Exhibit 10.40

AMENDMENT NO. 4

TO

SENIOR SECURED CONVERTIBLE NOTE

This AMENDMENT NO. 4 (this “Amendment”) to that certain Senior Secured Convertible Note issued by SurgePays, Inc., a Nevada corporation (the “Company”) to Funicular Funds, LP, a Delaware limited partnership (the “Holder”), is entered into by and between the Company and Funicular, effective as June 30, 2026.

RECITALS:

WHEREAS, the Company issued to the Holder that certain Senior Secured Convertible Note with an original issuance date of May 12, 2025, and in the original principal amount of $6,999,999 (and subsequently increased by $1,000,000 in principal) (such note as subsequently amended the “Note”).

WHEREAS, as of June 30, 2026, $7,999,999 in principal and $1,242,916 in interest is owed under the Note.

WHEREAS, the Company and the Holder desire to amend the Note on the terms set forth herein.

WHEREAS, capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to such terms in the Note.

AGREEMENT:

NOW, THEREFORE, for good and valuable consideration, the recitals set forth above, and the covenants set forth herein, the parties agree that the Note is hereby amended as follows:

a. Section 1(b) of the Note is hereby amended and restated in its entirety as follows:

Starting with the month ending November 30, 2026, the Principal will amortize in equal monthly installments of $500,000 payable on each Payment Date, with a final payment of the remaining outstanding balance of this Note payable on the Maturity Date or upon earlier acceleration of this Note following the occurrence of an Event of Default.

b. Section 31(s) of the Note is hereby amended and restated in its entirety as follows:

“Maturity Date” shall mean March 12, 2028.

2. Continued Validity. Except as otherwise expressly stated in this Amendment, all other terms and provisions of the Note shall remain in full force and effect, without amendment or modification.

3. Entire Agreement. This Amendment, together with the Note and any other documents referenced therein, represents the entire agreement of the parties to the Amendment and shall supersede any and all previous contracts, arrangements or understandings between the parties with respect to the subject matter herein.

4. Governing Law. This Amendment shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Amendment shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.

5. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Amendment shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.

6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.