Conditional Agreement to Sell Shares. (a) Except as otherwise provided in Section 3.01(b), each Schedule A Shareholder hereby severally agrees to sell to the Company, and the Company hereby agrees to purchase from such Schedule A Shareholder, on the Closing Date up to that number of Shares set forth opposite such Shareholder's name on Schedule A (with respect to each Schedule A Shareholder, the "Committed Shares"). The Company shall purchase Committed Shares from the Schedule A Shareholders and the Schedule A Shareholders shall sell Committed Shares to the Company only if the number of Non- ESOP Shares purchased by the Company pursuant to the Tender Offer (the "Tendered Shares") shall be less than the Repurchase Target. In such circumstances, the Schedule A Shareholders shall sell to the Company an aggregate number of shares of Common Stock equal to the difference between the Repurchase Target and the Tendered Shares, subject to reduction to avoid the sale of fractional shares as described in the following sentence (the "Sold Shares"). Each Schedule A Shareholder shall participate in such sale on a pro rata basis, based on such Shareholder's number of Committed Shares (for each Schedule A Shareholder, rounded down to the nearest whole share).