OBJECTIVE - Promotes compliance with federal and state securities laws with respect to (i) trading in securities while in possession of material nonpublic information and (ii) disclosing material nonpublic information.

This Insider Trading Policy (the “Policy”), as well as federal and state securities laws, prohibit all directors, officers, employees, contractors and consultants of BrightView Holdings, Inc. (the “Company”) from (1) trading in securities of the Company, or securities of any other company with which we do business, while in possession of material nonpublic information about the Company or such other company, and (2) disclosing such material nonpublic information to others who might trade in such securities.

The Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange are very effective at detecting such “insider trading,” and penalties for insider trading can include lengthy jail terms and large monetary fines. To avoid inadvertent insider trading by persons who from time to time may be aware of material nonpublic information about the Company, directors, executive officers and others who may be designated by the Company’s Chief Legal Officer (collectively, the “Covered Persons”) are subject to additional trading pre-clearance procedures and blackout periods as set forth in the Addendum attached as Appendix A to this Policy.

Additionally, to avoid the selective disclosure of material nonpublic information, to promote consistent, accurate, broad and timely public communications about the Company and to ensure compliance by the Company with SEC rules, all directors, officers, employees, contractors and consultants are prohibited from disclosing material nonpublic information about the Company and speaking on behalf of the Company with members of the investment community (including stockholders who might trade on the information) except as permitted by this Policy.

Federal and state securities laws prohibit the purchase or sale of a company's securities by persons who are aware of material information about that company that is not generally known or available to the public. These laws also prohibit persons who are aware of such material nonpublic information from disclosing this information to others who may trade. Companies and their controlling persons may also be subject to liability if they fail to take reasonable steps to prevent insider trading by company personnel.

The Company has adopted this Policy both to help Company personnel avoid the severe consequences associated with violations of the insider trading laws and to satisfy the Company’s obligation to prevent insider trading. This Policy also is intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with the Company.

Company’s Chief Legal Officer at least two days prior to depositing Company securities in a margin account or pledging Company securities as collateral for a loan.

In order to determine whether you possess “material nonpublic information,” you must consider both the materiality and public availability of the information in your possession.

Note: The above list is intended to be illustrative and is not exhaustive or comprehensive. Whether any particular information could be considered material by a “reasonable” investor depends on the specific circumstances existing at a particular point of time.

Both positive and negative information can be material. Material information is not limited to historical facts but

may also include projections and forecasts. Because trading that receives scrutiny will be evaluated after the fact with the benefit of hindsight, questions concerning the materiality of particular information should be resolved in favor of treating the information as material and trading should be avoided.

broker-dealers and persons associated with them, including investment analysts; (2) investment advisers, certain institutional investment managers and their associated persons; (3) investment companies, hedge funds, and affiliated persons; and (d) any stockholder under circumstances in which it is reasonably foreseeable that the stockholder will purchase or sell the company’s securities on the basis of the information (collectively referred to in this Policy as the “Investment Community”).

To ensure the Company’s compliance with Regulation FD and to promote consistent, accurate and timely communications to all investors, it is the Company’s policy that material nonpublic information about the Company may only be disclosed to members of the Investment Community by the Chief Executive Officer or the Chief Financial Officer or with their prior approval.

To the extent practicable, all communications of material nonpublic information to third parties, even communications that are not to members of the Investment Community and are not covered by Regulation FD, should be made under the protection of a written confidentiality agreement.

Directors, officers, employees, contractors and consultants who believe they may have disclosed (whether intentionally or unintentionally) material nonpublic information about the Company in violation of this Policy are required to contact the Chief Legal Officer immediately so that the Company can determine if any corrective measures need to be taken.

This Insider Trading and Selective Disclosure Policy continues to apply to you even after you have terminated employment or other services to the Company or a subsidiary. If you are aware of material nonpublic information when your employment or service relationship terminates, you may not trade in Company securities or disclose the material nonpublic information until that information has become public or is no longer material.

Managers are responsible for ensuring that all personnel who report to them understand this Insider Trading and Selective Disclosure Policy. This includes any employee who might only remotely come into possession of

material nonpublic information.

Your compliance with this Policy is of the utmost importance both for you and the Company. If you have any questions about this Policy or its application to any proposed transaction, you may obtain additional guidance from the Company's Chief Legal Officer. Do not try to resolve uncertainties on your own, as the rules relating to insider trading and selective disclosure of material nonpublic information are often complex, not always intuitive and can carry severe consequences.

This Insider Trading and Selective Disclosure Policy supersedes all previous policies of the Company concerning insider trading and selective disclosure of material nonpublic information.

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Appendix A

Addendum to Insider Trading and Selective Disclosure Policy

The Company has adopted this Addendum to the BrightView Landscapes Insider Trading and Selective Disclosure Policy to:

The restrictions set forth in this Addendum are in addition to, and do not limit, the restrictions set forth in the Insider Trading and Selective Disclosure Policy.

The provisions of this Addendum apply only to directors of the Company , officers of the Company that are subject to the securities reporting requirements of Section 16 of the Securities Exchange Act of 1934, and other individuals that may from time to time have access to material nonpublic information about the Company and, as a result, may be designated by the Company’s Chief Legal Officer as being subject to this Addendum (collectively, “Covered Persons”). The Company will notify these other individuals when they are subject to this Addendum.

Gifts, contributions to trusts and other similar transfers of securities are subject to the pre-clearance procedures set forth in this Addendum but not to the restrictions of the Insider Trading and Selective Disclosure Policy itself.

The transactions that are excepted from the insider trading policy pursuant to Section 6.1 of the Policy are also excepted from the requirements and restrictions of this Addendum.

Because Covered Persons are likely to obtain material nonpublic information on a regular basis, the Company requires all such persons to refrain from trading, even outside a blackout period under Section 6, without first pre-clearing all transactions in the Company’s securities.

A Covered Person and his or her family members and others who are subject to his or her control or

influence may not engage in any transaction involving the Company’s securities (including a stock option exercise, loan, pledge, hedge, gift, contribution to a trust or other transfer) at any time without first obtaining pre-clearance of the transaction from the Company’s Chief Legal Officer.

A request for pre-clearance should be submitted in advance of the proposed transaction. If the Chief Legal Officer approves a proposed transaction, the transaction must be effected within two business days following the date proposed or the pre-clearance will expire. However, if the Covered Person becomes aware of material nonpublic information before the approved transaction is executed, he or she should not effect the transaction.

The Chief Legal Officer is under no obligation to approve a transaction submitted for pre-clearance and may determine not to permit the transaction. Covered Persons are cautioned that ultimate responsibility for determining whether they possess material nonpublic information rests with them. Approval of a transaction under the pre-clearance procedure will not necessarily insulate the Covered Person from liability under the federal securities laws.

Transactions in Company securities made pursuant to an approved SEC Rule 10b5-1 plan as described below, commonly referred to as “10b5-1 plans,” are not subject to: (a) the prohibition on trading on the basis of material nonpublic information contained in the Insider Trading Policy, (b) the pre-clearance procedures set forth above or (c) the blackout period restrictions set forth above. Rule 10b5-1 provides an affirmative defense from insider trading liability under the federal securities laws for 10b5-1 plans. The general features of a 10b5-1 plan include the following:

The following requirements apply to all 10b5-1 plans:

Amendments will be viewed in hindsight and could call into question whether a 10b5-1 plan was entered into in good faith. You may only amend your 10b5-1 plan at a time when you do not possess any material nonpublic information and a blackout period does not exist. As noted in the Insider Trading and Selective Disclosure Policy, a Covered Person may not enter into or modify a 10b5-1 plan without first obtaining the approval of the Company’s Chief Legal Officer. The Chief Legal Officer is under no obligation to pre-clear any 10b5-1 plan and may determine not to clear it or to pre-clear it only if certain conditions are satisfied. Any 10b5-1 plan must be submitted to the Company’s Chief Legal Officer for approval five days prior to the entry or modification of such plan.

If you are aware of material nonpublic information when you terminate service as a Covered Person, you may not trade in Company securities until that information has become public or is no longer material. In all other respects, the procedures set forth in this Addendum will cease to apply to your transactions in Company securities upon the expiration of any blackout period that is applicable to your transactions at the time of your termination of service.

Any person who has a question about this Addendum or its application to any proposed transaction may obtain additional guidance from the Company’s Chief Legal Officer.

This Addendum to Insider Trading and Selective Disclosure Policy supersedes all previous Addenda of the Company concerning insider trading and selective disclosure of material nonpublic information.