Exhibit 10.11


 


 


APx
Acquisition Corp. I





Juan
Salvador Agraz 65





Contadero,
Cuajimalpa de Morelos





05370,
Mexico City, Mexico


 


December
6, 2021


 


APx
Cap Sponsor Group I, LLC





Juan
Salvador Agraz 65





Contadero,
Cuajimalpa de Morelos





05370,
Mexico City, Mexico


 


Re: Administrative
Services Agreement


 


Ladies
and Gentlemen:


 


This
Administrative Services Agreement (this “Agreement”) by and between APx Acquisition Corp. I (the “Company”)
and APx Cap Sponsor Group I, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that,
commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”),
pursuant to a Registration Statement on Form S-1 (File No. 333-261247) and prospectus filed with the U.S. Securities and Exchange
Commission (the “Registration Statement”) 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 Registration Statement) (such
earlier date hereinafter referred to as the “Termination Date”):


 


1.                  
The Sponsor shall make available, or cause to be made available, to the Company, at Juan Salvador Agraz 65, Contadero, Cuajimalpa de
Morelos, 05370, Mexico City, Mexico (or any successor location), office space, utilities and secretarial and administrative support services
as may be reasonably required by the Company. In exchange therefor, the Company shall pay the Sponsor up to $10,000 per month on the
Listing Date and continuing monthly thereafter until the Termination Date; and


 


2.                  
The Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or
arising out of, this 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 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
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
Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties
hereto.


 


No
party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval
of the other party. 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
Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly
performed within such state, without regards to the conflicts of laws principles thereof.


 


This
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 Agreement.


 


[Signature
Page Follows] 


 




     


     


    



	 	 	Very truly yours, 
	 	 	 
	 	 	APX Acquisition
    Corp. I
	 	 	 	 
	 	 	By: 	/s/ Daniel Braatz



	 	 	 	Name:	Daniel Braatz
	 	 	 	Title:	Chairman
        of the Board and Chief Executive Officer

    




 


	AGREED
                    AND ACCEPTED BY:

     

    APX
    CAP SPONSOR GROUP I, LLC

     

    By:
    APX CAP HOLDINGS I, LLC, its managing member

    
	 
	 	 
	By: 	/s/
    Daniel Braatz	 



	 	Name: Daniel
    Braatz
	 	Title:   Managing
    Member



 


 


 


 


[Signature
Page to Administrative Services Agreement]