AMENDMENT NO. 1 to SECOND AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT

Exhibit 10.5

AMENDMENT NO. 1 to SECOND AMENDED AND RESTATED
MANAGEMENT AND ADVISORY AGREEMENT

This AMENDMENT NO. 1, dated as of January 1, 2015, 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., a Maryland corporation (“Parent REIT”), ARBOR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (“Operating Partnership”), ARBOR REALTY SR, INC., a Maryland corporation (“Sub-REIT” and together with the Parent REIT and the Operating Partnership, the “Company”), and ARBOR COMMERCIAL MORTGAGE, LLC, a New York limited liability company (together with its permitted assigns, “Manager”) is made by and among the Company and the Manager.

W I T N E S S E T H :

WHEREAS, Xxxx Xxxxxxx has served as the Chief Executive Officer of the Company and the Manager since the date of the Management Agreement and continues to serve in both such positions;

WHEREAS, Xx. Xxxxxxx has been an employee of the Company since the beginning of the Company’s fiscal year ended December 31, 2014;

WHEREAS, the Company and Xx. Xxxxxxx have entered into the Annual Incentive Agreement as of the date hereof (the “Xxxxxxx Annual Incentive Agreement”);

WHEREAS, the Company and the Manager desire to amend the Management Agreement on the terms and conditions hereinafter set forth to reflect the employment status of Xx. Xxxxxxx and the terms of the Xxxxxxx Annual Incentive Agreement.

NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:

1.             For so long as Xx. Xxxxxxx is employed by the Company and serves as its Chief Executive Officer, the Manager shall have no obligation under Section 3 of the Management Agreement to devote the time of its Chief Executive Officer to the Company’s activities.

2.             For so long as the Xxxxxxx Annual Incentive Agreement is in effect, (a) all salary and bonus amounts payable by the Company to Xx. Xxxxxxx shall be determined solely pursuant to the terms of the Xxxxxxx Annual Incentive Agreement and not the terms of Section 8 of the Management Agreement, and (b) Xx. Xxxxxxx shall not be considered a Covered Manager Employee (as defined in the Original Agreement) or a Discretionary Bonus Recipient (as defined in the Original Agreement).

3.             Except as modified pursuant to this Amendment, the Management Agreement is ratified and confirmed in all respects.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	Manager:
	ARBOR COMMERCIAL MORTGAGE, LLC,
	a New York limited liability company
	By:	/s/ Xxxx Xxxxxxx
	Name:			Xxxx Xxxxxxx
	Title:			Chief Executive Officer
	Parent REIT:
	ARBOR REALTY TRUST, INC.,
	a Maryland corporation
	By:	/s/ Xxxx Xxxxxx
	Name:				Xxxx Xxxxxx
	Title:				Chief Financial Officer
	and Executive Vice President
	Operating Partnership:
	ARBOR REALTY LIMITED PARTNERSHIP,
	a Delaware limited partnership
			By: Arbor Realty GPOP, Inc.,
			a Delaware corporation,
			its general partner
			By:			/s/ Xxxx Xxxxxx
			Name:				Xxxx Xxxxxx
			Title:				Chief Financial Officer
							and Executive Vice President
	Sub-REIT:
	ARBOR REALTY SR, INC.,
	a Maryland corporation
	By:	/s/ Xxxx Xxxxxx
	Name:				Xxxx Xxxxxx
	Title:				Chief Financial Officer
	and Executive Vice President