it is able to fend for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this
      investment in this Note and protecting its own interests in connection with this investment.

  

  

  [Signature Page Follows]

  
    
      


  

  

  

  IN WITNESS
      WHEREOF, the 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.

        
	 	 	 
	 	
          By:

        	
          /s/ George Raymond Zage III

        
	 	
          Name:

        	
          George Raymond Zage IIII

        
	 	
          Title:

        	
          Chairman, Director and CEO

        


  

  

  Acknowledged and agreed as of the date first above written.

  

  

  TIGA SPONSOR LLC

  

  

  	
          By:

        	
          /s/ Ashish Gupta

        	 
	
          Name: Ashish Gupta

        	 
	
          Title: Manager

        	 


  

  

  [Signature Page to Convertible Promissory NoteJ

  
    
      


  

  

  

  IN WITNESS
      WHEREOF, the 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.

        
	 	 	 
	 	
          By:

        	
          /s/ George Raymond Zage III

        
	 	
          Name:

        	
          George Raymond Zage IIII

        
	 	
          Title:

        	
          Chairman, Director and CEO

        


  

  

  Acknowledged and agreed as of the date first above written.

  

  

  TIGA SPONSOR LLC

  

  

  	
          By:

        	
          /s/ Ashish Gupta

        	 
	
          Name: Ashish Gupta

        	 
	
          Title: Manager

        	 


  

  

  [Signature Page to Convertible Promissory Note]

  
    
      


  

  

  

  SCHEDULE A

  

  

  Subject to the terms and conditions set forth in the Note to which this schedule is attached to, the
    principal balance due under the Note shall be set forth in the table below and shall be updated from time to time to reflect all advances and readvances outstanding under the Note.

  

  

  	
          Date

        	 	
          Drawing

        	 	
          Description

        	 	
          Principal Balance

        
	
          January 25, 2022

        	 	
          $750,000

        	 	
          Working Capital

        	 	
          $750,000

        
	
          March 30, 2022

        	 	
          $300,000

        	 	
          Working Capital

        	 	
          $1,050,000

        
	
          May 12, 2022

        	 	
          $430,000

        	 	
          Working Capital

        	 	
          $1,480,000

        
	
          June 27, 2022

        	 	
          $200,000

        	 	
          Working Capital

        	 	
          $1,680,000

        
	
          September 28, 2022

        	 	
          $100,000

        	 	
          Working Capital

        	 	
          $1,780,000