X0202 4 2004-10-12 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 Special Voting Preferred Stock 2004-10-12 4 J 0 629345 0.00 A 3776069 D Common Stock, par value $.01 per share 67 D Redeemable Paired Partnership Units 0.00 2004-10-12 4 X 0 629345 A 2004-10-04 Common Stock, par value $.01 per share 629345 3776069 D Warrants for Redeemable Paired Partnership Units 15.00 2004-10-12 4 X 0 629345 D 2005-07-01 Common Stock, par value $.01 per share 629345 0 D These shares of Special Voting Preferred Stock (the "SVP Stock") held by Arbor Commerical Mortgage, LLC ("ACM") are paired with an equal number of units of limited partnership interest of Arbor Realty Limited Partnership ("ARLP"), the operating partnership of Arbor Realty Trust, Inc. ("ART") held by ACM. Pursuant to the Pairing Agreement, dated as of July 1, 2003, among ART, ACM, ARLP, Arbor Realty LPOP, Inc. and Arbor Realty GPOP, Inc., ART will issue to ACM one share of SVP Stock for each unit of limited partnership interest that ARLP issues to ACM. On October 12, 2004, ARLP issued 629,345 units of limited partnership interest to ACM and ART issued 629,345 shares of SVP Stock to ACM. ACM paid no separate consideration to ART or ARLP to receive the 629,345 shares of SVP Stock. (cont'd in footnote 2) Pursuant to the Amended and Restated Partnership Agreement of ARLP, dated as of July 1, 2003 (the "ARLP Partnership Agreement"), the units of limited partnership interest held by ACM are redeemable at the election of ACM, for cash or, at the election of ART, shares of common stock of ART (the "ART Common Stock") (the "Redeemable Paired Partnership Units"). If ACM elects to redeem a Redeemable Paired Partnership Unit and ART elects to issue shares of ART Common Stock to ACM upon such redemption, the paired share of SVP Stock is redeemed and cancelled. Pursuant to the ARLP Partnership Agreement, ACM 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 ART on July 1, 2003. The Redeemable Paired Partnership Units do not have an expiration date. Not applicable. The warrants for additional Redeemable Paired Partnership Units are immediately exerciseable. /s/ Frederick C. Herbst, Chief Financial Officer of Arbor Commerical Mortgage, LLC 2004-10-14