Astera Labs Inc. announced that it has entered into a Transaction Agreement with Amazon.com, Inc. and a Warrant Agreement with Amazon.com NV Investment Holdings LLC, granting Amazon the right to acquire up to 3,262,299 shares of Astera Labs common stock at an exercise price of $142.82 per share. The warrants vest based on performance conditions linked to specified tranches of payments, up to a total of $6.5 billion, for the purchase of Astera Labs' products by Amazon and its affiliates. The warrants are exercisable through February 5, 2033, and allow for cashless exercise, with customary anti-dilution adjustments and certain transfer restrictions. The issuance of the warrants and shares is unregistered under the Securities Act of 1933.

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