Amendment No. 4, dated August 4, 2021, to the Equity Distribution Agreement, dated February 13, 2014, by and among Arbor Realty Trust, Inc., Arbor Realty Limited Partnership and JMP Securities LLC, as sales agent, as amended

Exhibit 1.1

ARBOR REALTY TRUST, INC.

AMENDMENT NO. 4 TO

EQUITY DISTRIBUTION AGREEMENT

August 4, 2021

JMP Securities LLC

600 Montgomery Street, Suite 1100

San Francisco, California 94111

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement, dated February 13, 2014 (the “Original EDA”), between JMP Securities LLC (“JMP”), Arbor Realty Trust, Inc., a Maryland corporation (the “Company”) and Arbor Realty Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), as amended by Amendment No. 1 to the Equity Distribution Agreement (“Amendment No. 1”), dated August 10, 2016, between JMP, the Company and the Operating Partnership, Amendment No. 2 to the Equity Distribution Agreement (“Amendment No. 2”), dated August 2, 2019, between JMP, the Company and the Operating Partnership, Amendment No. 3 to the Equity Distribution Agreement, dated August 7, 2020 (“Amendment No. 3") between JMP, the Company and the Operating Partnership (together with the Original EDA, Amendment No. 1, Amendment No. 2, and Amendment No. 3, the “Agreement”), pursuant to which the Company agreed to sell through JMP as placement agent, up to 10,000,000 shares of common stock, par value $0.01 per share, of the Company.  All capitalized terms used in this Amendment No. 4 (this “Amendment”) to the Agreement, between JMP, the Company and the Operating Partnership and not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.  JMP, the Company and the Operating Partnership agree as follows:

A.     Amendments to Agreement.  The Agreement is amended as follows:

1.            The first sentence of the first paragraph of Section 1 of the Agreement is hereby deleted and replaced with the following:

“The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Placement Agent, acting as agent and/or principal, up to 20,000,000 shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).  Such amount of Securities available for offer and sale are in addition to any offers and sales of Securities made prior to the date hereof under the Prospectus Supplement filed by the Company and effective on August 4, 2021.”

2.            The first sentence of the second paragraph of Section 1 of the Agreement is hereby deleted and replaced with the following:

“The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-242377), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”).”

3.           The first sentence of Section 5(a)(14) of the Agreement is hereby deleted and replaced with the following:

“The authorized, issued and outstanding stock of the Company is as set forth in the Company’s quarterly report on Form 10-Q for the three months ended June 30, 2021.”

4.           Section 5(a)(40) of the Agreement is hereby amended by deleting the words “December 31, 2014” in the penultimate sentence and replacing them with the words “December 31, 2021.”

5.           Schedule I to the Agreement is hereby deleted and replaced with the following:

6.            Schedule II to the Agreement is hereby deleted and replaced with the following:

Joint Ventures

7.            The first sentence of the Form of Placement Notice attached as Exhibit A is amended to add the words “and August 4, 2021” immediately after “, as amended on August 10, 2016, August 2, 2019 and August 7, 2020."

8.             The third sentence of the form of Officer Certificate attached as Exhibit G is amended to add the words “and August 4, 2021” immediately after “, as amended on August 10, 2016, August 2, 2019 and August 7, 2020.”

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If the foregoing correctly sets forth the understanding between us, please so indicate in the space provided below for that purpose.