EXECUTIONVERSION

B1BANK–LOANNO.10000160820-10001

OMNIBUSAGREEMENT

THISOMNIBUSAGREEMENT(asamended,modifiedorrestatedfromtimeto time,this“Agreement”) datedasofJuly24,2026(the“EffectiveDate”)isexecutedby(a)SERITAGEGROWTHPROPERTIES,L.P.,a Delaware limited partnership (“Borrower”), and (b)SERITAGE SRC FINANCE LLC, a Delaware limitedliability company, SERITAGE SRC MEZZANINE FINANCE LLC, a Delaware limited liability company, SRG LIMITEDPARTNER,LLC,aDelawarelimitedliabilitycompany,andSERITAGEGROWTHPROPERTIES, a Maryland real estate investment trust (whether one or more, “Guarantor” and together with Borrower,“Obligors”), and (c)b1BANK, a Louisiana state-chartered bank (together with its successors and assigns,“Lender”).

RECITALS

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DocusignEnvelopeID:89E100F3-5A7B-85FB-8227-6E586E221E6D

KeyTerms,Page

30573248v1155670.002.26

4907-8076-8939

Exhibit 10.4

EXECUTION VERSION

AGREEMENTOFPURCHASEANDSALE

DallasMidtown,Dallas,Texas

KEYTERMSSUMMARY

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Exhibit 10.2

*

BUSINESSLOANAGREEMENT

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EXECUTIONVERSION

B1BANK–LOANNO.10000160875-10001

LOANANDSECURITYAGREEMENT

THIS LOAN AND SECURITY AGREEMENT (including all schedules, exhibits and appendices attached or otherwise identified therewith, as amended, modified or restated from time to time, this “Agreement”) datedasofJuly24,2026(the“EffectiveDate”),isbetween(a)b1BANK,aLouisianastate-charteredbank(together with its successors and assigns, “Lender”) and (b)SERITAGE SRC FINANCE LLC, a Delaware limited liability company (“Borrower”).

RECITALS

WHEREAS Borrower (a)has determined that Borrower will benefit specifically and materially from the Credit Facility contemplated by this Agreement, and (b)has requested and bargained for the structure, terms and obligations set forth in the Loan Documents.

WHEREAS Lender is willing to make the Credit Facility available upon and subject to the provisions, terms and conditions set forth in the Loan Documents.

NOWTHEREFORE,thepartieshereto,intendingtobelegallybound,agreeasfollows:

1.

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CORVEX, INC.

April 28, 2026

Patrick Fleury

3665 Tucker Ranch Road

PO Box 876

Wilson, Wyoming 83014

Re: Director Services to Corvex, Inc.

Dear Patrick:

This letter agreement is to confirm our understanding with respect to your role as a member of the Board of Directors (the “Board”) of Corvex, Inc. (the “Company”). On behalf of the Company, I would like to state that we are delighted by your interest in the Company and your willingness to serve the Company as a member of the Board. The Company looks forward to a continued mutually beneficial association with you on the following terms, which are hereby made effective as of the date you are elected as a member of the Board at the Company’s 2026 Annual Meeting of Stockholders to be held in May 2026 (the “Effective Date”):

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EXECUTIVE EMPLOYMENT AGREEMENT

** **

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated as of April 28, 2026 (the “Effective Date”), is entered into by and between Corvex, Inc. (the “Company”), and Christopher Moreland (“Executive”). Each of the Company and Executive is a “Party,” and collectively, they are the “Parties.”

WHEREAS, the Company wishes to employ Executive, and Executive wishes to accept such employment with the Company, in each case, subject to the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and mutual benefits, the Company and Executive agree as follows:

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** **

CORVEX, INC.

June 2, 2026

Nicholas Donofrio

Email: nmd@us.ibm.com

Re: Director Services to Corvex, Inc.

Dear Nicholas:

This letter agreement is to confirm our understanding with respect to your role as a member of the Board of Directors (the “Board”) of Corvex, Inc. (the “Company”). On behalf of the Company, I would like to state that we are delighted by your interest in the Company and your willingness to serve the Company as a member of the Board. The Company looks forward to a continued mutually beneficial association with you on the following terms, which are hereby made effective as of the date you are elected as a member of the Board at the Company’s 2026 Annual Meeting of Stockholders to be held in June 2026 (the “Effective Date”):

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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PROMISSORY NOTE

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Principal Amount: US$500,000

Dated: June 16, 2026

New York, New York

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**AMENDED AND RESTATED **

MOTORSPORT GAMES INC.

2021 EQUITY INCENTIVE PLAN

** **

RESTRICTED STOCK UNIT AWARD GRANT NOTICE

Motorsport Games Inc., a Delaware corporation (the “Company”), pursuant to its Amended and Restated Motorsport Games Inc. 2021 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”). Each vested Restricted Stock Unit represents the right to receive, in accordance with the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), one share of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”). This award of Restricted Stock Units is subject to all of the terms and conditions set forth herein and in the Agreement and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Unit Award Grant Notice (the “*Grant N

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is made as of [●], 20[●] by and between Motorsport Games Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

WHEREAS, Indemnitee is [a director/an officer] of the Company [/the Company expects Indemnitee to join the Company as [a director/an officer]];

**WHEREAS, **both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;

**WHEREAS, **the Company desires to attract and continue to retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company and to indemnify its officers and directors so as to provide them with the maximum protection permitted by law;

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