Exhibit 10.1


 


AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST
AGREEMENT


 


THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this
“Amendment”) is made as of December 22, 2022, by and between Edify Acquisition Corp., a Delaware corporation
(the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such
terms in that certain Investment Management Trust Agreement, dated January 14, 2021, by and between the parties hereto (the “Trust
Agreement”).


 


WHEREAS, $276,000,000 of the gross proceeds from the Offering and sale
of the Private Placement Warrants was deposited into the Trust Account;


 


WHEREAS, Section 1(i) of the Trust Agreement provides that the Trustee
is to liquidate the Trust Account and distribute the Property in the Trust Account only after and promptly after (x) receipt of, and only
in accordance with, the terms of a Termination Letter; or (y) the date which is 24 months after the closing of the Offering if a Termination
Letter has not been received by the Trustee prior to such date;


 


WHEREAS, Section 6(d) of the Trust Agreement provides that Section
1(i) of the Trust Agreement may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then
outstanding shares of Common Stock and Class B common stock, par value $0.0001 per share, of the Company, voting together as a single
class;


 


WHEREAS, at a Special Meeting of the Company held on December 21, 2022
(the “Special Meeting”), the Company’s stockholders, among other things, approved a proposal to amend
the Trust Agreement giving the Company the right to extend the date by which it has to consummate a business combination from January
20, 2023 until July 20, 2023 (the “Extended Date”) provided that Colbeck Edify Holdings, LLC, the Company’s
sponsor, or any of its affiliates or designees must deposit (i) the lesser of (a) $225,000 and (b) $0.15 into the trust account for each
public share that has not been redeemed in accordance with the terms of the Company’s amended and restaed certificate of incorporation
(the “Charter”) for the three month extension from January 20, 2023 to April 20, 2023, and (ii) the lesser of
(a) $75,000 and (b) $0.05 into the trust account for each public share that has not been redeemed in accordance with the terms of the
Charter for each subsequent one-month extension from April 20, 2023 to the Extended Date. Each such deposit is referred to herein as an
“Extension Payment”; and


 


WHEREAS, each of the Company and Trustee desire to amend the Trust
Agreement as provided herein.


  






    


     

    

 


NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the parties hereto agree as follows:


 


	1.	Amendment to Section 1(i). Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: 


 


“(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 earned on the funds held in the Trust Account and 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) January 20, 2023 (the “Deadline Date”) (provided that the
Board, in its discretion, upon written notice to the Trustee, may extend the Deadline Date by (i) three months on a single occasion (the
“Initial Extension”); provided that the Company deposits the applicable Extension Payment into the Trust Account
within two business days prior to the Deadline Date, and (ii) following the Initial Extension, one month each on up to three occasions
(each, a “Subsequent Extensions”), but in no event to a date later than July 20, 2023 (or, in each case , if
the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such
date, the next date upon which the Office of the Delaware Division of Corporations shall be open)) provided that the Company deposits
the applicable monthly Extension Payment into the Trust Account within two business days prior to the beginning of each additional extension
period, 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 Termination Letter attached as Exhibit B and the Property in the Trust Account,
including interest earned on the funds held in the Trust Account and 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;”

 


	2.	Addition of Section 1(m). A new Section 1(m) shall be added as follows:


 


“(m) Upon receipt of an extension letter
(“Extension Letter”) substantially similar to Exhibit E hereto at least five days prior to the applicable termination
date (as may be extended in accordance with Section 1(i)), signed on behalf of the Company by an executive officer, and receipt of the
dollar amount specified in the Extension Letter on or prior to such termination date (if and as applicable), to follow the instructions
set forth in the Extension Letter.”


  


	3.	Amendments to Definitions.


 


(i) Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Trust Agreement. The following defined term in the Trust Agreement shall be amended and restated
in their entirety:


 


“Trust Agreement” shall mean that certain
Investment Management Trust Agreement, dated January 14, 2021, by and between Edify Acquisition Corp. and Continental Stock Transfer &
Trust Company, as amended by the Amendment No. 1 to Investment Management Trust Agreement dated December 21, 2022.”; and


 






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	4.	Addition of Exhibit E. A new Exhibit E of the Trust Agreement is hereby added as follows:


 


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 — Extension Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraphs 1(j) and 1(m) of the Investment Management Trust
Agreement between Edify Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company
(the “Trustee”), dated as of January 14, 2021, as amended by the Amendment No. 1, dated [●], 2022 (the
“Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate
a Business Combination with the Target Businesses for an additional [●] month[s], from [●], 2023 to [●], 2023] (the
“Extension”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them
in the Trust Agreement. This Extension Letter shall serve as the notice required with respect to Extension prior to the applicable termination
date (as may be extended in accordance with Section 1(i) of the Trust Agreement).


 


In accordance with the terms of the Trust Agreement, we hereby authorize
you to deposit the Extension Payment, which will be wired to you, into the Trust Account investments upon receipt.


 


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


 


	5.1.	Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns. 
	 	 
	5.2.	Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 
	 	 
	5.3.	Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York. 
	 	 
	5.4.	Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument. 


 


	5.5.	Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof. 
	 	 
	5.6.	Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. 


 


[Signature Page to Follow]


 




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IN WITNESS WHEREOF, the parties have duly executed this Amendment as
of the date first written above.


 


	EDIFY ACQUISITION CORP.


 


	By:	/s/ Morris Beyda	 
	 	Name: 	Morris Beyda	 
	 	Title:	Chief Financial Officer	 


 


	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee





 


	By:	/s/ Francis Wolf  	 
	 	Name:	Francis Wolf	 
	 	Title:	Vice President	 


 


 


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