Scheme Implementation Agreement - Amending Agreement Date : 24 October 2024 Parties Bionomics Name Bionomics Limited (a company incorporated in South Australia) ACN 075 582 740 Address 200 Greenhill Road, Eastwood SA 506

Scheme Implementation Agreement - Amending Agreement

Date: 24 October 2024

Operative provisions

Capitalised terms in this document

have the same meanings as in the Agreement unless the context requires otherwise.

The Agreement is amended as follows.

"4.2 Scheme Consideration

The amendments to the Agreement which

are set out in this document take effect on and from the date of this document as specified above.

Other than as varied by this document,

the terms and conditions of the Agreement remain in full force and effect.

This document may be signed in counterparts and all counterparts

taken together constitute one document.

Executed as an agreement

Annexure A - Scheme of Arrangement

Scheme of Arrangement

SCHEME OF ARRANGEMENT

Under section 411 of the Corporations Act

THE PARTIES AGREE AS FOLLOWS:

Unless the contrary intention appears,

these meanings apply:

ADS means an American Depositary

ADS Depositary means Citibank,

ADS Holder means a holder of

ASIC means the Australian Securities

& Investments Commission.

Bionomics ADS means each American

Depositary Share, representing 180 Bionomics Shares and which trade on Nasdaq under the ticker code "BNOX".

Bionomics Share means each fully

paid ordinary share in Bionomics.

Bionomics Shareholder means

each person entered in the Register as a holder of Bionomics Shares.

Business Day means a day (other

than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Adelaide, South Australia or Delaware,

Completion means completion

of the implementation of the Scheme on the Implementation Date.

Corporations Act means the Corporations

Court means Supreme Court of

New South Wales or such other court of competent jurisdiction as the parties may agree in writing.

Deed Poll means the deed poll

dated 23 October 2024 executed by Neuphoria substantially in the form of Annexure D of the Scheme Booklet or as otherwise agreed by Neuphoria

and Bionomics under which Neuphoria covenants in favour of each Scheme Participant to perform its obligations under this Scheme.

Effective means the coming into

effect, under section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act

in relation to the Scheme, but in any event at no time before an office copy of the order of the Court is lodged with ASIC.

Effective Date means the date

on which the Scheme becomes Effective.

Encumbrance means any security

for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power or title retention or

flawed deposit arrangement and any "security interest" as defined in sections 12(1) or 12(2) of the PPSA or any agreement

to create any of them or allow them to exist.

End Date means the Sunset Date,

including any extension to that date, as defined in the Scheme Implementation Agreement.

Excluded Shareholder means Neuphoria

and any of its subsidiaries.

Implementation Date means the

fifth Business Day following the Record Date or such other date as the parties agree in writing.

Ineligible Overseas Shareholder

means a Bionomics Shareholder:

and Bionomics jointly determine that it is lawful and not unduly onerous and not unduly impracticable to issue that Bionomics Shareholder

with Neuphoria Shares when the Scheme becomes Effective and it is lawful for that Bionomics Shareholder to participate in the Scheme by

the law of such other place as a Bionomics Shareholder may be resident or located.

Nasdaq means the Nasdaq Global

Neuphoria means Neuphoria Therapeutics Inc., a Delaware

Neuphoria Share means a share

of common stock in Neuphoria.

New Neuphoria Shares means Neuphoria

Shares to be issued under the Scheme as Scheme Consideration.

Non-Electing Small Parcel Holder

means a Small Parcel Holder who has not made a valid election to not participate in the Sale Facility, or having made such an election

has validly withdrawn their election.

Permitted Jurisdiction means

Australia, Canada, European Union (excluding Austria), Hong Kong, Jersey, Kazakhstan, Mexico, New Zealand, Norway, Singapore, South Africa,

Switzerland, South Korea, the United Kingdom, the United States and any other jurisdictions mutually agreed by Bionomics and Neuphoria.

PPSA means the Personal Property

Securities Act 2009 (Cth).

Record Date means 7.00 pm on

the second Business Day following the Effective Date, or any other date (after the Effective Date) agreed by the parties to be the record

date to determine entitlements to receive Scheme Consideration under the Scheme.

Register means the register

of members of Bionomics.

Registered Address means, in

relation to a Bionomics Shareholder, the address shown in the Register.

Sale Facility means the facility

to be conducted in accordance with clause 6.4.

Scheme means this scheme of

arrangement between Bionomics and Scheme Participants under which all of the Scheme Shares will be transferred to Neuphoria under Part

5.1 of the Corporations Act as described in clause 6 of this Scheme, in consideration for the Scheme Consideration, subject to any amendments

or conditions made or required by the Court pursuant to section 411(6) of the Corporations Act to the extent they are approved in writing

by Bionomics and Neuphoria in accordance with clause 10 of this Scheme.

Scheme Booklet means the information

prepared in accordance with the Scheme Implementation Agreement and agreed by the parties (acting reasonably) to be approved by the Court

and despatched to Scheme Participants in relation to the Scheme.

Scheme Consideration in relation

to a Scheme Participant means the number of New Neuphoria Shares to be issued to the Scheme Participant as described in clause 6.2.

Scheme Implementation Agreement

means the scheme implementation agreement dated 1 October 2024 between Bionomics and Neuphoria under which, amongst other things, Bionomics