Exhibit 10.4


 


EDIFY ACQUISITION CORP.


888 7th Avenue, Floor 29


New York, NY 10106


 


January 14, 2021


 


Colbeck Edify Holdings, LLC

888 7th Avenue, Floor 29


New York, NY 10106


 


Re: Administrative Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement
by and between Edify Acquisition Corp., a Delaware corporation (the “Company”) and Colbeck Edify Holdings, LLC,
a Delaware limited liability company (“Colbeck LLC”) 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 (Registration No. 333-251775) and related 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 (as defined in the Registration Statement) or the Company’s liquidation (in each
case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


(i) Colbeck LLC shall
make available, or cause to be made available, to the Company, at 888 7th Avenue, New York, NY 10106 (or any successor location
of Colbeck LLC), certain office space, utilities and secretarial and administrative support as may be reasonably required by the
Company. In exchange therefor, the Company shall pay Colbeck LLC the sum of $10,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date; and


 


(ii) Colbeck Edify
Holdings, LLC 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 letter agreement in or to, and any and all right to seek payment of any amounts due to it (each, a
 “Claim”) out of, the trust account established for the benefit of the public stockholders 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, 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. 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
constitutes 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 law principles.


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	EDIFY ACQUISITION CORP.
	 	 
	 	By:	/s/ Peter Ma
	 	Name:	Peter Ma
	 	Title:	Chief Executive Officer
	 	 


 


	 	
        AGREED TO AND ACCEPTED BY:

	 	 
	 	COLBECK EDIFY HOLDINGS, LLC 
	 	 
	 	By:	/s/ Morris Beyda
	 	Name:	Morris Beyda
	 	Title:	Chief Operating Officer


 


[Signature Page to Administrative Support
Agreement]