Exhibit 10.2


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of January 14, 2021, by and between Edify Acquisition
Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No.333-251775 (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one
share of Common Stock, subject to adjustment (such initial public offering hereinafter referred to as the “Offering”),
has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;


 


WHEREAS, the Company
has entered into an Underwriting Agreement, dated January 14, 2021 (the “Underwriting Agreement”),
with BMO Capital Markets Corp. and B. Riley Securities, Inc., as representatives (the “Representatives”)
of the several underwriters (the “Underwriters”) named therein;


 


WHEREAS, as described in the Prospectus, $276,000,000 of the
gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $276,000,000,
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, the holders of the Common Stock included in the Units issued in the Offering and the Underwriters
as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to
herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will
be referred to as the “Public Stockholders,” and the Public Stockholders, the Company
and the Underwriters will be referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property equal to $8,400,000, or $9,660,000 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions (the “Deferred Discount”)
that will be payable by the Company to the Underwriters upon and concurrently with the consummation of the Business Combination
(as defined below); 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.


 






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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, which Trust Account shall be
established by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. 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 solely in United States government securities within
the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
having a maturity of 180 days or less, or in 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 (or any successor rule), which invest only in direct
U.S. government treasury obligations, as determined by the Company; 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 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;


 


(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,
and to such other person as the Company may instruct, monthly written statements of the activities of, and amounts in, the Trust
Account reflecting all receipts and disbursements of the Trust Account;


 


(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 Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice
President, Secretary or Chairman of the board of directors of the Company (the “Board”) 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 taxes or to fund the Company’s working
capital requirements (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses in the
case of a Termination Letter in the form of Exhibit B hereto), only as directed in the Termination Letter and the other
documents referred to therein, or (y) upon the date which is, 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 stockholders in accordance with the
Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of
Incorporation”) 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 form of letter attached hereto
as Exhibit B and the Property in the Trust Account, including interest not previously released to the
Company to pay its taxes or to fund the Company’s working capital requirements (less up to $100,000 of interest that
may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of
such date; provided, however, that in the event the Trustee receives a Termination Letter in a form
substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because
it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall
keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public
Stockholders;


 






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(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 as a result of assets of the Company or interest or other income earned
on the Property, 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; 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, so long as such distribution
shall not result in a reduction in the principal amount initially deposited in the Trust Account; provided, further,
that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied
by a copy of the franchise tax bill from the State of Delaware for the Company (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, distribute on behalf of the Company the amount requested by the Company to be used to redeem shares
of Common Stock from Public Stockholders properly submitted for redemption in connection with a stockholder vote to approve
(i) an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the ability of
Public Stockholders to seek redemption in connection with an initial Business Combination or the Company’s obligation
to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within
such time as is described in the Amended and Restated Certificate of Incorporation or (ii) an amendment with respect to any
other provision of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights or
pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond
said request;


 






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(l) 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
E, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by
the Company to cover the Company’s working capital requirements (in an amount not to exceed $250,000 annually), which amount
shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment; provided, however,
that to the extent there is not sufficient cash in the Trust Account to make such distribution, the Trustee shall liquidate such
assets held in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as such distribution
shall not result in a reduction in the principal amount initially deposited in the Trust Account (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;


 


and 


 


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


 


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


 


(a) Give all instructions
to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial
Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to its duties under Sections
1(i), 1(j), 1(k) and 1(l) 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 Section 4 hereof, 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
action taken by it hereunder and in connection with any 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 such
consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 






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(c) Pay the Trustee
the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee,
and transaction processing fee 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 and until the closing of the Business Combination. The Company shall
pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee
shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation
of the Trust Account. 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 stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination involving the Company and one or more businesses (a “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote
of such stockholders regarding such Business Combination;


 


(e) Provide the Representatives
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;


 


(f) Unless otherwise
agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection
with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account
or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust
Account to the Company or any other person; 


 


(g) 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; and


 


(h) Within four (4) business
days after the Underwriters exercise their over-allotment option in connection with the Offering (or any unexercised portion thereof)
or such over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which
shall in no event be less than $7,000,000.


 


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


 


(a) 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;


 






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(b) 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 third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) 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 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;


 


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


 


(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) The other parties
hereto or 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, which counsel may be the Company’s counsel), 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 accuracy
of the information contained in the Registration Statement;


 


(h) Provide any assurance
that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration
Statement;


 


(i) File information
returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute
and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited
to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 


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


 






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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 Section 2(b) or Section 2(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.


 


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, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed 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 (90) 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 and its obligations 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 shall 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.


 






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(c) This Agreement
contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Subject to section
6(d), 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.


 


(d) This Agreement
or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the
Consent of the Stockholders. For purposes of this Section 6(d), the “Consent of the Stockholders”
means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s
stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation
Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then
outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together
as a single class, have voted in favor of such change, amendment or modification. No such amendment will affect any Public Stockholder
who has otherwise properly indicated his election to redeem his shares of Common Stock in connection with such stockholder vote.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely
conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability to any
party for executing the proposed amendment in reliance thereon.  


 


(e) 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.


 


(f) 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 electronic
mail:


 


if to the Trustee, to:


 


Continental Stock Transfer &
Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Francis E. Wolf,
Jr. and Celeste Gonzales


Email: fwolf@continentalstock.com


       cgonzalez@continentalstock.com


 


if to the Company, to:


 


Edify Acquisition Corp.


888 7th Avenue, Floor 29


New York, New York 77029


Attn: Peter Ma, Chief Executive Officer


 






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in each case, with copies to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attn: Giovanni Caruso, Esq.


Email: gcaruso@loeb.com


 


and


 


BMO Capital Markets Corp.


3 Times Square


New York, New York 10036


Attention: Legal Department


 


and


 


B. Riley Securities, Inc.


299 Park Avenue


New York, NY 10171


Attention: Syndicate Department


 


and


 


White & Case LLP


1221 Avenue of the Americas


New York, New York 10019


Attn: Jessica Chen, Esq.


Email: jessica.chen@whitecase.com


 


(g) Each of the Company
and the Trustee 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 Trustee and the Company 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 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:	 /s/ Francis Wolf
	 	 	Name: Francis Wolf
	 	 	Title: Vice President
	 	 
	 	EDIFY ACQUISITION CORP.
	 	 
	 	By: 	/s/ Peter Ma
	 	 	Name: Peter Ma
	 	 	Title: Chief Executive Officer




 


[Signature Page to Investment Management
Trust Agreement]


 






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SCHEDULE A


 


	Fee Item	Time and method of payment	Amount
	Initial set-up fee.	Initial closing of Offering by wire transfer.	$	$ 4,500
	Trustee administration fee	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	$	$ 10,000/year
	Transaction processing fee for disbursements to Company under Sections 1(i), (j), (k) and (l)	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	$	$250/item
	Paying Agent services as required pursuant to Section 1(i), (j), (k) and (l)	Billed to Company upon delivery of service pursuant to Section 1(i), (j), (k) and (l)	 	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 No.               
Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Edify Acquisition Corp. (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 consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least forty-eight (48) hours (or such shorter time as you
may agree) in advance of the actual date fixed for the consummation of the Business Combination (the “Consummation 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 all of the assets of the Trust Account on [insert
date], such that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer
to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives
on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds
are on deposit in the Trust Account awaiting distribution, the Company will not earn any interest or dividends.


 


On the
Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination
has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as
directed by the Company (the “Notification”) and (ii) the Company shall deliver to you
(a) a certificate of its Chief Executive Officer (the “Vote Verification Certificate”), which
verifies either that (i) the Business Combination has been approved by a vote of the Company’s stockholders, if a vote
is held or (ii) no vote of the Company’s stockholders for the approval of the Business Combination is required and none
has been held, and (b) a joint written instruction signed by the Company and the Representatives with respect to the
transfer of the funds held in the Trust Account, including payment of amounts owed to Public Stockholders who have properly
exercised their redemption rights and payment of the Deferred Discount to the Representatives from the Trust Account (the
 “Instruction Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the Notification, the Vote Verification Certificate and
the Instruction Letter, 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 Consummation Date without penalty, you will notify the Company in writing
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 Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall
be terminated. 


 






     

     


    

 


In the event that the
Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on
or before the original Consummation Date of a new Consummation Date, then upon receipt by you of written instructions from the
Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the
business day immediately following such original Consummation Date as set forth in such notice or as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	Edify Acquisition Corp.
	 	 
	 	By 	 
	 	 	Name:
	 	 	Title:



 


cc:BMO Capital Markets Corp. and B. Riley Securities, Inc.


 




     

     


    

 


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


 


Trust Account No.                   
Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Edify Acquisition Corp. (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 Certificate of Incorporation, as described in the Company’s Prospectus relating
to the Offering. 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 all of the assets in the Trust Account on             ,
20     and keep the total proceeds thereof in the Trust Account to await distribution to the Public Stockholders. The
Company has selected             1 as
the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation
proceeds. 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 Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate
of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the
extent otherwise provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Edify Acquisition Corp.
	 	 
	 	By 	 
	 	 	Name:
	 	 	Title:





 





cc:BMO Capital Markets Corp. and B. Riley Securities, Inc.


 


 






1 24 months from the closing of the Offering.









     

     


    

 


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 No.                        Tax
Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section
1(j) of the Investment Management Trust Agreement between Edify Acqusition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), 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. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such
funds to pay for the tax obligations as set forth on the attached tax return or tax statement. 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,
	 	 
	 	Edify Acquisition Corp.
	 	 
	 	By 	 
	 	 	Name:
	 	 	Title:





 


cc:BMO Capital Markets Corp. and B. Riley Securities, Inc.


 




     

     


    

 


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.      Stockholder Redemption Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section
1(k) of the Investment Management Trust Agreement between Edify Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021
(the “Trust Agreement”), the Company hereby requests that you deliver $        
of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf
of Public Stockholders who have properly elected to have their shares of Common Stock that were sold by the Company in the Offering
(the “Public Shares”) redeemed by the Company as described below. Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such
funds to pay the Public Stockholders who have properly elected to have their Public Shares redeemed by the Company in connection
with a stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to modify
the substance or timing of the ability of Public Stockholders to seek redemption in connection with an initial Business Combination
or the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination
within such time as is described in the Company’s Amended and Restated Certificate of Incorporation or to affect provisions
of the Company’s Amended and Restated Certificate of Incorporation relating to the Company’s pre-initial Business Combination
activity or related stockholder rights. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds
promptly upon your receipt of this letter to a segregated account held by you on behalf of such Public Stockholders.


 


 


	 	Very truly yours,
	 	 
	 	Edify Acquisition Corp.
	 	 
	 	By 	 
	 	 	Name:
	 	 	Title:





 


cc:BMO Capital Markets Corp. and B. Riley Securities,
Inc.








     

     


    

 


EXHIBIT E


 


[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.                 Stockholder
Redemption Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section
1(l) of the Investment Management Trust Agreement between Edify Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), 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. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such
funds for its working capital purposes. The Company hereby confirms that, during the current annual period and, after giving effect
to this request, the Company has only requested withdrawals from the Trust Account for working capital purposes in an aggregate
amount of $ [____]. Accordingly, the Company confirms that your fulfillment of this request will not result in a withdrawal from
the Trust Account for the Company’s working capital purposes of more than $250,000 annually. 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,
	 	 
	 	Edify Acquisition Corp.
	 	 
	 	By 	 
	 	 	Name:
	 	 	Title:


 


cc:BMO Capital Markets Corp. and B. Riley Securities, Inc.