Market Overview

ClassPass Announces $85M Series D Funding led by Temasek with Participation from L Catterton's Growth Fund

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Company to Leverage Funds to Accelerate Domestic and International
Expansion

ClassPass,
the leading fitness membership, today announced a $85 million series D
financing led by Temasek, an investment company headquartered in
Singapore, with participation from the Growth Fund of L
Catterton, the largest and most global consumer-focused private equity
firm in the world. With the latest round of funding, ClassPass has
raised a total of $255 million and will be adding Michael Farello of L
Catterton to its board.

"Having our Series C lead investor Temasek double down and lead our
Series D is a major vote of confidence in our business and a reflection
of the successful evolution to the credits model we made this year.
Temasek has been a supportive shareholder, and their continued
engagement will be especially helpful as we launch ClassPass throughout
Southeast Asia," said Fritz Lanman, ClassPass CEO. "Additionally, having L
Catterton, one of the top investors in the fitness category, invest and
join our Board validates how complementary our new model is for
partners. As we continue to rapidly expand, we look forward to working
with Temasek and L Catterton to solidifying ClassPass' leadership
position in the fitness industry worldwide."

In the past year, ClassPass has been laser-focused on growing its total
addressable market geographically and through new product offerings.
After successfully launching 10 new domestic cities in the U.S. last
fall, the company has now shifted its focus to launching more than 20
new countries internationally and another 10 cities domestically by the
end of 2019 while doubling-down on the density of studio offerings in
its existing markets. This round of funding will help accelerate those
timelines and operations to support the company's ambitions of being the
largest fitness aggregator in the world.

"We are thrilled to partner with ClassPass, the leading
technology-enabled platform serving the large and growing studio fitness
industry," said Michael Farello, Co-Managing Partner, L Catterton
Growth Fund. "Fitness has become more personalized, and ClassPass
represents an opportunity to invest behind a market leader that is well
positioned for growth. With our deep knowledge of consumer behavior and
significant experience in the fitness industry, we look forward to
working with the outstanding ClassPass team to bring ClassPass to more
customers in existing and new markets around the world."

"We've had tremendous success creating the category and becoming the
leading fitness subscription in the U.S., but our ambitions have always
been more lofty than geographic constraints," said Payal Kadakia,
ClassPass Founder. "This latest round of funding helps bring our vision
to reality as we more firmly establish ourselves as a global brand."

ClassPass recently transitioned from a fixed class model to a
dynamically priced credits based model in order to maximize membership
benefits and optionality. These changes better align with the company's
goals of making the membership work for more people, driving more
revenue to partners and positioning the company's business economics for
longevity.

About ClassPass:

Founded in 2013, ClassPass is the leading membership to the world's
largest fitness network. With over 10,000 partners in 50 cities
worldwide, ClassPass connects members to a variety of fitness
experiences, including yoga, cycling, Pilates, barre, running, strength
training, dance, sports, videos and more. Recognized as one of Forbes'
Next Billion Dollar Startups, ClassPass leverages proprietary technology
to dynamically merchandise and surface over a million fitness classes
for a seamless booking experience that facilitates discovery.

About Temasek

Incorporated in 1974, Temasek is a global investment company
headquartered in Singapore. Supported by its global network of 11
offices including New York, San Francisco and Washington D.C., Temasek
owns a US$235b portfolio as at 31 March 2018, of which 13% is in North
America. Our investment strategy allows us to partner with management
teams across sectors that help bring about a better, smarter and more
connected world. For more information on Temasek, visit www.temasek.com.sg

About L Catterton

With over $15 billion of equity capital across six fund strategies in 17
offices globally, L Catterton is the largest consumer-focused private
equity firm in the world. L Catterton's team of more than 150
investment and operating professionals partners with management teams
around the world to implement strategic plans to foster growth,
leveraging deep category insight, operational excellence, and a broad
thought partnership network. Since 1989, the firm has made over 200
investments in leading consumer brands. L Catterton was formed through
the partnership of Catterton, LVMH and Groupe Arnault. For more
information about L Catterton, please visit lcatterton.com.

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