MINERVA NEUROSCIENCES, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN (Amended and Restated as of

MINERVA NEUROSCIENCES, INC.

AMENDED AND RESTATED

2013 EQUITY INCENTIVE PLAN

(Amended and Restated as of April 21, 2018)

1.1 PURPOSE OF THE PLAN

This Amended and Restated 2013 Equity Incentive Plan (the Plan ) is intended to promote the interests of Minerva Neurosciences,

Inc., a Delaware corporation, by providing eligible persons in the Corporation s service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to

remain in such service.

All share numbers set forth herein give effect to the 3.5:1 reverse stock split approved by the Board on

Capitalized terms shall have the meanings assigned to such terms in the attached Appendix.

Awards may be made under the Plan in the form of (i) options, (ii) stock appreciation rights, (iii) stock awards and

(iv) restricted stock units.

1.3 ADMINISTRATION OF THE PLAN

(a) The Compensation Committee shall have sole and exclusive authority to administer the Plan with respect to Section 16 Insiders.

Administration of the Plan with respect to all other persons eligible to participate in the Plan may, at the Board s discretion, be vested in the Compensation Committee or a Secondary Board Committee, or the Board may retain the power to

administer those programs with respect to such persons. To the extent permitted by law, the Board or the Compensation Committee may delegate any or all of its authority to administer the Plan with respect to one or more classes of eligible persons

(other than Section 16 Insiders) to one or more officers of the Corporation.

(b) Members of the Compensation Committee or any

Secondary Board Committee shall serve for such period of time as the Board may determine and may be removed by the Board at any time. The Board may also at any time terminate the functions of any Secondary Board Committee and reassume all powers and

authority previously delegated to such committee.

(c) Each Plan Administrator shall, within the scope of its administrative functions

under the Plan, have full power and authority (subject to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of the Plan and to make such determinations under, and issue such

interpretations of, the provisions of the Plan and any outstanding Awards thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator within the scope of its administrative functions under the Plan shall be final and

binding on all parties who have an interest in the Plan under its jurisdiction or any Award thereunder.

(d) Service as a Plan Administrator by the members of the Compensation Committee or the Secondary

Board Committee shall constitute service as Board members, and the members of each such committee shall accordingly be entitled to full indemnification and reimbursement as Board members for their service on such committee. No member of the

Compensation Committee or the Secondary Board Committee shall be liable for any act or omission made in good faith with respect to the Plan or any Award thereunder.

persons eligible to participate in the Plan are as follows:

(ii) non-employee members of the Board or the board of directors of any Parent or Subsidiary, and

(iii) consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary).

(b) The Plan Administrator shall have full authority to determine which eligible persons are to receive Awards under the Plan, the time or

times when those Awards are to be made, the number of shares to be covered by each such Award, the time or times when the Award is to become exercisable, the status of an option for federal tax purposes, the maximum term for which an option or stock

appreciation right is to remain outstanding, the vesting and issuance schedules applicable to the shares which are the subject of the Award, the cash consideration (if any) payable for those shares and the form (cash or shares of Common Stock) in

which the Award is to be settled and, with respect to performance based Awards, the performance objectives for each such Award, the amounts payable at designated levels of attained performance, any applicable service vesting requirements, and

the payout schedule for each such Award.

1.5 STOCK SUBJECT TO THE PLAN

(a) The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by

the Corporation on the open market. The number of shares of Common Stock initially reserved for issuance over the term of the Plan shall be limited to 9,846,333 shares, which includes 2,500,000 shares approved by the Board on April 21, 2018 and

which are subject to stockholder approval of this amended and restated Plan.

(b) The maximum number of shares of Common Stock that may be

issued pursuant to Incentive Options granted under the Plan shall be 19,692,666 plus, to the extent allowable under Section 422 of the Code, any shares that became available for issuance under the Plan pursuant to Section 1.5(e).

(c) The maximum number of shares of Common Stock for which Stock Options and Stand-alone Rights that are settled in shares may be made to any

person under the Plan in any calendar year shall not exceed 750,000 shares of Common Stock in the aggregate.

(d) The maximum number of

shares of Common Stock for which Awards (other than Stock Options and Stand-alone Rights that are settled in shares) may be made to any person under the Plan in any calendar year shall not exceed 750,000 shares of Common Stock in the aggregate.

(e) Shares of Common Stock subject to outstanding Awards made under the Plan shall be available

for subsequent award and issuance under the Plan to the extent those Awards expire or terminate for any reason prior to the issuance of the shares of Common Stock subject to those Awards or such Awards are cancelled in connection with the provisions

of Section 2.6. Unvested shares issued under the Plan and subsequently forfeited or repurchased by the Corporation, at a price per share not greater than the original issue price paid per share, pursuant to the Corporation s repurchase

rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for subsequent reissuance. To the extent an Award is settled in cash rather than Shares, then

the number of shares of Common Stock available for issuance under the Plan shall not be reduced by the number of shares subject to such Award.

(f) Should the exercise price of an option under the Plan be paid with shares of Common Stock (whether through the withholding of a portion of

the otherwise issuable sharers or through the tender of actual outstanding shares), then the authorized reserve of Common Stock under the Plan shall be reduced only by the net number of shares issued under the exercised stock option and not by the

gross number of shares for which that option is exercised. Upon the exercise of any stock appreciation right under the Plan, the share reserve shall be reduced only by the net number of shares actually issued by the Corporation upon such exercise

and not by the gross number of shares as to which such right is exercised. If shares of Common Stock otherwise issuable under the Plan are withheld by the Corporation in satisfaction of the withholding taxes incurred in connection with the exercise,

vesting or settlement of an Award, then the number of shares of Common Stock available for issuance under the Plan shall be reduced by the net number of shares issued after such share withholding.

(g) Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares,

exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Corporation s receipt of consideration, or should the value of outstanding shares of

Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or other reorganization, then equitable

adjustments shall be made by the Plan Administrator to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the maximum number and/or class of securities for which any one person may be granted Stock Options and

Stand-alone Rights that are settled in shares under the Plan in any calendar year, (iii) the maximum number and/or class of securities for which any one person may be granted Awards (other than Stock Options and Stand-alone Rights that are

settled in shares) under the Plan in any calendar year, (iv) the maximum number and/or class of securities that may be issued pursuant to Incentive Options, (v) the number and/or class of securities and the exercise or base price per share

in effect under each outstanding Award under the Plan and the consideration (if any) payable per share, and (vi) the number and/or class of securities subject to the Corporation s outstanding repurchase rights under the Plan and the

repurchase price payable per share. The adjustments shall be made in such manner as the Plan Administrator deems appropriate and such adjustments shall be final, binding and conclusive. In addition, in the event of a Change in Control, the

provisions of Section 2.5 shall apply.

(h) Outstanding Awards granted pursuant to the Plan shall in no way affect the right of the

Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

(a) Authority. The Plan Administrator shall have full power and authority, exercisable in its sole discretion,

to grant Incentive Options and Nonstatutory Options evidenced by one or more Award Agreements in the form approved by the Plan Administrator; provided, however, that the terms of each such agreement shall not be inconsistent with the terms specified

below. Each agreement evidencing an Incentive Option shall, in addition, be subject to the provisions of Section 2.1(f) below.

(i) The exercise price per share shall be fixed by the Plan Administrator; provided, however, that such

exercise price shall not be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the grant date.

(ii) The exercise price shall become immediately due upon exercise of the option and shall, subject to the provisions of the Award Agreement

evidencing the option, be payable in one or more of the forms specified below:

(A) cash or check made payable to the Corporation,

(B) shares of Common Stock (whether delivered in the form of actual stock certificates or through attestation of ownership) held for the

requisite period (if any) necessary to avoid any resulting charge to the Corporation s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date,

(C) shares of Common Stock otherwise issuable under the option but withheld by the Corporation in satisfaction of the exercise price, with

such withheld shares to be valued at Fair Market Value on the exercise date, or

(D) to the extent the option is exercised for vested

shares of Common Stock, through a special sale and remittance procedure pursuant to which the Participant shall concurrently provide instructions to (a) a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering

such procedure in compliance with the Corporation s pre-clearance/pre-notification policies) to effect the immediate sale of the purchased shares and remit to the

Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the

Corporation by reason of such exercise and (b) the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale.

Except to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on

(c) Exercise and Term of Options. Each option shall be exercisable at such time or times, during such

period and for such number of shares as shall be determined by the Plan Administrator and set forth in the Award Agreements evidencing the option. However, no option shall have a term in excess of ten (10) years measured from the option grant

(d) Effect of Termination of Service.

(i) The following provisions shall govern the exercise of any options that are outstanding at the time of the Participant s cessation of

(A) Any option outstanding at the time of the Participant s cessation of Service for any reason shall remain

exercisable for such period of time thereafter as shall be determined by the Plan Administrator and set forth in the documents evidencing the option, but no such option shall be exercisable after the expiration of the option term.

(B) Any option held by the Participant at the time of the Participant s death and exercisable in whole or in part at that time may be

subsequently exercised by the personal representative of the Participant s estate or by the person or persons to whom the option is transferred pursuant to the Participant s will or the laws of inheritance or by the Participant s

designated beneficiary or beneficiaries of that option.

(C) Should the Participant s Service be terminated for Misconduct or should

the Participant otherwise engage in Misconduct while holding one or more outstanding options, then all of those options shall terminate immediately and cease to be outstanding.

(D) During the applicable post-Service exercise period, the option may not be exercised for more than the number of vested shares for which

the option is at the time exercisable. No additional shares shall vest under the option following the Participant s cessation of Service except to the extent (if any) specifically authorized by the Plan Administrator in its sole discretion

pursuant to an express written agreement with the Participant. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any shares for

which the option has not been exercised.

(ii) The Plan Administrator shall have complete discretion, exercisable either at the time an