FIFTH AMENDMENT TO SERVICES AGREEMENT BETWEEN NST CONSULTING, LLC AND ACLARIS THERAPEUTICS, INC.

EXHIBIT 10.4

FIFTH AMENDMENT TO SERVICES AGREEMENT

BETWEEN

NST CONSULTING, LLC

AND

ACLARIS THERAPEUTICS, INC.

This Fifth Amendment to the Services Agreement (“Fifth Amendment”) made and entered into this 8th day of January 2016 and effective as of January 1, 2016 (“Effective Date”), by and between NST CONSULTING, LLC (“NST’) and ACLARIS THERAPEUTICS, INC. (“Aclaris”).

WHEREAS, NST provides certain management services to Aclaris pursuant to that certain Services Agreement dated February 5, 2014 (“Services Agreement”), as amended by the First Amendment dated December 19, 2014, the Second Amendment dated August 11, 2015, the Third Amendment dated November 24, 2015, and the Fourth Amendment dated January 8, 2016, the services being more specifically described therein; and

WHEREAS, NST and Aclaris wish to further amend the Services Agreement as follows;

NOW, THEREFORE, in consideration of and the agreement of each other, NST and Aclaris agree that the Services Agreement shall be and the same is hereby amended as follows:

1.   Incorporation of Recitals.  The recitals set forth above, the Services Agreement referred to therein and the exhibits attached hereto are hereby incorporated herein by reference as if set forth in full in the body of this Third Amendment. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Services Agreement.

       2.    Exhibit A. Exhibit A is deleted in its entirety and replaced with the new Exhibit A attached hereto.

         4.  Binding Effect.  Except as expressly amended hereby, the Services Agreement remains in full force and effect in accordance with its terms. 

IN WITNESS WHEREOF, NST and Aclaris have duly executed this Fifth Amendment on the date first above written.

NST CONSULTING, LLC                                         ACLARIS THERAPEUTICS, INC.

By: ___/s/ Douglas Gessl_____________                    By: ___/s/ Neal Walker____________

Name: _Douglas Gessl_______________                   Name: _Neal Walker______________

Title:  _CFO________________________                  Title: __President and CEO________

EXHIBIT A- 5th Amendment

(effective January 1, 2016)

NST will provide the services of Kelly Copeland (33.33% time allocation) and Evan Dick (60% time allocation).  The new total monthly cost for these services will be $[***] (includes benefits charge, excludes bonuses).   

(Equals 35% of M. Walker and J. Good, 60% T. Rambert)

$[***]/month (includes benefits charge, excludes bonuses, Joann DeLucca, G. Benoit-Rosa and Gina Reed) 

Increased to $[***]/month which covers utilities, general insurance, office supplies, computer server, existing  furniture, etc., but not mobile phone or laptop/desktop computers.

      Executive Personnel:$[***]

      Administrative Support Staff:$[***]

      Overhead Charge:$[***]

      Total Due from Aclaris to NST for Services Provided:$39,800.00

      Executive Personnel:$9,425.00 

      Admin Support:$1,250.00 (20% of G. Reed, incl. ~25% benefits charge, excludes pass through bonus)

     Total Due from NST to Aclaris for Certain Personnel Reimbursement Expenses:$10,675.00             

Monthly Due from Aclaris to NST:  $29,125.00