X0306 4 2016-10-05 1 0001392091 Blueknight Energy Partners, L.P. BKEP 0001684467 CB-Blueknight, LLC 200 CLARENDON STREET, FLOOR 54 BOSTON MA 02116 0 0 1 1 Director by Deputization 0001466186 Charlesbank Equity Fund VII, Limited Partnership 200 CLARENDON STREET, FLOOR 54 BOSTON MA 02116 0 0 1 1 Director by Deputization 0001531398 Charlesbank Equity Fund VII GP, Limited Partnership 200 CLARENDON STREET, FLOOR 54 BOSTON MA 02116 0 0 1 1 Director by Deputization 0001065319 CHARLESBANK CAPITAL PARTNERS LLC 200 CLARENDON STREET, FLOOR 54 BOSTON MA 02116 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, Charlesbank 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 occurred, 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 occurred. 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 Charlesbank Holding. This form is jointly filed by Charlesbank Holding, Charlesbank Equity Fund VII, Limited Partnership ("Fund VII"), Charlesbank Equity Fund VII GP, Limited Partnership ("Equity VII GP") and Charlesbank Capital Partners, LLC ("Charlesbank"). Fund VII is the manager of Charlesbank Holding and may be deemed to indirectly beneficially own the securities of the Issuer held by Charlesbank Holding but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Equity VII GP is the general partner of Fund VII and may be deemed to indirectly beneficially own the securities of the Issuer held by Fund VII but disclaims beneficial ownership except to the extent of its pecuniary interest therein. (Continued from footnote 3) Charlesbank is the general partner of Equity VII GP and therefore may be deemed to indirectly beneficially own the securities of the Issuer held by Equity VII GP, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Charlesbank serves as the investment advisor to Fund VII and the investment adviser or general partner to certain other affiliated funds that have a pecuniary interest in the securities of the Issuer owned by Charlesbank Holding but do not control Charlesbank Holding. Prior to October 5, 2016, Charlesbank 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, Charlesbank Holding had the power to designate two directors to the GP's board of directors (the "Board"). Messrs. Michael R. Eisenson and Jon M. Biotti, both of whom are affiliated with Charlesbank Holding, were appointed by Charlesbank Holding to the Board on November 12, 2010 as more fully described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2010. 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"), Charlesbank Holding sold its common units representing membership interests in GP Holding. Upon closing of the Purchase Agreement, Charlesbank Holding no longer has the power to designate directors to the Board and Messrs. Michael R. Eisenson and Jon M. Biotti resigned as directors of the Board. Therefore, Charlesbank Holding shall no longer be deemed a director by deputization. By: /s/ Jon M. Biotti, Jon M. Biotti, Managing Director of CB-Blueknight, LLC 2016-10-06 By: /s/ Jon M. Biotti, Jon M. Biotti, Managing Director of Charlesbank Capital Partners, LLC, general partner of Charlesbank Equity Fund VII GP, Limited Partnership, general partner of Charlesbank Equity Fund VII 2016-10-06 By: /s/ Jon M. Biotti, Jon M. Biotti, Managing Director of Charlesbank Capital Partners, LLC, general partner of Charlesbank Equity Fund VII GP, Limited Partnership 2016-10-06 By: /s/ Jon M. Biotti, Jon M. Biotti, Managing Director of Charlesbank Capital Partners, LLC 2016-10-06