X0306 4 2016-10-05 1 0001392091 Blueknight Energy Partners, L.P. BKEP 0001684386 Blueknight Energy Holding, Inc. 2925 RICHMOND AVENUE, 11TH FLOOR HOUSTON TX 77098 0 0 1 1 Director by Deputization 0001684640 Vitol Refining Group B.V. 2925 RICHMOND AVENUE, 11TH FLOOR HOUSTON TX 77098 0 0 1 1 Director by Deputization 0001546531 Vitol Holding B.V. 2925 RICHMOND AVENUE, 11TH FLOOR HOUSTON TX 77098 0 0 1 1 Director by Deputization 0001684862 Vitol Holding II S.A. 2925 RICHMOND AVENUE, 11TH FLOOR HOUSTON TX 77098 0 0 1 1 Director by Deputization Series A Preferred Units 6.50 2016-10-05 4 D 0 6667695 7.15 D Common Units 6667695 2488789 D Pursuant to the Preferred Unit Repurchase Agreement (the "Repurchase Agreement") by and among CB-Blueknight, LLC ("Charlesbank Holding"), Blueknight Energy Holding, Inc. ("Vitol Holding") and Blueknight Energy Partners, L.P. (the "Issuer") dated as of July 19, 2016, Vitol Holding sold 6,667,695 Series A Preferred Units representing limited partner interests of the Issuer (the "Preferred Units") to the Issuer for $7.15 per Preferred Unit on October 5, 2016, plus an amount equal to (i) the full quarterly cash Issuer distribution allotted to such Preferred Units for the quarter immediately preceding the quarter in which the closing of the Repurchase Agreement occured, plus (ii) the pro rata share of the Issuer distribution paid in respect of such Preferred Units for the quarter in which the closing of the Repurchase Agreement occured. The Preferred Units have no expiration date and are convertible at any time, in whole or in part, on a one-for-one basis into Common Units representing limited partner interests of the Issuer at the holder's election as set forth in the Fourth Amended and Restated Agreement of Limited Partnership of the Issuer, dated September 14, 2011 and filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on September 14, 2011. These securities are owned directly by Vitol Holding. This form is jointly filed by Vitol Holding, Vitol Refining Group B.V. ("Refining"), Vitol Holding B.V. ("Holding"), and Vitol Holding II, S.A. ("Holding II"). Vitol Holding is wholly owned by Refining, which is wholly owned by Holding, which is wholly owned by Holding II. Accordingly, each of Vitol Holding, Refining, Holding and Holding II may be deemed to share voting and dispositive power over the reported securities, and as a result may also be deemed to be the beneficial owners of these securities. (Continued from footnote 3) Each of Refining, Holding and Holding II disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of Refining, Holding and Holding II states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Prior to October 5, 2016, Vitol Holding owned 50% of the equity interests in Blueknight GP Holding, LLC ("GP Holding"), which owns 100% of the outstanding equity interests in Blueknight Energy Partners G.P., L.L.C., the general partner of the Issuer (the "GP"). Pursuant to the Amended and Restated Limited Liability Company Agreement of GP Holding, dated as of November 12, 2010, Vitol Holding had the power to designate two directors to the GP's board of directors (the "Board"). Messrs. Miguel A. Loya and Francis Brenner, both of whom are affiliated with Vitol Holding, were appointed by Vitol Holding to the Board. Pursuant to the Membership Interest Purchase Agreement by and among Charlesbank Holding, Vitol Holding and the Purchaser thereto, dated as of July 19, 2016 (the "Purchase Agreement"), Vitol Holding sold its common units representing membership interests in GP Holding. Upon closing of the Purchase Agreement, Vitol Holding no longer has the power to designate directors to the Board and Messrs. Miguel A. Loya and Francis Brenner resigned as directors of the Board. Therefore, Vitol Holding shall no longer be deemed a director by deputization. By: /s/ Miguel A. Loya, Miguel A. Loya, President of Blueknight Energy Holding, Inc. 2016-10-06 By: /s/ Guy Richard Skern, Guy Richard Skern, Managing Director of Vitol Refining Group B.V. 2016-10-06 By: /s/ William Dennis Laneville, William Dennis Laneville, Managing Director of Vitol Holding B.V. 2016-10-06 By: /s/ Guy Richard Skern, Guy Richard Skern, Managing Director of Vitol Holding B.V. 2016-10-06 By: /s/ Jonathan Marsh, Jonathan Marsh, Director of Vitol Holding II, S.A. 2016-10-06