REVANCE THERAPEUTICS, INC. $125,000,000

REVANCE THERAPEUTICS, INC.

Cowen and Company, LLC

599 Lexington Avenue

Ladies and Gentlemen:

Revance Therapeutics, Inc., a Delaware corporation (the Company ), confirms its agreement (this

Agreement ) with Cowen and Company, LLC ( Cowen ), as follows:

Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through Cowen, acting as agent and/or principal, shares (the

Shares ) of the Company s common stock, par value $0.001 per share (the Common Stock ), having an aggregate offering price of up to $125,000,000. Notwithstanding anything to the contrary

contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the

Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and after such

Registration Statement has become automatically effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock.

The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder

(collectively, the Securities Act ), with the Securities and Exchange Commission (the Commission ) a registration statement on Form S-3, including a base

prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the

Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the Exchange Act ). The Company has prepared a prospectus specifically relating to the Shares (the

ATM Prospectus ) and included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Shares (the Prospectus

Supplement ) to the ATM Prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowen, copies of the ATM Prospectus included as part of such registration statement, as supplemented by

the Prospectus Supplement, if any, relating to the Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as

thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the

Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6)

under the Securities Act by the Company to cover any Shares, is herein called the Registration Statement. The base prospectus, including all documents incorporated therein by reference, included in the Registration

Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such base prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission

pursuant to Rule 424(b) under the Securities Act, together with any issuer free writing prospectus, as defined in Rule 433 of the Securities Act regulations ( Rule 433 ), relating to

the Shares that (i) is consented to by Cowen, hereinafter referred to as a Permitted Free Writing Prospectus, (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant

to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company s records pursuant to Rule 433(g), is herein called the

Prospectus. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any

reference herein to the terms amend, amendment or supplement with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any

document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy

filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System ( EDGAR ).

2. Placements. (a) Each time that the Company wishes to issue and sell the Shares hereunder through Cowen, acting as agent

(each, an Agency Transaction ), it will notify Cowen by email notice (or other method mutually agreed to in writing by the parties) (a Placement Notice ) containing the parameters in accordance with

which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day

(as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any

of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Cowen set forth on

Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the notice requirements set forth in

Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4,

the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the

provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to Cowen in connection with the sale of the Shares shall be calculated in accordance with

the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the

Company nor Cowen will have any obligation whatsoever with respect to an Agency Transaction or any Shares unless and until the Company delivers a Placement Notice to Cowen and Cowen does not

decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the

Placement Notice will control.

3. Sale of Shares by Cowen.

(a) Subject to the terms and conditions herein set forth, upon the Company s delivery of a Placement Notice with respect to an Agency

Transaction, and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Cowen, for the period specified in the Placement Notice, will use its commercially

reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market, Inc. ( Nasdaq ) to sell such Shares up to the

amount specified, and otherwise in accordance with the terms of such Placement Notice. Cowen will provide written confirmation to the Company (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if

receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which

it has made sales of Shares hereunder setting forth the number of Shares sold on such day, the volume-weighted average price of the Shares sold, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions

made by Cowen (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. In the event the Company engages Cowen for a sale of Shares in an Agency Transaction that would constitute a block within the

meaning of Rule 10b-18(a)(5) under the Exchange Act (a Block Sale ), the Company will provide Cowen, at Cowen s request and upon reasonable advance notice to the Company, on or

prior to the Settlement Date (as defined below), the opinions of counsel, accountant s letter and officers certificates set forth in Section 8 hereof, each dated the Settlement Date, and such

other documents and information as Cowen shall reasonably request. Cowen may sell Shares by any method permitted by law deemed to be an at the market offering as defined in Rule 415 of the Securities Act. Notwithstanding the provisions

of Section 6(uu), Cowen shall not purchase Shares for its own account as principal unless expressly authorized to do so by the Company in a Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that Cowen

will be successful in selling Shares, and (ii) Cowen will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by Cowen to use its commercially reasonable

efforts consistent with its normal trading and sales practices to sell such Shares as required under this Section 3. For the purposes hereof, Trading Day means any day on which the Company s

Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.

(b) Notwithstanding any

other provision of this Agreement, during any period in which the Company is, or would reasonably be deemed to be, in possession of material non-public information, the Company and Cowen agree that (i) no

sale of Shares will take place, (ii) the Company shall not request the sale of any Shares, and (iii) Cowen shall not be obligated to sell or offer to sell any Shares.

4. Suspension of Sales.

(a) The Company or Cowen may, upon notice to the other party in writing (including by email correspondence to each of the individuals of

the other party set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable

facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule 2), suspend any sale of Shares; provided, however, that such suspension shall not affect or impair either

party s obligations with respect to any Shares sold hereunder prior to the receipt of such notice. While a suspension is in effect any obligation under Sections 7(m), 7(n), and 7(o) with respect to the delivery of certificates, opinions, or

comfort letters to Cowen, shall be waived. Each of the parties agrees that no such notice under this Section 4 shall be effective against the other unless it is made to one of the individuals named on Schedule

2 hereto, as such schedule may be amended from time to time.

(b) If either Cowen or the Company has reason to believe that

the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Common Stock, it shall promptly notify the other party, and Cowen may, at its sole discretion, suspend sales of the

Shares under this Agreement.

(c) Notwithstanding any other provision of this Agreement, during any period in which the Registration

Statement is no longer effective under the Securities Act, the Company shall promptly notify Cowen, the Company shall not request the sale of any Shares, and Cowen shall not be obligated to sell or offer to sell any Shares.

(a) Settlement of Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Shares in an

Agency Transaction will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on

which such sales are made (each, a Settlement Date and the first such Settlement Date, the First Delivery Date ). The amount of proceeds to be delivered to the Company on a Settlement Date against

receipt of the Shares sold (the Net Proceeds ) will be equal to the aggregate sales price received by Cowen at which such Shares were sold, after deduction for (i) Cowen s commission, discount or other compensation

for such sales payable by the Company pursuant to Section 2 hereof, (ii) any other amounts due and payable by the Company to Cowen hereunder pursuant to Section 7(g) (Expenses) hereof, and

(iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.

of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold by crediting Cowen s or its designee s account (provided Cowen shall have given the

Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto

which in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to,

the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable),

defaults in its obligation to deliver duly authorized Shares on a Settlement Date (other than as a result of a failure by Cowen to provide instructions for delivery), the Company agrees that in

addition to and in no way limiting the rights and obligations set forth in Section 9(a) (Indemnification and Contribution) hereto, it will (i) hold Cowen harmless against any loss, claim, damage, or reasonable,

documented expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay to Cowen (without duplication) any commission, discount, or other compensation to

which it would otherwise have been entitled absent such default.

6. Representations and Warranties of the Company. Except as

disclosed in the Registration Statement or Prospectus , the Company represents and warrants to, and agrees with, Cowen that as of (i) the date of this Agreement, (ii) each Time of Sale (defined below), (iii) each Settlement Date, and

(iv) each Bring-Down Date (as defined below) (each such date included in (i) through (iv) above, a Representation Date ), unless such representation or warranty specifies a different time:

(a) Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the

Securities Act. The Company has complied to the Commission s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement or any

Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, contemplated or threatened by the Commission. The Company meets the requirements for

use of Form S-3 under the Securities Act. The sale of the Shares hereunder meets the requirements of General Instruction I.B.1 of Form S-3.

(b) Exchange Act Compliance. The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time

they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, at the Settlement Dates, will

not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the fact required to be stated therein or necessary to make the statements therein, in the light of the

circumstances under which they were made, not misleading.

(c) Listing. The Company is subject to and in compliance in all

material respects with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. The Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act and is listed on the Nasdaq, and

the Company has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Exchange, nor has the Company received any