Completion of the Merger will be subject to approval by the stockholders of UCP in accordance with the requirements of Nevada merger law (the "Statutory Merger Shareholder Approval"). In addition, completion of the Merger will be subject to approval by a majority of shares held by shareholders of UCP who are present and eligible to vote at the meeting of shareholders to be held to approve the Merger, other than MSMA and its affiliates (the "Minority Shareholder Approval").