Consistent with its fiduciary duties, the Special Committee carefully reviewed the Proposal in consultation with its independent advisors and unanimously determined that it is not in the best interests of Seer’s stockholders because it undervalues Seer and fails to reflect the value of Seer’s long-term growth prospects. In reaching this conclusion, the Special Committee noted that the contingent value rights included in the Proposal, which are intended to allow Seer’s stockholders to benefit from future developments related to Seer’s technology, were insufficient to fully value Seer and its growth potential.