ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement (the "Agreement") is made by and between Barry J. Cohen and John J. Hannan, as the trustees (the "APO-01 Trustees") of the trust (the "APO-01 Trust") created under the APO-01 Declaration (the "APO-01 Declaration"), the entities listed on the attached Schedule B (collectively, the "Entities" and individually an "Entity"), and Elysium Management LLC ("Elysium") as of the 19t day of January, 2016. WHEREAS, under paragraph (J) of Clause EIGHTH of the APO-01 Declaration, the APO-01 Trustees may authorize persons to perform ministerial acts on their behalf; WHEREAS, under paragraph (G) of Clause NINTH of the APO-01 Declaration, the APO-01 Trustees may employ persons to assist in the administration of the APO-01 Trust; WHEREAS, the APO-01 Trustees wish to engage Elysium to assist in the administration of the APO-01 Trust without modification or abdication of any fiduciary duties owed by the APO-01 Trustees to the beneficiaries of the APO-01 Trust; WHEREAS, the managers (the "Managers") of the Entities are empowered to appoint persons to assist in the administration of the Entities, which are wholly owned by the APO-01 Trust, and the Managers wish to engage Elysium for such purpose without modification or abdication of any duties owed by the Managers to the Entities; NOW, THEREFORE, the APO-01 Trust and the Entities (collectively, the "Principals" and each individually, a "Principal") and Elysium hereby agree as follows: Article I. Definitions Section 1.01 The following defined terms used in this Agreement shall have the respective meanings specified below. (a) "Accountable Parties" shall mean the Chief Executive Officer, the Chief Operating Officer, a Chief Financial Officer and a Controller of Elysium. "Authorized Person" shall mean any individual listed on the attached Schedule C. (b) (c) "Clients" (individually a "Client") shall mean any one or more of the following, in