This EQUITY EXCHANGE AGREEMENT (this “Agreement”) will be entered into on ___day March 2008 (“Effective Date of the Exchange”) by and between Heritage-Crystal Clean, Inc., a Delaware corporation (“HCC Inc.”), Heritage-Crystal Clean, LLC, a limited liability company in Indiana (“HCC LLC”) and each of the members of HCC LLC. Each member of HCC LLC, with the exception of BRS-HCC Investment Co., Inc. (“BRS-HCC”), is sometimes referred to individually as a “Contributor” and jointly as a “Contributor”. Contributors are listed in Appendix A. Parties: EVERCORE PARTNERS INC. . .