X0303 4 2010-12-16 0 0001253986 ARBOR REALTY TRUST INC ABR 0000942473 KAUFMAN IVAN C/O ARBOR REALTY TRUST, INC. 333 EARLE OVINGTON BLVD., STE. 900 UNIONDALE NY 11553 1 1 1 0 COB, CEO and President Common Stock, par value $.01 per share 2010-12-16 4 D 0 701197 5.20 D 4682126 I By Arbor Commercial Mortgage, LLC Common Stock, par value $.01 per share 114334 D Common Stock, par value $.01 per share 3598 I By son, Maurice Kaufman under Uniform Gift to Minors Act Common Stock, par value $.01 per share 1617 I By son, Adam Kaufman under Uniform Gift to Minors Act Common Stock, par value $.01 per share 5000 I By spouse, Lisa Kaufman Pursuant to the Second Amended and Restated Management and Advisory Agreement (the "Management Agreement"), dated as of August 6, 2009, by and among Arbor Realty Trust, Inc. ("ART"), Arbor Realty Limited Partnership, Arbor Realty SR, Inc. and Arbor Commercial Mortgage, LLC ("ACM"), ACM is required to repay 100% of a previously advanced incentive fee (the "Fee") paid by ART to ACM in August 2008, 25% of which is due on December 31, 2010, with the balance due on June 30, 2012. Pursuant to the Management Agreement, ACM has elected to return 50% of the Fee in shares of ART common stock (equal to approximately $3.65 million) as of December 16, 2010. Based on the closing price of ART's common stock on such date ($5.20), ACM surrendered 701,197 shares in order to satisfy its obligation to repay 50% of the Fee. /s/ Ivan Kaufman 2010-12-20