Common Stock Purchase Agreement Template for Australia

1. Tag-Along Rights: Optional section when minority shareholders need protection to sell their shares alongside majority shareholders

2. Drag-Along Rights: Optional section when majority shareholders need the right to force minority shareholders to join in the sale

3. Foreign Investment Provisions: Required when purchaser is a foreign entity requiring FIRB approval

4. Escrow Arrangements: Used when part of the purchase price is held in escrow

5. Employee Matters: Required when the sale affects employee share schemes or key personnel arrangements

6. Tax Indemnity: Detailed tax provisions when specific tax risks need to be allocated

7. Break Fee: Used in larger transactions where compensation is required if the deal fails

8. Anti-dilution Provisions: Protection against future share issuances that might dilute the purchased shares

1. Schedule 1 - Share Details: Details of the shares being sold including class, rights, and current ownership

2. Schedule 2 - Company Details: Key information about the company including corporate structure and capital

3. Schedule 3 - Warranties: Detailed list of warranties given by the seller

4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion

5. Schedule 5 - Encumbrances: List of any existing encumbrances on the shares

6. Schedule 6 - Corporate Documents: List of key corporate documents including constitution and shareholders agreements

7. Appendix A - Share Transfer Form: Standard form for executing the share transfer

8. Appendix B - Board Resolution: Pro-forma board resolution approving the share transfer