250,000,000 Revance Therapeutics, Inc. 1.75% Convertible Senior Notes due 2027 Purchase Agreement

1.75% Convertible Senior Notes due 2027

As representative of the several Purchasers

named in Schedule I hereto

Ladies and Gentlemen:

Therapeutics, Inc., a Delaware corporation (the Company ), proposes, subject to the terms and conditions set forth in this agreement (this Agreement ), to issue and sell to the Purchasers named in Schedule I hereto (the

Purchasers ), for whom Goldman Sachs & Co. LLC is acting as representative (the Representative ), an aggregate of $250,000,000 principal amount of the Company s 1.75% Convertible Senior Notes due 2027

( the Firm Securities ). The Firm Securities will be issued pursuant to an indenture (the Indenture ), to be dated as of February 14, 2020, by and among the Company and U.S. Bank National Association, as trustee (the

Trustee ). In addition, the Company has granted to the Purchasers an option to purchase up to an additional $37,500,000 aggregate principal amount of its 1.75% Convertible Senior Notes due 2027 on the terms and conditions and for the

purposes set forth herein (the Option Securities and, together with the Firm Securities, the Securities ), solely for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities. The

Securities will be convertible into cash, shares (the Underlying Shares ) of duly and validly issued, fully paid and non-assessable shares of the Company s common stock, par value $0.001 per

share (the Common Stock ) or a combination of cash and Underlying Shares, at the Company s election.

In connection with the offering of

the Firm Securities, the Company is separately entering into a capped call transaction with each of Goldman Sachs & Co. LLC and JPMorgan Chase Bank, National Association (the Capped Call Counterparties ), pursuant to separate

capped call confirmations (the Base Capped Call Confirmations ), each to be dated the date hereof, and in connection with any exercise by the Purchasers of their option to purchase any Option Securities, the Company and the Capped Call

Counterparties may enter into additional capped call transactions pursuant to additional capped call confirmations (the Additional Capped Call Confirmations ), to be dated the date on which the Purchasers exercise their option to purchase

such Option Securities. We refer to the Base Capped Call Confirmations and the Additional Capped Call Confirmations collectively herein as the Capped Call Confirmations.

A. the subject of any sanctions administered or enforced by the U.S. Department of Treasury s

Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty s Treasury, or other relevant sanctions authority (collectively, Sanctions ), nor

B. located, organized or resident in a country or territory that is the subject of Sanctions (including,

without limitation, Crimea, Cuba, Iran, North Korea and Syria).

(ii) The Company will not, directly or indirectly, use the proceeds of the

offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

A. to fund or facilitate any activities or business of or with any Person or in any country or territory

that, at the time of such funding or facilitation, is the subject of Sanctions; or

manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(iii) For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not

engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

2. Subject to the terms and conditions herein set forth, (a) the

Company agrees to issue and sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.00% of the principal amount of the Securities (the

Purchase Price ), plus accrued interest, if any, from February 14, 2020 to the First Time of Delivery (as defined below), the principal amount of Securities set forth opposite the name of such Purchaser in Schedule I hereto; and

(b) in the event and to the extent that the Purchasers shall exercise the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to each of the Purchasers, and each of the Purchasers agrees, severally

and not jointly, to purchase from the Company, at the Purchase Price set forth in clause (a) of this Section 2 plus accrued interest, if any, from February 14, 2020, that portion of the aggregate principal amount of the Optional

Securities as to which such election shall have been exercised (to be adjusted by the Representative so as to eliminate fractions of $1,000) solely for the purpose of covering sales of Securities in excess of the principal amount of the Firm

Securities, determined by multiplying such aggregate principal amount of Optional Securities by a fraction, the numerator of which is the maximum aggregate principal amount of Optional Securities that such Purchaser is entitled to purchase as set

forth opposite the name of such Purchaser in Schedule I hereto and the denominator of which is the maximum aggregate principal amount of Optional Securities that all of the Purchasers are entitled to purchase hereunder.

The Company hereby grants to the Purchasers the right to purchase, at their option, up to $37,500,000 aggregate principal amount of Optional Securities,

solely for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities, at the Purchase Price plus accrued interest, if any, from February 14, 2020 to such Subsequent Time of Delivery (as defined in

Section 4 hereof). The Representative may exercise this right on behalf of the Purchasers, in whole or from time to time in part, by giving written notice to the Company; provided that any Subsequent Time of Delivery shall occur within a

period of 13 calendar days from, and including, the First Time of Delivery. Any such written notice from the Representative to the Company setting forth the aggregate principal amount of Optional Securities to be purchased and the date on which such

Optional Securities are to be delivered, as determined by the Representative but in no event earlier than the First Time of Delivery or, unless the Representative and the Company otherwise agree in writing, earlier than two or later than ten New

York Business Days (as defined below) after the date of such notice.

(ii) each Purchaser, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representative,

other than one or more term sheets relating to the Securities containing customary information and conveyed to purchasers of securities or any Permitted General Solicitation Material, it has not made and will not make any offer relating to the

Securities that, if the offering of the Securities contemplated by this Agreement were conducted as a public offering pursuant to a registration statement filed under the Securities Act with the Commission, would constitute a free writing

prospectus, as defined in Rule 405 under the Securities Act other than any such offer listed on Schedule II(c) (any such offer (other than any such term sheets and any Permitted General Solicitation Material), is hereinafter referred to as a

Purchaser Supplemental Disclosure Document ); and

(iii) any Company Supplemental Disclosure Document, Purchaser Supplemental

Disclosure Document or Permitted General Solicitation Material, the use of which has been consented to by the Company and the Representative, is listed as applicable on Schedule II(b), Schedule II(c) or Schedule II(d) hereto, respectively.

If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser or

Purchasers by the Representative and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal

amount of all the Securities to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers to purchase

Securities of a defaulting Purchaser or Purchasers, then this Agreement (or, with respect to a Subsequent Time of Delivery, the obligation of the Purchasers to purchase and of the Company to sell the Optional Securities) shall thereupon terminate,

without liability on the part of any non-defaulting Purchaser or the Company, except for the expenses to be borne by the Company and the Purchasers as provided in Section 7 hereof and the indemnity and

contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Purchaser from liability for its default.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Purchasers shall be delivered or sent by mail or

facsimile transmission to Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department; and if to the Company shall be delivered or sent by mail or facsimile transmission to the address of the

Company set forth in the Offering Memorandum, Attention: General Counsel; provided, however, that any notice to a Purchaser pursuant to Section 9 hereof shall be delivered or sent by mail or facsimile transmission to such

Purchaser at its address set forth in its Purchasers Questionnaire, which address will be supplied to the Company by the Representative upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed

into law October 26, 2001)), the Purchasers are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients,

as well as other information that will allow the Purchasers to properly identify their respective clients.

(a) In the event that any Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution

Regime, the transfer from such Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this

Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Purchaser that is a Covered Entity or a BHC Act Affiliate of such Purchaser becomes subject to a

proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special

Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

used in this section:

BHC Act Affiliate has the meaning assigned to the term affiliate in, and

shall be interpreted in accordance with, 12 U.S.C. 1841(k).

Covered Entity means any of the following:

(i) a covered entity as that term is defined in, and interpreted in accordance with, 12 C.F.R. 252.82(b);

(ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. 47.3(b);

(iii) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R.

Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with,

12 C.F.R. 252.81, 47.2 or 382.1, as applicable.

U.S. Special Resolution Regime means each of

(i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

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If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof,

and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement among each of the Purchasers and the Company. It is understood that your acceptance of this

letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the

authority of the signers thereof.

Electronic Roadshow Presentation, dated February 10, 2020

Press release of the Company dated February 10, 2020, relating to the announcement of the offering of the Securities.

Press release of the Company dated February 12, 2020, relating to the pricing of the offering of the Securities.

FORM OF LOCK-UP AGREEMENT

Revance Therapeutics, Inc.

Goldman Sachs & Co. LLC

New York, NY 10282-2198

Re: Revance Therapeutics, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

understands that you, as representative of the several Initial Purchasers described below (the Representative ), propose to enter into a Purchase Agreement (the Purchase Agreement ) with Revance Therapeutics, Inc., a Delaware

corporation (the Company ), providing for the offering pursuant to Rule 144A under the Securities Act (the Rule 144A Offering ) by the several Initial Purchasers named in Schedule I to the Purchase Agreement (the Initial

Purchasers ), of Convertible Senior Notes due 2027 of the Company (the Securities ). Shares of the Company s common stock, $0.001 par value per share, are hereinafter referred to as the Common Stock . The Securities

will be convertible into cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company s election.

In recognition of the benefit that the Rule 144A Offering would confer upon the undersigned as a director, officer and/or stockholder of the