FORWARDING LOOKING STATEMENTS & NON-GAAP MEASURES This presentation and the accompanying oral commentary contain “forward-looking” statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 that are based on our beliefs and assumptions and on information currently available to us. Forward-looking statements include information concerning our possible or assumed future results of operations and financial performance, business strategies, potential growth opportunities and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “might, ”approximately,” “expect,” “predict,” “could,” “potentially” or the negative of these terms or other similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important risk factors including, but not limited to, risks associated with anticipated growth in our addressable market; our potential market opportunity; competitive factors, our ability to build and expand our sales efforts, risks associated with international operations and general economic and industry conditions are described more fully in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, which was filed with the Securities and Exchange Commission (the “SEC”) on November 2, 2016 and other documents filed with the SEC and could cause actual results to vary from expectations. Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this presentation. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons why actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. This presentation includes certain non-GAAP financial measures as defined by the SEC rules. These non-GAAP financial measures are in addition to, and not as a substitute for or superior to measures of financial performance prepared in accordance with U.S. GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. As required by Regulation G, we have provided a reconciliation of those measures to the most directly comparable GAAP measures, which is available in the appendix. 2

SOFTWARE PEOPLE SMARTER

that makes

3

PRODUCT OVERVIEW VIDEO

4

$8.8M

$26.1M

$44.4M

$73.2M

2012 2013 2014 2015

+197%

+70%

+65%

$73M

$113M

$152M$19M

$32M

$52M

$92M

$145M

$204M

2013 2014 2015

100% native cloud

1As of September 30, 2016

>100% retention revenue

THE INSTRUCTURE STORY High Growth Subscription Revenue

>2,000 customers in 40 countries1

Recurring (2015 ~85%)

Non-recurring (2015 ~15%)

5

Deferred Revenue

Backlog

Backlog & Deferred Revenue 2016 Total Addressable Market

$5.1 Billion

Headquartered in Salt Lake City with 800 employees worldwide

Flagship products Canvas & Bridge

EDU

CORP

93% Customer Support Satisfaction

Offices in London, Sydney, Hong Kong, Brazil

BUILDING SUPERIOR SOFTWARE THAT MEETS EVOLVING CONSUMER DEMAND

Consumerized Collaborative

Mobile Engaging

6

SUBSTANTIAL MARKET OPPORTUNITY With Numerous Adjacencies

2016

2018

Learning Management

Performance Management Workforce Management Recruiting Compensation Management

$7.8 Billion1

$6.4 Billion2

$5.1 Billion1

$5.5 Billion2

1 Learning Management System Market. Source: MarketsandMarkets, October 2013. 2 Represents market opportunity for Performance Management, Workforce Management, Recruiting and Compensation Management. Source: IDC, June 2015. These additional markets may present opportunities for Instructure.

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WE ARE THE CENTER OF THE LEARNING ECOSYSTEM

Corporations Schools

Information Systems/Analytics Content Applications

LEARNING MANAGEMENT SYSTEMS

Instructors Learners

8

OVER 2,000 CUSTOMERS ACROSS CATEGORIES

Hig

her E

d K

– 1

2 In

tern

atio

nal

Cor

pora

te

City University of Hong Kong

Used by 7 Ivy League

Schools

Used by K-12 Schools in 49 States

Serving 40+

Countries

Rapid Adoption

Since 2015

1As of September 30, 2016.

9

1

10

2011 2013 2012 2014 2015 2016

BRIDGE

CANVAS INTERNATIONAL

CANVAS K-12

CANVAS HIGHER ED

GROWTH STRATEGY OFFERS CONTINUED REVENUE STREAMS New Products + New Markets = Expanded TAM

GROWTH STRATEGY OFFERS CONTINUED REVENUE STREAMS

11

2011 2013 2012 2014 2015 2016

BRIDGE

CANVAS INTERNATIONAL

CANVAS K-12

CANVAS HIGHER ED

& BEYOND…

NEW PRODUCTS

New Products + New Markets = Expanded TAM

INSIDE INSTRUCTURE

POWERFUL MISSION OPEN CULTURE CUTTING EDGE TECH

12

CUSTOMER CONFERENCE

INNOVATIVE MANAGEMENT

Josh Coates EMC Corp • Mozy.com • Scale Eight CEO

Steve Kaminsky Radisphere • TriZetto • Ernst & Young • McDonald’s Corporation

CFO

SVP People and Places Jeff Weber

Ancestry • The Russell Group • Shell Oil Company

FamilySearch • Microsoft

David Burggraaf SVP Engineering

Vmware • InfoTrax Systems • GE

Mitch Macfarlane SVP Product & Customer Experience

Marc Maloy HireRight • Certico EVP Worldwide Sales

Misty Frost Datamark • Critical Mass • Sumus Interactive• Dahlin Smith White

SVP Marketing

SVP/General Counsel and Secretary

13

Matt Kaminer Collective • Epocrates • MediMedia USA • WebMD

SVP General Counsel and Secretary

FINANCIAL HIGHLIGHTS

14

Attractive Long Range Model

Strong Unit Economics

Investing for Continued Growth

Enhanced Visibility Through Multi-Year Contracts

Solid Revenue Growth

$26.1M

$44.4M

$73.2M$79.3M

2013 2014 2015 YTD

+70%

+65%

Revenue Growth

REVENUE & PROFITABILITY HISTORY 2013 – Q3 2016

1Non-GAAP gross margin is before stock-based compensation and payroll tax expense on secondary stock purchase transactions. 2Operating loss before stock-based compensation, payroll tax expense on secondary stock purchase transactions and amortization of acquisition-related intangibles

59%

67% 68%71%

2013 2014 2015 YTD

Non-GAAP Gross Margin1

(68%) (66%)

(57%)

(42%)

2013 2014 2015 YTD

($18M) ($29M)($41M)

($33M)

Non-GAAP Operating Loss as a % of Revenue2

15

Recurring (2015 ~85%)

Non-recurring (2015 ~15%)

$19M

$32M

$52M

Dec-­‐31-­‐2013 Dec-­‐31-­‐2014 Dec-­‐31-­‐2015

ENHANCED VISIBILITY INTO FUTURE PERIODS 2013 – 2015

$73M

$113M

$152M

Dec-­‐31-­‐2013 Dec-­‐31-­‐2014 Dec-­‐31-­‐2015

Backlog1 Deferred Revenue

1Backlog represents future non-cancellable amounts to be invoiced under our agreements.

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72% 72% 71%

63%

2013 2014 2015 YTD

Non-GAAP Sales and Marketing1

(% of Revenue)

INVESTING FOR GROWTH

1Non-GAAP Sales and Marketing, Research and Development and General and Administration expenses are before stock-based compensation, payroll tax expense on secondary stock purchase transactions and amortization of acquisition-related intangibles.

36%38%

31%29%

2013 2014 2015 YTD

Non-GAAP Research and Development1

(% of Revenue)

19%

23%

22%21%

2013 2014 2015 YTD

Non-GAAP General and Administration1

(% of Revenue)

17

SEASONALLY STRONG Q3 LEADS TO RAPIDLY EXPANDING FCF

Non-GAAP Gross Margin2 %

1Free cash flow is a Non-GAAP measure and is derived by netting operating cash flow with capital expenditures and proceeds from disposal of property and equipment.

18

1

$7.5M

($14.5M) ($14.8M) ($15.0M)

$18.4M

($14.5M)

($21.3M)

($10.8M)

$20.1M

Q3-­‐14 Q4-­‐14 Q1-­‐15 Q2-­‐15 Q3-­‐15 Q4-­‐15 Q1-­‐16 Q2-­‐16 Q3-­‐16

HIGH CUSTOMER LIFETIME VALUE C

umul

ativ

e C

ontr

ibut

ion

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Lifetime Customer Acquisition Costs

Breakeven

Customer Lifetime Value

ACQUIRE RETAIN RENEW

STRONG FOUNDATION FOR BUILDING TOWARD PROFITABILITY 2015 Contribution Margin1 by customer cohort; based on Full Year 2015 revenue and expenses

20112 2012 20143 20154

CM %

2013 Customer Start Date

20

53%

64% 63%

54%

(125%)

1Defined as gross margin less sales, direct marketing and account management expense. 2Lower primarily due to early adopter pricing. 3Lower primarily due to cost of services completed in 2015 for late 2014 customers. 41st year cost (2015) includes customer acquisition and implementation

LONG-RANGE MODEL

Revenue 100% 100% 100% 100%

Cost of Revenue1 41% 33% 32% ~25%

Non-GAAP Gross Margin 59% 67% 68% ~75%

S&M2 72% 72% 71% 26-28%

R&D2 36% 38% 31% 15-17%

G&A2 19% 23% 22% 9-10%

Non-GAAP Operating Income/Loss

(68%) (66%) (57%) 20-25%

2013 2014 2015 Long-Term Target

1Non-GAAP cost of revenue is before stock-based compensation and payroll tax expense on secondary stock purchase transactions 2Non-GAAP operating expenses are before stock-based compensation, payroll tax expense on secondary stock purchase transactions and amortization of acquisition-related intangibles. 21

INVESTMENT HIGHLIGHTS

Rapid and Widespread Customer Adoption

Substantial Market Opportunity

Native, Cloud-Based Platform

Focused on User-Experience and Simplicity

Solid Revenue Growth

Enhanced Visibility Through Multi-Year

Contracts

22

Net Revenue Retention

Greater than 100%1

1 Net revenue retention rate is calculated by dividing the total revenue obtained from a particular customer in a given month by the total revenue from that customer from the same month in the immediately preceding year.

APPENDIX

GAAP INCOME STATEMENT

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Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16

Revenue $12.4M $13.7M $14.6M $15.9M $20.9M $21.8M $23.3M $25.9M $30.1MYoY% 71% 67% 70% 66% 68% 59% 59% 63% 44%

Cost  of  Sales $4.1 $4.8 $4.9 $5.5 $6.8 $6.8 $7.3 $7.6 $8.6

Gross  Profit $8.3M $8.9M $9.7M $10.3M $14.1M $15.0M $16.0M $18.3M $21.5MGM% 67% 65% 66% 65% 67% 69% 68% 71% 71%

S&M $8.1 $13.1 $11.1 $14.1 $13.2 $15.2 $16.2 $18.0 $17.8%  of  Rev 65% 95% 76% 88% 63% 70% 69% 70% 59%

R&D $4.4 $9.1 $5.3 $5.6 $6.5 $6.7 $7.8 $8.7 $9.3%  of  Rev 35% 66% 36% 36% 31% 31% 33% 34% 31%

G&A $2.7 $4.4 $10.0 $3.9 $4.5 $5.0 $5.7 $6.0 $6.7%  of  Rev 22% 32% 69% 25% 22% 23% 25% 23% 22%

OPEX $15.2M $26.5M $26.4M $23.6M $24.2M $26.9M $29.7M $32.8M $33.8M%  of  Rev 122% 193% 180% 149% 116% 123% 127% 127% 112%

Operating  Loss ($6.9M) ($17.6M) ($16.7M) ($13.3M) ($10.1M) ($11.9M) ($13.8M) ($14.5M) ($12.3M)%  of  Rev (55%) (128%) (114%) (84%) (48%) (55%) (59%) (56%) (41%)

Warrant  liability  expense ($0.8) ($0.3) ($0.5) ($0.0) ($0.0) ($0.1) $0.1 $0.0 ($0.0)Other  Income/Expense ($0.0) ($0.1) ($0.1) ($0.0) ($0.1) ($0.0) ($0.0) ($0.0) ($0.0)

Loss  before  income  taxes ($7.8M) ($18.0M) ($17.3M) ($13.3M) ($10.2M) ($12.0M) ($13.7M) ($14.5M) ($12.3M)Income  taxes ($0.0) ($0.1) $0.0 ($0.0) ($0.0) ($0.1) ($0.0) ($0.1) ($0.0)

Net  Loss ($7.8M) ($18.0M) ($17.3M) ($13.3M) ($10.2M) ($12.1M) ($13.7M) ($14.6M) ($12.3M)%  of  Rev (62%) (131%) (118%) (84%) (49%) (56%) (59%) (56%) (41%)

NON GAAP INCOME STATEMENT

Non GAAP Net Operating Loss excludes change in fair value warrant liability.

25

Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16

Revenue $12.4M $13.7M $14.6M $15.9M $20.9M $21.8M $23.3M $25.9M $30.1MYoY% 71% 67% 70% 66% 68% 59% 59% 63% 44%

Cost  of  Sales $4.1 $4.5 $4.9 $5.5 $6.7 $6.7 $7.2 $7.4 $8.4

Gross  Profit $8.4M $9.2M $9.8M $10.4M $14.2M $15.1M $16.1M $18.5M $21.8MGM% 67% 67% 67% 66% 68% 69% 69% 72% 72%

S&M $8.1 $9.9 $10.9 $13.8 $12.8 $14.7 $15.5 $17.3 $17.0%  of  Rev 65% 72% 75% 87% 61% 67% 67% 67% 56%

R&D $4.2 $4.8 $5.0 $5.4 $6.2 $6.2 $7.0 $7.9 $8.3%  of  Rev 34% 35% 34% 34% 30% 28% 30% 30% 27%

G&A $2.6 $3.6 $3.3 $3.8 $4.3 $4.6 $5.1 $5.4 $5.9%  of  Rev 21% 26% 22% 24% 20% 21% 22% 21% 20%

OPEX $14.9M $18.2M $19.2M $22.9M $23.3M $25.5M $27.7M $30.6M $31.2M%  of  Rev 120% 133% 131% 144% 111% 117% 119% 118% 104%

Operating  Loss ($6.5M) ($9.0M) ($9.4M) ($12.5M) ($9.1M) ($10.4M) ($11.5M) ($12.1M) ($9.5M)%  of  Rev (52%) (66%) (64%) (79%) (43%) (48%) (49%) (47%) (31%)

Net  Loss ($6.6M) ($9.2M) ($9.6M) ($12.5M) ($9.2M) ($10.5M) ($11.6M) ($12.1M) ($9.5M)%  of  Rev (53%) (67%) (65%) (79%) (44%) (48%) (50%) (47%) (32%)

GAAP TO NON-GAAP RECONCILIATION

26

2012 2013 2014 2015 YTDGAAP  Operating  Loss ($18.3M) ($21.8M) ($38.7M) ($52.0M) ($40.5M)

Amortization  of  Acquisition  Related  IntangiblesCost  of  Sales $-­‐ $-­‐ $-­‐ $-­‐ $-­‐S&M -­‐ -­‐ -­‐ -­‐ -­‐R&D -­‐ -­‐ 0.0 0.0 0.0G&A -­‐ -­‐ -­‐ -­‐ -­‐Total -­‐ -­‐ $0.0M $0.0M $0.0M

Stock  Compensation  ExpenseCost  of  Sales $0.0M $0.0M $0.3M $0.3M $0.7MS&M 0.5 1.6 2.9 1.2 2.2R&D 0.4 1.6 4.0 1.4 2.7G&A 0.9 0.4 1.1 6.3 2.0Total $1.8M $3.6M $8.2M $9.2M $7.7M

Payroll  Tax  on  Secondary  Stock  PurchaseCost  of  Sales $-­‐ $-­‐ $0.0M $-­‐ $-­‐S&M 0.1 0.3 0.5 -­‐ (0.1)R&D 0.1 0.3 0.7 -­‐ (0.1)G&A 0.1 -­‐ 0.1 1.3 (0.1)Total $0.2M $0.5M $1.2M $1.3M ($0.2M)

Non  GAAP  Operating  Loss ($16.3M) ($17.7M) ($29.3M) ($41.4M) ($33.0M)

GAAP TO NON-GAAP RECONCILIATION

27

2012 2013 2014 2015 YTDRevenue $8.8M $26.1M $44.4M $73.2M $79.3M

GAAP  Gross  Margin $1.7M $15.4M $29.2M $49.1M $55.7MAmortization  of  Acquisition  Related  Intangibles -­‐ -­‐ -­‐ -­‐ -­‐Stock  Compensation  Expense 0.0 0.0 0.3 0.3 0.7Payroll  Tax  on  Secondary  Stock  Purchase -­‐ -­‐ 0.0 -­‐ -­‐

Non  GAAP  Gross  Margin $1.7M $15.5M $29.6M $49.5M $56.4MNon  GAAP  Gross  Margin% 19% 59% 67% 68% 71%

GAAP  Sales  &  Marketing $11.9M $20.7M $35.4M $53.5M $52.0MAmortization  of  Acquisition  Related  Intangibles -­‐ -­‐ -­‐ -­‐ -­‐Stock  Compensation  Expense 0.5 1.6 2.9 1.2 2.2Payroll  Tax  on  Secondary  Stock  Purchase 0.1 0.3 0.5 -­‐ (0.1)

Non  GAAP  Sales  &  Marketing $11.4M $18.8M $32.1M $52.2M $49.8MNon  GAAP  Sales  &  Marketing  % 130% 72% 72% 71% 63%

GAAP  Research  &  Development $4.7M $11.2M $21.3M $24.2M $25.8MAmortization  of  Acquisition  Related  Intangibles -­‐ -­‐ 0.0 0.0 0.0Stock  Compensation  Expense 0.4 1.6 4.0 1.4 2.7Payroll  Tax  on  Secondary  Stock  Purchase 0.1 0.3 0.7 -­‐ (0.1)

Non  GAAP  Research  &  Development $4.2M $9.4M $16.7M $22.7M $23.1MNon  GAAP  Research  &  Development  % 48% 36% 38% 31% 29%

GAAP  General  &  Administrative $3.4M $5.3M $11.3M $23.5M $18.4MAmortization  of  Acquisition  Related  Intangibles -­‐ -­‐ -­‐ -­‐ -­‐Stock  Compensation  Expense 0.9 0.4 1.1 6.3 2.0Payroll  Tax  on  Secondary  Stock  Purchase 0.1 -­‐ 0.1 1.3 (0.1)

Non  GAAP  General  &  Administrative $2.4M $4.9M $10.1M $15.9M $16.5MNon  GAAP  General  &  Administrative  % 27% 19% 23% 22% 21%

FREE CASH FLOW RECONCILIATION

28

Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16

Net  Cash  Provided  by  Operating  Activities

$8.1M ($13.9M) ($13.9M) ($12.8M) $19.7M ($12.3M) ($18.9M) ($9.5M) $21.7M

Purchase  of  PP&E  &  Intangibles,  Net  of  Disposals

($0.6) ($0.6) ($0.9) ($2.2) ($1.3) ($2.2) ($2.4) ($1.3) ($1.5)

Free  Cash  Flow $7.5M ($14.5M) ($14.8M) ($15.0M) $18.4M ($14.5M) ($21.3M) ($10.8M) $20.1M