X0202 3 2004-08-04 0 0001253986 ARBOR REALTY TRUST INC ABR 0001285910 ARBOR COMMERCIAL MORTGAGE LLC 333 EARLE OVINGTON BOULEVARD SUITE 900 UNIONDALE NY 11553 0 0 1 0 Common Stock, par value $.01 per share 67 D Special Voting Preferred Stock 3146724 D Redeemable Paired Partnership Units 0.00 Common Stock, par value $.01 per share 3146724 D Warrants for Redeemable Paired Partnership Units 15.00 2005-07-01 Common Stock, par value $.01 per share 629345 D These shares of Special Voting Preferred Stock (the "SVP Stock") are paired with an equal number of units of limited partnership interest in Arbor Realty Limited Partnership, the operating partnership of Arbor Realty Trust, Inc. Pursuant to the Amended and Restated Partnership Agreement of Arbor Realty Limited Partnership, dated as of July 1, 2003, the units of limited partnership interest held by Arbor Commercial Mortgage, LLC are redeemable at the election of the holder, for cash or, at the election of Arbor Realty Trust, Inc., shares of common stock of Arbor Realty Trust, Inc. (the "ART Common Stock") (the "Redeemable Paired Partnership Units"). If Arbor Commercial Mortgage, LLC redeems a Redeemable Paired Partnership Unit and Arbor Realty Trust, Inc. elects to issue Arbor Commercial Mortgage, LLC shares of ART Common Stock upon such redemption, the corresponding shares of SVP Stock will be redeemed and cancelled. Pursuant to the Amended and Restated Partnership Agreement of Arbor Realty Limited Partnership, dated as of July 1, 2003, Arbor Commercial Mortgage, LLC may not elect to redeem its Redeemable Paired Partnership Units until the date that is 180 days after the registration under the Securities Act of 1933 of ART Common Stock underlying Units issued by Arbor Realty Trust, Inc. on July 1, 2003. The Redeemable Paired Partnership Units do not have an expiration date. The warrants for additional Redeemable Paired Partnership Units are immediately exerciseable. In addition to holding the 3,146,724 Redeemable Paired Partnership Units, Arbor Commercial Mortgage, LLC also holds 629,345 warrants for additional Redeemable Paired Partnership Units, each of which is exercisable for an additional Redeemable Paired Partnership Unit (which will be paired with one share of SVP Stock in the manner described above in footnote (1) above). /s/ Frederick C. Herbst, Chief Financial Officer of Arbor Commercial Mortgage, LLC 2004-08-16