Need help with a Contract interpretation Issued by a Private Equity Firm

I run a listed company on Nasdaq, I recently receive a contract from a private equity firm in regards to their interest investing in my company. I would like to have your help in reviewing some of the salient terms such as:

(a) At any time, the company may, in its sole discretion, issue a “Share placement Notice”. This share placement Notice will trigger a “Pricing Period” and a “Tender Period”. The Pricing period shall mean a period of Five (5) consecutive Trading Days (defined below) followed by a period of Ten (10) consecutive trading days known as the “Tender Period” defined below.

(b) Only one share placement shall be allowed in each tender period.

>> Does this actually mean that they are market making my counter? (eg: pump and dump)?

Below is how the pricing structure works:

(a) The investor agrees to the share purchase requests from the company based upon a per share subscription price, equal to ninety-four percent (94%) of the lowest closing bid price during the pricing period (“Purchase Price”). If the closing bid price on any given trading day during the tender period is less than the share placement price multiplied by ninety-six percent (96%) the investor’s obligation regarding the share placement will be reduced by 1/10th.

(b) The company may issue a share placement notice for up to 500% of the 20 Days average daily-volume preceding the share placement notice. The investor will not be obligated to subscribe for more than ½ of any Share Placement Notice and will have the option to subscribe for up to 200% of any share placement Notice.

Any help is much appreciated at this stage. Cheers.

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