Exhibit 10.11


 


Execution Version


 


APOLLO STRATEGIC GROWTH CAPITAL

9 West 57th Street, 43rd Floor

New York, NY 10019

October 1, 2020


 


APSG Sponsor, L.P.

9 West 57th Street, 43rd Floor

New York, NY 10019


 


	 	Re:	Administrative Services Agreement




 


Gentlemen:


 


This letter agreement by and between Apollo
Strategic Growth Capital (the “Company”) and APSG Sponsor, L.P. (“Sponsor”), dated as of the date hereof,
will confirm our agreement that, commencing on the date that securities of the Company are first listed on the New York Stock Exchange
(the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination
or the Company’s liquidation (in each case as described in the Company’s Registration Statement on Form S-1 (File No.
333-248847), as amended, filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination
Date”):


 


(i) Sponsor shall make available, or cause
to be made available, to the Company, at 9 West 57th Street, 43rd Floor, New York, NY, 10019 (or any successor
location of Sponsor), certain office space, utilities, secretarial support and administrative services as may be reasonably requested
by the Company. In exchange therefor, the Company shall pay Sponsor the sum of $16,667 per month, for up to 27 months, commencing
on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


(ii) Sponsor hereby irrevocably waives any
and all right, title, interest, causes of action and claims of any kind or nature as a result of, or arising out of, this letter
agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust
account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds
of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives
any Claim it may have in the future as a result of, or arising out of, this letter agreement, which Claim would reduce, encumber
or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek
recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust
Account for any reason whatsoever.


 






     


     


    

 





This letter agreement constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


This letter agreement may not be amended,
modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign either this letter
agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided
that the Sponsor may assign this letter agreement or any of its rights, interests or obligations hereunder to an affiliate without
the prior written approval of the Company. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee.


 


This letter agreement, the entire relationship
of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall
be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect
to its choice of laws principles.


 


This letter agreement may be executed in one
or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute
one and the same letter agreement.


 


[Signature page follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	APOLLO STRATEGIC GROWTH CAPITAL
	 	 
	 	By:	/s/ James Crossen
	 	 	Name:	James Crossen
	 	 	Title:	Chief
Financial Officer and Secretary



 


AGREED TO AND ACCEPTED BY:


 


APSG SPONSOR, L.P.


 


	By: 	AP Caps II Holdings GP, LLC, its general partner	 
	 	 	 
	By:	Apollo Principal Holdings III, L.P., its managing member	 
	 	 	 
	By: 	Apollo Principal Holdings III GP, Ltd., its general partner	 
	 	 	 
	By:	/s/ Laurie Medley	 
	 	Name:	Laurie D. Medley	 
	 	Title:	Vice President	 


 


[Signature Page to Administrative Services
Agreement]