Reference
Every agreement on the exchange in plain English — options, packaging, purchase, license, ownership, and the mechanics in between. 76 terms, searchable, with an AI assistant that answers in context.
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76 terms
A confidentiality contract that unlocks a listing's private dossier.
You promise not to share, copy, or use the confidential information you see inside a listing for anything other than evaluating the deal.
Why it matters on Timber: On Timber, signing the NDA is the first disclosure gate. It's what turns a public teaser into a full dossier with financials, contracts, and operating detail.
Buys you the exclusive right — not the obligation — to acquire on set terms.
You pay a fee for a window of time in which only you can work the deal. If you walk away, you lose the fee and nothing more.
Why it matters on Timber: This is the core Timber instrument. It lets a packager control a business long enough to add value before spending acquisition money.
Defines what a packager may attach, own, and be paid for.
The rulebook for the value you add during an option — who owns the work product, what you can promise on the seller's behalf, and how you get compensated if the deal closes without you.
Why it matters on Timber: Packaging creates real value and real risk. Without this agreement, no one knows whether an attached operator, audit, or LOI belongs to the deal or to the packager.
The contract that actually transfers ownership.
The final document where the buyer pays and the seller hands over equity or assets, with representations, warranties, and closing conditions.
Why it matters on Timber: Exercising an option triggers a Purchase Agreement. It converts a controlled deal into a closed transaction.
Rents the rights instead of selling the business.
The owner keeps the company but grants someone the right to use a brand, product, process, or territory — usually for a fee or royalty.
Why it matters on Timber: Not every deal should be a sale. Licensing lets a founder monetize without giving up the asset, and lets a buyer launch without buying.
A non-binding outline of the deal you intend to do.
A short document saying 'here's roughly the price and structure' before lawyers write the long version.
Why it matters on Timber: An attached LOI is one of the strongest signals a packaged deal can carry.
Bullet-point economics and control terms of a proposed deal.
The one-pager that lists price, stake, governance, and timing before full drafting.
Why it matters on Timber: Timber packagers use term sheets to pre-negotiate structure while an option is live.
Whether you can hand your rights to someone else.
If an option is assignable, you can sell your position to another buyer instead of closing yourself.
Why it matters on Timber: Assignability is what makes a Timber option transferable — and what powers the secondary marketplace.
The seller's promises that the facts are true.
Statements like 'the financials are accurate' and 'we own what we say we own,' with consequences if they're wrong.
Why it matters on Timber: Reps and warranties are the buyer's legal recourse after closing.
Who pays if something turns out to be wrong.
A promise to cover the other side's losses from breaches, hidden liabilities, or bad claims.
Why it matters on Timber: It caps and allocates post-closing risk between founder and buyer.
The right to match anyone else's offer.
Before the owner sells to a third party, you get the chance to buy on the same terms.
Why it matters on Timber: Common in partially-sold companies where existing holders want to control who joins.
You can't cut the platform or packager out of the deal.
Once introduced through Timber, you agree not to go around it to close the same transaction privately.
Why it matters on Timber: Protects packagers and the exchange from having relationships harvested for free.
What you pay to hold exclusivity.
A non-refundable payment for the right to control the deal for a defined period.
Why it matters on Timber: It's real money to the founder before any sale — and Timber's fee is 20% of it.
The period only you can work the deal.
Typically 30–180 days during which the seller can't option or sell to anyone else.
Why it matters on Timber: This is the runway in which packaging happens.
The pre-agreed price to acquire if you exercise.
Locked at option signing so value you add during packaging doesn't raise your own cost.
Why it matters on Timber: Without a locked strike, packaging would inflate the price you pay for your own work.
Choosing to actually buy.
You notify the seller you're closing at the strike price and move to a Purchase Agreement.
Why it matters on Timber: Exercise is the moment an option becomes a transaction.
The window closes and rights end.
If you don't exercise or extend, the listing returns to the marketplace and your fee is spent.
Why it matters on Timber: Expiry keeps listings from being frozen indefinitely by inactive holders.
Paying to keep exclusivity alive.
An additional fee that pushes the expiry date out.
Why it matters on Timber: Useful when packaging takes longer than planned — common with audits and financing.
Permission to show the deal to third parties.
Whether you may present the packaged deal to buyers, lenders, or operators during the option.
Why it matters on Timber: Packaging is impossible without defined shop rights.
Assembling the pieces that make a business buyable.
Adding operators, capital, audits, contracts, brand work, and legal structure to a listing so a buyer sees a launch-ready deal instead of raw potential.
Why it matters on Timber: Packaging is the value-creation layer Timber exists to make possible and provable.
The person or firm who options and assembles the deal.
Like a Hollywood producer: they don't own the story yet, but they attach the talent and financing.
Why it matters on Timber: Packagers earn through acquisition, resale, or a packaging fee at close.
Anything formally added to a deal file.
An operator, CFO, audit, LOI, supply contract, lease, capital commitment, or brand system attached to the dossier with a timestamp.
Why it matters on Timber: Attachments are the receipts. They convert claims into verifiable deal value.
A named operator or executive committed to the deal.
A CEO, GM, or specialist who signs on to run the business if it closes.
Why it matters on Timber: A named operator often moves valuation more than any spreadsheet.
What the packager creates during the option.
Models, brand assets, diligence memos, introductions, and structures produced while packaging.
Why it matters on Timber: The Packaging Agreement decides whether it transfers at close or stays with the packager.
Compensation for assembling the deal.
A fee or equity slice paid to the packager when the deal closes — even if someone else buys.
Why it matters on Timber: It's how packagers get paid for value they created but didn't ultimately acquire.
The living file behind every listing.
Financials, incorporation proof, ownership evidence, attachments, and agreement history in one place.
Why it matters on Timber: The dossier is the deal's permanent record and travels with it on resale.
The documented history of who owned and touched the deal.
A timestamped trail of options, attachments, transfers, and closings.
Why it matters on Timber: Clean chain of title is what makes a relisted deal trustworthy.
The percentage of the company being offered.
A listing may offer 100% (full sale) or a partial slice like 33%.
Why it matters on Timber: Stake size determines control, price, and the rights the buyer receives.
Asking price divided by the stake offered.
If 33% is priced at $330,000, the whole business is implied to be worth $1,000,000.
Why it matters on Timber: It's the fastest sanity check on whether a partial-stake listing is fairly priced.
The ownership level where decision power changes.
Above 50% you typically control ordinary decisions; some actions need 66.7% or unanimous consent.
Why it matters on Timber: Buyers pay a premium for control and a discount for minority positions.
What the founder keeps after the sale.
Selling 33% means retaining 67% — along with specific voting, information, and consent rights.
Why it matters on Timber: Timber shows the rights ladder at each retained tier so founders know what they're keeping.
The list of who owns what.
A table of every shareholder, unit holder, option, and convertible instrument.
Why it matters on Timber: Timber requires cap table evidence before a percentage listing goes live.
Your percentage shrinking when new shares are issued.
New investment creates new shares, so existing owners hold a smaller slice of a bigger pie.
Why it matters on Timber: Packaging that includes a capital raise usually dilutes retained founder ownership.
Protection against being diluted by cheaper future rounds.
Adjusts your holdings if shares are later issued below the price you paid.
Why it matters on Timber: Often negotiated by buyers taking minority stakes.
Your say in company decisions.
The ability to vote on directors, major transactions, and structural changes.
Why it matters on Timber: Different retained tiers carry very different voting reality.
Your right to see the numbers.
Regular financial statements, budgets, and inspection rights for minority holders.
Why it matters on Timber: Often the most valuable right a minority buyer can negotiate.
Actions that can't happen without your approval.
Veto power over things like selling the company, taking on debt, or issuing new equity.
Why it matters on Timber: How minority holders protect themselves without control.
Majority can force minority to join a sale.
If the majority sells, you sell too, on the same terms.
Why it matters on Timber: Prevents small holders from blocking a full exit.
Minority can join a majority sale.
If the majority sells, you get to sell your slice on the same terms.
Why it matters on Timber: Protects minority buyers from being stranded with a new controlling partner.
Non-controlling stakes trade cheaper.
A 20% stake usually costs less than 20% of the whole company's value.
Why it matters on Timber: Explains gaps between implied valuation and comparable full-company sales.
Extra paid for the ability to run the business.
Buyers pay more per point when the stake crosses into control.
Why it matters on Timber: Why 51% can cost far more than 49%.
Verifying the business is what it claims to be.
Reviewing financials, contracts, customers, legal exposure, and operations before you commit.
Why it matters on Timber: Most Timber diligence happens inside the option window, not before it.
Proof the business is a real legal entity.
Articles of incorporation/organization, EIN, and good-standing evidence.
Why it matters on Timber: Every Timber listing must be a legally incorporated entity; review takes 7 business days or less.
Proof the seller actually owns the percentage offered.
Cap table, operating agreement, stock ledger, or K-1 evidence plus a signed attestation.
Why it matters on Timber: A listing can't go live offering more ownership than the seller can substantiate.
A signed statement that facts are true.
The seller personally affirms ownership, authority, and accuracy under penalty of removal.
Why it matters on Timber: Attestation creates accountability where documents are incomplete.
An accountant's read on whether the profits are real.
Normalizes revenue and expenses to show sustainable earnings, not accounting artifacts.
Why it matters on Timber: An attached QoE is one of the highest-value packaging items available.
The secure folder of deal documents.
Where financials, contracts, and corporate records live for reviewers who've cleared the gate.
Why it matters on Timber: On Timber, the dossier serves as the data room, with disclosure gated by agreement.
Confirming users are who they say they are.
Government ID and entity checks before a profile can transact.
Why it matters on Timber: Keeps anonymous actors out of real transactions.
The entity is current with its state.
Filings and fees are up to date, so the company can legally do business and transfer ownership.
Why it matters on Timber: A lapsed entity can't cleanly close a transaction.
The business depends on one person.
If revenue walks out the door with the founder, the buyer is buying much less than it looks.
Why it matters on Timber: Attaching an operator is the standard packaging fix.
A staged unlock of information.
Public teaser → NDA → full dossier → option → operating detail.
Why it matters on Timber: Protects founders from exposing everything to browsers who'll never transact.
Buying the things, not the company.
You acquire specific assets — brand, equipment, contracts — and leave the legal entity behind.
Why it matters on Timber: Often preferred by buyers who want to avoid inherited liabilities.
Buying shares or units of the company itself.
You step into the existing entity with everything it owns and owes.
Why it matters on Timber: Required when the value lives in licenses, contracts, or history that can't be moved.
Money held by a neutral third party.
Funds sit with an agent until closing conditions are met, or as security for post-closing claims.
Why it matters on Timber: Protects both sides between signing and closing.
The moment ownership actually transfers.
Documents are signed, funds move, and the buyer takes over.
Why it matters on Timber: Timber's 5% transaction fee applies at close.
Part of the price paid later, if targets are hit.
The seller receives more money if the business performs after the sale.
Why it matters on Timber: Bridges valuation gaps between optimistic sellers and cautious buyers.
The seller lends part of the purchase price.
Buyer pays over time from the business's own cash flow.
Why it matters on Timber: Very common in small-business acquisitions with limited outside capital.
The seller keeps a slice going forward.
Instead of cashing out fully, the founder reinvests part of their stake in the new structure.
Why it matters on Timber: Aligns the founder with the buyer's success after close.
Timber's cut of option fees.
Timber takes 20% of the fee paid to secure exclusivity; the rest goes to the founder.
Why it matters on Timber: Founders realize cash before any sale occurs.
Timber's cut of a finalized transaction.
5% of the closed purchase price.
Why it matters on Timber: Deliberately low so packaged value stays with the people who created it.
Timber's cut when a deal becomes a license.
3% of the originated licensing arrangement.
Why it matters on Timber: Rewards the platform for sourcing licensing outcomes without taxing ongoing royalties heavily.
Timber's cut on resold, packaged deals.
7% when a packaged deal or position is resold on the exchange.
Why it matters on Timber: Prices the liquidity the exchange provides for transferable positions.
Ongoing payment for using licensed rights.
Usually a percentage of revenue paid to the rights owner.
Why it matters on Timber: The economic engine of most license deals.
Earnings before interest, taxes, depreciation, and amortization.
A rough proxy for operating cash generation, used to compare businesses.
Why it matters on Timber: Most small-business valuations are quoted as a multiple of EBITDA or SDE.
Profit plus the owner's pay and perks.
What a single owner-operator could actually take home from the business.
Why it matters on Timber: The standard metric for owner-operated businesses under a few million in revenue.
Price expressed as a multiple of earnings or revenue.
A '3x SDE' business priced at $900,000 implies $300,000 of SDE.
Why it matters on Timber: Comparables on each listing are quoted in multiples.
A verified business or opportunity on the exchange.
A public teaser backed by a gated dossier, with a stated price and ownership stake.
Why it matters on Timber: Every listing must be a legally incorporated, verified entity.
A packaged deal put back on the market.
A buyer options, packages, and then re-lists the improved deal for someone else to acquire.
Why it matters on Timber: The clearest proof that packaging creates transferable value.
Where existing positions and packaged deals trade.
Options, packaged files, and previously acquired businesses change hands here.
Why it matters on Timber: Liquidity is what makes packaging a business rather than a hobby.
Similar deals used as a price benchmark.
Recent closed transactions in the same category, size, and stake range.
Why it matters on Timber: Comps are shown on each listing so implied valuation can be judged in context.
A verified legal entity account on Timber.
An LLC or corporation profile with linked individual users who can transact on its behalf.
Why it matters on Timber: Entities, not just people, option and buy on the exchange.
Saved opportunities you're tracking.
Bookmarked listings that surface in your dashboard with activity updates.
Why it matters on Timber: Deals move fast once an option is placed.
The public activity feed of the exchange.
Timestamped record of NDAs signed, options placed, attachments added, and deals closed.
Why it matters on Timber: Transparency is the trust mechanism of the marketplace.
Only one licensee gets the rights.
The owner can't grant the same rights to anyone else in that scope or territory.
Why it matters on Timber: Exclusivity commands materially higher royalties and fees.
Where the licensed rights apply.
A city, state, country, or channel in which the licensee may operate.
Why it matters on Timber: Lets one business be launched many times in many places.
Everything behind the gate.
Financials, customer lists, contracts, and strategy disclosed only after an NDA.
Why it matters on Timber: Misuse is the fastest way to lose access to the exchange.
Definitions are general information for founders and buyers using Timber™. They are not legal advice and do not replace counsel on any specific transaction.
