Why it matters at exit
The Heads of Terms set the reference price and structure for the whole deal, and after due diligence a buyer is far more likely to argue that figure down than up, so the terms you accept here tend to be the best you will see. Signing usually starts an exclusivity period of roughly eight to twelve weeks, during which you cannot talk to other buyers, so you give up your competitive tension and bargaining power the moment you sign. Detail that owners skip at this stage, such as how an earn-out is measured, how working capital is treated, and how much of the price is deferred, is much harder to change once the lawyers are drafting around it. Treating the document as a formality rather than a negotiation is one of the more common and expensive mistakes owners make.