EXHIBIT 10.9

LOCK-UP AND LEAK-OUT AGREEMENT

[     ], 2026

Re: Direct Listing of Shares of Common Stock of BirchBioMed Inc.

Ladies and Gentlemen:

BirchBioMed Inc., a British Columbia corporation (the “Company”) is delivering this Lock-Up and Leak-Out Agreement (the “Agreement”) to you, the undersigned party (referred to herein as the “Undersigned”) in connection with the direct listing of the shares of common stock, no par value per share (the “Common Shares”), of the Company on the Nasdaq Global Market (the “Direct Listing”).

The Undersigned irrevocably agrees with the Company that, from the date hereof until ninety days (90) following the date the Common Shares are first listed for trading on the Nasdaq Global Market in connection with the Direct Listing (the “Restriction Period”), the Undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Undersigned or any affiliate of the Undersigned or any person in privity with the Undersigned or any affiliate of the Undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any Common Shares, any warrant to purchase Common Shares or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for, Common Shares or any other equity security of the Company, in each case owned beneficially or otherwise by the undersigned on the date of the Direct Listing or acquired by the Undersigned during the Restriction Period (“Relevant Security”), without prior written consent of the Company. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. The Undersigned acknowledges that the Company shall provide written notice to the transfer agent of the Company to inform them of the Restriction Period, which written notice shall include notification by email. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, the restrictions set forth in this paragraph shall not apply to, and the Relevant Securities subject to the Restriction Period shall exclude, four hundred thousand (400,000) Common Shares held by the Undersigned (the “Excluded Shares”), which Excluded Shares shall be freely transferable by the Undersigned during the Restriction Period, subject to the Daily Sales Cap as set forth below.

In addition, the Undersigned further agrees that, except for the registration statement filed or to be filed in connection with the Direct Listing, during the Restriction Period the Undersigned will not, without the prior written consent of the Company: (a) file or participate in the filing with the Securities and Exchange Commission (“SEC”) of any registration statement or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document, in each case with respect to any proposed offering or sale of a Relevant Security, or (b) exercise any rights the Undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security.

In furtherance of the Undersigned’s obligations hereunder, the Undersigned hereby authorizes the Company during the Restriction Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Relevant Securities for which the Undersigned is the record owner and the transfer of which would be a violation of this Agreement and, in the case of Relevant Securities for which the Undersigned is the beneficial but not the record owner, agrees that during the Restriction Period it will cause the record owner to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities to the extent such transfer would be a violation of this Agreement.

Notwithstanding the foregoing, the Undersigned may transfer the Undersigned’s Relevant Securities:

provided, in the case of clauses (i)-(vi), that (A) such transfer shall not involve a disposition for value, (B) the transferee agrees in writing with the Company to be bound by the terms of this Agreement, and (C) such transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made.

For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

The Undersigned further agrees that, during the Restriction Period and for a six (6) month period after the Restriction Period, it will not sell, during any calendar day, Relevant Securities in an amount exceeding ten percent (10%) of the total daily trading volume of the Common Shares on all trading markets (including regular and extended trading) for such day (the “Daily Sales Cap”). Notwithstanding the foregoing, the Daily Sales Cap shall not apply to fifty thousand (50,000) of the Excluded Shares (which fifty thousand (50,000) shares may be sold free of the Daily Sales Cap), and the remaining Excluded Shares shall remain subject to the Daily Sales Cap.

The Undersigned acknowledges that the execution, delivery and performance of this Agreement is a material inducement to the Company to complete the Direct Listing, and the Company shall be entitled to specific performance of the Undersigned’s obligations hereunder. The Undersigned hereby represents and warrants that the Undersigned has full power and authority to enter into this Agreement and that this Agreement has been duly authorized (if the Undersigned is not a natural person) and constitutes the legal, valid and binding obligation of the Undersigned, enforceable in accordance with its terms. The Undersigned further that the Undersigned has received adequate consideration therefor and that the Undersigned will indirectly benefit from the Direct Listing. Upon request, the Undersigned will execute any additional documents necessary in connection with the enforcement hereof.

This Agreement shall be binding on successors and assigns of the Undersigned with respect to the Relevant Securities and any such successor or assign shall enter into a similar agreement for the benefit of the Company.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Delivery of a signed copy of this Agreement by facsimile or e-mail/.pdf transmission shall be effective as the delivery of the original hereof.