Eligible Options

New PRSUs

Election to tender
Eligible
Option in
exchange for New
PRSU(s)

Grant
Number

Grant
Date

Grant
Type

Exercise
Price

Eligible
Shares

Ratio

RSUs

☐Yes,exchange Eligible Option for New PRSU(s)

☐No,retain Eligible Option

☐Yes,exchange Eligible Option for New PRSU(s)

☐No,retain Eligible Option

☐Yes,exchange Eligible Option for New PRSU(s)

☐No,retain Eligible Option

PRSUs will only be eligible to vest when the Board of Director or compensation committee thereof certifies, in its sole discretion, that the following performance goals for your New PRSUs have been attained:

50% of New PRSUs will vest upon FDA acceptance of a new drug application for roluperidone, provided that such acceptance is not “over protest” and occurs within three years after the grant date of the New PRSUs, and

remaining New PRSUs would vest upon roluperidone receiving FDA marketing approval provided that such approval occurs within five years after the grant date of the New PRSUs.

Minerva Neurosciences, Inc. (“Minerva”)

I have received from Minerva the Offer to Exchange Eligible Options for New Restricted Stock Units, including the Summary Term Sheet – Questions and Answers, dated July 6, 2021 (collectively, the “Offer Documents”), and upon making an election herein, I agree to all of the terms and conditions of the Offer Documents.

I tender to Minerva for exchange the Eligible Options specified on this Election Form and understand that, upon acceptance by Minerva, this Election Form will constitute a binding agreement between Minerva and me. I have checked the box(es) corresponding to the Eligible Options that I elect to tender for exchange. I understand that any election that I make to tender an option for exchange that does not qualify as an Eligible Option will not be accepted, and such options will remain outstanding subject to their original terms following the expiration of the Exchange Offer.

If I validly tender an Eligible Option for exchange and such Eligible Option is accepted by Minerva, such Eligible Option will automatically be cancelled by Minerva in exchange for the grant of one or more New PRSUs with the applicable New PRSU terms described in the Offer Documents, including, without limitation:

Each New PRSU will not have an exercise or purchase price.

Each New PRSU will represent the right to receive one share of Minerva common stock for each New PRSU that vests in the future.

The number of New PRSUs will be determined using an exchange ratio that takes into account the fair value of my tendered Eligible Option.

Each New PRSU will only be eligible to vest when the Board of Director or compensation committee thereof certifies, in its sole discretion, that the following performance goals for such New PRSU have been attained, subject to your remaining in our continuous employment through each vesting date:

50% of New PRSUs will vest upon FDA acceptance of a new drug application for roluperidone, provided that such acceptance is not “over protest” and occurs within three years after the grant date of the New PRSUs.

Remaining New PRSUs would vest upon roluperidone receiving FDA marketing approval provided that such approval occurs within five years after the grant date of the New PRSUs.

To remain eligible to tender Eligible Options for exchange pursuant to the Exchange Offer, I must remain an Eligible Holder on or prior to the date on which the surrendered Eligible Options are canceled and the New PRSUs are granted to replace them. I understand that if my employment with Minerva ceases on or prior to the date on which the surrendered Eligible Options are canceled and the New PRSUs are granted to replace them, Minerva will not accept my Eligible Options for exchange and I or my estate or beneficiaries, as the case may be, will retain my Eligible Options subject to their original terms and conditions. If I cease providing services to Minerva for any reason before the shares underlying my New PRSUs vest, I will forfeit any unvested portion of my New PRSUs, subject to the terms of Minerva’s Amended and Restated 2013 Equity Incentive Plan.

Neither the ability to participate in the Exchange Offer nor actual participation in the Exchange Offer will be construed as a right to continued employment or service with Minerva.

This election is entirely voluntary, and I am aware that I may change or withdraw my decision to tender my Eligible Options at any time until the Expiration Time, as described in the Instructions to Election Form. I understand that this decision to tender my Eligible Options will be irrevocable as of 5:00 p.m., Eastern Time, Tuesday, August 3, 2021 unless the Exchange Offer is extended. Participation in the Exchange Offer is entirely my decision and should be made based on my personal circumstances. Minerva has not authorized any person to make any recommendation on its behalf as to whether or not I should participate in the Exchange Offer.

I may receive certain future confirmation letters or other communications from Minerva in connection with the Exchange Offer, including a communication confirming that Minerva has received this Election Form and whether Minerva ultimately accepts or rejects this Election Form.

DEFINED TERMS. All capitalized terms used in this Election Form but not defined herein have the meanings given in the Offer to Exchange Eligible Options for New Restricted Stock Units, dated July 6, 2021, filed with the U.S. Securities and Exchange Commission and separately delivered to you by email from Minerva. The use of “Minerva,” “we,” “us” and “our” in this Election Form refers to Minerva Neurosciences, Inc.

EXPIRATION TIME. The Exchange Offer and any rights to tender or to withdraw a tender of Eligible Options expire at 5:00 p.m., Eastern Time, on Tuesday, August 3, 2021, unless the Exchange Offer is extended (and unless we have accepted the Eligible Options, you may also withdraw any such tendered securities at any time after 11:59 p.m. Eastern Time on Thursday, September 2, 2021).

DELIVERY OF ELECTION FORM. If you intend to tender Eligible Options under the Exchange Offer, a signed copy of this Election Form must be received by Minerva before 5:00 p.m., Eastern Time, on Tuesday, August 3, 2021 (or such later date as may apply if the Exchange Offer is extended) by the following means:

Via email (by PDF or similar imaged document file) to:

WITHDRAWAL OF ELECTION. Tenders of Eligible Options made under the Exchange Offer may be withdrawn at any time before 5:00 p.m., Eastern Time, on Tuesday, August 3, 2021, unless we extend the expiration date, in which case withdrawals must be received before such later expiration date and time (and unless we have accepted the Eligible Options, you may also withdraw any such tendered options after 11:59 p.m. Eastern Time on Thursday, September 2, 2021).

SIGNATURES. Please sign and date this Election Form. Except as described in the following sentence, this Election Form must be signed by the Eligible Holder who holds the Eligible Options to be tendered using the same name for such Eligible Holder as appears on the applicable stock option agreement. If the signature is by an attorney-in-fact or another person acting in a fiduciary or representative capacity, the signer’s full title and proper evidence of the authority of such person to act in such capacity must be identified on this Election Form.

REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests for assistance regarding the Exchange Offer (including requests for additional or hard copies of the Offer Documents or this Election Form) should be directed via email to option.exchange@minervaneurosciences.com.

IRREGULARITIES. We will determine all questions as to the number of shares subject to Eligible Options tendered and the validity, form, eligibility (including time of receipt) and acceptance of any tender of Eligible Options for exchange. Subject to any order or decision by a court or arbitrator of competent

ALTERNATIVE, CONDITIONAL OR CONTINGENT OFFERS. We will not accept any alternative, conditional or contingent tenders.

IMPORTANT U.S. TAX INFORMATION. You should refer to Section 12 of the Offering Memorandum included in the Offer Documents, which contains important U.S. tax information. We encourage you to consult with your own financial and tax advisors if you have questions about your financial or tax situation.